Fvcbankcorp, Inc. · NASDAQ:FVCB
Fvcbankcorp — Merger or Acquisition (September 2021)
26 slides from Fvcbankcorp's merger presentation, Sep 9, 2021
Slide 1: FVCBankcorp, Inc. Summer 2021
FVCBankcorp, Inc. NASDAQ: FVCB Summer 2021
Slide 2: Forward-Looking Statements; Non-GAAP Information
Forward - Looking Statements; Non - GAAP Information This presentation contains forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended, including statements of goals, intentions,
Slide 3: Important Information about the Merger and Where to Find It
Important Information about the Merger and Where to Find It To be provided by Troutman 3 This presentation does not constitute an offer to sell or the solicitation of an offer to buy securities of FVCB or BRBS or a solicitation of any vote or approval . In connection with the proposed merger of FVCB
Slide 4: FVCB Company Snapshot
4 FVCB Company Snapshot 2 1 3 5 4 8 6 7 9 LPO Address City , State Total Deposits ($000) 5-Year CAGR (%) 1 11325 Random Hills Rd Fairfax, VA 781,012 22.84 2 7900 Sudley Rd Manassas, VA 382,109 20.39 3 11260 Roger Bacon Dr Reston, VA 209,981 10.11 4 2500 Wilson Blvd Arlington, VA 135,159 11.68 5 6975
Slide 5: An Attractive Investment Opportunity in the DC and Baltimore MSAs
An Attractive Investment Opportunity in the DC and Baltimore MSAs 5 • Sixth largest MSA with favorable demographics, economic trends and business investments • Recent consolidation in local markets has created growth opportunities for remaining firms • Organic CAGRs in excess of 15 % for assets, loa
Slide 6: Well Positioned In One of the Most Attractive Markets in the U.S.
Well Positioned In One of the Most Attractive Markets in the U.S. 6 Top 10 MSAs By Population Vibrant Economy • Washington D . C . and Baltimore MSAs contain 30 and 7 Fortune 1000 companies, respectively • Over 3 . 3 million private sector employees and nearly 1 million public sector employees in th
Slide 7: Track Record of Exceptional Growth and Strong Profitability
Colombo contribution 7 Total Assets ($M) Total Loans, Net of Fees ($M) Total Deposits ($M) CAGR: 18.8% CAGR: 15.6% CAGR: 18.7% Organic YOY Growth Rate Organic YOY Growth Rate (1) Organic YOY Growth Rate Organic Growth Track Record of Exceptional Growth and Strong Profitability Relationship Driven Mo
Slide 8: Stable Margin and Improving Efficiency Produce an Attractive Earnings Stream
(1) Excludes one - time transaction costs of $3.3 million for 2018 and $0.13 million for 2019 and branch closure costs in 2020 of $0.68 million. (2) Represents YTD 2021 pre - tax pre - provision income 8 Pre - Tax Pre - Provision Income ($M) Efficiency Ratio (%) Net Interest Margin (%) Drivers of Ea
Slide 9: Positioning For Future Growth
9 Positioning For Future Growth • 19 loan officers with deep connections to the markets; average experience of over 20 years • Focused effort on commercial, real estate and small business, including government contracting. • Expanded focus on government contracting provides large source of growth po
Slide 10: Proven History of Strong Credit Metrics
10 Net Charge - Offs (Recoveries) / Average Loans Asset Quality Trends Over Time¹ Well - Reserved Loan Portfolio (1) Nonperforming assets defined as nonaccruals, loans past - due 90 days or more, and other real estate owned ($000s) Nonperforming Loans (NPLs) OREO Disciplined, Low - Risk Commercial B
Slide 11: Strong Core Deposit Base
Strong Core Deposit Base • Full service relationships continue to drive core deposit growth ‒ Approximately $964.6 million in loans, or 80% of the commercial loan portfolio, retain a deposit relationship with the bank • Growth in commercial accounts provide cross selling opportunities with FVCB’s te
Slide 12: Experienced Leadership Team
Experienced Leadership Team Management Team With Strong Ties to The Market… 12 FVCB’s executive m ana g e me n t t eam c onsi s t s o f seven o ffice r s with o v e r 185 y e a r s o f c o mbined e xperienc e in the W a shin gt on, D. C . m e t r o poli t an a r ea • D a v i d P ij or w a s the f o
Slide 13: Chairman, Vice Chairman and Board of Directors
13 David Pijor Chairman & CEO • Served as Chairman of the Board and CEO of FVCB since its organization • Lead organizer, Chairman of the Board and General Counsel of James Monroe Bank from its inception to sale to Mercantile Bankshares L. Burwell Gunn Jr. Vice Chairman • Served as Vice Chairman of t
Slide 14: Merger-of-Equals Transaction with Blue Ridge Bankshares, Inc.
Merger - of - Equals Transaction with Blue Ridge Bankshares , Inc. 1) 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 ou tst anding Note: Branch footprint excludes BRBS loan production offices Attractive Returns ~16% ‘22 ROAT
Slide 15: 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 w
Slide 16: 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 17: 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 no
Slide 18: Diverse Pro Forma Revenue Profile with Strong Momentum
Diverse Pro Forma Revenue Profile with Strong Momentum 1) Revenue is annualized using combined 1Q’21 operating revenue of $50.7 million Source: BRBS and FVCB filings Net Interest Income 67% Mortgage 25% Fee Income 8% $ 202.6 M 2021 Annualized¹ Commercially Focused Strategic Partnerships and Flexible
Slide 19: Compelling Financial Impact For All Shareholders
Compelling Financial Impact For All Shareholders 1) Assumes fully phased - in cost savings in FY2022 2) 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 ~$5B Ass
Slide 20: Appendix: Additional Materials
Appendix: Additional Materials 20
Slide 21: Appendix: Non-GAAP Financial Measures
Appendix: Non - GAAP Financial Measures 21 For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2017 2018 2019 2020 2021 2021 Net Income Net income (GAAP) 6,932$ 7,690$ 10,869$ 15,828$ 15,501$ 5,165$ 10,734$ Add: Provision for loan losses 1,471 1,200 1,920 1,720 5,016 - - Add:
Slide 22: Appendix: Non-GAAP Financial Measures
Appendix: Non - GAAP Financial Measures 22 For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2017 2018 2019 2020 2021 2021 Noninterest expense (GAAP) 16,446$ 19,346$ 26,448$ 28,877$ 30,838$ 8,228$ 16,110$ Less: Merger-related expenses - - 3,339 133 - - - Less: Impairment los
Slide 23: Financial Highlights
Financial Highlights 23 (1) Performance ratios presented are calculated using annualized GAAP net income. (2) Nonperforming assets defined as nonaccruals, loans past - due 90 days or more, and other real estate owned (3) Nonperforming loans defined as nonaccruals and 90+ days past due Financial Data
Slide 24: Loan-Year History
LOAN 5 - YEAR HISTORY 24 For the Period Ended 12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020 6/30/2021 ($000s) C&I Portfolio Commercial & Industrial $ 99,314 $ 83,262 $ 121,864 $ 96,995 $ 265,866 $ 234,097 Owner Occupied CRE 104,881 120,965 157,486 205,892 182,851 194,492 Total C&I $ 204,195
Slide 25: FVCB Business Strategy
FVCB Business St r a t egy 25 FVCB aims to capitalize on market opportunities while maintaining disciplined and comprehensive credit underwriting. FVCB’s focus on providing high - touch, responsive, relationship - based client service allows it to compete effectively and exceed the needs of customer
Slide 26: FVCB Franchise History
F V C B F r anchise History Since inc e p t ion, F V C bank has succes s ful l y e x e cu t e d a s t r at e gic pla n f ocuse d o n o r g anic g ro wth and o p p ortu ni s t ic acquisitions without comp r omisin g ass e t quality o r financial discipline 26 (1) $13.00 for existing shareholders, $13