8-K
false000157233400015723342022-06-232022-06-23

 

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): June 23, 2022

 

 

VIRGINIA NATIONAL BANKSHARES CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Virginia

001-40305

46-2331578

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

404 People Place

 

Charlottesville, Virginia

 

22911

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (434) 817-8621

 

 

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock

 

VABK

 

The NASDAQ Stock Market LLC

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, June 23, 2022, 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 in a virtual meeting format beginning at 3:00 p.m. Eastern Time. The slides that will be presented at the meeting are attached as Exhibit 99.1 to this Current Report on Form 10-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

 

Presentation for the Virginia National Bankshares Corporation Virtual Annual Shareholders' Meeting on June 23, 2022.

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:

June 23, 2022

By:

/s/ Tara Y. Harrison

 

 

 

Tara Y. Harrison
Executive Vice President and Chief Financial Officer

 

Slide 1

ANNUAL SHAREHOLDERS’ VIRTUAL MEETING June 23, 2022 Exhibit 99.1

Slide 2

FORWARD LOOKING STATEMENT 1 Certain statements contained or incorporated by reference in this quarterly report on Form 10-Q, including but not limited to, statements concerning future results of operations or financial position, borrowing capacity and future liquidity, future investment results, future credit exposure, future loan losses and plans and objectives for future operations, change in laws and regulations applicable to the Company and its subsidiaries, adequacy of funding sources, actuarial expected benefit payment, valuation of foreclosed assets, regulatory requirements, economic environment and other statements contained herein regarding matters that are not historical facts, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements 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; laws, regulations and guidance; accounting principles or guidelines; performance of assets under management; and other factors impacting financial services businesses. Many of these factors and additional risks and uncertainties are described in the Company’s 2021 Form 10-K 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.

Slide 3

INTRODUCTION 2 Welcome and Remarks Glenn W. Rust President & CEO of Virginia National Bankshares Corp. and CEO of Virginia National Bank Remarks Diane E. Corscadden-Weaver President of Virginia National Bank Financial Presentation Tara Y. Harrison Chief Financial Officer

Slide 4

FINANCIAL INFORMATION Presented by Tara Harrison June 23, 2022

Slide 5

CONSOLIDATED NET INCOME 4

Slide 6

NET INCOME PER SHARE 5 *Number of share increase due to merger

Slide 7

1ST QUARTER FINANCIAL HIGHLIGHTS June 23, 2022 Scott’s Addition | Richmond

Slide 8

CONSOLIDATED NET INCOME 7

Slide 9

CORPORATE INITIATIVES & CHALLENGES Presented by Glenn Rust June 23, 2022

Slide 10

CORPORATE INITIATIVES 9 Completed and absorbed the merger. Hired a new Bank President. Hired commercial lenders in Northern Virginia. Hired portfolio managers for new commercial lending team. Hired additional lender for the Richmond market. Consolidated Trust systems. Assessment of additional brick and mortar locations. Build back capital ratios. Resume residential mortgage lending once rates stabilize. Investor Road Show.

Slide 11

CORPORATE CHALLENGES 10 Rising interest rates. Looming future recession. Test of bank’s asset quality

Slide 12

EXPANSION 11 Winchester Richmond Charlottesville/ Albemarle County Prince William County Warrenton/ Fauquier County Virginia National Bankshares Headquarters

Slide 13

QUESTIONS June 23, 2022

Slide 14

THANK YOU June 23, 2022 VABK Headquarters | Charlottesville