FVCBankcorp, Inc. (NASDAQ: FVCB) (the “Company”) today reported third quarter 2021 net income of $4.7 million, or $0.32 diluted earnings per share, compared to $3.9 million, or $0.28 diluted earnings per share, for the quarterly period ended September 30, 2020, an increase of 21%. For the nine months ended September 30, 2021, the Company reported net income of $15.4 million, or $1.06 diluted earnings per share, compared to $10.5 million or $0.74 diluted earnings per share, for the same period of 2020, a year-over-year increase of $4.9 million, or 47%. Net income for the three and nine months ended September 30, 2021 include merger-related expenses of $1.1 million which are associated with the Company’s previously announced proposed merger (the “merger”) with Blue Ridge Bankshares, Inc. (NYSEAM:BRBS) (“Blue Ridge”), and $380 thousand of accelerated recognition of debt issuance costs related to its 2016 subordinated debt issuance, which was redeemed at the Company’s option on September 30, 2021.

Operating earnings, which exclude merger-related expenses and accelerated debt issuance costs, net of tax, for the three months ended September 30, 2021 and 2020 were $5.8 million and $3.9 million, respectively, an increase of $1.9 million, or 51%. Diluted earnings per share excluding merger-related expenses and accelerated debt issuance costs, net of tax, for the three months ended September 30, 2021 and 2020 were $0.40 and $0.28, respectively. On a linked quarter basis, operating earnings increased $684 thousand, or 13%, for the three months ended September 30, 2021 as compared to the operating earnings of June 30, 2021. Operating earnings return on average assets for the three months ended September 30, 2021 and 2020 was 1.14% and 0.89%, respectively. Operating earnings return on average equity for the three months ended September 30, 2021 and 2020 was 11.46% and 8.44%, respectively. The Company believes that operating earnings is a financial measure that is more reflective of the Company’s operating performance than net income. Operating earnings is determined by methods other than in accordance with U.S. generally accepted accounting principles (“GAAP”). A reconciliation of non-GAAP financial measures to their most comparable financial measures in accordance with GAAP can be found in the tables below.

For the nine months ended September 30, 2021 and 2020, operating earnings (which excludes merger-related expenses and accelerated debt issuance costs during 2021, and branch closure costs recorded during 2020) was $16.6 million and $11.0 million, respectively, an increase of $5.6 million, or 50%. Diluted earnings per share on an operating earnings basis for the nine months ended September 30, 2021 and 2020 were $1.14 and $0.78, respectively. Operating earnings annualized return on average assets for the nine months ended September 30, 2021 and 2020 was 1.13% and 0.88%, respectively. Operating earnings annualized return on average equity for the nine months ended September 30, 2021 and 2020 was 11.13% and 8.11%, respectively.

Annualized return on average assets was 0.91% and annualized return on average equity was 9.18% for the third quarter of 2021. For the comparable quarterly September 30, 2020 period, annualized return on average assets was 0.89% and annualized return on average equity was 8.44%. For the year-to-date September 30, 2021 period, annualized return on average assets was 1.05% and annualized return on average equity was 10.35% compared to annualized return on average assets of 0.84% and annualized return on average equity of 7.72% for the nine months ended September 30, 2020.

On August 31, 2021, the Company announced its wholly-owned subsidiary, FVCbank (the “Bank”) had acquired a membership interest in Atlantic Coast Mortgage, LLC (“ACM”) for $20.4 million. As a result of this investment, the Bank has obtained a 28.7% ownership interest in ACM. The Bank began providing a warehouse lending facility to ACM during the second quarter of 2021, which includes a construction-to-permanent financing line, and has developed portfolio mortgage products to diversify its held for investment loan portfolio. At September 30, 2021, the warehouse facility totaled $41.8 million, portfolio loans totaled $9.8 million, and noninterest income attributable to the Bank’s investment in ACM totaled $364 thousand (and $ in other fee income?).

On July 14, 2021, the Company announced the signing of a definitive merger agreement with Blue Ridge, pursuant to which the companies will combine in an all-stock merger of equals, subject to customary closing conditions including shareholder and regulatory approvals. In connection with the merger, the Bank will be merged with and into Blue Ridge Bank, National Association (“Blue Ridge Bank”), the wholly-owned commercial banking subsidiary of Blue Ridge, with Blue Ridge Bank as the surviving bank. The Company has learned that the Office of the Comptroller of the Currency (the “OCC”) identified certain regulatory concerns with Blue Ridge Bank that could impact the application process and timing of the merger. Blue Ridge Bank has already commenced an initiative intended to fully address the OCC’s concerns. The Company anticipates the merger will close in the second or third quarter of 2022.

Third Quarter Selected Highlights

• Continued Loan Growth. Loans receivable, net of deferred fees and excluding loans made under the U.S. Small Business Administration’s Paycheck Protection Program (“PPP”), totaled $1.41 billion at September 30, 2021, compared to $1.31 billion at December 31, 2020, an increase of $97.7 million, or 10%, annualized. During the third quarter of 2021, when excluding PPP loans and ACM’s warehouse lending facility, loans receivable, net of deferred fees, increased $52.3 million, or 16% annualized.
• Strong Credit Quality Metrics. During the third quarter of 2021, past due loans 30 days or more decreased to $652 thousand from $2.2 million at June 30, 2021, a decrease of $1.6 million, or 71%. No commercial loans were past due at September 30, 2021. Nonperforming loans and loans past due 90 days or more and still accruing decreased to 0.18% of total assets at September 30, 2021, compared to 0.31% at December 31, 2020, and decreased $1.4 million, or 28%, from June 30, 2021. Further, as of the date of this press release, the Bank sold its other real estate owned totaling $3.9 million at September 30, 2021, with no loss incurred.
• Strong Core Deposit Growth. Deposits increased 13% year over year, of which noninterest-bearing deposits increased 27%. During the quarter ended September 30, 2021, noninterest-bearing deposits increased $48.0 million, or 10%, to $548.7 million, representing 32% of total deposits at September 30, 2021.
• Increased Net Interest Income. Net interest income increased $884 thousand to $14.5 million for the third quarter of 2021, compared to $13.6 million for the same 2020 period. Net interest margin was 2.97% for the quarter ended September 30, 2021, compared to 3.30% for the year ago quarter of 2020 and 3.07% for the second quarter of 2021, as increased excess liquidity continued to impact net interest margin for the third quarter of 2021. The previously mentioned accelerated recognition of debt issuance costs decreased net interest income for the third quarter of 2021 by $380 thousand and decreased net interest margin by 8 basis points.

“We see strong economic growth in our markets as exemplified by our robust loan pipeline. During the third quarter of 2021, we originated over $220 million in new loans, more than twice what we originated during the second quarter of 2021. Achieving this growth, all while our teams are working with their counterparts at Blue Ridge to make progress on a successful merger integration, is a testament to the customer-centric team we have created over the past 14 years of FVCbank’s history,” stated David W. Pijor, Chairman and CEO.

Balance Sheet

Total assets were $2.00 billion at September 30, 2021, $1.82 billion at December 31, 2020, and $1.79 billion at September 30, 2020. Total asset growth year-to-date 2021 was $176.4 million, or 13% annualized. For the year-over-year period, total assets increased $203.7 million, or 11%. During the quarter ended September 30, 2021, total assets increased $22.7 million, or 5% annualized.

Loans receivable, net of deferred fees were $1.47 billion at each of September 30, 2021 and December 31, 2020, and $1.50 billion at September 30, 2020. Excluding PPP loans, loans receivable, net of deferred fees totaled $1.41 billion at September 30, 2021, $1.31 billion at December 31, 2020, and $1.33 billion at September 30, 2020. Loans receivable, net of deferred fees and excluding PPP loans, increased $97.7 million, or 10% annualized, for the year-to-date 2021 period, and increased $83.5 million, or 6% annualized, year-over-year. For the quarter, loans receivable, net of deferred fees and excluding PPP loans increased $36.0 million, or 10% annualized. During the second quarter of 2021, the Company began originating loans under a warehouse lending facility to ACM, which contributed $58.0 million to second quarter 2021 loan growth. At September 30, 2021, this warehouse facility decreased to $41.8 million due to the timing of repayments having occurred late in the quarter. During the third quarter of 2021, loans receivable, net of fees and excluding PPP loans and the warehouse lending facility, increased $52.3 million, or 16% annualized. Loans originated during the third quarter of 2021 totaled $200.0 million, of which $119.8 million were funded.

PPP loans, net of fees, totaled $58.2 million at September 30, 2021, a decrease from $99.5 million at June 30, 2021, and a decrease from $153.0 million at December 31, 2020. Loans forgiven during the third quarter of 2021 totaled $41.2 million, and totaled $94.7 million for year-to-date 2021. Net deferred fees associated with PPP loans totaled $1.4 million at September 30, 2021.

Investment securities were $270.2 million at September 30, 2021, $126.4 million at December 31, 2020, and $111.2 million at September 30, 2020. Investment securities increased $69.5 million during the three months ended September 30, 2021, and increased $143.8 million year-to-date. The Company has been investing in fixed income securities funded through its increase in deposits and PPP forgiveness to deploy excess liquidity while improving net interest margin.

Total deposits were $1.71 billion at September 30, 2021, $1.53 billion at December 31, 2020, and $1.51 billion at September 30, 2020. Total deposits increased $177.0 million, or 15% annualized, year-to-date, and increased $195.2 million, or 13% annualized, year-over-year. For the quarter, total deposits increased $29.3 million, or 7% annualized. Noninterest-bearing deposits were $548.7 million at September 30, 2021, an increase of $48.0 million, or 38% annualized, for the quarter ended September 30, 2021, and increased $149.6 million, or 50% annualized, year-to-date. Wholesale deposits continue to be at historic lows totaling $35.0 million, or 2% of total deposits, at September 30, 2021, a decrease of $15.0 million from December 31, 2020.

The Company’s bank subsidiary, FVCbank, remains well-capitalized at September 30, 2021 with a community bank leverage ratio of 10.67%.

Income Statement

Net income for the three months ended September 30, 2021 was $4.7 million, an increase of $808 thousand, or 21%, compared to $3.9 million for the same period of 2020. Operating income, a non-GAAP measure that excludes merger-related expenses of $1.1 million and accelerated debt issuance costs of $380 thousand for the redemption of the 2016 subordinated debt, net of tax, for the three months ended September 30, 2021 was $5.8 million, an increase of $1.9 million, or 51%, when compared to the same period of 2020. A reconciliation of GAAP to non-GAAP financial measures can be found in the tables below. For the nine months ended September 30, 2021, net income was $15.4 million, an increase of $4.9 million, or 47%, compared to $10.5 million for the same period of 2020. Both the three and nine months’ periods of 2020 were impacted by increased provision for loan losses and the nine month period of 2020 was impacted by the impairment on branch closures totaling $676 thousand.

Net interest income totaled $14.5 million, an increase of $884 thousand, or 7%, for the quarter ended September 30, 2021, compared to the year ago quarter, and increased by $293 thousand, or 2%, compared to the second quarter of 2021. Net interest income for the three months ended September 30, 2021 was impacted by the one-time recognition of accelerated debt issuance costs totaling $380 thousand as a result of the Company’s redemption of its 2016 subordinated debt on September 30, 2021. Interest expense on deposits decreased $842 thousand for the three months ended September 30, 2021 compared to the same period of 2020. The decrease in deposit costs were a result of continued targeted rate reductions and the repricing of the Company’s time deposits to lower interest rates upon renewal. Interest income includes loan mark accretion on acquired loans totaling $62 thousand, $146 thousand, and $469 thousand for the three months ended September 30, 2021, June 30, 2021 and September 30, 2020, respectively.

Net interest income for the three months ended September 30, 2021 benefited from PPP loan income, which contributed $1.2 million to interest income, of which $712 thousand was related to recognition of net deferred fees on forgiven loans. This compares to interest income from PPP loans of $1.5 million for the second quarter of 2021, which included recognition of net deferred fees of $811 thousand on forgiven loans. Remaining net deferred fees related to PPP loan originations totaled $1.4 million at September 30, 2021 and are being recognized in interest income over the remaining lives of the PPP loans, or sooner upon PPP loan forgiveness or repayment.

For the nine months ended September 30, 2021 and 2020, net interest income was $42.7 million and $38.5 million, respectively, an increase of $4.2 million, or 11%, year-over-year. Net interest income was impacted by the aforementioned accelerated debt issuance costs of $380 thousand for the nine months ended September 30, 2021. Interest expense on deposits decreased $4.3 million for the nine months ended September 30, 2021 compared to the same period of 2020. Interest income includes loan mark accretion on acquired loans totaling $341 thousand and $758 thousand for the nine months ended September 30, 2021 and September 30, 2020, respectively. PPP loan income contributed $4.5 million to interest income, of which $2.4 million was related to recognition of net deferred fees on forgiven loans for the nine months ended September 30, 2021. This compares to interest income from PPP loans of $1.8 million for the nine months ended September 30, 2020.

The Company’s net interest margin decreased 33 basis points to 2.97% for the quarter ended September 30, 2021, compared to 3.30% for the quarter ended September 30, 2020. On a linked quarter basis, net interest margin decreased 10 basis points from 3.07% for the three months ended June 30, 2021. The accelerated debt issuance costs recorded during the third quarter of 2021 decreased net interest margin by 8 basis points. Excess liquidity continues to compress net interest margin, decreasing margin by 26 basis points during the third quarter of 2021. Despite the growth in both the Company’s loan and investment securities portfolios to deploy excess liquidity, the Company’s continued strong deposit growth and level of PPP loan forgiveness continues to offset this asset growth.

The average yield on total loans for the third quarter of 2021 was 4.42%, compared to 4.36% for the linked quarter ended June 30, 2021, and 4.30% for the year ago quarter. Net deferred fees recognized from PPP loan forgiveness has contributed to the average yield of the loan portfolio, as the yield on PPP loans increased to 6.08% for the third quarter of 2021, compared to 2.31% for the year ago quarter ended September 30, 2020.

Cost of interest-bearing deposits for the third quarter of 2021 was 0.61%, compared to 1.01% for the third quarter of 2020, a decrease of 40 basis points, or 40%, primarily as a result of the Company having aggressively decreased its deposit rates during 2020 to offset the repricing of its variable rate loan portfolio. The cost of deposits, which includes noninterest-bearing deposits, decreased 3 basis points to 0.42% for the third quarter of 2021 as compared to 0.45% for the second quarter of 2021, and decreased 31 basis points from 0.73% for the year ago quarter of 2020.

Noninterest income totaled $1.1 million and $770 thousand for the quarters ended September 30, 2021 and 2020, respectively. The increase in noninterest income is primarily attributable to the Bank’s income associated with its investment in ACM, recording $364 thousand during the third quarter of 2021. Fee income from loans was $26 thousand, a decrease of $9 thousand, for the quarter ended September 30, 2021, compared to the third quarter of 2020. Service charges on deposit accounts and other fee income totaled $422 thousand for the third quarter of 2021, an increase of $11 thousand, from the year ago quarter. Income from bank-owned life insurance decreased $31 thousand to $249 thousand for the three months ended September 30, 2021 compared to $280 thousand for the same period of 2020. Noninterest income for the year-to-date period ended September 30, 2021 was $2.5 million, compared to $2.2 million for the 2020 year-to-date period, an increase of $386 thousand, or 18%, which was primarily driven by the aforementioned income associated with the Bank’s membership interest in ACM.

Noninterest expense totaled $9.4 million for the quarter ended September 30, 2021, compared to $7.7 million for the same three-month period of 2020, an increase of $1.7 million, or 22%. On a linked quarter basis, noninterest expense was $8.2 million for the quarter ended June 30, 2021, an increase of $1.2 million, or 15%. The increase in noninterest expense compared to the year ago and linked quarters was primarily related to merger-related expenses of $1.1 million recorded during the third quarter of 2021. In addition, salaries and benefits expense increased $373 thousand and $259 thousand compared to the year ago and linked quarters, respectively, which are primarily related to additions to business development staff earlier in the year and associated accruals for incentive compensation during the third quarter of 2021. Legal expenses related to loan workouts (which is included in other operating expense on the income statement) increased $138 thousand during the third quarter of 2021 when compared to the year ago quarter.

For the nine months ended September 30, 2021 and 2020, noninterest expense, was $25.5 million and $23.0 million, respectively, an increase of $2.6 million, or 11%, primarily as a result of the aforementioned merger-related expenses and additions to business development staffing and associated increases in incentive accruals.

The efficiency ratio, excluding merger-related expenses and the accelerated subordinated debt issuance costs, for the quarter ended September 30, 2021 was 52.3%, a decrease from 53.9% for the quarter ended September 30, 2020. The efficiency ratios for the nine months ended September 30, 2021 and 2020, excluding merger-related costs and accelerated subordinated debt issuance costs recorded during 2021, and branch closure costs recorded during 2020 were 53.5% and 54.8%, respectively. A reconciliation of GAAP to non-GAAP financial measures can be found in the tables below.

The Company recorded a provision for income taxes of $1.4 million for the three months ended September 30, 2021, compared to $1.0 million for the same period of 2020. The effective tax rates for the three months ended September 30, 2021 and 2020 were 23.4% and 21.2%, respectively. The effective tax rate for the third quarter of 2021 is greater than the Company’s combined federal and state statutory rate of 22.5% primarily because of nondeductible merger-related expenses recognized during the quarter. For the nine months ended September 30, 2021 and 2020, provision for income taxes was $4.3 million and $2.7 million, respectively.

Asset Quality

The Company recorded no provision for loan losses for the three months and nine months ended September 30, 2021, compared to $1.7 million for the year ago quarter and $4.5 million for the nine months ended September 30, 2020. The Company is not required to implement the provisions of the current expected credit losses accounting standard until January 1, 2023, and is continuing to account for the allowance for loans losses under the incurred loss model. The decrease in the provision for loan losses for the three months ended September 30, 2021 is primarily related to the improvement in certain credit quality metrics during the third quarter of 2021; specifically, a reduction in the Company’s past due loans and specific reserves for certain watchlist loans which improved in credit quality during the quarter. In addition, the Company completed reviews of its COVID-impacted portfolio segments and reduced certain qualitative factors as a result of the improved performance of these portfolio segments.

The allowance for loan losses to total loans, excluding PPP loans, was 1.02% at September 30, 2021, compared to 1.14% at December 31, 2020. The effective reserve coverage, which includes both the allowance for loan losses and the remaining unaccreted fair value discount on acquired loans, to total loans, excluding PPP loans, was 1.08% at September 30, 2021 compared to 1.27% at December 31, 2020. The decrease in this effective reserve coverage was a result of the payoff of one acquired loan with a credit mark of over $500 thousand during the third quarter of 2021. Net recoveries of $4 thousand were recorded during the third quarter of 2021.

Nonperforming loans and loans 90 days or more past due at September 30, 2021 totaled $3.6 million, or 0.18% of total assets. This compares to $5.6 million in nonperforming loans and loans 90 days or more past due at December 31, 2020, or 0.31% of total assets. All of the Company’s nonperforming loans are secured and have specific reserves totaling $993 thousand, representing the expected losses associated with those loans. The Company has one troubled debt restructuring at September 30, 2021 totaling $94 thousand, which is a consumer residential loan. Nonperforming assets (including the Bank’s other real estate owned property sold in October) to total assets was 0.38% at September 30, 2021 compared to 0.52% at December 31, 2020.

About FVCBankcorp, Inc.

FVCBankcorp, Inc. is the holding company for FVCbank, a wholly-owned subsidiary that commenced operations in November 2007. FVCbank is a $2.00 billion asset-sized Virginia-chartered community bank serving the banking needs of commercial businesses, nonprofit organizations, professional service entities, their owners and employees located in the greater Baltimore and Washington D.C., metropolitan areas. FVCbank is based in Fairfax, Virginia, and has 9 full-service offices in Arlington, Fairfax, Manassas, Reston and Springfield, Virginia, Washington D.C., and Baltimore, Bethesda, and Rockville, Maryland.

For more information on the Company’s selected financial information, please visit the Investor Relations page of FVCBankcorp, Inc.’s website, www.fvcbank.com.

Caution about Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited, statements of goals, intentions, and expectations as to future trends, plans, events or results of the Company’s operations and policies and regarding general economic conditions. In some cases, forward-looking statements can be identified by use of words such as “may,” “will,” “anticipates,” “believes,” “expects,” “plans,” “estimates,” “potential,” “continue,” “should,” and similar words or phrases. These statements are based upon current and anticipated economic conditions, nationally and in the Company’s market, interest rates and interest rate policy, competitive factors, and other conditions which by their nature, are not susceptible to accurate forecast and are subject to significant uncertainty. Because of these uncertainties and the assumptions on which this discussion and the forward-looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. These forward-looking statements are based on current beliefs that involve significant risks, uncertainties, and assumptions. Factors that could cause the Company’s actual results to differ materially from those indicated in these forward-looking statements, include, but are not limited to, the ability to close the merger on the expected terms and schedule; difficulties, delays and unforeseen costs in completing the merger and in integrating the Company’s and Blue Ridge’s businesses; the ability to realize cost savings and other benefits of the merger; business disruption during the pendency of or following the merger, and the risk factors and other cautionary language included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and in other periodic and current reports filed with the Securities and Exchange Commission. Because of these uncertainties and the assumptions on which the forward-looking statements are based, actual operations and results in the future may differ materially from those indicated herein. Readers are cautioned against placing undue reliance on any such forward-looking statements. The Company’s past results are not necessarily indicative of future performance.