0001144204-15-045190.txt : 20150730 0001144204-15-045190.hdr.sgml : 20150730 20150730161525 ACCESSION NUMBER: 0001144204-15-045190 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150730 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150730 DATE AS OF CHANGE: 20150730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAY BANKS OF VIRGINIA INC CENTRAL INDEX KEY: 0001034594 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 541838100 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22955 FILM NUMBER: 151016357 BUSINESS ADDRESS: STREET 1: 100 S MAIN STREET CITY: KILMARNICK STATE: VA ZIP: 22482 BUSINESS PHONE: 8044351171 MAIL ADDRESS: STREET 1: 100 S MAIN STREET CITY: KILMARNOCK STATE: VA ZIP: 22482 8-K 1 v416718_8k.htm FORM 8-K

 

 

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): July 30, 2015

 

 

  

BAY BANKS OF VIRGINIA, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

     
Virginia 0-22955 54-1838100

(State or Other Jurisdiction

of Incorporation)

 

 (Commission File Number)

(IRS Employer

Identification No.)

 

 

100 S. Main Street, Kilmarnock, Virginia 22482

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (804) 435-1171

 

N/A

(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 (see General Instruction A.2. below):

 

¨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))

 

 
 

 

Item 2.02Results of Operations and Financial Condition.

 

On July 30, 2015, Bay Banks of Virginia, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2015.

 

A copy of the Company’s press release is attached and furnished herewith as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

 

Item 9.01Financial Statements and Exhibits.

 

  (d)Exhibits.

 

Exhibit No.   Description
99.1   Press release, dated July 30, 2015, announcing the Company’s financial results for the quarter ended June 30, 2015.

 

2
 

 

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.

 

       
  BAY BANKS OF VIRGINIA, INC.  
       
  By: /s/ Deborah M. Evans  
    Deborah M. Evans  
    Chief Financial Officer  
       
  July 30, 2015      

 

3
 

 

EXHIBIT INDEX

 

 

Exhibit No.   Description
99.1   Press release, dated July 30, 2015, announcing the Company’s financial results for the quarter ended June 30, 2015.

 

 

 

 EX-99.1 2 v416718_ex99-1.htm EXHIBIT 99.1

Bay Banks of Virginia, Inc. Reports Second Quarter Earnings

KILMARNOCK, Va., July 30, 2015 /PRNewswire/ -- Bay Banks of Virginia, Inc. (OTCQB: BAYK), holding company for Bank of Lancaster and Bay Trust Company, reported earnings of $294,000 for the quarter ended June 30, 2015 compared to $260,000 for the same quarter in 2014. For the six months ended June 30, 2015, earnings were $675,000 compared to $720,000 for the same period in 2014.

"We're very excited about our momentum in the Richmond, Virginia market. Richmond now makes up 17% of total deposits and 7% of total loans," said Randal R. Greene, President and Chief Executive Officer. He continued, "We're focused on basic community banking, gathering deposits and making loans, in order to grow core earnings. We've only been in Richmond for a little over a year, so those branches are still incurring start-up costs, but the focus on core earnings is compensating for nearly all those growth-related costs. Net interest income grew by $832,000 for the first half of 2015 compared to 2014. In June, we expanded our operation in Hartfield, Virginia and converted our existing loan production office to a retail branch. We also consolidated our three Lancaster County branches into two and completed a $7.0 million subordinated debt offering during the second quarter to enhance regulatory capital for continued growth."

Highlights for the second quarter included:

  • Total assets grew by $31.2 million, or 8.0%, during the first six months of 2015.
  • The Bank's deposits grew by $26.0 million, or 8.5%, during the first half of 2015.
  • The Bank's loans grew by $18.4 million, or 6.2%, during the first six months of 2015.  The portfolio of loans serviced for Fannie Mae grew by $2.7 million during the first half of 2015 to $67.4 million.
  • Earnings for the second quarter of 2015 were $0.06 per share compared to $0.05 for the second quarter of 2014.  Earnings for the first six months of 2015 were $0.14 per share compared to $0.15 per share for the same period in 2014.
  • Stock repurchases of 15,000 shares were made during the second quarter for a total of 30,000 shares for the first six months of 2015.
  • Subordinated debt totaling $7.0 million was issued during the second quarter of 2015, enhancing regulatory capital.
  • The second quarter's net interest margin was 3.49% compared to 3.70% for the prior quarter and 3.92% for the second quarter of 2014. 
  • Annualized return on average assets was 0.34% for the first six months of 2015 compared to 0.44% for the same period of 2014.

HIGHLIGHTS

Net income for the second quarter of 2015:

  • Net interest income declined by 1.5%, or $48,000, on a linked-quarter basis and increased by 11.2%, or $327,000, compared to the second quarter of 2014.
  • Provision for loan losses increased by $140,000 on a linked-quarter basis, and by $108,000 compared to the second quarter of 2014, to $205,000.
  • Noninterest income increased by $32,000 on a linked-quarter basis, and increased by 47.0%, or $293,000, compared to the second quarter of 2014.
  • Noninterest expense decreased $29,000 on a linked-quarter basis, and increased by 14.2%, or $449,000, compared to the first quarter of 2014.

Net income for the first half of 2015:

  • Net interest income increased by 14.5%, or $832 thousand for the first half of 2015 compared to the same period of 2014.
  • Provision for loan losses increased by $8 thousand for the first half of 2015 compared to same period of 2014.
  • Noninterest income increased by $65 thousand for the first half of 2015 compared to same period of 2014.
  • Noninterest expense increased $986 thousand for the first half of 2015 compared to same period of 2014.

Asset quality:

  • Total classified assets increased by $1.1 million on a linked-quarter basis, to $9.8 million, and increased by $783,000 compared to June 30, 2014.
  • As a percentage of tier 1 capital plus the allowance, total classified assets increased to 23.3% as of June 30, 2015, compared to 21.0% for the prior quarter-end and 22.6% as of June 30, 2014.
  • Nonperforming assets increased by $1.5 million on a linked-quarter basis, to $7.5 million, and increased by $2.8 million, or 59.4%, compared to June 30, 2014.
  • As a percentage of total assets, nonperforming assets increased to 1.77% as of June 30, 2015, compared to 1.51% on a linked quarter basis and to 1.37% as of June 30, 2014.
  • Annualized net loan charge-offs as a percent of average loans declined to 0.02% during the second quarter compared to 0.12% during the second quarter of 2014.
  • Allowance for loan losses increased to 1.09% of loans, up from 1.07% in the prior quarter and down from 1.15% at June 30, 2014. 
  • Coverage of loan loss reserves to non-performing loans decreased to 71.0% as of June 30, 2015, compared to 102.1% at the prior quarter end and 166.6% at June 30, 2014.

Net interest margin:

  • Net interest margin decreased to 3.49% this quarter compared to 3.70% on a linked-quarter basis and 3.92% for the second quarter of 2014.
  • Yield on earning assets decreased to 4.23% this quarter compared to 4.36% on a linked-quarter basis and 4.63% for the second quarter of 2014.
  • Cost of funds increased to 0.76% this quarter compared to 0.69% on a linked-quarter basis and 0.74% for the second quarter of 2014.

Capital levels remained solid:

  • Regulatory capital increased by $7.2 million on a linked-quarter basis, and by $9.0 million since June 30, 2014, to $49.1 million.
  • Tangible common equity as a percent of tangible assets decreased to 8.92% from 9.62% on a linked-quarter basis, and from 10.72% at June 30, 2014.
  • Tier 1 leverage ratio decreased to 9.52% this quarter compared to 9.89% last quarter.

SECOND QUARTER 2015 COMPARED TO SECOND QUARTER 2014

Net Interest Income

Net interest income for the second quarter of 2015 increased $327,000, or 11.2%, compared to the second quarter of 2014. This improvement was attributed to a $491,000 increase in interest income driven primarily by loan growth, which offset a reduced net interest margin. Interest expense increased by $164,000 due to growth of money market deposit accounts in the Richmond market.

Non-Interest Income

Non-interest income for the three months ended June 30, 2015 increased $293,000, or 47.0%, compared to the three months ended June 30, 2014. This increase was primarily the result of decreased losses on other real estate owned ("OREO") of $208,000 and an increase in secondary market lending income of $59,000.

Non-Interest Expense

For the three months ended June 30, 2015 and 2014, non-interest expense totaled $3.6 million and $3.2 million, respectively. The increase of $449,000 was primarily related to an increase of $243,000 in salaries and benefits and an increase of $88,000 in occupancy expense. Compared to the second quarter of 2014, the salaries and benefits increase is due to the Richmond market growth, as is the increase in occupancy expense.

SIX MONTHS ENDING JUNE 30, 2015 COMPARED TO THE SAME PERIOD IN 2014

Net Interest Income

Net interest income for first half of 2015 increased by $832,000, or 14.5%, compared to the first half of 2014. This improvement was attributed to a $1.0 million increase in interest income driven primarily by loan growth, which offset a reduced net interest margin. Interest expense increased by $207,000 due mainly to growth in money market deposit accounts in the Richmond market.

Non-Interest Income

Non-interest income for the six months ended June 30, 2015 increased $65,000, or 3.7%, compared to the six months ended June 30, 2014. This increase was primarily the result of a decreased losses on OREO of $139,000 and an increase in secondary lending fees of $59,000. These increases were partially offset by a decrease in gains from the disposal of assets. In 2014, a former branch was sold for a gain of $138,000.

Non-Interest Expense

For the six months ended June 30, 2015 and 2014, non-interest expense totaled $7.3 million and $6.3 million, respectively. The increase of $986,000 was primarily related to an increase of $704,000 in salaries and benefits and an increase of $165,000 in occupancy expense. Compared to the first half of 2014, the salaries and benefits increase is due to the Richmond market growth, as is the increase in occupancy expense.

BALANCE SHEET

Total assets increased $31.2 million, or 8.0%, to $421.7 million during the first half of 2015. This was primarily due to loan growth of $18.2 million, or 6.2%. On the liability side of the balance sheet, for the same time frame, deposits grew by $26.0 million, or 8.5%. Capital increased by $349,000 due to improved earnings partially offset by net increases in accumulated other comprehensive losses and the buyback of 30,000 shares of common stock.

ASSET QUALITY

During 2015, non-performing assets, excluding troubled debt restructures (TDRs) increased by $2.7 million to $7.5 million, or 1.8% of assets. Classified assets increased by $843,000 during the same period to $9.8 million, to 23.3% of tier 1 capital plus the allowance for loan losses.

For additional details on the Company's financial results, please refer to the Selected Financial Data attached.

About Bay Banks of Virginia, Inc.

Bay Banks of Virginia, Inc. is the bank holding company for Bank of Lancaster and Bay Trust Company. Founded in 1930, Bank of Lancaster is a state-chartered community bank headquartered in Kilmarnock, Virginia. With eight banking offices located throughout the Northern Neck region and in Middlesex County, and three banking offices in Richmond, Virginia, the bank serves businesses, professionals and consumers with a wide variety of financial services, including retail and commercial banking, investment services, and mortgage banking. Bay Trust Company provides management services for personal and corporate trusts, including estate planning, estate settlement and trust administration.

For further information, contact Randal R. Greene, President and Chief Executive Officer, at 800-435-1140 or inquiries@baybanks.com.

This report 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, general economic conditions, the legislative/regularity 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, and accounting principles, polices 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.

Selected Financial Data










Quarters ended:

6/30/2015

3/31/2015

12/31/2014

9/30/2014

6/30/2014

(in thousands except for per share and share amounts)



BALANCE SHEET




Assets

$ 421,727

$  393,598

$  390,486

$ 348,734

$ 341,156

Loans receivable

316,881

304,111

298,447

274,131

259,318

Deposits

333,601

308,848

307,585

275,905

267,086

Loans to deposits

95.0%

98.5%

97.0%

99.4%

97.1%




CAPITAL




Common equity

$   39,587

$    39,756

$    39,238

$   39,066

$   38,432

Regulatory capital

49,097

41,850

41,484,

40,824

40,126

Total equity to assets

9.39%

10.10%

10.05%

11.20%

11.27%

Tangible common equity to tangible assets

8.92%

9.62%

9.56%

10.66%

10.72%

Tier 1 Leverage Ratio

9.52%

9.89%

10.37%

10.95%

11.31%




PROFITABILITY MEASURES




Interest Income

$     3,955

$      3,905

$      3,796

$     3,515

$     3,464

Interest Expense

701

603

565

535

537

Net Interest Income

$     3,254

$      3,302

$      3,231

$     2,980

$     2,927

Provision for Loan Losses

205

65

159

190

97

Net Interest Income after Provision

$     3,049

$      3,237

$      3,072

$     2,790

$     2,830

Noninterest Income

917

885

874

1,070

624

Noninterest Expense

3,616

3,645

3,166

3,177

3,167

Income before Taxes

$        350

$         477

$         780

$        683

$        287

Income Taxes

56

96

182

171

27

Net Income

$        294

$         381

$         598

$        512

$        260

Return on Average Assets

0.29%

0.39%

0.64%

0.59%

0.31%

Return on Average Equity

2.96%

3.86%

6.11%

5.29%

2.72%

Net interest margin

3.49%

3.70%

3.85%

3.82%

3.92%

Yield on earning assets

4.23%

4.36%

4.50%

4.49%

4.63%

Cost of funds

0.76%

0.69%

0.68%

0.69%

0.74%




PER SHARE DATA




Basic Earnings per share (EPS)

$0.06

$0.08

$0.12

$0.11

$0.05

  Average basic shares outstanding

4,802,032

4,809,856

4,818,152

4,818,733

4,818,733

Diluted Earnings per share (EPS)

$0.06

$0.08

$0.12

$0.11

$0.05

  Diluted average shares outstanding

4,819,322

4,821,139

4,825,157

4,828,285

4,836,783

Tangible book value per share

$7.79

$7.81

$7.68

$7.64

$7.51

  Period-end shares outstanding

4,787,856

4,802,856

4,817,856

4,818,733

4,818,733




ASSET QUALITY




Classified assets

$     9,846

$      8,794

$      9,003

$     9,415

$     9,063

Classified assets to Tier 1 capital + ALL

23.30%

21.01%

21.70%

23.06%

22.59%

Non-performing assets (excluding TDR's)

$     7,466

$      5,943

$      4,759

$     5,072

$     4,684

Non-performing assets to total assets

1.77%

1.51%

1.22%

1.45%

1.37%

Net charge-offs

$          13

$           23

$         105

$          13

$          74

Net charge-offs to average loans

0.02%

0.03%

0.15%

0.02%

0.12%

Loan loss reserves to non-performing loans

71.02%

102.11%

162.86%

141.11%

166.55%

Loan Loss Reserve to Loans

1.09%

1.07%

1.07%

1.15%

1.15%