EX-99.1 2 dex991.htm INVESTOR PRESENTATION Investor presentation
A Strategic Alliance
Building Virginia’s Next Great Community Bank
Exhibit 99.1


2
Forward Looking Statements
Forward Looking Statements
The discussions
included in this presentation contain “forward-looking statements”
within the meaning of
the federal securities laws. These statements may be identified by use of words such as “may”, “could”,
“expect”,
“believe”,
“anticipate”,
“intend”,
“plan”
or
variations
thereof.
These
forward-looking
statements
may
contain
information
related
to
matters
such
as
Eastern
Virginia
Bankshares’
intent,
belief,
or
expectation
with
respect
to
matters
such
as
financial
performance.
Such
statements
are
necessarily
based
on
assumptions
and
estimates
and
are
inherently
subject
to
a
variety
of
risks
and
uncertainties
concerning
the
company’s
operations
and
business
environment,
which
are
difficult
to
predict
and
beyond
the
control
of
the
company.
Such
risks
and
uncertainties
could
cause
Eastern
Virginia
Bankshares’
actual
results
to
differ
materially
from
those
matters
expressed
or
implied
in
such
forward-
looking
statements.
For
an
explanation
of
certain
risks
and
uncertainties
associated
with
forward-
looking
statements,
please
refer
to
Eastern
Virginia
Bankshares’
recently
filed
Registration
Statement
on
Form S-3 as amended, Annual Report on Form 10-K and other SEC filings.


3
Important Merger Information
Important Merger Information
Eastern Virginia will file with the Securities and Exchange Commission a registration statement on Form S-4 to register the shares of its common
stock to be issued to the shareholders of First Capital in connection with the proposed transaction. The registration statement will include a joint
proxy
statement/prospectus
that
will
be
sent
to
the
shareholders
of
Eastern
Virginia
and
First
Capital
seeking
their
approval
of
the
proposed
merger. The joint proxy statement/prospectus will contain important information about Eastern Virginia, First Capital, and the merger and about the
persons soliciting proxies from shareholders in the merger, including the officers and directors of Eastern Virginia and First Capital, and their interests
in the merger, such as their stock ownership in First Capital.
Additional information about First Capital’s directors and executive officers is included in First Capital’s Annual Report on Form 10-K for the year
ended
December
31,
2008,
which
was
filed
with
the
Securities
and
Exchange
Commission
and
is
available
on
First
Capital’s
website
at
www.1capitalbank.com
and at the First Capital address provided below.
Additional information about Eastern Virginia’s directors and executive officers is included in Eastern Virginia’s Annual Report on Form 10-K for the
year
ended
December
31,
2008,
which
was
filed
with
the
Securities
and
Exchange
Commission
and
is
available
on
Eastern
Virginia’s
website
at
www.evb.com
and at the Eastern Virginia address provided below.
Eastern Virginia and First Capital urge their shareholders and other investors to read the registration statement on Form S-4 and the joint proxy
statement/prospectus included in the registration statement on Form S-4, and any other relevant documents to be filed with the SEC in connection
with the proposed transaction, because they will contain important information about Eastern Virginia, First Capital, and the proposed transaction.
Shareholders and investors may obtain free copies of the joint proxy statement/prospectus and other documents related to the merger, once they
are filed
with
the
SEC,
through
the
SEC’s
website
at
www.sec.gov.
Free
copies
of
the
proxy
statement/prospectus
and
other
relevant
documents
also
may
be
obtained
by
directing
a
request
by
telephone
or
mail
to
the
following:
Eastern Virginia Bankshares, Inc.
330 Hospital Road
Tappahannock, VA 22560
Attention: Cheryl Wood
Telephone Number: (804) 443-8422
First Capital Bancorp, Inc.
4222 Cox Road, Suite 200
Glen Allen, VA 23060
Attention: John Presley
Telephone Number: (804) 273-1254


4
Transaction Summary
Transaction Summary
Transaction Value:
Exchange Ratio:
$27
million
based
on
Eastern
Virginia
share
price
of
$8.90
(1)
Fixed at 0.98x exchange ratio
Holding Company:
Eight (8) Eastern Virginia board members
Five (5) First Capital board members
Expected Closing:
Year End 2009
Consideration Mix:      
100% common stock
Pro Forma Ownership:
67%
Eastern
Virginia
/
33%
First
Capital
(
3.0
million
shares
issued)
Bank:
Ten (10) EVB board members
Eight (8) First Capital Bank board members
Board
Representation
Cost Savings:
Identified $2.5 million in pre-tax cost savings
(1) EVBS stock price on 4/2/2009


5
Transaction Highlights
Transaction Highlights
Adds significant size and scale within the Richmond market
Pro forma franchise would rank 7th in Richmond MSA by deposits
Enhances long-term franchise value
Creates earnings momentum through identifiable synergies
Accretive to earnings
Adds significant management depth
Strong pro forma capital position
Complementary business mix
Retail vs. Commercial
Common community banking philosophy and culture
Low risk transaction
Familiar markets of operation
Extensive due diligence performed by management and third party loan review specialists
Strong IRR in excess of 15%


6
Expanding Richmond Area Footprint
Expanding Richmond Area Footprint
Source: SNL Financial
Pro forma financials estimated at close
Deposit market share excludes Capital One Financial Corporation due to lack of physical branch presence
Data as of 6/30/2008; pro forma for pending and recently completed acquisitions
Pro Forma Deposit Market Share
MSA: Richmond, VA
Total
Total
Deposits
Market
Branch
in Market
Share
Rank
Institution
Count
($000)
(%)
1
Bank of America Corp. (NC)
34
7,516,564
28.99
2
Wells Fargo & Co. (CA)
64
6,197,746
23.90
3
BB&T Corp. (NC)
47
2,986,091
11.52
4
SunTrust Banks Inc. (GA)
46
2,883,220
11.12
5
Union Bankshares Corp. (VA)
47
1,484,446
5.73
6
Franklin Financial Corporation (VA)
7
621,707
2.40
Pro Forma
19
604,244
2.33
7
Village Bank & Trust Finl Corp (VA)
15
448,013
1.73
8
C&F Financial Corp. (VA)
11
379,226
1.46
9
Central Virginia Bankshares (VA)
8
367,085
1.42
10
Community Bankers Trust Corp (VA)
8
361,426
1.39
11
Eastern Virginia Bankshares (VA)
12
306,727
1.18
13
First Capital Bancorp Inc. (VA)
7
297,517
1.15
Top 10
287
23,245,524
89.65
Totals
382
25,929,081
100.00
Eastern Virginia Bankshares, Inc. (25)
First Capital Bancorp, Inc. (7)
Pro Forma Financials
Assets
$1.6
B
Loans
1.2
Deposits
1.2
Equity
145
M
Branches
32


7
Management
Management
Source: SNL Financial
Holding Company
Chairman:
W. Rand Cook
Current Chairman of Board of Directors of EVBS
Vice-Chairman:
Grant S. Grayson
Current Chairman of the Board of FCVA
President and
Joe A. Shearin
Current President and Chief Executive Officer of EVBS
Chief Executive Officer:
Current President and Chief Executive Officer of EVB
Managing Director and
John M. Presley
Current Chief Executive Officer and Managing Director of FCVA
Chief Financial Officer:
Bank Level
President and
Robert G. Watts
Current President of FCVA
Chief Executive Officer:
Current Chief Executive Officer and President of First Capital Bank
Chief Operating Officer:
Joseph H. James, Jr.
Current Executive Vice President of EVB and Chief Operating Officer of EVBS
Current Senior Executive Vice President and Chief Operating Officer of EVB


1.29
0.89
1.31
0.00
0.50
1.00
1.50
2.00
EVBS Stand
Alone
EVBS Pro
Forma
EVBS Pro
Forma
1.72
1.38
0.50
1.00
1.50
2.00
2.50
EVBS Stand Alone
EVBS Pro Forma
Asset Quality
Asset Quality
Source: SNL Financial
(1) Assumes write-down of FCVA’s nonaccrual loans
(2) Includes the impact of FAS 141R and FAS 157
(3) Does
not
include
the
impact
of
new
accounting
guidance
under
FAS
141R
and
FAS
157
NPAs / Loans + OREO (%)
Reserves / Loans (%)
(1)
(2)
Extensive credit due diligence was conducted by management and third party loan review
specialists
(3)
8


Estimated Capital Ratios at Closing
Estimated Capital Ratios at Closing
As of 12/31/2008, both companies maintained strong capital levels above well capitalized
status
Capital levels have since improved as both companies have received TARP funds
EVBS:  $24 million
FCVA:  $11 million
EVBS and FCVA pro forma for TARP
(1) Pro forma capital estimated at close; includes estimated impact of FAS 141R and FAS 157
EVBS Estimated Capital Ratios
Stand Alone
Pro Forma
(1)
Tang. Common Equity / Tang. Assets
5.93%
5.25%
-
6.00%
Leverage Ratio
10.76%
8.75%
-
10.25%
Tier 1 Capital Ratio
13.12%
10.75%
-
12.20%
Total Capital Ratio
14.15%
11.50%
-
13.25%
9


10
Pro Forma Loans and Deposits
Pro Forma Loans and Deposits
Source: SNL Financial and company filings
Loan and deposit data as of 12/31/2008
EVBS Stand Alone
EVBS Pro Forma
Deposits
Loans
EVBS Stand Alone
EVBS Pro Forma
Total: $819M
Total: $1.2B
Total: $814M
Total: $1.1B
Consumer &
Other
6.5%
Construction
12.6%
Commercial
R.E.
27.1%
Commercial
8.4%
Residential
R.E.
45.4%
Consumer &
Other
5.0%
Construction
18.0%
Commercial
R.E.
28.1%
Commercial
10.1%
Residential
R.E.
38.9%
Jumbo Time
Deposits
22.2%
Retail Time
Deposits
31.1%
NOW & Other
Trans Accts
1.3%
MMDA &
Savings
34.3%
Demand
Deposits
11.1%
Jumbo Time
Deposits
26.0%
Retail Time
Deposits
33.7%
NOW & Other
Trans Accts
1.7%
MMDA &
Savings
27.6%
Demand
Deposits
11.0%


11
Estimated
Cost
Savings
Estimated
Cost
Savings
Identified revenue enhancements may provide additional earnings accretion
(2)
Cost savings include the potential closure of one branch location
(1)
Includes advertising costs, D & O insurance, examination fees, etc.
(2)
In order to be conservative, we did not include revenue enhancements in our analysis of the transaction
Pre-Tax Cost
Savings
Category
($000)
Personnel Costs
$1,340
Outside Service Fees (Data Processing, etc.)
470
Audit, Tax & Accounting
135
Rent
335
Other
(1)
220
Total Estimated Cost Savings
$2,500
Percent of FCVA 2008 Expense Base
29%


12
Virginia Community Banking Landscape
Virginia Community Banking Landscape
Source: SNL Financial
Pro forma financials do not include purchase accounting adjustments
List includes all publicly traded banks and thrifts in Virginia with assets greater than $400 million; Data as of most recent quarter available
Building a strong platform for future growth
Total
Total
Market
Assets
Deposits
Cap
Institution
Ticker
($M)
($M)
($M)
Union Bankshares Corporation
UBSH
$3,853
$3,055
$354
TowneBank
TOWN
3,134
2,239
455
Hampton Roads Bankshares, Inc.
HMPR
3,086
2,296
157
StellarOne Corporation
STEL
2,957
2,323
326
Carter Bank & Trust
CARE
2,800
2,471
156
Virginia Commerce Bancorp, Inc.
VCBI
2,716
2,172
116
First Community Bancshares, Inc.
FCBC
2,286
1,631
154
Cardinal Financial Corporation
CFNL
1,744
1,180
146
Burke & Herbert Bank & Trust Company
BHRB
1,700
1,303
266
Eastern Virginia Bankshares, Inc.
EVBS
1,483
1,148
79
Community Bankers Trust Corporation
BTC
1,377
1,118
75
Commonwealth Bankshares, Inc.
CWBS
1,085
763
34
First Bancorp, Inc.
FBLV
999
823
208
Middleburg Financial Corporation
MBRG
985
745
57
National Bankshares, Inc.
NKSH
935
818
128
C&F Financial Corporation
CFFI
856
551
48
Old Point Financial Corporation
OPOF
835
647
89
American National Bankshares Inc.
AMNB
789
589
92
Access National Corporation
ANCX
702
485
51
Valley Financial Corporation
VYFC
674
466
22
Highlands Bankshares, Inc.
HBKA
673
527
47
Monarch Financial Holdings, Inc.
MNRK
597
496
28
Alliance Bankshares Corporation
ABVA
573
429
10
Village Bank and Trust Financial Corp.
VBFC
572
466
18
First National Corporation
FXNC
548
447
48
Chesapeake Financial Shares, Inc.
CPKF
538
428
41
Eagle Financial Services, Inc.
EFSI
528
387
46
Fauquier Bankshares, Inc.
FBSS
515
400
40
Community Financial Corporation
CFFC
508
357
17
Central Virginia Bankshares, Inc.
CVBK
486
348
10
Bank of Southside Virginia Corporation
BSSC
482
420
146
F & M Bank Corp.
FMBM
472
342
59
Southern National Bancorp of Virginia, Inc.
SONA
432
309
44


A Strategic Alliance
Building Virginia’s Next Great Community Bank