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): June 28, 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.

Attached as Exhibit 99.1 is a handout containing information that the members of Virginia National Bankshares Corporation (the "Company") management will use during meetings with investors, analysts and other interested parties to assist their understanding of the Company from time to time during the second quarter of 2022. A copy of the presentation will be made available at Virginia National Bankshares Corporation's website (www.vnbcorp.com) and is attached as Exhibit 99.1 to this report.

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	Investor Presentation
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 28, 2022	By:	/s/ Tara Y. Harrison
			Tara Y. Harrison Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

 

Investor Presentation June 2022 Virginia National Bankshares Corporation

 

Disclosures Forward-Looking Statements Certain statements in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, statements with respect to the Company’s operations, performance, future strategy and goals, and 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; changes in laws, regulations and guidance; changes in accounting principles or guidelines; performance of assets under management; expected revenue synergies and cost savings from the recently completed merger with Fauquier may not be fully realized or realized within the expected timeframe; the businesses of the Company and Fauquier may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; revenues following the merger may be lower than expected; customer and employee relationships and business operations may be disrupted by the merger; and other factors impacting financial services businesses. Many of these factors and additional risks and uncertainties are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 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. Non-GAAP Financial Measures The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles (“GAAP”) and prevailing practices in the banking industry. However, management uses certain non-GAAP measures to supplement the evaluation of the Company’s performance, including (i) net interest income (FTE), (ii) efficiency ratio (FTE), (iii) net interest margin (FTE), (iv) ALLL to total loans, excluding acquired loans and fair value mark, (v) ALLL to total loans, excluding PPP loans and (vi) tangible book value per share. Management believes presentations of these non-GAAP financial measures provide useful supplemental information that is essential to a proper understanding of the operating results of the Company’s core businesses. These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Reconciliations of GAAP to non-GAAP measures are included at the end of this release. 1

 

Today's Presenters William D. Dittmar, Jr. Chairman of the Board Served as a Director of Virginia National Bank since its formation in 1998 Managing member of Enterprise Properties, LLC In addition to his extensive business background as a corporate executive, real estate executive and project manager, Mr. Dittmar is also well-versed in economic issues Glenn W. Rust President, CEO & Director Joined the Company in 2006 Over 48 years of experience in financial services, technology and network systems design, corporate restructuring and government infrastructure analysis Previously served in various executive management positions at Texas Commerce Bank, Chemical Bank, J.P. Morgan, Chase and Sterling Bank Tara Y. Harrison Chief Financial Officer & Executive Vice President Joined the Company in 2016 Over 20 years of experience in corporate finance, accounting, audit and risk management Previously served as Director of Internal Audit of StellarOne Corporation and Chief Financial Officer at Guaranty Financial Corp. Diane E. Corscadden-Weaver President and Director of Virginia National Bank Joined the Company in 2021 Over 35 years of banking experience as an executive team lead with a demonstrated history of leadership Prior to joining Virginia National Bank, she held various executive management positions at Atlantic Union Bank, Access National Bank, Chain Bridge Bank, and James Monroe Bank. Source: Company Documents 2

 

Table of Contents 1. Introduction to Virginia National 2. Financial Highlights 3. Why VABK? 4. Appendix

 

Introduction to Virginia National VIRGINIA NATIONAL BANKSHARES CORPORATION

 

Overview of Virginia National Bankshares Corporation Our Story $1.9 billion in assets bank holding company headquartered in Charlottesville, VA Seasoned management team with over 220 years of collective banking experience Dominant deposit market share in core markets Recent expansion into high growth markets Conservative credit culture: 0.66%of cumulative losses in Global Financial Crisis (“GFC“) vs. banking industry over 8% Strong tangible book value growth Virginia’s Premier Community Bank $1.9B Assets $1.0B Loans $1.8B Deposits Norfolk Richmond Charlottesville Washington D.C. Fredericksburg Harrisonburg Faquier Manassas Alexandria Reston Staunton Winchester Martinsburg Frederick Baltimore Columbia Annapolis VA WV MD VABK Branches (18) Soundness Growth Profitability 0.0% NPAs / Loans + OREO 0.1% NCOs / Avg. Loans 1.02% ROAA 14.8% ROATCE 25% Asset CAGR since 2016 26% Deposit CAGR since 2016 Source: S&P Global Market Intelligence; Company documents Data as of or for the three months ended 3/31/22 5

 

Experienced Management and Board of Directors Seasoned Executive Leadership Experienced and Balanced Board Board Member (Age) Board Tenure Experience William D. Ditmar, Jr. (69) Chairman of the Board 24 Years Corporate executive and investor at Enterprise Properties, LLC John B. Adams, Jr. (77) Vice Chairman of the Board 1 Year * Chairman of Fauquier Bank; CEO of Bowman Companies, Inc. Steven W. Blaine (64) Director 24 Years Of Counsel with Woods Rogers PLC Kevin T. Carter (56) Director 1 Year * Managing Director for Lansdowne Resort Hunter E. Craig (61) Director 24 Years Principal real estate broker with Georgetown Real Estate Randolph D. Frostick(65) Director 1 Year * Co-Founder, Of Counsel Vanderpool, Frostick& Nishanian, P.C. James T. Holland (81) Director 9 Years Former President & CEO of O’Sullivan Corporation Linda M. Houston (64) Director 4 Years Former Managing director & executive with Merrill Lynch Jay B. Keyser (65) Director 1 Year * Chief Executive of the William A. Hazel Family Office Glenn W. Rust (66) Director 16 Years President & CEO of Virginia National BanksharesCorporation Sterling T. Strange III (61) Director 1Year * President, Founder & CEO of The Solution Design Group, Inc. Gregory L. Wells (65) Director 10 Years Former CEO of ACAC Fitness and Wellness Centers Glenn W. Rust President, CEO & Director Age: 66 Banking Experience: 48 Years Virginia National Experience: 16 Years Diane Corscadden-Weaver President & Director of Virginia National Bank Age: 59 Banking Experience: 35 Years Virginia National Experience: 1 Year Tara Y. Harrison Chief Financial Officer & Executive Vice President Age: 53 Banking Experience: 22 Years Virginia National Experience: 6 Years Donna G. Shewmake General Counsel, Corporate Secretary & Executive Vice President Age: 61 Legal Experience: 37 Years Virginia National Experience: 14 Years Virginia R. Bayes Chief Credit Officer & Executive Vice President Age: 61 Banking Experience: 35 Years Virginia National Experience: 24 Years Mark Meulenberg Chief Investment Officer of Masonry Capital Management Age: 50 Investment Management Experience: 29 Years Virginia National Experience: 14 Years Todd Sturman Head of Sturman Wealth Advisors Age: 48 Wealth Advisory Experience: 23 Years Virginia National Experience: 7 Years Wendy Stone Senior Fiduciary & Trust Officer of VNB Trust & Estate Services Age: 53 Fiduciary & Trust Experience: 26 Years Virginia National Experience: 8 Years Company insiders own approximately 13% of common shares and equivalents(1) Source: S&P Global Market Intelligence; Company Documents (1) Per Company’s 2022 Proxy Statement, as of April 25, 2022 * Indicates that, while new to the VABK Board of Directors, individual holds prior board experience at Fauquier Bankshares Inc. 6

 

Our Corporate Vision Customer Experience Empowered Employees Local Commitment Deliver caring and innovative financial solutions to our communities Commitment to customer journey Investment in digital strategy Recognition within markets for customer service excellence Unwavering commitment to invest in the long-term financial health and stability of individuals, businesses, and charitable organizations Tag Line: “It’s all about people… and always will be” Embrace diversity, equity, and inclusion and provide growth and enrichment opportunities High-performing team committed to fulfilling promises and building lasting relationships Shared vision of guiding principles, core values and strategies that guide the Company Exceptional service begins and ends with people Access to local decision makers Quick response Relationship Banking Enriching lives and building stronger communities Support Customers Engaged In “Going Green” Campaigns “Best Bank / Credit Union” 7

 

History of Our Growth Timeline of Major Events 1998 Virginia National Bank opened in Charlottesville after receiving OCC Charter, with more than 900 local shareholders 2006 Glenn Rust joined Virginia National as President and Director 2007 VNBTrust, a national bank trust and wholly owned subsidiary, formed to offer trust and estate administration services 2008 Opened new corporate headquarters, a full-service office on Pantops Mountain just east of the Charlottesville city limits 2016 Acquired Sturman Wealth Advisors and incorporated as a line of business 2018 VNBTrust merged into the Bank; formed Masonry Capital Management, LLC, offering investment advisory and management services to clients 2019 Opened Richmond loan production office in the second quarter 2020 Announced Merger Agreement with Fauquier Bankshares, Inc. and The Fauquier Bank 2021 Completed merger with Fauquier / Hired Diane Corscadden-Weaver as President and Director of Virginia National Bank 2022 Opened full-service office in Richmond; hired Northern Virginia commercial lenders Footprint Through Time 2006 8 Total Offices Winchester Orange Charlottesville Arvonia 2022 18 Total Offices Winchester Fauquier Charlottesville Richmond Consistent Balance Sheet Growth CAGR ‘06 – Q1 ‘22: 13% $302.5 $458.3 $567.5 $848.4 $1935.2 2006 2010 2015 2020 Q1 ’22 Total Assets ($M) Source: S&P Global Market Intelligence Data as of or for the twelve months ended each year end stated; Q1 ’22 data as of or for the three months ended 3/31/22 8

 

Overview of Virginia’s Economy Virginia Market Highlights Ranked the Top State for Business two years in a row CNBC 2021 Ranked #7 Overall Best State to Live In US News #5 for employment #5 for opportunity equality #12 for health care#12 for education Ranked #4 Best State for Business Forbes #6 fastest rate of new business growth from 2014 – 2019 IBISWorld 279,981 total businesses $486B gross state GDP 13th lowest state unemployment rate in the U.S. based on April 2022 data 42% of Virginians have a bachelor’s degree or higher U.S. Census21 Fortune 500 Companies Headquartered in Virginia Top Counties in the US – 2022 Proj. Median HHI ($000)

Virginia $162.4 $148.7 $146.5 $142.0 $137.0 $137.0 $136.2 $131.8 $129.0 $128.9 Loudoun, vas an mateo, ca santa clara, ca falls church, va Fairfax, vas an Francisco, ca los alamos, nm douglas, co Nassau, ny Arlington, va Major employers Freddie macAmazon general dynamics pfg performance food group dollar tree altria carmax dxc technology markel dominion energy leidosVirginia national bankshares corporation

 

Overview of Our Markets Charlottesville, VA MSA (2022 Population: 233,639)(1) $11.9 billion GDP in 2020 2 ~6 thousand businesses operating within the MSA, including 6 Fortune 500s in 2020 3 Ranked 5th best place to live in 2021 by Livability Richmond, VA MSA (2022 Population: 1,328,751)(1)$90.5 billion GDP in 2020 2 ~33 thousand businesses operating within the MSA in 2020 3 Ranked 3rdbest city outside Silicon Valley for startups in 2021 by BroadBandNow Washington D.C. MSA (2022 Population: 6,441,102)(1) $561.0 billion GDP in 2020 2 ~157 thousand businesses operating within the MSA, including 15 Fortune 500s in 2020 3 Named a 2022 “Best Place to Live” by U.S. News & World Report Fauquier & Prince William County, VA 559,059 combined 2022 population 1 $25.1 billion combined GDP in 2020 2 $125,459 combined 2027 projected HHI 4 (1) Source: U.S. Bureau of Labor Statistics; aggregated by S&P Global Market Intelligence (2)Source: U.S. Bureau of Economic Analysis; data for the year 2020 as of 6/6/22 (3)Source: U.S. Census Bureau County Business Patterns; data for the year 2020 as of 6/6/22 (4)Population weighted between Prince William County and Fauquier County, Virginia ‘22 – ’27E Proj. Population Growth (%) (1) 4.1% Washington, dc charlotte sville, va Richmond, va fauquier & prince willian county, va(4) southeast usa 4.2% 4.5% 5.3% 3.4% 3.2% ‘22 – ’27E Proj median household income growth (%)(1) 8.9% 12.2% 10.2% 8.1% 10.9% 12.1% Washington, dc charlotte sville,va Richmond, va fauquier & prince William county,va(4) southeast usa April 2022 unemployment rate (%) 3.0% 2.2% 2.8% 2.4% 2.8% 3.3% Washington, dc charlotte sville, va Richmond, va fauquier & prince William county, va (4) Southeast usaVirginia national bankshares corporation

 

Dominant Market Share in Core Markets Charlottesville, VA MSA *Rank institution deposits ($mm) market share branches 1 2 3 4 5 6 7 8 9 10 Bank of America corp. Truist financial corp. Wells fargo & co.Virginia national bankshares corp. Atlantic union bankshares corp.United bankshares inc. First citizens Bancshares inc.Blue ridge bankshares inc. Old dominion national bank Bank of the james financial group inc. $1,596 1,459 1,248 757 749 286 119 109 70 41 24.23% 22.15 18.95 11.49 11.37 4.34 1.81 1.65 1.06 0.62 7 11 7 5 6 3 2 1 2 3 Rank institution deposits ($mm) market share branches 1 2 3 4 5 6 7 8 9 Capital one financial corp.Virginia national bankshares corp. Truist financial corp. Atlantic union bankshares corp. Oak view bankshares inc. Wells fargo & co. The pnc financial services group inc. Summit financial group, inc. Primis financial corp. $1,607 639 475 267 220 171 119 60 39 44.69% 17.75 13.19 7.41 6.11 4.77 3.31 1.67 1.09 1 5 3 1 2 1 1 1 1 Source: S&P Global Market Intelligence Deposit data as of 6/30 each respective year *Prior to Truist merger, Virginia National was ranked third in Charlottesville MSA by deposit market share Historical Growth in Charlottesville Deposits ($B) VABK CAGR: 14.2% Charlottesville MSA CAGR:5.8% 11.5% Rank: 4 $757 9.8% rank:5 $354 4.1% Rank:7 $82 2000 2011 2021 Vabk deposit market share & rank Virginia national bankshares corporation

 

Pro Forma Branch Footprint Fbss branches (10) Vabk banches(8) Overview of our Merger with Fauquier Bankshares Inc. Pro Forma Branch Footprint Creates a Top 10 largest Virginia-based community bank(1) Improves demographics ’22 - ’27 projected pop. growth: 4.07% ’22 - ’27 rojected pop. growth: 4.26% $94,085 Median HHI $108,285 Median HH Scale $918M Assets $1.8B Assets $621M Loans $1.2B Loans $804M Deposits à$1.6B Deposits Fauquier was 95% core funded with 24% demand deposits and a 0.21% cost of deposits Attractive Financial Impact At Announcement Actual as of 2021 Year End >25% ’21 EPS Accretion $7MMerger Charges$7MEstimated Cost Savings3.9 yearsTBV Earnback>30%’21 EPS Accretion$7M Merger Charges $11M Estimated Cost Savings 2.4 years TBV Earnback Source: Company documents, S&P Global Market Intelligence Standalone data as of the quarter prior to announcement (Q3 ’20) (1) Community banks defined as less than $15 billion in total assets Virginia national bankshares corporation

 

Organic Growth vs. M&A Continue our organic growth strategy in Northern Virginia and Richmond Hired our bank president, Diane Corscadden-Weaver, who has spent her entire career as a banker in Northern Virginia Hired 4 commercial / business lenders in Richmond and Northern Virginia in 2022 Maintain dominant deposit market share in Charlottesville MSA and Fauquier County Focus on growing fee income lines of business Evaluative select M&A opportunities to enhance franchise depth, reach and product suite Depositories, financial technology, fee income businesses Virginia national bankshares corporation

 

Financial Hignlights Virginia National Bankshares Corporation

 

Balance Sheet Trends Total Assets($M) Total Gross Loans ($M) ’16 - Q1 ’22 CAGR: 24.8% ’16 – ’20 CAGR: 8.8% $605 $644 $645 $703 $848 $1972 $1935 2016 2017 2018 2019 2020 2021 Q1 ’22 Total Gross Loans ($M) ’16 - Q1 ’22 CAGR: 15.1% ’16 – ’20 CAGR: 6.0% $482 $529 $537 $540 $609 $1061 $1,007 2016 2017 2018 2019 2020 2021 Q1 ’22 Total Deposits ($M) ’16 - Q1 ’22 CAGR: 26.1% ’16 – ’20 CAGR: 8.6% $525 $543 $573 $621 $731 $1,796 $1,774 2016 2017 2018 2019 2020 2021 Q1 ’22 Source S&P Global Market Intelligence Data as of or for the twelve months ended each stated; Q1 ’22 data as of or for the three months ended 3/31/22 15 Virginia National Bankshares Corporation

 

Core Funded Deposit Portfolio Deposit Composition & Deposits by Geography (%) Historical Deposit Composition ($M) Retail Time Deposits 6% Jumbo Time Deposits 2% Demand Deposits 30% Now Accounts 25% Money market & Savings 36% Northern Virginia 12% Central Virginia 43% Fauquier Country 45% Historical Deposit Composition ($M) $525 $115 $233 $177 2016 $543 $109 $240 $194 2017 $573 $109 $277 $187 2018 $621 $109 $344 $168 2019 $731 $99 $420 $212 2020 $1,796 $162 $1,111 $523 2021 $1,774 $155 $1,094 $525 Q1 ’22 Demand Other Core Deposits Non-Core Deposits Cost of Deposits Over Time Last Cycle VABK Deposit Beta(1): 23.6% 0.19% 0.19% 0.20% 0.22% 0.28% 0.51% 0.59% 0.78% 0.76% 0.39% 0.34% 0.23% 0.20% Q1 ’16 Q3 ’16 Q1 ’17 Q3 ’17 Q1 ’18 Q3 ’18 Q1 ’19 Q3 ’19 Q1 ’20 Q3 ’20 Q1 ’21 Q3 ’21 Q1 ’22 Source: S&P Global Market Intelligence Data as of or for the twelve months ended each year end stated; quarterly data as of or for the three months ended quarter stated (1) Deposit beta for the last cycle of rising fed funds Q4 ’16 to Q4 ’18 16 Virginia National Bankshares Corporation

 

Loan Composition Highlights Loan Composition (%) No Shared National Credit Exposure And Limited Exposure To Purchased And Participated Loans (As Of 6/15/22) Funded $207.5 Million Paycheck Protection Program Loans Over The Program, With Origination Fees Of 3.9% 12 Commercial Bankers Throughout Our Footprint Loan Composition (%) Loans / Deposits (%) Historical Loan Composition ($M) Source: S&P Global Market Intelligence Data As Of Or The Twelve Months Ended Each Year End Stated; Q1 ’22 Data As Of Or For The Three Months Ended 3/31/22 17 Virginia National Bankshares Corporation Non Owner Occupied Cre 24% Ower Occupied Cre 18% Multifamily 14 Family 33% C&D 6% Consumer & Other 4% Ppp 1% C &I 9% 91.9% 2016 4.13% 97.4% 2017 4.24% 93.8% 2018 4.53% 86.9% 2019 4.62% 83.4% 2020 4.15% 59.1% 2021 4.32% 56.8% Q1 ’22 4.23% 20-Year Average: 77.4% Yield On Loans (%) Ppp Other Commercial - Investment Real Estate Commercial – Operating Companies $482 $168 $165 $149 2016 $529 $180 $187 $161 2017 $537 $180 $179 $178 2018 $540 $191 $172$177 2019 $609 $136 $210 $2092020 $1,061 $381 $386 $274 2021 $21 $1,007 $375 $375 $357 $265 Q1 ’22 $10

 

Asset- Quality Cumulative losses from the Global Financial Crisis of 0.66%(1) Post-Global Financial Crisis Peak NPAs of $8.7mm, 1.98% of total assets, in 2009 NPAs / Loans + OREO (%) NCOs / Average Loans (%) 20-Year Average: 0.12% $2.6 $2.8 $2.5 $1.3 $2.1 $2.0 $48 $1,025$2,056$376 $485 $298 Nonperforming Assets ($M) = Net Charge-Offs (Recoveries) ($000) Loan Loss Reserve / Gross Loans (%) Loan Mark / Gross Loans Loan Loss Reserve / Gross Loans Source: S&P Global Market Intelligence $4.0 $4.9 $4.2 $5.5 $6.0 $5.8 0.01% 0.19% 0.39$ 0.06% 0.05% 0.12% 2017 2018 2019 2020 2021 Q1 ’22 2017 2018 2019 2020 2021 Q1 ’22 0.49% 0.53% 0.46% 0.21% 020% 0.20% 2017 2018 2019 2020 2021 Q1 ’22 0.76% 0.91% 0.78% 0.90% 1.17% 1.73% 0.56% 1.79% 1.21% 0.58% loan loss reserve ($M) data as of or for the twelve months ended each end ended, Q1 ’22 data as of or for the three months ended 3/31/22 (1) Calculated as the sum of ncos for the years 2008 – 2012 divided by total loans as of 12/31/08

 

Diversified business segments Differentiated Revenue Streams Total Revenue by Segment ($000) Wealth & investment advisory services Revenue generated primarily from investment advisory and financial planning fees; decreasing portion from brokerage commissions Purchased this book of business in 2016 Investment management services for separately managed accounts and private investment fund Employs a value-based, catalyst-driven investment strategy Revenue primarily generated from management fees, which are derived from AUM Corporate trust services, trust and estate administration, IRA administration and custody services, and in-house investment management Revenue generated from administration, service and sturman wealth advisors masonry capital vnb trust & estate services struman wealth advisors masonry capital vnb trust & estate service vnb wealth noninterest income/operating revenue (%)Source: S&P Global Market Intelligence Data as of or for the twelve months ended each year end stated; Q1 ’22 data as of or for the three months ended 3/31/22 Segment revenue not broken out from VNB Wealth in 2017 & 2018 Includes a $2.4 million one time payment to resolve a commercial dispute 2017 2018 2019 2020 2021 Q1 ’22 $3,153 $3,153 21.6% $2,815 $2,815 19.5% $2,320 $431 $1,284 $605 18.9% $1,36 $411 $825 $700 19.6% $4,751 $1,579 $1,969 $1,213 18.9% $3,253 $ 206 $2,831(1) $216 17.3% Virginia National Bankshares Corporation

 

Operating Expense Noninterest Expense / Average Assets (%) 2.54% 2.51% 2.73% 2.35% 2.58% 2.08% 2017 2018 2019 2020 2021 Q1 ‘22 Noninterest Expense ($M) Noninterest Expense Detail 2017 2018 2019 2020 2021 Q1 ’22 Compensation & Benefits $8.3 $8.0 $9.2 $9.5 $16.1 $4.7 Occupancy & Equipment 2.4 2.3 2.3 2.4 4.5 1.5 Marketing and Promotion Expense 0.0 0.0 0.0 0.4 0.9 0.3 Professional Fees 0.0 0.0 0.4 0.7 1.1 0.3 Tech & Communications Expense 0.0 1.0 1.2 1.7 3.8 1.0 Amrt of Intang & Goodwill Impair 0.0 0.0 0.0 0.0 1.4 0.5 Other Expense 5.2 4.7 4.7 4.1 14.7 1.7 Total Noninterest Expense $15.9 $16.0 $17.8 $18.8 $42.5 $10.1 Assets / Full Time Employee ($000) $7.9 $7.5 $7.2 $9.9 $11.4 $11.9 2017 2018 2019 2020 2021 Q1 ’22 $90 $115 $89 $104 $100 $99 =Deposits / Branch Noninterest Expense / Average Assets versus Peers 2.08% 2.30% 1.98% VABK Peer Median KRX Source: S&P Global Market Intelligence Data as of or for the twelve months ended each year end stated; Q1 ’22 data as of or for the three months ended 3/31/22 Peers include major-exchange traded banks headquartered in FL, GA, KY, MD, NC, SC, TN, VA, and WV with total assets between $1.5 - $10 billion The KRX (KBW Nasdaq Regional Banking Index) is a modified market capitalization weighted index designed to track the performance of publicly traded leading regional banks and thrifts 20 VIRGINIA NATIONAL BANKSHARES CORPORATION

 

Profitability Trends Core Return on Average Assets (%) 1.06% 1.34% 1.04% 1.05% 1.04% 0.81% 2017 2018 2019 2020 2021 Q1 ’22 Core Return on Average Tangible Common Equity (%) 10.7% 12.7% 9.2% 10.6% 13.2% 11.0% 2017 2018 2019 2020 2021 Q1 ’22 Net Interest Margin (%) 3.63% 3.80% 3.57% 3.17% 2.94% 2.55% 2017 2018 2019 2020 2021 Q1 ’22 Core Efficiency Ratio (%) 57.8% 56.2% 62.7% 56.5% 49.7% 67.8% 2017 2018 2019 2020 2021 Q1 ’22 Source: S&P Global Market Intelligence Data as of or for the twelve months ended each period stated; Q1 ’22 data as of or for the three months ended 3/31/22 Refer to the Non-GAAP reconciliation in the appendix for a calculation of core metrics 21 VIRGINIA NATIONAL BANKSHARES CORPORATION

 

Securities Book Overview Investment Securities Average Balance and Yield 2.2% 2.5% 2.4% 1.9% 1.7% 1.9% $75 $66 $68 $121 $252 $313 2017 2018 2019 2020 2021 Q1 ’22 Average Securities Balance Yield on Securities Accumulated Other Comprehensive (Loss) Income ($0.9) ($1.3) ($0.0) $1.5 ($2.2) ($21.6) 2017 2018 2019 2020 2021 Q1 ’22 Maturity Schedule (As of 12/31/21) $507 $611 $38,669 $93,773 $172,975 <1 Year 1-5 Years 5-10 Years 10+Years MBS Cash and Securities Portfolio Composition Security Book Value ($000s) Book Yield % of Total Cash & Due $317,597 0.02% 37.6% Fed Funds Sold 152,523 0.74 18.1 US.Gov’t 39,393 1.36 4.7 US. Agencies 32,021 1.42 3.8 Mortgage-Backed Securities 192,839 1.49 22.8 Municipal Securities 100,985 1.99 12.0 Other Securities 8,807 6.41 1.0 Total $844,165 0.90% 100% Source: S&P Global Market Intelligence Data as of or for the twelve months ended each year end stated; Q1 ’22 data as of or for the three months ended 3/31/22 22 VIRGINIA NATIONAL BANKSHARES CORPORATION

 

Interest Rate Sensitivity Variable vs. Fixed Rate Loans (As of 12/31/21) 52% 24% 48%27% Fixed Rate Loans Adjustable Rate Loans(1)Variable Rate Loans Static Shock / Rate Ramp Analysis (2-Year Immediate Shock) Net Interest Income % Change $10,143, 10.1% $20,123, 18.2% $29,043, 24.3% $36,918, 29.0% Shock + 100 bps Shock + 200 bps Shock + 300 bps Shock + 400 bps •$514 million of total variable rate loans •$547 million of total fixed rate loans –$256 million ARMs will reprice in the next 5 years • $91 million of interest rate swaps •32% of loans have floors GAP Summary ($M) Rate Sensitive Assets Immediate 0-3 Months 3-12 Months 12-24 Months 24-48 Months >48 Months Cash & Equivalents $317.6 $0.0 $0.0 $0.0 $0.0 $0.0 Securities 5.1 12.2 71.8 35.0 45.9 204.1 Loans 39.9 204.8 176.6 132.8 263.8 203.8 Interest Bearing Deposits 5.8 99.2 142.7 139.9 250.7 612.8 Source: Company documents Data as of or for the three months ended 3/31/22, unless otherwise stated (1) Adjustable rate mortgages are classified as fixed loans that reprice after 5 years 23 VIRGINIA NATIONAL BANKSHARES CORPORATION

 

Capital Ratios Tangible Common Equity / Tangible Assets (%) 9.98% 10.85% 10.73% 9.66% 7.37% 6.76% 2017 2018 2019 2020 2021 Q1 ’22 CET1 Ratio (%) 12.23% 13.47% 14.18% 14.24% 14.15% 15.09% 2017 2018 2019 2020 2021 Q1 ’22 Total Capital Ratio (%) 12.99% 14.41% 14.98% 15.22% 14.72% 15.66% 2017 2018 2019 2020 2021 Q1 ’22 Bank CRE / C&D Concentration Ratios 260% 39% 223% 23% 206% 22% 239% 26% 241% 51% 218% 41%2017 2018 2019 2020 2021 Q1 ’22 CRE Concentration C&D Concentration Source: S&P Global Market Intelligence Data as of or for the twelve months ended each year end stated; Q1 ’22 data as of or for the three months ended 3/31/22 24 VIRGINIA NATIONAL BANKSHARES CORPORATION

 

Why VABK? VIRGINIA NATIONAL BANKSHARES CORPORATION

 

Consistent Credit Quality and Profitability…Virginia National has been profitable since the first year post-inception Cumulative losses in Global Financial Crisis of 0.66% vs. aggregate banking industry losses of 8.56%(1) Net Charge-Offs / Average Loans VABK Banking Industry 0.4% 0.6% 1.3% 2.5% 2.5% 1.6% 1.1% 0.7% 0.5% 0.4% 0.5% 0.5% 0.5% 0.5% 0.5% 0.3% 0.2% 0.0% 0.2% 0.1% 0.1% 0.1% 0.2% 0.1% 0.0% 0.2% 0.0% (0.0%) 0.0% 0.2% 0.4% 0.1% 0.0% 0.1% 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Q1’22 ROAA: 0.93% 0.48% 0.03% 0.50% 0.94% 0.51% 1.11% 1.40% 0.37% 0.56% 1.02% 1.05% 1.33% 1.02% 1.00% 0.61% 1.02% Source: S&P Global Market Intelligence Data as of or for the twelve months ended each year end stated; Q1 ’22 data as of or for the three months ended 3/31/22 (1) Calculated as the quotient of the sum of net charge-offs between ‘08-’12 over average loan balance in 2008 26

 

…Has Driven Top-Tier Shareholder Value Growth 2006-Q1’22: TBVPS CAGR of 5.00% vs. KRX Median of 4.25% vs. Peer Median of 3.80% $11.63 $12.54 $12.73 $13.57 $15.04 $15.91 $17.82 $20.23 $20.87 $21.98 $23.72 $26.27 $29.47 $32.01 $34.84 $34.20 $35.14 $0.18 $0.43 $0.77 $1.22 $1.80 $2.83 $4.01 $5.21 $6.41 $6.71 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Q1’22 Tangible Book Value Per Share, ex. AOCI(1) Cumulative Dividends per Share Source: S&P Global Market Intelligence Data as of or for the twelve months ended each year end stated; Q1 ’22 data as of or for the three months ended 3/31/22 Peers include major exchange-traded banks headquartered in FL, GA, MD, NC, SC, TN, VA and WV with total assets between $1.5-$6.0 billion that reported TBVPS in 2006 Note: Tangible book value per share inclusive of stock dividends over time (1) Tangible book value per share adjusted to exclude impact of AOCI in each respective period 27

 

Key Investment Highlights Experienced board of directors and management team Attractive markets driving future growth Attractive core deposit franchise Conservative credit culture Scalable and efficient operating model Committed to serving and developing local economies Shareholder alignment and performance driven culture 28

 

Appendix Virginia National Bankshares Corporation

 

Historical Financials (Dollars in Thousands) At or for the year ended, '16 Q1 '22 At or for the quarter ended, 12/31/16 12/31/17 12/31/18 12/31/19 12/31/20 12/31/21 CAGR 06/30/21 09/30/21 12/31/21 03/31/22 Balance Sheet Total Assets 605,030 643,886 644,800 702,627 848,410 1,972,184 24.8% 1,847,122 1,911,825 1,972,184 1,935,207 Total Net Loans 478,447 524,741 532,299 535,324 603,951 1,055,227 15.1% 1,160,639 1,106,827 1,055,227 1,001,128 Securities 58,371 69,785 63,075 115,724 177,096 308,767 40.4% 271,245 279,656 308,767 346,498 Deposits 524,651 542,962 572,533 621,211 730,764 1,796,170 26.1% 1,629,448 1,737,183 1,796,170 1,774,348 Tangible Common Equity 58,002 64,154 69,893 75,327 81,885 145,302 16.6% 141,125 142,867 145,302 129,790 Balance Sheet Ratios Loans/Deposits (%) 91.9 97.4 93.8 86.9 83.4 59.1 71.6 64.0 59.1 56.8 TCE/TA (%) 9.60 9.98 10.85 10.73 9.66 7.43 7.71 7.54 7.43 6.76 Leverage Ratio (%) 10.31 10.58 11.14 10.81 9.54 7.79 7.66 7.59 7.79 8.03 Tier 1 Common Ratio (%) 11.91 12.23 13.58 14.28 14.37 14.31 12.96 13.22 14.31 15.09 Total Capital Ratio (%) 12.66 12.99 14.52 15.08 15.35 14.88 13.47 13.74 14.88 15.66 Income Statement Net Interest Income 18,274 21,377 22,896 21,924 23,879 44,988 (8.6%) 13,151 13,504 12,359 11,425 Provision Expense 111 418 1,873 1,375 1,622 1,014 5.6% (141) 267 537 148 Non Interest Income 5,305 5,881, 5,530 5,125 5,822 10,465 (14.1%) 2,920 3,478 3,028 2,387 Non Interest Expense 15,296 15,882 16,014 17,424 17,606 35,099 (7.6%) 10,119 10,889 9,588 10,095 Net income 5,748 6,554 8,470 6,689 7,978 10,071 (2.9%) 147 3,138 5,281 4,924 Core income 5,681 6,643 8,556 6,781 8,389 17,085 (6.8%) 4,787 4,667 4,756 3,929 Profitability Ratios Roaa (%) 1.02 1.05 1.33 1.02 1.00 0.61 0.03 0.66 1.08 1.02 Core ROAA (%) 1.01 1.06 1.34 1.04 1.05 1.04 1.03 0.98 0.97 0.81 ROAE (%) 9.86 10.36 12.39 9.02 10.01 7.17 0.37 7.77 13.12 12.35 Core ROAE (%) 9.75 10.50 12.51 9.14 10.52 12.16 12.10 11.55 11.82 9.86 Net Interest Margin (%) 3.49 3.63 3.80 3.57 3.17 2.94 3.04 3.10 2.74 2.55 Efficiency Ratio (%) 64.0 57.5 55.8 63.9 58.7 60.4 59.9 61.3 58.4 68.5 Noninterest Inc/ Operating Rev (%) 22.5 21.6 19.5 18.9 19.6 18.9 18.2 20.5 19.7 17.3 Asset Quality NPAs/Loans + OREO (%) 0.50 0.49 0.53 0.46 0.21 0.20 0.14 0.21 0.20 0.20 NCOs/ Avg Loans (%) (0.00) 0.01 0.19 0.39 0.06 0.05 (0.02) 0.06 0.06 0.12 Reserves/ Loans (%) 0.76 0.76 0.91 0.78 0.90 0.56 0.47 0.51 0.56 0.58 Per share Information Common Shares Outstanding (Actual) 2,611,577 2,657,775 2,670,625 2,692,005 2,714,273 5,308,335 14.5% 5,305,819 5,307,235 5,308,335 5,326,271 Tangible BV per Share ($) 22.21 24.14 26.17 27.98 30.17 27.37 1.8% 26.60 26.92 27.37 24.37 Dividends ($) 0.42 0.53 0.92 1.17 1.20 1.50 (6.1%) 0.30 0.30 0.30 0.30 Diluted EPS after Extraordinary ($) 2.19 2.46 3.15 2.49 2.95 2.14 (15.2%) 0.03 0.59 1.07 0.92 Core EPS ($) 2.17 2.85 3.18 2.52 3.10 3.63 (20.9%) 1.05 0.94 1.05 0.63 Source: S&P Global Market Intelligence Data as of the period stated 30 VIRGINIA NATIONAL BANLSHARES CORPORATION

 

Core Profitability Non-GAAP Reconciliation (Dollars in Thousands) As of or for the Twelve Months Ended, Three Months Ended 2016 2017 2018 2019 2020 2021 3/31/22 Net Income $5,748 $6,554 $8,470 $6,689 $7,978 $10,071 $4,924 Net Income Attributable to NCI 0 0 0 0 0 0 0 Add: Amort of Goodwill & Intang Impairment 93 112 109 83 90 1,456 456 Less: Nonrecurring Expense 0 0 0460 1,173 7,423 685 Less: Nonrecurring Noninterest Income (19) 74 0 325 0 0 2,400 Less: Gain (Loss) Securities 197 (75) 0 74 743 0 0 Less: Tax Effect 18 (24) (23) (25) (109) (1,865) 254 Core Net Income $5,681 $6,643 $8,556 $6,781 $8,389 $17,085 $17,085 $3,929 Average Assets $562,734 $626,104 $63,909 $655,196 $797,678 $1,649,334 $1,937,350 Core ROAA 1.01% 1.06% 1.34% 1.04% 1.05% 1.04% 0.81% Average TCE $57,316 $62,266 $67,480 $73,375 $78,992 $129,569 4142,974 Core ROATCE 9.91% 10.67% 12.68% 9.24% 10.62% 13.19% 10.99% Noninterest Expense $15,296 $15,882 $16,014$17,424 $17,606 $35,099 $10,095 Less: Nonrecurring Expense 0 0 0460 1,173 7,423 685 Adjusted Noninterest Expenses $15,296 $15,882 $16,014 $16,964 $16,433 $27,676 $9,410 Net Interest Income $18,436 $21,525 $22,987 $22,002 $24,005 $45,259 $11,490 Add: Noninterest Income 5,305 5,881 5,530 5,125 5,822 10,465 2,387 Less: Gain(Loss) Securities 197 (75) 0 74 743 0 0 Adjusted Revenue $23,544 $27,481 $28,517 $27,053 $29,084 $55,724 $13,877 Core Efficiency Ratio 65.0% 57.8% 56.2% 62.7% 56.5% 49.7% 67.8% Source: S&P Global Market Intelligence Data as of the period stated 31 VIRGINIA NATIONAL BANLSHARES CORPORATION

XML

Document And Entity Information	Jun. 28, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 28, 2022
Entity Registrant Name	VIRGINIA NATIONAL BANKSHARES CORPORATION
Entity Central Index Key	0001572334
Entity Emerging Growth Company	false
Entity File Number	001-40305
Entity Incorporation, State or Country Code	VA
Entity Tax Identification Number	46-2331578
Entity Address, Address Line One	404 People Place
Entity Address, City or Town	Charlottesville
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22911
City Area Code	(434)
Local Phone Number	817-8621
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	VABK
Security Exchange Name	NASDAQ