Enterprising Investor
8 years ago
Village Bank and Trust Financial Corp reports $8.21 quarterly net income per share available to common shareholders (11/28/16)
Midlothian, Virginia, November 28, 2016. Village Bank and Trust Financial Corp. (the “Company”) (NASDAQ symbol: VBFC), parent company of Village Bank (the “Bank”), reported third quarter 2016 net income of $11,932,000, an improvement from net income of $659,000 for second quarter of 2016 and net income of $471,000 for the third quarter of 2015. Net income available to common shareholders, which deducts from net income the dividends on preferred stock, amounted to net income of $11,746,000, or $8.21 per fully diluted share, for the third quarter of 2016, and $301,000, or $0.21 per fully diluted share for the same period in 2015. For the nine months ended September 30, 2016, the Company had net income of $12,993,000 and net income available to common shareholders of $12,446,000, or $8.74 per fully diluted share, and $6,669,000, $6.17 per fully diluted share, for the same period in 2015. Net income and net income available to common shareholders for the three and nine months ended September 30, 2016 were positively impacted by the reversal of an $11,997,000 valuation allowance previously recorded against the net deferred tax asset. Netting this reversal against income tax expense for the first nine months of 2016 of $645,000 results in an income tax benefit of $11,352,000 for the three and nine months ended September 30, 2016. Net income available to common shareholders for the nine months ended September 30, 2015 was positively impacted by the forgiveness of principal and dividends on preferred stock amounting to $6,619,000 associated with the rights offering to shareholders and concurrent standby offering completed in March 2015.
https://www.sec.gov/Archives/edgar/data/1290476/000114420416136627/v453978_ex99-1.htm
Enterprising Investor
8 years ago
Uphoff Ventures buys former Village Bank headquarters building in Watkins Centre (6/15/16)
By JOHN REID BLACKWELL Richmond Times-Dispatch
The former headquarters building of Village Bank and Trust Financial Corp. at Watkins Centre in Chesterfield County has been acquired by Uphoff Ventures for $12.25 million.
Village Bank vacated the four-story building on Midlothian Turnpike near state Route 288 in 2014 and moved into a smaller office nearby. The company said earlier this year that it was in negotiations to sell its former headquarters.
“This particular building is one of the more attractive suburban office facilities that I have seen, and it is in a very prominent area,” said Steve Uphoff, founder and co-owner of Uphoff Ventures. “We thought it would fit well into our portfolio of real estate assets.”
“That area of Chesterfield is going to continue to grow, so that makes the property valuable to us,” he said of Watkins Centre.
Uphoff Ventures is co-owned by Uphoff, the founder of the Uppy’s convenience store chain; his wife, Linda Uphoff; daughter Cassandra Moore and son-in-law Steven Moore, who are partners in Uptown Alley, an upscale bowling entertainment complex with locations in Chesterfield and Surprise, Ariz.
Two new Uptown Alley facilities are in development in Virginia Beach and Manassas and 15 in China. Uphoff was in China on Wednesday.
Commercial real estate brokerage CBRE|Richmond brokered the deal for Uphoff Ventures to buy the Village Bank building, and the firm will serve as leasing agent for 73,873 square foot building, which has about 10,000 square feet of office space available now.
Village Bank and Trust, the parent company of Village Bank, moved out of the headquarters office in 2014 to meet regulatory requirements, and as the company started a turnaround plan to return to profitability that included closing two of its 13 branch offices.
“We marketed it patiently,” said Bill Foster, president and chief executive officer of Village Bank. “We got it leased up with quality tenants to maximize value.”
He said there are more than a dozen tenants in the building now. Moving the corporate offices to the village of Midlothian has proven to be a good one, he said.
Village Bank operates eleven retail branch locations in Chesterfield, Hanover, Henrico and Powhatan counties.
Uphoff sold most of the Uppy’s convenience store chain in 2010. Since then, Uphoff Ventures has invested in other businesses, including Dion Oil Co. of Florida, which it acquired in February.
http://www.richmond.com/business/local/article_46fc4597-6041-5179-a49c-471989b22717.html
Enterprising Investor
8 years ago
Village Bank and Trust Financial Corp. Announces the Sale of its Former Headquarters Building at Watkins Centre and Termination of its of Memorandum of Understanding with its Regulators (6/16/16)
Midlothian, Virginia, June 16, 2016. Village Bank and Trust Financial Corp. (the “Company”) (NASDAQ symbol: VBFC), parent company of Village Bank (the “Bank”), today announced the sale of its former headquarters building at Watkins Centre to Uphoff Ventures, a family-owned business based in Chesterfield, Virginia. The purchase price was $12.25 million. CBRE|Richmond brokered the deal and will serve as leasing agent for the building.
“Steve and Linda Uphoff share our commitment to quality and to making the community stronger, so I am really pleased that they will be the new owners of Watkins Centre,” commented Bill Foster. “This sale is another important step in our journey as a company. In late 2014, we relocated our headquarters-based staff to buildings we owned in the heart of Midlothian village, in large part because it made more sense to invest our dollars in service enhancements, our people and marketing than in office space. Our 100+ team members who work in the new headquarters location are now doing their shopping and dining and taking care of their personal service needs with local businesses in the village. The move was a win-win-win for shareholders, employees and the local community.”
“We are pleased that Uphoff Ventures will now own the Village Bank building,” said Trib Sutton, Senior Vice President and Director of Brokerage Services at CBRE|Richmond. “Village Bank helped to create one of the most prestigious buildings for premier offices users in suburban Richmond and we know Uphoff Ventures will continue to maintain the high-quality finishes, state of the art systems and exceptional accessibility.”
The net proceeds from the sale of Watkins Centre, which was owned by the Bank, exceed the carrying value of the building on the books of the Bank and will result in a small gain. The Bank led the financing for the purchase of the building.
With the sale of Watkins Centre, management believes that the Company has satisfied all requirements of a Written Agreement with the Federal Reserve Bank of Richmond and anticipates a release from that agreement in the coming months. Previously, the Bank was released from its Memorandum of Understanding with the Federal Deposit Insurance Corporation and the Virginia Bureau of Financial Institutions. Once the Federal Reserve terminates the Written Agreement with the Company, neither the Company or the Bank will be under any regulatory agreements.
About Village Bank and Trust Financial Corp.
Village Bank and Trust Financial Corp. was organized under the laws of the Commonwealth of Virginia as a bank holding company whose activities consist of investment in its wholly-owned subsidiary, Village Bank. Village Bank is a full-service Virginia-chartered community bank headquartered in Midlothian, Virginia with deposits insured by the Federal Deposit Insurance Corporation (“FDIC”). The Bank has eleven branch offices. Village Bank and its wholly-owned subsidiary, Village Bank Mortgage Corporation, offer a complete range of financial products and services, including commercial loans, consumer credit, mortgage lending, checking and savings accounts, certificates of deposit, and 24-hour banking.
http://www.sec.gov/Archives/edgar/data/1290476/000114420416108546/v442443_ex99-1.htm
Enterprising Investor
9 years ago
Village Bank and Trust Financial Corp Reports Results of Operations for the First Quarter 2016 (5/09/16)
Midlothian, Virginia, May 9, 2016. Village Bank and Trust Financial Corp. (the “Company”) (NASDAQ symbol: VBFC), parent company of Village Bank (the “Bank”), today reported first quarter 2016 net income of $402,000, an improvement from net income of $96,000 for the fourth quarter of 2015 and a net loss of $(5,000) for the first quarter of 2015. Net income (loss) available to common shareholders, which deducts from net income (loss) the dividends on preferred stock, amounted to net income of $224,000, or $0.16 per fully diluted share, for the first quarter of 2016, compared to a net loss of $(78,000), or $(0.06) per fully diluted share, for the fourth quarter of 2015, and net income of $6,451,000, or $15.40 per fully diluted share, for the first quarter of 2015. Net income available to common shareholders for the first quarter of 2015 was positively impacted by the forgiveness of principal and accrued dividends on preferred stock associated with the rights offering completed in March 2015.
[tables deleted]
Certain items of income and expense affecting net income in Q2, Q3 and Q4 of 2015 affect comparability and are not a result of ongoing operations as follows:
· A recovery of loan losses of $2,000,000 in Q4 2015, all related to the Bank,
· Write downs on our previous headquarters at the Watkins Centre of $675,000 in Q2 2015 and $1,962,000 in Q4 2015 (split $1,759,000 holding company and $878,000 Bank), and
· Legal expenses of $31,000 in Q2 2015, $226,000 in Q3 2015 and $102,000 in Q4 2015, all related to the holding company.
Q1 2016 results were impacted by the following factors:
· Improving net interest income. Net interest income before (recovery of) provision for loan losses amounted to $3,259,000 for Q1 2016, an increase of $44,000, or 1.4%, over Q4 2015, and an increase of $220,000, or 7.2%, over Q1 2015. This was the result of both volume and margin improvements driven by solid organic growth in commercial loans and low cost relationship deposits.
· Declining noninterest expense. The company continued to realize cost savings and productivity improvements from its improving financial performance and initiatives launched during 2015. As a result, noninterest expense amounted to $5,053,000 for Q1 2016, a decrease of $386,000, or 7.1% from Q4 2015 (after adjusting for the write-down of $1,962,000 on the carrying value of our old headquarters building at the Watkins Centre). Noninterest expenses were $161,000, or 3.1%, lower than Q1 2015.
· Village Bank Mortgage Corporation revenue and pretax income. The mortgage company’s Q1 2016 pretax income of $32,000 compares favorably with Q4 2015 pretax income of $1,000 but is $190,000 lower than pretax income of $222,000 recorded during a very strong production quarter in Q1 2015.
Asset Quality
· The Company continued to improve during the first quarter of 2016.
· NPAs (nonaccrual loans and foreclosed real estate) were reduced by 6% during Q1 2016 and have dropped by 52% since Q1 2015.
· Classified Assets, a broader measure of problem assets, declined by 9% during Q1 2016 and by 47% since Q1 2015.
Capital
The capital of the Company and the Bank continue to improve. The Company meets eligibility criteria of a small bank holding company in accordance with the Federal Reserve Board’s Small Bank Holding Company Policy Statement issued in February 2015, and is no longer obligated to report consolidated regulatory capital. The Bank continues to be subject to various capital requirements administered by banking agencies.
President and CEO Bill Foster commented, “I am pleased with our progress and momentum. Every piece of our strategy is yielding results right now. We are seeing good organic loan and low cost deposit growth, net interest margin expansion, solid mortgage company production, quality fee income growth and continued improvement in expenses and asset quality. Our pipelines are full heading into the second quarter. I would again emphasize that we are striving to become a high return bank that grows at a sustainable rate and produces long term returns for our shareholders that are in the top 25% of banks like us in the nation. And when we get there, we will set the bar higher. We are not a bank that is focused on rapid asset growth. We have a lot of work left to do, but I believe that we are on track.”
About Village Bank and Trust Financial Corp.
Village Bank and Trust Financial Corp. was organized under the laws of the Commonwealth of Virginia as a bank holding company whose activities consist of investment in its wholly-owned subsidiary, Village Bank. Village Bank is a full-service Virginia-chartered community bank headquartered in Midlothian, Virginia with deposits insured by the Federal Deposit Insurance Corporation (“FDIC”). The Bank has eleven branch offices. Village Bank and its wholly-owned subsidiary, Village Bank Mortgage Corporation, offer a complete range of financial products and services, including commercial loans, consumer credit, mortgage lending, checking and savings accounts, certificates of deposit, and 24-hour banking.
http://www.sec.gov/Archives/edgar/data/1290476/000114420416099828/v439297_ex99-1.htm
Enterprising Investor
9 years ago
Village Bank and Trust Financial Corp Reports Results of Operations for the Fourth Quarter 2015 (3/28/15)
Midlothian, Virginia, March 28, 2016. Village Bank and Trust Financial Corp. (the “Company”) (NASDAQ symbol: VBFC), parent company of Village Bank (the “Bank”), today reported fourth quarter 2015 earnings of $96,000 and a net loss available to common shareholders, which deducts from net income the dividends and discount accretion on its preferred stock, of $78,000, or $0.06 per fully diluted common share. For the year ended December 31, 2015, the Company had net income of $646,000 and a net income available to common shareholders of $6,591,000, or $5.49 per fully diluted share. The net income available to common shareholders for the year ended December 31, 2015 was positively impacted by the forgiveness of principal and dividends on preferred stock amounting to $6,619,000 associated with the rights offering to shareholders and concurrent standby offering completed in March 2015. Those results compare to a net loss of $336,000 and a net loss available to common shareholders of $710,000, or $2.11 per fully diluted common share, for the fourth quarter of 2014, and a net loss of $1,037,000 and a net loss available to common shareholders of $2,473,000, or $7.39 per fully diluted common share, for the year ended December 31, 2014.
[tables deleted]
Q4 2015 results were impacted by the following factors:
· Recovery of loan losses of $2,000,000. This favorable adjustment was due primarily to credit quality improvements and an enhanced model for evaluating inherent losses in the Bank’s loan portfolio.
· Write down of asset held for sale of $1,962,000. We recorded a write down of $1,962,000 on our previous headquarters at the Watkins Centre (“Watkins”) based on active negotiations with prospective buyers and our expectations of its net realizable value. This write down coupled with the $675,000 write down in Q2 resulted in a write down of the carrying value of Watkins of $2,637,000 for 2015.
· Seasonality of Village Bank Mortgage Corporation revenue and pretax income. In the mortgage business, revenues and earnings typically decline in Q4 from Q3. The mortgage company’s Q4 pretax income of $1,339 represented a decline of $369,000 from the pretax income experienced in Q3 2015 and an improvement of $11,000 from the pretax loss experienced in Q4 2014. Gains on the sale of mortgage loans during Q4 declined by $562,000 from Q3 and increased by $282,000 from Q4 2014.
· Noninterest expense declined. Noninterest expenses for Q4 2015, excluding the write down on Watkins, declined by $202,000, or 4%, from Q3 2015, and increased by $254,000, or 5%, from Q4 2014.
Asset Quality
· Continued improvement in asset quality during the fourth quarter of 2015 (in thousands).
· NPAs (nonaccrual loans and foreclosed real estate) were reduced by $10,149,000, or 50%, during 2015.
· Classified Assets, a broader measure of problem assets, declined by $15,309,000, or 50%, during 2015.
· Although OREO expense increased in Q4 2015 compared to Q3 2015, for the year 2015 it declined by $1,091,000, or 88%, from $1,244,000 in 2014 to $153,000 in 2015.
Earnings
Earnings have improved in 2015 with net income amounting to $646,000 compared to a net loss of $1,037,000 for 2014. This improvement of $1,683,000 is primarily a result of the following factors (in thousands):
· The recovery of loan losses recorded in 2015 was due primarily to credit quality improvements and an enhanced model for evaluating inherent losses in the Bank’s loan portfolio.
· Overall, the mortgage lending market has improved in 2015 compared to 2014 resulting in the significant improvement in net income from mortgage operations. For 2015, the mortgage company sold $208,479,000 in mortgage loans resulting in gains on sale of $6,076,000, compared to $162,983,000 and $4,449,000, respectively, in 2014.
· The write down of assets held for sale relates primarily to Watkins and was a result of our assessment of its net realizable value based on active negotiations for its sale.
· As the real estate market has improved in 2015, we have experienced an improvement in the impact of foreclosed assets on our profitability as demonstrated in the following table:
As we have reduced our nonperforming assets, we expect the impact of foreclosed assets on our profitability to decline.
Capital
The capital of the Company and the Bank improved in 2015. The Company meets eligibility criteria of a small bank holding company in accordance with the Federal Reserve Board’s Small Bank Holding Company Policy Statement issued in February 2015, and is no longer obligated to report consolidated regulatory capital. The Bank continues to be subject to various capital requirements administered by banking agencies. The Bank’s capital ratios at the indicated dates were as follows:
About Village Bank and Trust Financial Corp.
Village Bank and Trust Financial Corp. was organized under the laws of the Commonwealth of Virginia as a bank holding company whose activities consist of investment in its wholly-owned subsidiary, Village Bank. Village Bank is a full-service Virginia-chartered community bank headquartered in Midlothian, Virginia with deposits insured by the Federal Deposit Insurance Corporation (“FDIC”). The Bank has eleven branch offices. Village Bank and its wholly-owned subsidiary, Village Bank Mortgage Corporation, offer a complete range of financial products and services, including commercial loans, consumer credit, mortgage lending, checking and savings accounts, certificates of deposit, and 24-hour banking.
http://www.sec.gov/Archives/edgar/data/1290476/000114420416090634/v435471_ex99-1.htm
Enterprising Investor
9 years ago
Village Bank and Trust Financial Current on TruPS (3/14/16)
On February 29, 2016, after receiving regulatory approval, Village Bank and Trust Financial Corp. (the “Company”), the holding company for Village Bank (the “Bank”), gave notice to the trustees of its trust preferred securities (the “TruPS”) that it intended to make the March 15, 2016 quarterly interest payment and pay the interest that has been deferred on its two junior subordinated debentures related to the TruPS. The TruPS were issued by the Company’s wholly-owned subsidiaries Southern Community Financial Capital Trust I and Village Financial Statutory Trust II.
The Company began deferring quarterly interest payments on the TruPS beginning with the payments due June 15, 2011, but continued to accrue interest expense in its consolidated financial statements. The total amount due, including the quarterly interest payment due on March 15, 2016 and the previously deferred interest, amounts to $1,332,633, which will be remitted to the trustees on March 14, 2016.
The Company believes that these actions recognize the substantial improvements that have been made by the Company, including reductions in criticized and nonperforming assets, increased capital provided through a successful rights offering completed in March 2015, and the strong support of its Board of Directors.
The payment of the deferred and current interest removes the restrictions under the terms of the TruPS indentures that prohibited the Company from making cash dividends or distributions to shareholders if the TruPS interest is not paid on a current basis. However, the Company remains under a Written Agreement (the “Written Agreement”) with the Federal Reserve Bank of Richmond (the “FRB”) that restricts the Company from making cash dividends or distributions without regulatory consent.
Although the Company intends to make future regularly-scheduled quarterly interest payments on its TruPS, no assurance can be given that it will do so. The FRB’s approval was limited to the interest payments due through March 15, 2016 and, under the terms of the Written Agreement, the Company must seek approval before making any future quarterly interest payment on its TruPS.
http://www.sec.gov/Archives/edgar/data/1290476/000114420416087777/v434219_8k.htm
Enterprising Investor
9 years ago
Village Bank and Trust Financial Corp Reports Results of Operations for the Third Quarter 2015 (11/02/15)
Midlothian, Virginia, November 2, 2015. Village Bank and Trust Financial Corp. (the “Company”) (NASDAQ symbol: VBFC), parent company of Village Bank (the “Bank”), today reported third quarter 2015 net income of $471,000 and net income available to common shareholders, which deducts from net income the dividends and discount accretion on its preferred stock, of $301,000, or $0.21 per fully diluted common share. For the nine months ended September 30, 2015 the Company had net income of $550,000 and net income available to common shareholders of $6,669,000, or $6.14 per fully diluted share. The net income available to common shareholders for the nine months ended September 30, 2015 was positively impacted by the forgiveness of principal and dividends on preferred stock amounting to $6,619,000 associated with the previously announced rights offering to shareholders and concurrent standby offering completed in March 2015.
[tables deleted]
Third quarter results were impacted by the following factors:
· Net interest income increased by $101,000, or 3%, from the second quarter of 2015, and decreased by $166,000, or 5%, from the third quarter of 2014. The increase from the second quarter to the third quarter of 2015 is attributable to the acquisition of a $15 million federally guaranteed student loan portfolio in June 2015 that increased interest income by $79,000. The decrease from the third quarter of 2014 is attributable to declines in commercial loans ($8.1 million) and securities ($15.9 million) as well as declines in yields of 58 basis points and 57 basis points, respectively.
· There was no provision for loan losses in the third and second quarters of 2015 or in the third quarter of 2014.
· Noninterest expenses excluding expenses related to foreclosed assets declined by $321,000, or 5%, from the second quarter of 2015, and increased by $590,000, or 12%, from the third quarter of 2014.
· Expenses related to foreclosed assets for the third quarter of 2015 amounted to a net gain of $49,000, a decrease of $169,000 from the second quarter of 2015 when we had a net gain of $218,000, and an improvement of $413,000 from the third quarter of 2014 expense of $364,000.
· Village Bank Mortgage Corporation recorded pretax income of $371,000 for the third quarter. This represented a decline of $52,000 from the pretax income experienced in the second quarter of 2015 and an improvement of $235,000 from the pretax income recorded in the third quarter of 2014. Overall, the mortgage lending market has improved in 2015 compared to 2014, resulting in an increase in pretax earnings year over year of $1,156,000. Year to date 2015, the mortgage company recorded $1,016,000 in pretax income.
Asset Quality
· NPAs (nonaccrual loans and foreclosed real estate) were reduced by $7.6 million, or 38%, during the first nine months of 2015, and year over year by $11.0 million, or 47%.
· Classified Assets, a broader measure of problem assets, declined by $12.1 million, or 39%, during the first nine months of 2015, and year over year by $18.2 million, or 49%.
Earnings
Earnings have improved in 2015 with net income for the nine months ended 2015 amounting to $550,000 compared to a net loss of $701,000 for the same period in 2014.
· The decline in net interest income is a result of a decline in interest income of $995,000 offset by a decline in interest expense of $543,000.
o Compared to the first nine months of 2014, average interest-earning assets for the same period in 2015 decreased by $6,099,000, or 1.6%. The decrease in interest-earning assets was due primarily to the decrease in available for sale securities of $19,852,000 and federal funds sold of $8,255,000 offset by an increase in portfolio loans of $18,773,000.
o Average interest-bearing liabilities for the first nine months of 2015 decreased by $36,819,000, or 10%, compared to the same period of 2014. The decrease in interest-bearing liabilities was primarily due to declines in average deposits of $29,533,000. The average cost of interest-bearing liabilities decreased to 0.92% for the nine months ended September 30, 2015 compared to 1.08% for the same period in 2014 as a result of management’s efforts to increase low cost demand deposits while reducing dependency on higher cost time deposits. The continuing low interest rates have allowed us to reduce our costs of funds as time deposits and borrowings mature.
· Overall, the mortgage lending market has improved in 2015 compared to 2014 resulting in the significant improvement in net income from mortgage operations. For the first nine months of 2015, the mortgage company has sold $166,176,000 in mortgage loans resulting in gains on sale of $4,797,000, compared to $128,465,000 and $3,453,000, respectively, for the same period in 2014.
· The second quarter write down of the Watkins Centre building was a result of our quarterly review of the net realizable value of this held for sale asset. The write down was primarily due to increases in estimated costs of tenant improvements.
· As the real estate market has improved in 2015, we have experienced an improvement in the impact of foreclosed properties on our profitability. Write downs of foreclosed property amounted to $290,000 for the first nine months of 2015 compared to $750,000 for the same period in 2014. Gains on sale of foreclosed property increased to $666,000 in 2015 compared to $199,000 in 2014. Additionally, expenses related to foreclosed property declined to $241,000 in 2015 from $500,000 in 2014. As we have reduced our nonperforming assets, we expect the negative impact of foreclosed assets on our profitability to continue to decline.
Capital
With the successful capital raise completed in March of this year as previously disclosed, as well as the profitability in 2015, the capital of the Company and the Bank have improved in 2015. The Company meets eligibility criteria of a small bank holding company in accordance with the Federal Reserve Board’s Small Bank Holding Company Policy Statement issued in February 2015, and is no longer obligated to report consolidated regulatory capital. The Bank continues to be subject to various capital requirements administered by banking agencies.
About Village Bank and Trust Financial Corp.
Village Bank and Trust Financial Corp. was organized under the laws of the Commonwealth of Virginia as a bank holding company whose activities consist of investment in its wholly-owned subsidiary, Village Bank. Village Bank is a full-service Virginia-chartered community bank headquartered in Midlothian, Virginia with deposits insured by the Federal Deposit Insurance Corporation. The Bank has eleven branch offices. Village Bank and its wholly-owned subsidiary, Village Bank Mortgage Corporation, offer a complete range of financial products and services, including commercial loans, consumer credit, mortgage lending, checking and savings accounts, certificates of deposit, and 24-hour banking.
http://www.sec.gov/Archives/edgar/data/1290476/000114420415062132/v423470_ex99-1.htm
Enterprising Investor
10 years ago
Village Bank and Trust Financial Corp Reports Results of Operations for the First Quarter 2015 (5/15/15)
Midlothian, Virginia, May 15, 2015. Village Bank and Trust Financial Corp. (the "Company") (NASDAQ symbol: VBFC), parent company of Village Bank (the "Bank"), today reported a first quarter 2015 net loss of $(5,000), an improvement from a net loss of $(336,000) for the fourth quarter of 2014 and a net loss of $(657,000) for the first quarter of 2014. Net income (loss) available to common shareholders, which deducts from net income (loss) the dividends on preferred stock and, for the first quarter of 2015, the benefit of forgiveness of principal and accrued dividends on preferred stock, amounted to net income of $6,451,000 ($15.40 per fully diluted common share) in the first quarter of 2015, compared to a net loss of $(710,000) ($(2.11) per fully diluted common share) for the fourth quarter of 2014, and a net loss of $(971,000) ($(2.91) per fully diluted common share) for the first quarter of 2014.
First quarter results were materially impacted by the following factors:
Net Interest income declined by $104,000, or 3%, from the fourth quarter of
2014, and by $335,000, or 10%, from the first quarter of 2014. Key drivers of the period to period changes included:
o Average outstanding loans in the first quarter of 2015 were 5% higher than the fourth quarter of 2014 and 2% higher than the first quarter of 2014. Loan yields were lower due to the growth in lower margin, higher quality government guaranteed student loans and lower loan yields on new originations. As a result, interest income on loans declined by $105,000 from the fourth quarter of 2014.
o First quarter interest income from securities held for sale was 31% lower than the fourth quarter of 2014 and 53% lower than the first quarter of 2014. This was the result of the Company's efforts during the fourth quarter of 2014 to substantially reduce exposure to rising interest rates, which continued during the first quarter of 2015. In total, during the fourth quarter of 2014 and the first quarter of 2015, the Company sold $23 million of higher yielding fixed rate securities with maturities exceeding eight years and has been reinvesting proceeds back into the adjustable rate guaranteed student loans and shorter duration fixed and floating rate securities.
o We continued to grow core consumer and business relationships and improve the mix of our deposit base which lowered our deposit costs by four basis points for the quarter and by 10 basis points from the first quarter of 2014. We grew our core low cost deposits (DDA, NOW, Money Market and Savings) by $3,978,000 during the quarter and $15,284,000 over the last twelve months. Noninterest bearing deposits accounted for 20% of total deposits at March 31, 2015 and December 31, 2014 compared to 16% at March 31, 2014. Continued growth in these low cost deposits has allowed us to reduce our reliance on more expensive time deposits and borrowings.
There was no provision for loan losses in the first quarter of 2015 or the fourth quarter of 2014 compared to $100,000 provided in the first quarter of 2014.
Total noninterest income increased 27% from the fourth quarter of 2014 and 30% from the first quarter of 2014. Key drivers of the period to period changes included:
o Village Bank Mortgage Corporation had pretax income of $222,000 for the first quarter of 2015 compared to a pretax loss of $9,500 for the fourth quarter of 2014 and a pretax loss of $401,000 for the first quarter of 2014. The significant improvement in the mortgage company's pretax income in
2015 is primarily due to an increase in purchase activity of first time homebuyers and a brief burst in refinancing activity as mortgage rates temporarily fell during the first quarter. Village Bank Mortgage Corporation is very active in the first time homebuyer and lower sales price segments and these segments were soft during 2014. After the loss in the first quarter of 2014, management reduced staffing and overhead expenses and was able to generate pretax profit of $251,000 for the final three
quarters of the year.
o Bank service charges (fees earned on consumer and business banking relationships) were 3% lower than the fourth quarter of 2014 and 13% higher than the first quarter of 2014.
As a result of ongoing productivity and efficiency initiatives, total noninterest expenses (excluding OREO expense) during the first quarter of 2015 were 5% lower than the first quarter of 2014, even with $70,000 in higher commission expense related to the substantial increase in mortgage origination volumes.
Noninterest expenses in the Bank were 1% lower than the fourth quarter of 2014 and 7% lower than the first quarter of 2014.
Expenses related to foreclosed assets amounted to $132,000, a decrease of $62,000 from the fourth quarter of 2014 and a decrease of $151,000 from the first quarter of 2014.
The net income available to common shareholders of $6,451,000 for the first quarter of 2015 was primarily attributable to forgiveness of preferred stock and accrued dividends amounting to $6,619,000 as discussed under Capital.
Asset Quality
[tables deleted]
Over the last twelve months, Classified Assets decreased by $27,375,000, or 51%, and NPAs (nonaccrual loans and foreclosed real estate) declined by $12,341,000, or 39%.
NPAs represented 4.4% of total assets at March 31, 2015 compared to 7.0% at the same time in 2014.
Capital
As previously announced on March 27, 2014, the Company successfully completed a rights offering to shareholders and concurrent standby offering to Kenneth R. Lehman in which the Company issued an aggregate of 1,051,866 shares of common stock (the total number of shares offered) at $13.87 per share for aggregate proceeds of $14,589,381 (including the value of the Company's Series A preferred stock exchanged by Mr. Lehman for shares of common stock of $4,618,813). In connection with the standby offering Mr. Lehman forgave preferred stock with a principal value of $4,404,000 and related accrued and unpaid dividends of $2,215,000 which benefited common shareholders.
From the cash proceeds of this offering, the Company made a capital contribution of $5,000,000 to the Bank. With this capital contribution, the Bank's capital ratios surpass the requirements established by our agreements with our regulators.
The actions we are taking to reduce expenses, grow revenues and improve asset quality are expected to improve profitability which would increase our Tier I capital and position us to recover some or all of the valuation allowance established against our deferred tax asset. The valuation allowance amounts to $12,289,000 at March 31, 2015 and its recovery would have a significant impact on the capital of the Company and the Bank.
About Village Bank and Trust Financial Corp.
Village Bank and Trust Financial Corp. was organized under the laws of the Commonwealth of Virginia as a bank holding company whose activities consist of investment in its wholly-owned subsidiary, Village Bank. Village Bank is a full-service Virginia-chartered community bank headquartered in Midlothian, Virginia with deposits insured by the Federal Deposit Insurance Corporation. The Bank has eleven branch offices. Village Bank and its wholly-owned subsidiary, Village Bank Mortgage Corporation, offer a complete range of financial products and services, including commercial loans, consumer credit, mortgage lending, checking and savings accounts, certificates of deposit, and 24-hour banking.
http://www.sec.gov/Archives/edgar/data/1290476/000114420415031240/v410883_ex99-1.htm
Enterprising Investor
10 years ago
Village Bank and Trust Financial Corp. Successfully Completes Rughts and Standby Offering (3/27/15)
Midlothian, Virginia, March 27, 2015. Village Bank and Trust Financial Corp. (the “Company”) (NASDAQ symbol: VBFC), parent company of Village Bank (the “Bank”), today announced the successful completion of its previously announced rights offering to shareholders (the “Rights Offering”) and concurrent standby offering to Kenneth R. Lehman (the “Standby Offering”), in which the Company issued an aggregate of 1,051,866 shares of common stock (the total number of shares offered) at $13.87 per share for aggregate gross proceeds of $14,589,381 (including the value of the Company’s Series A preferred stock exchanged by Mr. Lehman for shares of common stock of $4,618,813). In connection with the Rights Offering, 283,293 shares were issued to shareholders upon exercise of their basic subscription rights and 191,773 shares were issued to shareholders upon exercise of their oversubscription privileges (approximately 36.9% of the total number of shares requested pursuant to oversubscription privileges). In connection with the Standby Offering, Mr. Lehman purchased an aggregate of 576,800 shares of the Company’s common stock, 333,007 of which were issued in exchange for 9,023 shares of the Company’s Series A preferred stock and 243,793 of which were purchased for cash.
Shares purchased in the Rights Offering will be issued in book entry form. Direct registration system statements for shares purchased in the Rights Offering are expected to be mailed to purchasers on or about April 1, 2015, along with any excess subscription payments. Shareholders who purchased shares in the Rights Offering through their brokerage accounts will receive their purchased shares and any excess subscription payments within their respective accounts as soon as practicable.
President and Chief Executive Officer, William G. Foster, Jr., said, “We are very pleased with the outcome of this rights offering. The participation of our long-time shareholders, customers, employees, executives and directors in the offering was remarkable. We achieved each of our objectives for the offering, including raising $5.0 million to be contributed to the Bank to increase its capital levels, raising in excess of $3.5 million for the holding company for its general needs, and retiring a substantial portion of our Series A Preferred Stock which will reduce future preferred dividend obligations by more than 60%. We are happy to have Ken Lehman invested in the Company. He is a very talented businessman who has an in-depth understanding of our industry, and we are stronger for his involvement. Finally, I want to salute the excellent counsel and execution of our investment bankers at Compass Point Research & Trading and Boenning & Scattergood, our counsel at LeClairRyan and our tax advisors at BDO. I know that is unusual, but it would feel wrong not to acknowledge their work over the last 18 months as we put the pieces in place to get to this point. Now it’s all about executing our strategy to grow our earnings, book value and share price.”
Compass Point Research & Trading, LLC and Boenning & Scattergood, Inc. acted as sales agents for the Company in connection with the Rights Offering. LeClairRyan, A Professional Corporation, acted as legal counsel to the Company in connection with both the Rights Offering and the Standby Offering. Silver, Freedman, Taff & Tiernan LLP acted as legal counsel to Compass Point Research & Trading and Boenning & Scattergood in connection with the Rights Offering.
http://www.sec.gov/Archives/edgar/data/1290476/000114420415018846/v405736_ex99-1.htm
Enterprising Investor
10 years ago
NCM Update (2/05/15)
As previously disclosed, on August 8, 2014, Village Bank and Trust Financial Corp. (the “Company”) received a letter from The Nasdaq Stock Market, LLC (“Nasdaq”) informing the Company of its failure to comply with Nasdaq Listing Rule 5550(a)(4), which requires that the Company have at least 500,000 publicly held shares to maintain a listing on the Nasdaq Capital Market. On September 22, 2014, the Company submitted to Nasdaq a plan to regain compliance with such rule. The plan was accepted by Nasdaq and the Company was given a deadline of February 4, 2015 to implement its plan and regain compliance. On February 5, 2015, the Company received a determination letter from Nasdaq indicating that because the Company did not regain compliance by the February 4, 2015 deadline, the Company’s common stock will be delisted effective February 17, 2015 unless the Company appeals the determination to a Nasdaq Hearings Panel. The Company intends to appeal the determination and request that it be given additional time to regain compliance. If an appeal is timely made, the Company’s common stock will continue to trade on the Nasdaq Capital Market until the Hearings Panel issues a determination otherwise. No assurance can be given as to the decision that the Hearings Panel may make.
The Company’s previously announced rights offering was one of the alternatives presented to Nasdaq in the Company’s plan to regain compliance. If the offering is fully-subscribed, the Company expects to issue 1,051,866 new shares of common stock and exceed the minimum of 500,000 publicly held shares following the offering. In the event that the Company does not issue sufficient shares in the offering to meet such minimum, the Company intends to explore alternative actions to maintain its listing. However, there is no guarantee that such actions will be effective in increasing the Company’s publicly held shares, or that the Company will be able to comply with the other standards that it is required to meet in order to maintain a listing of its common stock.
http://www.sec.gov/Archives/edgar/data/1290476/000114420415006937/v400834_8k.htm
Enterprising Investor
10 years ago
Village Bank and Trust Financial Corp. Announces Record date for Planned Rights Offering (1/09/15)
Midlothian, Virginia, January 9, 2015. Village Bank and Trust Financial Corp. (NASDAQ: VBFC) (“the Company”), today announced that a record date of 5:00 p.m. Eastern Standard Time on January 20, 2015 (the “Record Date”) has been set for its previously announced rights offering (the “Rights Offering”). A registration statement on Form S-1 was initially filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2014 for the Rights Offering (the “Registration Statement”). Subject to the Registration Statement being declared effective by the SEC, the Company will distribute non-transferrable subscription rights to holders of the Company’s common stock as of the Record Date. Shareholders will receive one subscription right for each share of common stock owned as of the Record Date. Each subscription right will entitle the holder to purchase three shares of the Company’s common stock at the subscription price, which has not yet been determined.
Purchases and sales of the Company’s common stock are generally settled three business days after the trade date. As a result, an investor that purchases shares of the Company’s common stock after January 15, 2015 may not be entitled to receive subscription rights in the Rights Offering because the trade may not have settled by the Record Date.
The information in the Registration Statement is not complete and may be changed. The Company’s securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Company’s securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
About Village Bank and Trust Financial Corp.
Village Bank and Trust Financial Corp. was organized under the laws of the Commonwealth of Virginia as a bank holding company whose activities consist of investment in its wholly-owned subsidiary, Village Bank. Village Bank is a full-service Virginia-chartered community bank headquartered in Midlothian, Virginia with deposits insured by the Federal Deposit Insurance Corporation. Village Bank has eleven branch offices. Village Bank and its wholly-owned subsidiary, Village Bank Mortgage Corporation, offer a complete range of financial products and services, including commercial loans, consumer credit, mortgage lending, checking and savings accounts, certificates of deposit, and 24-hour banking.
http://www.sec.gov/Archives/edgar/data/1290476/000114420415001536/v398482_ex99-1.htm
Enterprising Investor
10 years ago
Kenneth Lehman Enters Into Standby Purchase Agreement with VBFC (11/11/14)
On November 11, 2014, Village Bank and Trust Financial Corp. (the “Company”) entered into a standby purchase agreement (the “Standby Purchase Agreement”) with Kenneth R. Lehman, a private investor (the “Standby Investor”). Pursuant to the Standby Purchase Agreement, the Standby Investor has agreed, subject to there being sufficient shares available after purchases by shareholders exercising their basic subscription rights in the Company’s rights offering of common stock (the “Rights Offering”), to purchase from the Company, and the Company agreed to sell to him, at the subscription price in the Rights Offering, the lesser of (i) $8.0 million of the Company’s common stock (based on the subscription price per share), (ii) all shares of common stock not purchased by shareholders exercising their basic subscription privilege in the Rights Offering, and (iii) the maximum number of shares that he may purchase without causing an “ownership change” under Section 382(g) of the Internal Revenue Code of 1986, as amended (the “Code”).
In the Rights Offering, the Company intends to distribute to its shareholders non-transferable subscription rights entitling the holders thereof to purchase an aggregate of 1,002,882 shares of the Company’s common stock. The consummation of the sale of the Company’s common stock to the Standby Investor is conditioned on the completion of the Rights Offering and upon the number of unsubscribed shares available. The Company will not know the aggregate amount of common stock to be sold to the Standby Investor until the completion of the Rights Offering.
The Standby Purchase Agreement requires that, for a period of three years from the date of the agreement, the Standby Investor will not (i) serve as a director of the Company unless nominated by the Company’s board, (ii) nominate anyone to serve as a director of the Company, (iii) vote his shares in support of a director candidate that has not been nominated by the Company’s board, (iv) vote his shares in support of a business combination transaction with another entity unless such transaction has been approved by at least 80% of the Company’s board, or (v) vote any shares beneficially owned in excess of 40% of the Company’s total outstanding shares; provided, however, that such restrictions will only apply for so long as Company achieves certain performance targets and the Standby Investor is a director or beneficial holder of 10% or more of a bank or bank holding company with one or more offices in the Richmond, Virginia metropolitan statistical area.
The Standby Purchase Agreement requires the Company’s board of directors to adopt a restricted stock plan (the “Restricted Stock Plan”) as part of or immediately following the Rights Offering under which a number of shares of the Company’s common stock equal to 4.0% of the number of outstanding shares immediately after the closing of the Rights Offering will be reserved for issuance to the Company’s directors and officers. Under NASDAQ rules, adoption of the Restricted Stock Plan must be approved by the Company’s shareholders. It is expected that the Restricted Stock Plan will be submitted to shareholders for approval no later than the 2015 annual meeting of shareholders.
In the Standby Purchase Agreement, the Standby Investor has granted to the Company an option to redeem for cash, or exchange in connection with the Rights Offering at the subscription price, (i) all of the 4,023 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A preferred stock”) that he owned as of the date of the Standby Purchase Agreement based on a valuation of $500.34 per share of Series A preferred stock, and (ii) any additional shares of Series A preferred stock that he subsequently acquires based on a valuation of the Series A preferred stock that equates to a 5% annualized return on the amount that the Standby Investor pays to purchase such additional shares of Series A preferred stock. Any redemption by the Company of Series A preferred stock or exchange of Series A preferred stock for common stock will also be contingent upon approval from the Federal Reserve Bank of Richmond (the “Reserve Bank”).
In addition, if the Company terminates the Standby Purchase Agreement because of a breach of the agreement by the Standby Investor or because the Standby Investor is unable to obtain regulatory approval to acquire the shares he has committed to purchase, the Company will have an option, subject to certain conditions, expiring June 30, 2015 to redeem all of the shares of Series A preferred stock that he owns based on a valuation of the greater of (i) $500.34 per share, (ii) the average price paid by the Standby Investor to purchase any additional Series A preferred stock increased by an amount that equates to a 5% annualized return on such purchases, and (iii) the average redemption price paid to other holders of Series A preferred stock whose shares have been redeemed for cash by the Company on or prior to such date. Such option is contingent upon the Standby Investor purchasing at least 5,000 additional shares of Series A preferred stock from other holders or the Company redeeming at least 5,000 additional shares of Series A preferred stock by June 30, 2015.
The Company also agreed to enter into a registration rights agreement (the “Registration Rights Agreement”) with the Standby Investor which will provide the Standby Investor demand registration and piggyback registration rights with respect to the Standby Investor’s resale of the Company’s equity securities, subject to customary limitations. The Registration Rights Agreement is expected to be executed in connection with closing of the sale of shares of common stock to the Standby Investor. The Company has agreed to pay the expenses associated with any registration statements filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Registration Rights Agreement. The Standby Investor’s demand registration rights will be immediately exercisable upon execution of the Registration Rights Agreement for, subject to certain limitations, the number of shares of common stock held by the Standby Investor and any equity securities issued or issuable directly or indirectly with respect to the shares of common stock held by the Standby Investor by way of conversion, exercise or exchange thereof or stock dividend or stock split or in connection with a combination of shares, recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or other reorganization.
http://www.sec.gov/Archives/edgar/data/1290476/000114420414067223/v394069_8k.htm
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