Earnings release
Page 1
FOR IMMEDIATE RELEASE VIRGINIA NATIONAL BANKSHARES CORPORATION INVESTOR RELATIONS CONTACT : Tara Y. Harrison ( 434 ) 817-8587 • • • VIRGINIA NATIONAL BANKSHARES CORPORATION ANNOUNCES SECOND QUARTER FINANCIAL RESULTS AND AVAILABILITY OF DIVIDEND REINVESTMENT PLAN Charlottesville , VA - August 5 , 2021 - Virginia National Bankshares Corporation ( NASDAQ : VABK ) ( the " Company " ) today reported net income of $ 147 thousand , or $ 0.03 per diluted share , for the quarter ended June 30 , 2021 , which is a 93 % decrease compared to net income of $ 2.1 million , or $ 0.77 per diluted share , recognized for the quarter ended June 30 , 2020. The entirety of the decrease is attributable to $ 5.9 million in merger expenses incurred in the second quarter of 2021. Excluding merger costs , the Company would have posted net income of $ 0.89 per diluted share ( a non - GAAP financial measure ) . ¹ Return on average assets ( " ROAA " ) of 0.03 % for the second quarter of 2021 would have amounted to 1.02 % , excluding merger expenses ( a non - GAAP financial measure ) , ¹ compared to 1.07 % in the second quarter of 2020 . " We are pleased to post positive income during the second quarter , despite incurring the anticipated and predicted merger expenses , ” said Glenn W. Rust , President and Chief Executive Officer . “ On April 1 , 2021 , we completed our legal merger with Fauquier Bankshares . The Fauquier Bank and Virginia National Bank merged into one full - service community bank operating under the Virginia National Bank brand . We also successfully integrated our core banking systems the weekend of July 24th , which completes one of the more difficult transition processes , but allows the pathway to create a premier Virginia financial institution with greater scale and efficiencies as well as generating a better return to our shareholders . " Furthermore , the Company's Board of Directors has authorized management to establish a dividend reinvestment plan for registered shareholders , which will be administered by the Company's transfer agent , American Stock Transfer & Trust Company ( AST ) . Under the plan , registered shareholders will have the ability to reinvest their VABK cash dividends into VABK common stock , which will be purchased by AST on behalf of the shareholder on the open market . More information will be provided at a later date for registered shareholders who wish to enroll in the plan . Fees and commissions will apply . Second Quarter 2021 and Selected Balance Sheet Financial Highlights The Company incurred $ 5.9 million in merger expenses during the second quarter of 2021 related to the combination with Fauquier Bankshares , Inc. ( " Fauquier " ) , which closed on April 1 , 2021. Of this total , $ 2.2 million was incurred for system deconversion , termination and conversion fees , $ 1.5 million was accrued for the change - of - control payment for Marc Bogan resulting from his resignation , $ 1.1 million related to buyer investment banker fees , $ 510 thousand was associated with valuation and integration professional fees , $ 269 thousand related to other personnel expenses , $ 235 thousand was incurred for regulatory and shareholder expenses , and $ 150 thousand was recognized for legal expenses . This pre - tax expense of $ 5.9 million represents $ 1.11 per diluted share . The Company has begun realizing savings associated with the merger and expects to realize significant additional savings over the next year . Return on average assets ( " ROAA " ) for the second quarter of 2021 was 0.03 % compared to 1.07 % realized in the same period in the prior year . ROAA excluding the impact of merger expenses ( a non - GAAP financial measure ) would have been 1.02 % for the second quarter of 2021 . 1 Return on average equity ( “ ROAE ” ) for the second quarter of 2021 was 0.37 % compared to 10.64 % realized in same period in the prior year . ROAE excluding the impact of merger expenses ( a non - GAAP financial measure ) would have been 11.89 % for the second quarter of 2021. 1 1 See " Reconciliation of Certain Non - GAAP Financial Measures " at the end of this release .