Fvcbankcorp, Inc. · NASDAQ:FVCB
Fvcbankcorp — Merger or Acquisition (July 2021)
22 slides from Fvcbankcorp's merger presentation, Jul 14, 2021
Slide 1: Transformational Combination: Blue Ridge Bankshares and FVCBankcorp
Exhibit 99.1 BLUE RIDGE Ej) BLUE RIDGE | FVCbank July 14, 2021 Transformational Combination Blue Ridge Bankshares (BRBS) and FVCBankcorp (FVCB)
Slide 2: Important Information about the Merger and Where to Find It
Important Information about the Merger and Where to Find It Blue Ridge Bankshares, Inc. (“Blue Ridge” or “BRBS”) intends to file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) to register the shares of Blue Ridge’s common stock that will be issued to FVC
Slide 3: Forward-Looking Statements
Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance of Blue Ridge and FVCB, including, but not lim
Slide 4: Creating A Premier Financial Institution in Attractive Growth Markets
Creating A Premier Financial Institution in Attractive Growth Markets Pro forma market capitalization is based on BRBS share price of $18.03 as of July 13, 2021 and 34,691,823 pro forma shares outstanding Note: Branch footprint excludes BRBS loan production offices Attractive Returns ~16% ‘22 ROATCE
Slide 5: Transformational Partnership Driving Top-Tier Performance
Transformational Partnership Driving Top-Tier Performance Capitalizing on Scarcity Value and Creating Operating Leverage in Our Core Markets Strategically Compelling Enhanced scale to drive increased growth and profitability Strong, affluent, growing markets of operation Enhanced revenue streams wit
Slide 6: Consideration & Transaction Pricing
Consideration & Transaction Pricing 100% stock consideration Fixed exchange ratio of 1.1492 BRBS shares for each FVCB share outstanding Assumes FVCB options are rolled over into BRBS options Aggregate consideration of ~$306.6M BRBS will be both the legal and accounting acquirer Pro Forma Ownership A
Slide 7: Pro Forma Leadership Team Brings a Strong History of Leadership
Pro Forma Leadership Team Brings a Strong History of Leadership Board of Directors (Preliminary Named Directors) Leadership Team David W. Pijor, Executive Chairman Founder, Chairman and CEO of FVCbank Previous founder and Chairman of James Monroe Bank 30+ years of experience in business law and taxa
Slide 8: Enhanced Operating Strategy to Support Top-Quartile Profitability Metrics
Enhanced Operating Strategy to Support Top-Quartile Profitability Metrics Note: Includes non-merger target, exchange-traded bank & thrifts headquartered in the Southeast with assets between $3.0 billion and $10.0 billion; excludes institutions without forward analyst estimates; forward estimates ref
Slide 9: Diverse Pro Forma Revenue Profile with Strong Momentum
Diverse Pro Forma Revenue Profile with Strong Momentum Revenue is annualized using combined 1Q’21 operating revenue of $50.7 million Source: Company filings, S&P Global Market Intelligence $202.6M 2021 Annualized¹ Commercially Focused Strategic Partnerships and Flexible Operating Model Mortgage Bank
Slide 10: Commercially Oriented Loan Portfolio With No Significant Concentrations
Loan composition data reflects regulatory bank level data as of March 31, 2021 and excludes PPP Loans Source: Company filings, S&P Global Market Intelligence Commercially Oriented Loan Portfolio With No Significant Concentrations BRBS, ex PPP FVCB, ex PPP PRO FORMA, ex PPP $1.8B1 MRQ Yield: 4.34% $1
Slide 11: History of Strong Asset Quality and Limited Exposure to COVID Sensitive Industries
History of Strong Asset Quality and Limited Exposure to COVID Sensitive Industries Note: FDIC Peer Group consists of all institutions with total assets between $1.0 billion and $10.0 billion Source: Company filings, S&P Global Market Intelligence Historical NCOs / Average Loans Loans $M % of Loans B
Slide 12: Meaningful Presence as Virginia's 4th Largest Community Bank
#3: Charlottesville MSA2 #2: Richmond MSA Deposit Market Share Across Virginia-Based Banks ($B)¹ Meaningful Presence as Virginia’s 4th Largest Community Bank¹ Includes community banks headquartered in Virginia with less than $100 billion in total assets; excludes Capital One Financial Corporation du
Slide 13: Attractive Low-Cost Deposit Platform
Source: Company filings, S&P Global Market Intelligence Attractive Low-Cost Deposit Platform BRBS FVCB PRO FORMA $2.1B Deposits $1.6B Deposits $3.7B Deposits 1Q’21 Cost of Deposits: 0.36% 1Q’21 Cost of Deposits: 0.51% 1Q’21 Cost of Deposits: 0.41% Relationship-based driven platforms Diversifies geog
Slide 14: Key Merger Model Assumptions
Key Merger Model Assumptions 2022 Earnings Assumptions BRBS internal targeted EPS of $1.75 in 2022, or ~$32.9M in aggregate FVCB internal targeted EPS of $1.95 in 2022, or ~$28.3M in aggregate Estimated One- Time Merger Costs $25 million (pre-tax) Estimated Cost Savings 15% of combined non-interest
Slide 15: Compelling Financial Impact For All Shareholders
Compelling Financial Impact For All Shareholders Assumes fully phased-in cost savings in FY2022 Annualized based on July 2021 quarterly dividend, declared at $0.12 per share of BRBS common stock Note: Metrics based on preliminary merger analysis Dominant Pro Forma Virginia Franchise ~$5B Assets ~$73
Slide 16: Due Diligence Process
Due Diligence Process Scope of BRBS and FVCB Thorough and Reciprocal Due Diligence Efforts Mortgage Banking Commercial Real Estate C&I Retail & Consumer Banking / Deposit Strategy Engaged Third Party Credit Review Investment Portfolio / ALCO Technology & Data Operations Accounting & Finance Audit /
Slide 17: Strong Alignment of Company Cultures and Values
Strong Alignment of company cultures and values with high regard on client-focus and team-oriented approach Strong focus on diversity, inclusion and employee development Diversified client base and scope Increased technology capabilities and mortgage platform Expanded breadth of products available t
Slide 18: Strategic Transformation to Benefit Shareholders and Communities
Strong, Affluent Growth Markets of Operation Strong, affluent growth markets Diversified footprint across key growth markets in Virginia, Maryland and North Carolina Enhanced Scale to Drive Increased Growth and Profitability Dominant market positions Strengthens core franchise to create 4th largest
Slide 19: Appendix
Appendix
Slide 20: Historical Acquisition Summary
Historical Acquisition Summary Note: Transaction values based on values at closing History of Solid Growth and Successful Integration Transaction Value: $127M Total Assets: $1.25B Number of Branches: 17 Bay Banks of Virginia, Inc. (2021) 1 Virginia Community Bankshares, Inc. (2019) 2 Transaction Val
Slide 21: Estimated Earnings Per Share Impact
Estimated Earnings Per Share Impact 2022 Estimated Run-Rate Earnings, Including Targeted Cost Savings
Slide 22: Pro Forma Tangible Book Value Per Share
Pro Forma Tangible Book Value Per Share Includes full impact of one-time merger expenses for illustrative purposes ~(5.7%) Blue Ridge Standalone (1Q’21) Est. Growth To Close Blue Ridge Est. at Close (4Q’21) Equity Consideration and Merger Purchase Accounting Impact Est. Total Restructuring Costs¹ Pr