VABK 8-K
Virginia National Bankshares Corp (VABK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On Thursday, July 24, 2025, certain executive officers of Virginia National Bankshares Corporation (the "Company') or its affiliates are scheduled to make a presentation at the Company's Annual Meeting of Shareholders, which will be held at the Hilton Garden Inn, 1793 Richmond Road, Charlottesville, VA 22911, at 10:00 a.m. Eastern Time. The slides that will be presented at the meeting are attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information disclosed in or incorporated by reference into this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit(s) are furnished herewith:
Exhibit No. |
|
Description |
99.1 |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
VIRGINIA NATIONAL BANKSHARES CORPORATION |
|
|
|
|
Date: |
July 24, 2025 |
By: |
/s/ Tara Y. Harrison |
|
|
|
Tara Y. Harrison |
ANNUAL SHAREHOLDERS’ MEETING July 24, 2025 Exhibit 99.1
Disclosures Forward-Looking Statements Certain statements in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, statements with respect to the Company’s operations, performance, future strategy and goals, and are often characterized by use of qualified words such as “expect,” “believe,” “estimate,” “project,” “anticipate,” “intend,” “will,” “should,” or words of similar meaning or other statements concerning the opinions or judgement of the Company and its management about future events. While Company management believes such statements to be reasonable, future events and predictions are subject to circumstances that are not within the control of the Company and its management. Actual results may differ materially from those included in the forward-looking statements due to a number of factors, including, without limitation, the effects of and changes in: general economic and market conditions, including the effects of declines in real estate values, an increase in unemployment levels and general economic contraction as a result of COVID-19 or other pandemics; fluctuations in interest rates, deposits, loan demand, and asset quality; assumptions that underlie the Company’s allowance for loan losses; the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts or public health events (e.g., COVID-19 or other pandemics), and of governmental and societal responses thereto; the performance of vendors or other parties with which the Company does business; competition; technology; changes in laws, regulations and guidance; changes in accounting principles or guidelines; performance of assets under management; expected revenue synergies and cost savings from the recently completed merger with Fauquier may not be fully realized or realized within the expected timeframe; the businesses of the Company and Fauquier may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; revenues following the merger may be lower than expected; customer and employee relationships and business operations may be disrupted by the merger; and other factors impacting financial services businesses. Many of these factors and additional risks and uncertainties are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and other reports filed from time to time by the Company with the Securities and Exchange Commission. These statements speak only as of the date made, and the Company does not undertake to update any forward-looking statements to reflect changes or events that may occur after this release. Non-GAAP Financial Measures The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles (“GAAP”) and prevailing practices in the banking industry. However, management uses certain non-GAAP measures to supplement the evaluation of the Company’s performance, including (i) net interest income (FTE), (ii) efficiency ratio (FTE), (iii) net interest margin (FTE) and (iv) tangible book value per share. Management believes presentations of these non-GAAP financial measures provide useful supplemental information that is essential to a proper understanding of the operating results of the Company’s core businesses. These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.
Corporate Overview
Virginia R. Bayes Chief Banking Officer & Executive Vice President Age: 65 Banking Experience: 38 Years Virginia National Experience: 27 Years Glenn W. Rust President & CEO of Virginia National Bankshares Corporation and Virginia National Bank Age: 70 Banking Experience: 51 Years Virginia National Experience: 19 Years Source: Company Documents Per Company’s 2025 Proxy Statement, as of May 30, 2025 Experienced Management Seasoned Executive Leadership Wendy W. Stone Senior Fiduciary & Trust Officer of VNB Trust & Estate Services Age: 57 Fiduciary & Trust Experience: 29 Years Virginia National Experience: 11 Years Company insiders own approximately 14% of common shares and equivalents (1) Tara Y. Harrison Chief Financial Officer & Executive Vice President Age: 57 Banking Experience: 25 Years Virginia National Experience: 9 Years
Celebrating retirement at the end of 2025 After 17 years with Virginia National Bank! We want to acknowledge her time with us and wish her the BEST! Thank You to Donna Shewmake!
Source: Company Documents Per Company’s 2025 Proxy Statement, as of May 30, 2025 * Includes prior board experience at Fauquier Bankshares, Inc. Experienced Board of Directors Board Member (Age) Experience Board Tenure William D. Dittmar, Jr. (72) Chairman of the Board 27 Years Corporate executive and investor at Enterprise Properties, LLC John B. Adams, Jr. (80) Vice Chairman of the Board 23 Years * Chairman of Fauquier Bank; CEO of Bowman Companies, Inc. Kevin T. Carter (59) Director 9 Years * Executive Vice President, TCMA Hunter E. Craig (64) Director 27 Years Principal real estate broker with Georgetown Real Estate Randolph D. Frostick (68) Director 16 Years * Co-Founder, Of Counsel Vanderpool, Frostick & Nishanian, P.C. Linda M. Houston (67) Director 7 Years Former Managing director & executive with Merrill Lynch Jay B. Keyser (68) Director 16 Years * Chief Executive of the William A. Hazel Family Office Glenn W. Rust (70) Director 19 Years President & CEO of Virginia National Bankshares Corporation and Virginia National Bank Sterling T. Strange III (64) Director 18 Years * President, Founder & CEO of The Solution Design Group, Inc. Gregory L. Wells (68) Director 13 Years Former CEO of ACAC Fitness and Wellness Centers Company insiders own approximately 14% of common shares and equivalents (1) Experienced and Balanced Board
Source: S&P Global Market Intelligence Deposit data as of 6/30 each respective year * Prior to Truist merger, Virginia National was ranked third in Charlottesville MSA by deposit market share Dominant Market Share in Core Markets Charlottesville, VA MSA * Historical Growth in Charlottesville Deposits ($B) VABK Deposit Market Share & Rank Fauquier County, VA 10.3% Rank: 5 9.8% Rank: 5 4.1% Rank: 7 VABK CAGR: 9.2% Charlottesville MSA CAGR: 4.7%
Corporate trust services, trust and estate administration, IRA administration and custody services, and in-house investment management Revenue generated from administration, service and custody fees, as well as management fees derived from AUM VNB Trust & Estate Services
Shareholder Update
Returning Value to Shareholders Source: S&P Global Market Intelligence Data as of or for the twelve months ended each year end stated; YTD data as of or for the three months ended 6/30/25 (1) VABK declared a 5% stock dividend in 2018 and 2019 $1.44 Implied ’25 ann. dividend (1) (1) Increased Quarterly Dividend to $0.36 per Share in Q2 ‘25
2006 – Q2 ’25: TBVPS CAGR of 5.50% vs. KRX Median of 4.67% vs. Peer Median of 4.94% Top-Tier Shareholder Value Growth Source: S&P Global Market Intelligence Data as of or for the twelve months ended each year end stated; YTD data as of or for the three months ended 6/30/25 Peers include major exchange-traded banks headquartered in FL, GA, MD, NC, SC, TN, VA and WV with total assets between $1.5 - $6.0 billion that reported TBVPS in 2006 Note: Tangible book value per share inclusive of stock dividends over time (1) Tangible book value per share adjusted to exclude impact of AOCI in each respective period (1) Figures above bars represent tangible book value per share adjusted to exclude AOCI plus cumulative dividends per share $47.04
Financial Highlights
Baltimore Virginia Beach Norfolk Arlington Newport News WASHINGTON, DC Annapolis Richmond Lynchburg Lancaster Frederick Charlottesville 64 64 250 95 70 83 76 Source: S&P Global Market Intelligence; Company documents Data as of or for the three months ended 6/30/25 unless otherwise stated Overview of Virginia National Bankshares Corporation $1.6 billion in assets bank holding company headquartered in Charlottesville, VA Seasoned management team with over 225 years of collective banking experience Dominant deposit market share in core markets Recent expansion into high growth markets Well positioned for current interest rate environment with a cumulative deposit beta of 34% Conservative credit culture: 0.66% of cumulative losses in Global Financial Crisis (“GFC“) vs. banking industry over 8% Strong tangible book value growth Virginia’s Premier Community Bank $1.6B Assets $1.4B Deposits $1.2B Loans VABK Branches (13) Our Story Soundness Growth Profitability 0.48% NPAs / Assets 0.02% NCOs / Avg. Loans 1.11% LTM ROAA 11.5% LTM ROATCE 13% Asset CAGR since 2016 13% Deposit CAGR since 2016 81 29
Core Funded Deposit Portfolio Cost of Deposits Over Time Historical Deposit Composition ($M) Source: S&P Global Market Intelligence Data as of or for the twelve months ended each year end stated; quarterly data as of or for the three months ended quarter stated Non-core deposits defined as jumbo time deposits > 250k Deposit Composition (%) (1) $1,390
Asset Quality Cumulative losses from the Global Financial Crisis of 0.66%(1) Post-Global Financial Crisis Peak NPAs of $8.7mm, 1.98% of total assets, in 2009 Source: S&P Global Market Intelligence Data as of or for the twelve months ended each year end stated; Q2 ’25 data as of or for the three months ended 6/30/25 (1) Calculated as the sum of NCOs for the years ended 2008 – 2012 divided by total loans as of 12/31/08 NPAs / Loans + OREO (%) NCOs / Average Loans (%) Loan Loss Reserve / Gross Loans (%) = Nonperforming Assets ($M) = Net Charge-Offs (Recoveries) ($000) = Loan Loss Reserve ($M) $7.8 $2.5 $1.3 $2.1 $1.5 $72 $2,056 $376 $485 $538 $8.3 $4.2 $5.5 $6.0 $5.6 20-Year Average: 0.08% Loan Mark / Gross Loans Loan Loss Reserve / Gross Loans $2.3 ($778) $8.5 $1.9 $344 $8.4 1.13%
Virginia National has been profitable since the first year post-inception Cumulative losses in Global Financial Crisis of 0.66% vs. aggregate banking industry losses of 8.56% (1) Consistent Credit Quality and Profitability ROAA: Source: S&P Global Market Intelligence, FDIC Data as of or for the twelve months ended each year end stated; VABK Q2 ’25 data as of or for the three months ended 6/30/25 Calculated as the quotient of the sum of net charge-offs between ‘08-’12 over average loan balance in 2008 FDIC banking industry YTD data as of 3/31/25 Net Charge-Offs / Average Loans (2) (2)
Operating Expense Noninterest Expense / Average Assets (%) Noninterest Expense ($M) Source: S&P Global Market Intelligence Annual data as of or for the twelve months ended each year end stated; Quarterly data annualized as of or for the three months ended each quarter stated Peers include major-exchange traded banks headquartered in FL, GA, KY, MD, NC, SC, TN, VA, and WV with total assets between $1.5 - $10 billion The KRX (KBW Nasdaq Regional Banking Index) is a modified market capitalization weighted index designed to track the performance of publicly traded leading regional banks and thrifts Assets / Full Time Employee ($M) Noninterest Expense / Average Assets versus Peers = Deposits / Branch $107 $89 $104 $100 $92 $110 $88
Capital Ratios Source: S&P Global Market Intelligence Data as of or for the twelve months ended each year end stated; Q2 ’25 data as of or for the three months ended 6/30/25 Tangible Common Equity / Tangible Assets (%) CET1 Ratio (%) Total Capital Ratio (%) Bank CRE / C&D Concentration Ratios
Questions
Thank You