Slide 1: Strategic Merger of Equals Between Virginia National Bankshares and Fauquier Bankshares
Strategic Merger of Equals Between Virginia National Bankshares Corporation and Fauquier Bankshares, Inc. Investor Presentation October 1, 2020 Exhibit 99.1
Slide 2: Compliance Disclosures
Compliance Disclosures Additional Information About the Merger and Where to Find It In connection with the proposed merger, Virginia National Bankshares Corporation (“VABK”) intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which will inclu
Slide 3: Legal Disclaimer
Legal Disclaimer Cautionary Note Regarding Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits
Slide 4: Merger of Equals Creating a Premier Virginia Financial Institution
Source: S&P Global Market Intelligence, company documents (1) Community banks defined as less than $15 billion in total assets (2) VABK Richmond branch application approved Merger of Equals Creating a Premier Virginia Financial Institution $1.6 billion financial institution with $1 billion+ in asset
Slide 5: Opportunity to Take Advantage of Current Market Dynamics
(1) Estimated financial impact is presented solely for illustrative purposes and is not a guarantee of future performance (2) Represents the first full year of EPS accretion Opportunity to Take Advantage of Current Market Dynamics Strategically Compelling Creates premier $1.6 billion Virginia financ
Slide 6: Transaction Terms
Implied deal price per share of $16.71 Aggregate transaction value of $63.4 million(2) Announced Transaction Value Source: Definitive Agreement, Company Documents (1) Based on VABK’s volume-weighted 20-trading day average closing price of $24.76 as of 09/30/20 (2) Based on an exchange ratio of 0.675
Slide 7: Key Transaction Assumptions
. Key Transaction Assumptions Estimated Cost Savings Approximately $7.0 million in identified pre-tax cost saves 18% of combined and ~32% of FBSS’s annual non-interest expense 60% realized in 2021 and 100% thereafter (1) Merger & Integration Costs Approximately $7.0 million in combined pre-tax merge
Slide 8: Combined Management Team
Source: S&P Global Market Intelligence, Definitive Agreement, company websites Combined Management Team Chairman Current Chairman of the VABK Board of Directors Original Board Member of VABK 22 years on VABK board and 7.5% shareholder Vice Chairman President and CEO of VABK President and CEO of Virg
Slide 9: Merger of Equals with Balanced Contribution
Source: S&P Global Market Intelligence Values as of 06/30/20 (1) Pro forma financials based on consolidated holding company financials and do not assume any credit marks; not inclusive of any balance sheet marks and deal costs (2) Includes publicly traded banks between $1 billion and $3 billion in a
Slide 10: Data Addressing COVID-19
Source: Company filings, company documents (1) Data as of 06/30/20 Addressing COVID-19 (1) VABK and FBSS worked with their clients to reduce credit stress in the wake of the COVID-19 pandemic by deferring loans and participating in the Paycheck Protection Program The following table lists loan defer
Slide 11: Deposit Market Share – Combined Markets
Source: S&P Global Market Intelligence, FDIC Note: Demographic data is county-level, projected over a 5 year time horizon; FDIC Deposit Market Share data as of 06/30/20 Note: Virginia National Bank or “VNB”; The Fauquier Bank or “TFB” “Markets With Branches” include Charlottesville, Winchester, Warr
Slide 12: Combining Attractive Market Shares
Source: S&P Global Market Intelligence, FDIC Note: Deposit Market Share data as of 06/30/20 Note: One VABK branch is drive-through only with no associated deposits (1) VABK and FBSS total deposits for Q2 2020 were $714 million and $706 million, respectively, and 5 and 11 full service branches, respe
Slide 13: Improved Loan Portfolio Diversification
VNB Pro Forma TFB Source: S&P Global Market Intelligence; bank-level data as of 06/30/20 Note:MRQ defined as the bank’s most recently reported fiscal quarter Improved Loan Portfolio Diversification MRQ Loan Yield: 3.98% MRQ Loan Yield: 4.26% MRQ Loan Yield: 4.12% MRQ CRE / Total Loans: 28.6% MRQ CRE
Slide 14: Maintaining Strong Core Deposit Base
VNB Pro Forma TFB Source: S&P Global Market Intelligence; bank-level data as of 06/30/20 Note: GAAP financial data; MRQ defined as the bank’s most recently reported fiscal quarter Maintaining Strong Core Deposit Base MRQ Cost of Funds: 0.35% MRQ Cost of Funds: 0.26% MRQ Cost of Funds: 0.31 % MRQ Loa
Slide 15: Estimated Capital Ratios and Concentrations
9.8% 9.8% 14.6% 14.6% 15.5% Virginia National Bank Pro Forma at Close The Fauquier Bank Source: S&P Global Market Intelligence Values as of 06/30/20 Estimated Capital Ratios and Concentrations TCE / TA Capital Ratios Leverage Ratio CET 1 Ratio Tier 1 Ratio Total Capital Ratio Virginia National Bank
Slide 16: Performance Trends
Return on Average Assets Net Interest Margin (FTE) Return on Average Equity Efficiency Ratio (FTE) Source: S&P Global Market Intelligence Note:2020L2* is last twelve months data as of 06/30/20; “FTE” defined as Fully Taxable Equivalent Performance Trends * * * *
Slide 17: Credit Quality
Source: S&P Global Market Intelligence Note:2020L2* is last twelve months data as of 06/30/20 Credit Quality (1) NPLs / Total Loans Loan Loss Reserves / NPLs NCOs / Avg. Loans Loan Loss Reserves / Total Loans * * * *
Slide 18: Creating a Premier Virginia Financial Institution
Source: S&P Global Market Intelligence (1) Community banks defined as banks <$15 billion in assets Creating a Premier Virginia Financial Institution (1) Strategic Merger of Equals Scale and Management to Increase Growth and Profitability Creating a Premier Virginia Community Bank Attractive Opportun
Slide 19: Due Diligence Completed
Due Diligence Completed (1) Extensive Credit Review Strong Cultural Compatibility Wealth and Trust Division Review Finance, Accounting, and Tax Evaluation Risk Management Analysis Human Resources Planning
Slide 20: Investor Contacts
Glenn Rust President, CEO glenn.rust@vnb.com Phone: (434) 817-8649 VABK Contact FBSS Contact Marc Bogan President, CEO marc.bogan@tfb.bank Phone: (540) 347-6742 Investor Contacts