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 26, 2016
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 2.02 | Results of Operations and Financial Condition. |
On July 26, 2016, Bay Banks of Virginia, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2016.
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 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. | Description | ||
99.1 | Press release, dated July 26, 2016 announcing the Company’s financial results for the quarter ended June 30, 2016. |
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 26, 2016
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press release, dated July 26, 2016, announcing the Company’s financial results for the quarter ended June 30, 2016. |
Exhibit 99.1
Bay Banks Of Virginia, Inc., Reports Second Quarter Earnings
KILMARNOCK, Va., July 26, 2016 /PRNewswire/ -- Bay Banks of Virginia, Inc. (OTCQB: BAYK), holding company for Bank of Lancaster and Bay Trust Company, reported earnings of $586,000 for the quarter ended June 30, 2016 compared to earnings of $294,000 for the same quarter in 2015. Earnings for the six months ended June 30, 2016 were $1.1 million compared to $675,000 for the same period in 2015
"Earnings are the #1 priority for 2016 and they are growing. We're very proud of the success we've seen in our Richmond region, which is now making a positive contribution to net income," said Randal R. Greene, President and Chief Executive Officer. He continued "Richmond loans have grown to $51.1 million and now represent 15% of total loans. In the third quarter, we will be announcing an affiliation with a third party provider of credit card services, which will provide improved customer service for our cardholders, eliminate the Bank's exposure to credit card fraud and security breaches, and result in a significant one-time boost to income."
HIGHLIGHTS
Net income for the second quarter of 2016:
Net income for the first half of 2016:
Net interest margin:
Asset quality:
Capital levels remained solid:
NET INTEREST INCOME
Net interest income for the second quarter of 2016 increased 7.9%, or $257,000, compared to the second quarter of 2015. Interest income increased by $437,000 while interest expense increased by $180,000. The improved interest income was driven by growth in loans and investment securities, which offset reductions in loan yields. The increase in interest expense was due primarily to growth of money market deposit accounts and the subordinated debt issued in May 2015.
Net interest income for the first half of 2016 increased $419,000, or 6.4%, compared to the first half of 2015. Interest income increased by $886,000 while interest expense increased by $467,000. The improvement in interest income was driven primarily growth in loans and investment securities, which partially offset the reduced yields on loans. The increase in interest expense was due primarily to growth of money market deposit accounts and the subordinated debt issued in May 2015.
NON-INTEREST INCOME
Non-interest income for the three months ended June 30, 2016 increased by 18.2%, or $167,000, compared to the three months ended June 30, 2015. This increase was primarily the result of $98,000 in additional gains on the sale of investments, $83,000 additional secondary loan market income and a $65,000 increase in fiduciary fees.
Non-interest income for the six months ended June 30, 2016 increased by 7.8%, or $140,000, compared to the six months ended June 30, 2015. This increase was primarily the result of a $108,000 increase in gains on the sale of investments, $62,000 of additional secondary loan market income and $51,000 increase in fiduciary fees.
NON-INTEREST EXPENSE
For both the three months ended June 30, 2016 and 2015, non-interest expense totaled $3.6 million. These results included an increase of $11,000 in bank franchise taxes, due to additional bank capital, and a $39,000 increase in FDIC assessments, due to an increased assessment base. These increases were partially offset by a decrease of $25,000 in salaries and benefits.
For both the six months ended June 30, 2016 and 2015, non-interest expense totaled $7.3 million. These results included an increase of $55,000 in FDIC assessments, due to a higher assessment base.
BALANCE SHEET
Total assets increased by $12.0 million, or 2.6%, to $468.3 million during the first half of 2016. This is due to an increase of $3.8 million in the loan portfolio and $4.7 million of interest-bearing deposits held at other banks. On the liability side of the balance sheet, for the same time frame, deposits increased by $19.2 million, or 5.3%. Of the growth in total deposits, non-interest bearing deposits grew by $8.3 million. Increases in deposits allowed for reductions in FHLB borrowings, which decreased by $10.0 million.
ASSET QUALITY
Non-performing assets and loan charge-off levels remain comparable to peer banks. During the first half of 2016, non-performing assets, excluding troubled debt restructures (TDRs), decreased by $310,000 to $8.0 million, or 1.7% of assets. Classified assets increased by $1.6 million during the same period to $12.7 million, or 29.3% of tier 1 capital plus the allowance for loan losses. Net loan charge-offs totaled $824,000 during the six months, or 0.47% of loans, annualized, compared to 0.02% during the first half of 2015. This increase was primarily related to charging off loans to a borrower who perpetrated fraud against the Bank, and who has subsequently been sentenced to 18 months in federal prison. The fraudulent loan activity was disclosed earlier this year and the charge-offs were taken against a specific reserve that was established in the fourth quarter of 2015.
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 |
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Quarters ended: | 6/30/2016 | 3/31/2016 | 12/31/2015 | 9/30/2015 | 6/30/2015 |
(in thousands except for per share and share amounts) |
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BALANCE SHEET |
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Assets | $468,339 | $ 447,837 | $ 456,296 | $ 429,966 | $421,727 |
Loans receivable | 351,302 | 349,742 | 347,546 | 332,605 | 316,881 |
Deposits | 379,029 | 356,613 | 359,858 | 339,384 | 333,601 |
Loans to deposits | 92.7% | 98.1% | 96.6% | 98.0% | 95.0% |
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CAPITAL |
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Common equity | $ 41,212 | $ 40,440 | $ 39,569 | $ 40,058 | $ 39,587 |
Regulatory capital | 50,017 | 49,983 | 49,559 | 49,246 | 49,097 |
Total common equity to assets | 8.80% | 9.03% | 8.67% | 9.32% | 9.39% |
Tangible common equity to tangible assets* | 8.45% | 8.67% | 8.32% | 8.94% | 9.01% |
Tier 1 Leverage Ratio | 8.74% | 8.80% | 8.84% | 9.16% | 9.52% |
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PROFITABILITY MEASURES |
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Interest Income | $ 4,392 | $ 4,354 | $ 4,313 | $ 4,080 | $ 3,955 |
Interest Expense | 881 | 890 | 877 | 853 | 701 |
Net Interest Income | $ 3,511 | $ 3,464 | $ 3,436 | $ 3,227 | $ 3,254 |
Provision for (recovery of) Loan Losses | 183 | (35) | 1,243 | 84 | 205 |
Net Interest Income after Provision/recovery | $ 3,328 | $ 3,499 | $ 2,193 | $ 3,143 | $ 3,049 |
Noninterest Income | 1,084 | 858 | 784 | 773 | 917 |
Noninterest Expense | 3,636 | 3,680 | 3,956 | 3,585 | 3,616 |
Income (loss) before Taxes | $ 776 | $ 677 | $ (979) | $ 331 | $ 350 |
Income Taxes | 190 | 153 | (389) | 50 | 56 |
Net Income/(loss) | $ 586 | $ 524 | $ (590) | $ 281 | $ 294 |
Return on Average Assets | 0.51% | 0.47% | -0.54% | 0.26% | 0.29% |
Return on Average Equity | 5.74% | 5.24% | -5.93% | 2.82% | 2.96% |
Net interest margin | 3.37% | 3.35% | 3.44% | 3.30% | 3.49% |
Yield on earning assets | 4.21% | 4.20% | 4.29% | 4.15% | 4.23% |
Cost of funds | 0.86% | 0.88% | 0.88% | 0.89% | 0.76% |
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PER SHARE DATA |
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Basic Earnings per share (EPS) | $0.12 | $0.11 | ($0.12) | $0.06 | $0.06 |
Average basic shares outstanding | 4,774,856 | 4,774,856 | 4,774,856 | 4,780,649 | 4,802,032 |
Diluted Earnings per share (EPS) | $0.12 | $0.11 | ($0.12) | $0.06 | $0.06 |
Diluted average shares outstanding | 4,794,783 | 4,791,139 | 4,774,856 | 4,796,008 | 4,819,322 |
Book value per share (GAAP) | $8.63 | $8.47 | $8.29 | $8.39 | $8.27 |
Tangible book value per share (non-GAAP)* | $8.24 | $8.08 | $7.90 | $8.00 | $7.88 |
Period-end shares outstanding | 4,774,856 | 4,774,856 | 4,774,856 | 4,774,856 | 4,787,856 |
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ASSET QUALITY |
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Classified assets | $ 12,666 | $ 13,109 | $ 11,041 | $ 8,566 | $ 9,846 |
Classified assets to Tier 1 capital + ALL | 29.34% | 30.39% | 25.80% | 20.20% | 23.30% |
Non-performing assets (excluding TDR's) | $ 8,004 | $ 7,605 | $ 8,314 | $ 6,177 | $ 7,466 |
Non-performing assets to total assets | 1.71% | 1.70% | 1.82% | 1.44% | 1.77% |
Net charge-offs | $ 743 | $ 81 | $ 394 | $ 149 | $ 13 |
Net charge-offs to average loans | 0.85% | 0.02% | 0.46% | 0.18% | 0.02% |
Loan loss reserves to non-performing loans | 66.14% | 84.77% | 65.53% | 88.00% | 71.02% |
Loan Loss Reserve to Loans | 1.01% | 1.17% | 1.22% | 1.01% | 1.09% |
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* Tangible equity and tangible assets are net of goodwill. |
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