|
|
|
|
|
|
|
|
|
|
Previous: VIRGINIA CAPITAL BANCSHARES INC, DEF 14A, 1999-05-20 |
Next: OAK BROOK CAPITAL I, SC 13D, 1999-05-20 |
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, For Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Virginia Capital Bancshares, Inc.
----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
---------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------------------
<PAGE>
VIRGINIA CAPITAL BANCSHARES, INC.
FIRST QUARTER 1999 RESULTS
Virginia Capital Bancshares, Inc. (NASDAQ: VCAP), the holding company for
Fredericksburg Savings Bank, reported net income of $2.3 million or $.22 per
share for the first quarter of 1999, an increase of $800,000 compared to net
income of $1.5 million for the first quarter of 1998. For the first quarter
1999, return on average assets was 1.65% and return on equity was 5.01%.
Net interest income for the first quarter of 1999 was $5.5 million or 27.67%
higher than the $4.3 million reported for the first quarter of 1998. The net
interest margin for the quarter was 3.99% compared to 3.72% for the first
quarter of 1998. These increases primarily resulted from investment of proceeds
from the successful completion of the mutual to stock conversion in December of
1998.
Noninterest expense totaled $1.8 million for the quarter, an increase of
$118,000 from $1.7 million for the first quarter of 1998. Noninterest expense
increased primarily due to contributions to the Employee Stock Ownership Plan
and increased advertising costs related to the development of a new marketing
program. Based on management's review of the allowance for loan losses, no
provision for loan losses was recorded in the first quarter of 1999 compared to
$106,000 for the first quarter of 1998. The efficiency ratio decreased to
32.36% for the quarter compared to 38.54% for the first quarter of 1998,
primarily due to the increase in net interest income.
Non-performing loans at March 31, 1999 remained at their year-end balance of
$4.9 million, or 1.14% of total loans, but increased $450,000 compared to March
31, 1998. Similarly, the allowance for loan losses at March 31, 1999 remained
at its December 31, 1998 balance of $5.7 million, but increased $200,000
compared to March 31, 1998.
The Company's President and Chief Executive Officer Samuel C. Harding, Jr.
stated "We are pleased to announce strong first quarter earnings and a
continuing high-level of operating efficiency. We are proud of our first full
quarter as a public company and management is committed to the aggressive
exploration of all options to maximize shareholder value. With our seventy-
seven year history as a leader in the community, we look forward to the
opportunities that are available from one of the fastest growing regions of
Virginia."
Virginia Capital Bancshares, Inc. declared and paid in February a 1998
fourth-quarter dividend of $.10 per share. The Company has also established a
Dividend Reinvestment and Stock Purchase Plan.
On December 23, 1998, Virginia Capital Bancshares, Inc. (the "Company") was
formed and completed the conversion of Fredericksburg Savings and Loan
Association, F.A. from a mutual savings bank to a capital stock savings bank
(Fredericksburg Savings Bank). At March 31, 1999, the Company had total assets
of $562 million and total deposits of $355 million. Stockholders' equity of
$187 million represented 33.20% of total assets.
Statements contained in this news release, which are not historical facts,
are forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risks and uncertainties, which could cause actual results to differ materially
from those currently anticipated due to a number of factors, which include, but
are not limited to, factors discussed in documents filed by the Company with the
Securities and Exchange Commission from time to time.
<PAGE>
<TABLE>
<CAPTION>
March 31, 1999 March 31, 1998
-------------- --------------
(In thousands)
<S> <C> <C>
Selected Financial Data:
Total assets $ 561,844 $ 475,163
Loans receivable, net 410,659 411,539
Mortgage-backed securities 921 1,247
Investment securities 72,792 29,849
Cash and cash equivalents 58,693 17,080
Deposits 355,013 373,501
Official bank checks 1,950 2,887
FHLB advances 8,000 8,000
Stockholders' equity 186,535 81,708
Asset Quality Ratios:
Non-performing loans to total assets .88% .94%
Non-performing loans to total loans 1.14% 1.04%
Non-performing assets to total assets 1.08% 1.45%
Allowance for loan losses to total loans 1.32% 1.27%
Allowance for loan losses to non-performing loans 115.70% 122.97%
<CAPTION>
For the Three Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
(In thousands)
<S> <C> <C>
Selected Operating Data:
Interest income $ 9,772 $ 9,093
Interest expense 4,295 4,803
-----------------------------------
Net interest income 5,477 4,290
Provision for loan losses - 106
-----------------------------------
Net interest income after provision for loan losses 5,477 4,184
Total noninterest income 115 100
Total noninterest expense 1,809 1,691
-----------------------------------
Income before income taxes 3,783 2,593
Income tax expense 1,455 1,051
-----------------------------------
Net income $ 2,328 $ 1,542
===================================
Performance Ratios:
Earnings per share $ .22 -
Return on average assets 1.65% 1.30%
Return on average equity 5.01% 7.62%
Interest rate spread 2.35% 2.89%
Net interest margin 3.99% 3.72%
Yield on average-interest earning assets 7.11% 7.88%
Total noninterest expense to average assets 1.28% 1.43%
Efficiency ratio 32.36% 38.54%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
VIRGINIA CAPITAL BANCSHARES, INC.
At or For the Three Months At or For the Twelve Months
Ended March 31, Ended December 31,
1999 1998 1998 1997
---- ---- ---- ----
(In thousands)
<S> <C> <C> <C> <C>
Selected Financial Ratios and Other Data
Performance Ratios:
Return on average assets 1.65% 1.30% 0.29% 1.36%
Return on average equity 5.01% 7.62% 1.53% 8.39%
Interest rate spread 2.35% 2.89% 2.71% 2.93%
Net interest margin 3.99% 3.72% 3.67% 3.73%
Yield on average-interest earning assets 7.11% 7.88% 7.75% 7.97%
Net interest income after provisions for loan
losses, to total noninterest expenses 302.65% 247.28% 112.84% 245.97%
Total noninterest expense to average assets 1.28% 1.43% 3.08% 1.44%
Efficiency ratio (1998 adjusted for one time charge 32.36% 38.54% 36.31% 38.72%
of $8.4 million for the charitable foundation)
Regulatory Capital Ratios:
Tangible capital 33.14% 17.15% 31.29% 16.34%
Core capital 33.14% 17.15% 31.29% 16.34%
Asset Quality Ratios:
Non-performing loans to total assets 0.88% 0.85% 1.18%
Non-performing loans to total loans 1.14% 1.14% 1.29%
Non-performing assets to total assets 1.08% 1.06% 1.59%
Allowance for loan losses to non-performing loans 15.70% 115.48% 98.60%
Earnings per share $ 0.22 -
Book value per share $16.36 -
Number of full-service banking facilities 4 4 4 4
Risk-based capital 26.92% 26.92%
<CAPTION>
At or for the Year Ended December 31
1996 1995 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Selected Financial Ratios and Other Data
Performance Ratios:
Return on average assets 0.98% 1.45% 1.62% 1.19%
Return on average equity 6.42% 10.17% 12.61% 10.26%
Interest rate spread 2.89% 3.19% 3.25% 3.44%
Net interest margin 3.61% 3.86% 3.76% 3.88%
Yield on average-interest earning assets 7.90% 8.11% 7.81% 7.97%
Net interest income after provisions for loan
losses, to total noninterest expenses 168.72% 261.91% 227.80% 217.61%
Total noninterest expense to average assets 2.04% 1.41% 1.52% 1.62%
Efficiency ratio (1998 adjusted for one time charge 56.69% 36.67% 40.60% 42.91%
of $8.4 million for the charitable foundation)
Regulatory Capital Ratios:
Tangible capital 14.97% 14.53% 13.33% 12.21%
Core capital 14.97% 14.53% 13.33% 12.21%
Asset Quality Ratios:
Non-performing loans to total assets 1.91% 1.45% 2.34% 1.50%
Non-performing loans to total loans 2.10% 1.64% 2.67% 1.68%
Non-performing assets to total assets 2.25% 1.91% 2.58% 1.95%
Allowance for loan losses to non-performing loans 61.89% 80.60% 52.50% 79.66%
Earnings per share
Book value per share
Number of full-service banking facilities 4 4 4 4
Risk-based capital 25.70% 25.51% 23.53% 21.61%
</TABLE>
(1) Represents Net Income for the indicated period divided by the average
balance of total assets for the indicated period, annualized where
appropriate. Average total asset balances are derived from month-end
balances for the period indicated.
(2) Represents Net Income for the indicated period divided by the average total
equity balance for the indicated period, annualized where appropriate. The
average total equity balance is derived from month-end balances for the
period indicated.
(3) Interest rate spread - Represents Interest Income for the indicated period
divided by Average Interest-Earning Assets for the indicated period
(annualized where appropriate); Less: Interest Expense for the indicated
period divided by Average Interest-Bearing Liabilities (annualized where
appropriate). Average Interest-Earning Assets and Average Interest-Bearing
Liabilities are derived from month end balances for the periods indicated.
(4) Represents Net Interest Income for the indicated period divided by Average
Interest-Earning Assets for the indicated period, annualized where
appropriate.
(5) Represents Interest Income for the indicated period divided by Average
Interest-Earning Assets for the indicated period, annualized where
appropriate.
(6) Represents Net Interest Income After Provisions for Loan Losses for the
period indicated divided by Total Noninterest Expenses for the period
indicated.
(7) Represents Total Noninterest Expense for the period indicated divided by
average assets for the period indicated, annualized where appropriate.
(8) Represents Noninterest Expenses for the period indicated divided by the sum
of Net Interest Income and Noninterest Income for the period indicated.
(A) Ratios computed without the deduction for the charitable foundation.
(9) Equity Capital for the indicated period (less disallowed deferred tax
assets plus net unrealized losses/gains on certain available-for-sale
securities) divided by adjusted total assets for the indicated period
(total assets less disallowed deferred tax assets plus net unrealized
losses/gains on certain available-for sale securities).
(10) Equity Capital for the indicated period (less disallowed deferred tax
assets plus net unrealized losses/gains on certain available-for-sale
securities plus cumulative perpetual preferred stock) divided by adjusted
total assets for the indicated period (total assets less disallowed
deferred tax assets plus net unrealized losses/gains on certain available-
for sale securities).
<PAGE>
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
-------------- -----------------
(In thousands)
<S> <C> <C>
Selected Financial Data:
Total Assets $ 561,844 $ 576,676
Loans receivable, net 410,659 411,791
Mortgage-backed securities 921 990
Investment securities 72,792 30,381
Cash and cash equivalents 58,693 115,734
Deposits 355,013 354,788
Official bank checks 1,950 21,064
FHLB advances 8,000 8,000
Equity capital 186,535 185,206
Asset Quality Ratios:
Non-performing loans to total assets 0.88% 0.85%
Non-performing loans to total loans 1.14% 1.14%
Non-performing assets to total assets 1.08% 1.06%
Allowance for loan losses to non-performing loans 115.70% 115.48%
Regulatory Capital Ratios:
Tangible capital 33.14% 17.15%
Core capital 33.14% 17.15%
Earnings per share $ 0.22 -
Book value per share $ 16.36 -
<CAPTION>
For the Three Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
(In thousands)
<S> <C> <C>
Selected Operating Data:
Interest income $ 9,772 $ 9,093
Interest expense 4,295 4,803
--------------------------------------
Net interest income 5,477 4,290
Provision for loan losses 0 106
--------------------------------------
Net interest income after provision for loan losses 5,477 4,184
Total noninterest income 115 100
Total noninterest expense 1,809 1,691
--------------------------------------
Income (loss) before income taxes 3,783 2,593
Income tax expense (benefit) 1,455 1,051
--------------------------------------
Net income (loss) $ 2,328 $ 1,542
======================================
Performance Ratios:
Return on average assets 1.65% 1.30%
Return on average equity 5.01% 7.62%
Interest rate spread 2.35% 2.89%
Net interest margin 3.99% 3.72%
Yield on average-interest earning assets 7.11% 7.88%
Net interest income after provisions for loan
losses, to total noninterest expenses 302.65% 247.28%
Total noninterest expense to average assets 1.28% 1.43%
Efficiency ratio 32.36% 38.54%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
March 31, 1999 March 31, 1998
-------------- --------------
(In thousands)
<S> <C> <C>
Selected Financial Data:
Total assets $ 561,844 $ 475,163
Loans receivable, net 410,659 411,539
Mortgage-backed securities 921 1,247
Investment securities 72,792 29,849
Cash and cash equivalents 58,693 17,080
Deposits 355,013 373,501
Official bank checks 1,950 2,887
FHLB advances 8,000 8,000
Stockholders' equity 186,535 81,708
Asset Quality Ratios:
Non-performing loans to total assets .88% .94%
Non-performing loans to total loans 1.14% 1.04%
Non-performing assets to total assets 1.08% 1.45%
Allowance for loan losses to total loans 1.32% 1.27%
Allowance for loan losses to non-performing loans 115.70% 122.97%
<CAPTION>
For the Three Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
(In thousands)
<S> <C> <C>
Selected Operating Data:
Interest income $ 9,772 $ 9,093
Interest expense 4,295 4,803
--------------------------------------
Net interest income 5,477 4,290
Provision for loan losses - 106
--------------------------------------
Net interest income after provision for loan losses 5,477 4,184
Total noninterest income 115 100
Total noninterest expense 1,809 1,691
--------------------------------------
Income before income taxes 3,783 2,593
Income tax expense 1,455 1,051
--------------------------------------
Net income $ 2,328 $ 1,542
======================================
Performance Ratios:
Earnings per share $ .22 -
Return on average assets 1.65% 1.30%
Return on average equity 5.01% 7.62%
Interest rate spread 2.35% 2.89%
Net interest margin 3.99% 3.72%
Yield on average-interest earning assets 7.11% 7.88%
Total noninterest expense to average assets 1.28% 1.43%
Efficiency ratio 32.36% 38.54%
</TABLE>
|
|