Bay Banks of Virginia, Inc. Reports Third Quarter and Year-to-date 2019 Results

RICHMOND, Va., Oct. 29, 2019 /PRNewswire/ -- Bay Banks of Virginia, Inc. (OTCQB: BAYK), holding company of Virginia Commonwealth Bank and VCB Financial Group, Inc., announced financial results for the three and nine months ended September 30, 2019.

The company reported net income of $1.8 million, or $0.14 per diluted share, for the third quarter of 2019 compared to $1.7 million, or $0.13 per diluted share, for the second quarter of 2019 and $1.0 million, or $0.08 per diluted share, for the third quarter of 2018. For the first nine months of 2019, the company reported net income of $5.1 million, or $0.39 per diluted share, compared to $3.1 million, or $0.24 per diluted share, for the first nine months of 2018. Net income in the first nine months of 2018 included $363 thousand ($287 thousand¹ after income tax) of merger-related expenses incurred in connection with the company's merger with Virginia BanCorp, Inc. on April 1, 2017 (the "Merger").

Randal R. Greene, President and Chief Executive Officer, commented: "I am again pleased to report improved quarterly results. On a pre-tax, pre-loan loss provision basis, income increased $600 thousand¹ when comparing the third quarter to the second quarter of 2019 and $1.1 million¹ when comparing the third quarter of 2019 to the third quarter of 2018. In the third quarter of 2019, we continued to realize the benefit of stronger loan yields, though recent index rate declines are resulting in downward pressure on yields.

"As noted last quarter, deposit costs in our markets are stabilizing. We began to lower deposit costs late in the second quarter, and due to this and lower rates on alternative funding sources, I am pleased to report declining funding costs on a sequential quarter basis. In addition, we are experiencing some success in growing noninterest-bearing accounts, though this growth is occurring at a slower pace than we would like. We've had many wins, though it takes time for these accounts to fund."

Operating Results

Third Quarter 2019 compared to Second Quarter 2019

• Income before income taxes for the third quarter of 2019 was $2.3 million compared to $2.1 million for the second quarter of 2019.
• Interest income for the three months ended September 30, 2019 was $12.8 million, on average interest-earning assets of $1.04 billion, compared to $12.3 million, on average interest-earning assets of $1.04 billion, for the three months ended June 30, 2019. Interest income in the third quarter of 2019 included accretion of acquired loan discounts of $357 thousand, while interest income in the second quarter of 2019 included $197 thousand of accretion of acquired loan discounts. Higher accretion in the third quarter of 2019 was primarily attributable to early payoffs of loans acquired in the Merger. Yields on average interest-earning assets were 4.87% and 4.77% for the sequential quarter periods, including the effect of accretion. Of the increase in yield from the second quarter to the third quarter of 2019, 6 basis points were attributable to higher accretion of acquired loan discounts of $160 thousand.
• Interest expense was $3.7 million and $3.8 million for the three months ended September 30, 2019 and June 30, 2019, respectively, and cost of funds was 1.52% and 1.58% for the sequential quarter periods. Average interest-bearing liabilities were $851.4 million and $857.4 million for the third and second quarters of 2019, respectively.
• Net interest margin ("NIM") was 3.45% for the third quarter of 2019 compared to 3.29% for the second quarter of 2019. Of the increase in NIM from the second quarter to the third quarter of 2019, 6 basis points were attributable to higher accretion of acquired loan discounts in the third quarter of 2019.
• Provision for loan losses was $495 thousand in the third quarter of 2019, while provision for loan losses in the second quarter of 2019 was $62 thousand. Higher provision for loan losses in the third quarter of 2019 was primarily attributable to net charge-offs from a select portfolio of purchased consumer loans, a specific reserve for a commercial and industrial loan, and gross loan growth of $14.4 million.
• Noninterest income for the three months ended September 30, 2019 and June 30, 2019 was $1.2 million and $1.3 million, respectively. Lower noninterest income in the third quarter of 2019 compared to the second quarter of 2019 was primarily due to lower wealth management revenue, which decreased $77 thousand on a sequential quarter basis.
• Noninterest expense for the three months ended September 30, 2019 and June 30, 2019 was $7.4 million and $7.6 million, respectively. Noninterest expense for the third quarter of 2019 included the benefit of a small bank assessment credit from the Federal Deposit Insurance Corporation ("FDIC") of $171 thousand and a decrease in salaries and employee benefits expense, partially offset by a net loss on the sale and valuation of other real estate owned of $375 thousand. The company's efficiency ratio for the third quarter of 2019 was 72.8% compared to 77.7% for the second quarter of 2019.
• Income tax expense for the third quarter of 2019 was $448 thousand, reflective of a 19.6% effective income tax rate, while income tax expense for the second quarter of 2019 was $395 thousand, reflective of an 18.7% effective income tax rate.

Nine Months Ended September 30, 2019 compared to Nine Months Ended September 30, 2018

• Income before income taxes for the nine months ended September 30, 2019 was $6.2 million compared to $3.7 million for the first nine months of 2018.
• Interest income for the nine months ended September 30, 2019 was $37.4 million, on average interest-earning assets of $1.04 billion, compared to $32.1 million for the nine months ended September 30, 2018, on average interest-earning assets of $916.2 million. Interest income in the nine months ended September 30, 2019 included accretion of acquired loan discounts of $993 thousand, while interest income in the nine months ended September 30, 2018 included $1.4 million of accretion of acquired loan discounts. Yields on average interest-earning assets were 4.85% and 4.69% for the first nine months of 2019 and 2018, respectively. The higher yield on average interest-earning assets in the 2019 period was primarily due to higher loan yields, partially offset by lower accretion of acquired loan discounts of $407 thousand, which had a negative 5 basis point effect.
• Interest expense was $11.2 million and $7.0 million for the nine months ended September 30, 2019 and 2018, respectively, and cost of funds was of 1.55% and 1.08% for the respective periods. Higher cost of funds in the nine months ended September 30, 2019 was primarily due to competition for deposits in the company's markets, the repricing of maturing time deposits, greater use and cost of Federal Home Loan Bank of Atlanta advances, and higher interest rates in general. Average interest-bearing liabilities were $854.1 million and $752.5 million for the nine months ended September 30, 2019 and 2018, respectively.
• NIM was 3.39% for the nine months ended September 30, 2019 compared to 3.67% for the nine months ended September 30, 2018. Lower NIM in the 2019 period was primarily due to higher cost of funds and lower accretion of acquired loan discounts, partially offset by higher loan yields. Lower accretion of acquired loan discounts had a negative 6 basis point effect on NIM in the 2019 period compared to the 2018 period.
• Provision for loan losses was $871 thousand for the nine months ended September 30, 2019, primarily attributable to net charge-offs and additions to the specific reserve in the third quarter of 2019, noted previously, and gross loan growth of $29.7 million. Provision for loan losses in the nine months ended September 30, 2018 was $481 thousand, which included a $580 thousand benefit to correct for an overstatement in the company's allowance for loan losses as of December 31, 2017, as previously reported.
• Noninterest income for the nine months ended September 30, 2019 and 2018 was $3.6 million and $3.3 million, respectively. The 2018 period included a gain of $352 thousand on the curtailment of the company's post-retirement benefit plan.
• Noninterest expense for the nine months ended September 30, 2019 and 2018 was $22.7 million and $24.2 million, respectively. Expenses associated with the succession of the company's CFO and in the completion of the company's 2017 year-end reporting incurred in the first half of 2018 were approximately $1.2 million. Merger-related expenses were $0 and $363 thousand for the nine months ended September 30, 2019 and 2018, respectively.
• Income tax expense for the nine months ended September 30, 2019 was $1.2 million, reflective of an 18.9% effective income tax rate, while income tax expense for the nine months ended September 30, 2018 was $645 thousand, reflective of a 17.2% effective income tax rate.

Third Quarter 2019 compared to Third Quarter 2018

• Income before income taxes for the third quarter of 2019 was $2.3 million compared to $1.2 million for the third quarter of 2018.
• Interest income for the three months ended September 30, 2019 was $12.8 million, on average interest-earning assets of $1.04 billion, compared to $10.9 million, on average interest-earning assets of $929.1 million, for the three months ended September 30, 2018. Interest income in the third quarter of 2019 and 2018 included accretion of acquired loan discounts of $357 thousand. Yields on average interest-earning assets were 4.87% and 4.66% for the third quarters of 2019 and 2018, respectively. The increase in yield on average interest-earning assets was primarily attributable to higher loan yields in the 2019 period.  
• Interest expense was $3.7 million and $2.6 million for the three months ended September 30, 2019 and 2018, respectively, and cost of funds was 1.52% and 1.19%, for the respective periods. Higher costs of funds in the 2019 period was primarily due to higher cost of deposits of 1.40% in the 2019 period compared to 1.02% in the 2018 period due to the reasons noted above. Average interest-bearing liabilities were $851.4 million and $762.0 million for the third quarters of 2019 and 2018, respectively.
• NIM was 3.45% for the third quarter of 2019 compared to 3.57% for the third quarter of 2018. The decline in NIM was primarily attributable to higher cost of deposits, partially offset by higher loan yields in the 2019 period.
• Provision for loan losses was $495 thousand for the three months ended September 30, 2019, primarily attributable to net charge-offs from a select portfolio of purchased consumer loans, a specific reserve for a commercial and industrial loan, and gross loan growth of $14.4 million in the third quarter of 2019. Provision for loan losses for the three months ended September 30, 2018 was $509 thousand, primarily attributable to gross loan growth of $52.7 million.
• Noninterest income for the three months ended September 30, 2019 and 2018 was $1.2 million and $996 thousand, respectively. The increase of $204 thousand quarter over quarter was primarily attributable to higher secondary market sales and servicing income, as the company sold a greater volume of mortgages originated in the 2019 period.
• Noninterest expense for the three months ended September 30, 2019 and 2018 was $7.4 million and $7.5 million, respectively. In the third quarter of 2019, the company received a small bank assessment credit of $171 thousand from the FDIC, as noted previously. Higher consulting, legal, and audit and accounting fees in the 2018 period were primarily related to projects, such as the implementation of an enterprise risk management platform, legal services related to the company's employment benefit plans, and a Sarbanes-Oxley readiness assessment. Additionally, in the third quarter of 2019, the company reported a $375 thousand net loss on the sale and valuation of other real estate owned, while a net gain of $112 thousand was reported in the 2018 period. The company's efficiency ratio for the third quarter of 2019 was 72.8% compared to 81.3% for the same quarter of 2018.
• Income tax expense for the third quarter of 2019 and 2018 was $448 thousand and $198 thousand, respectively, reflective of a 19.6% and 16.2% effective income tax rate, respectively.

Balance Sheet

• Total assets were $1.11 billion and $1.08 billion at September 30, 2019 and December 31, 2018, respectively.
• Loans, net of allowance for loan losses, were $924.3 million at September 30, 2019 compared to $894.2 million at December 31, 2018, an annualized growth rate of over 4%. Excluding the payoff of approximately $31.8 million in the first nine months of 2019 of purchased portfolio loans, including those acquired in the Merger, loan growth, annualized, was approximately 9% for the first nine months of 2019.
• Deposits were $893.7 million at September 30, 2019 compared to $842.2 million at December 31, 2018. Noninterest-bearing demand accounts comprised 14.0% of total deposits at September 30, 2019, up 40 basis points from 13.6% at December 31, 2018.
• Shareholders' equity was $124.9 million and $117.5 million at September 30, 2019 and December 31, 2018, respectively, an increase of $7.4 million. The increase in shareholders' equity in the first nine months of 2019 was primarily attributable to net income of $5.1 million and $1.7 million of net unrealized gains on the company's available-for-sale securities portfolio. Tangible book value, calculated as shareholders' equity less goodwill and core deposit intangible assets, net of the associated deferred tax liability, divided by common shares outstanding, was $8.49¹ and $7.98¹ at September 30, 2019 and December 31, 2018, respectively. Capital ratios for Virginia Commonwealth Bank were above regulatory minimum guidelines for well-capitalized banks as of September 30, 2019 and December 31, 2018.
• Annualized return on average assets for the quarters ended September 30, 2019, June 30, 2019, and September 30, 2018 was 0.66%, 0.62%, and 0.41%, respectively, while annualized return on average equity for the same periods was 5.97%, 5.72%, and 3.55%, respectively.  

Asset Quality

• Nonperforming assets were $9.4 million, or 0.84% of total assets, as of September 30, 2019, compared to $7.7 million, or 0.71% of total assets, as of June 30, 2019, and $8.8 million, or 0.81% of total assets, as of December 31, 2018. The increase in nonperforming assets as of September 30, 2019 was primarily attributable to a commercial and industrial loan participation to a professional service firm being classified as substandard and placed on nonaccrual during the third quarter of 2019. During the third quarter of 2019, the borrower announced its plan to liquidate and subsequently filed for Chapter 7 bankruptcy. The outstanding balance of the loan as of September 30, 2019 was $2.7 million. As of June 30, 2019, the outstanding balance of the loan was $5.9 million and was classified as special mention. This increase in nonperforming assets in the third quarter of 2019 was partially offset by a $990 thousand reduction of other real estate owned, net, as the company continues to reduce its foreclosed properties portfolio.
• The ratio of allowance for loan losses to total gross loans was 0.80%, 0.82%, and 0.88% at September 30, 2019, June 30, 2019, and December 31, 2018, respectively. The company's allowance for loan losses does not include discounts recorded on loans acquired in the Merger, which were $2.9 million, $3.3 million, and $3.9 million as of September 30, 2019, June 30, 2019, and December 31, 2018, respectively.

Outlook

Greene concluded: "Our loan pipeline continues to be strong; however, the lower rate environment is resulting in some competitors offering terms with which we will not compete. Additionally, we anticipate accelerated pay-offs in this down-rate environment. We will continue our strategy of funding the highest yielding loans and emphasizing residential loan originations that can be sold in the secondary market. We will continue to walk-down deposit costs, which I expect will provide some support to our net interest margin.

"I continue to believe we are operating in two of Virginia's strongest markets and that these markets will perform well during most market conditions. Our recent $25 million subordinated notes offering provides us with adequate capital to continue our growth strategy, funding to possibly call our existing subordinated notes, and the ability to weather any unforeseen negative market conditions. Finally, our board of directors recently approved a share repurchase program, which we will utilize as market opportunities arise."

About Bay Banks of Virginia, Inc.

Bay Banks of Virginia, Inc. is the bank holding company for Virginia Commonwealth Bank and VCB Financial Group, Inc. Founded in the 1930s, Virginia Commonwealth Bank is headquartered in Richmond, Virginia. With 19 banking offices, including one loan production office, located throughout the greater Richmond region, the Northern Neck region, Middlesex County, and the Hampton Roads region, the bank serves businesses, professionals, and consumers with a wide variety of financial services, including retail and commercial banking, and mortgage banking. VCB Financial Group provides management services for personal and corporate trusts, including estate planning, estate settlement and trust administration, and investment and wealth management services.

Caution About Forward-Looking Statements

This press release contains statements concerning the company's expectations, plans, objectives, future financial performance and other statements that are not historical facts. These statements may constitute "forward-looking statements" as defined by federal securities laws. These statements may address issues that involve estimates and assumptions made by management, risks and uncertainties, and actual results could differ materially from historical results or those anticipated by such statements. Factors that could have a material adverse effect on the operations and future prospects of the company include, but are not limited to: changes in interest rates and general economic conditions; the legislative/regulatory climate; monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and Federal Reserve Board; the quality or composition of the loan or investment portfolios; demand for loan products; deposit flows; competition; demand for financial services in the company's market area; acquisitions and dispositions; implementation of new technologies and the ability to develop and maintain secure and reliable electronic systems; and tax and accounting rules, principles, policies and guidelines. These risks and uncertainties should be considered in evaluating the forward-looking statements contained herein, and readers are cautioned not to place undue reliance on such statements, which speak only as of the date they are made. Except to the extent required by applicable law or regulation, the company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

For further information, contact Randal R. Greene, President and Chief Executive Officer, at 844-404-9668 or Judy C. Gavant, Executive Vice President and Chief Financial Officer, at 804-518-2606 or inquiries@baybanks.com.

¹ See discussion of non-GAAP financial measures at the end of the Supplemental Financial Data tables that follow.