UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 21, 2024
VILLAGE BANK AND TRUST FINANCIAL CORP.
(Exact Name of Registrant as Specified in Charter)
Virginia | 0-50765 | 16-1694602 |
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer |
13319 Midlothian Turnpike | |
Midlothian, Virginia | 23113 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (804) 897-3900
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $4.00 per share | VBFC | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07Submission of Matters to a Vote of Security Holders.
Village Bank and Trust Financial Corp. (the “Company”) held its Annual Meeting of Shareholders on May 21, 2024 (the “Annual Meeting”). A quorum of shares was present or represented by proxy at the Annual Meeting. At the Annual Meeting, the shareholders of the Company elected three directors to serve for a term of three years each; approved in an advisory vote the Company’s executive compensation; approved in an advisory vote the frequency of the advisory vote on executive compensation; approved the Village Bank and Trust Financial Corp. 2024 Stock Incentive Plan; and ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for 2024. The voting results for each proposal were as follows:
Proposal 1
To elect three directors for a term of three years each:
Broker | ||||||
| For |
| Withheld |
| Non-Vote | |
Frank E. Jenkins, Jr. | 964,491 | 115,978 | 210,938 | |||
Michael A. Katzen | 964,765 | 115,704 | 210,938 | |||
Michael L. Toalson | 965,373 | 115,096 | 210,938 |
Proposal 2
To approve, in an advisory (non-binding) vote, the executive compensation disclosed in the Proxy Statement:
Broker | ||||||||
| For |
| Against |
| Abstain | Non-Vote | ||
Executive Compensation | 1,036,761 | 10,095 |
| 33,613 | 210,938 |
Proposal 3
To approve, in an advisory (non-binding) vote, whether an advisory vote on executive compensation should be held every one, two, or three years:
Broker | ||||||||||
| One Year |
| Two Years |
| Three Years |
| Abstain | Non-Vote | ||
Frequency of Vote | 977,994 | 29,947 | 1,691 | 70,837 | 210,938 |
Proposal 4
To approve the Village Bank and Trust Financial Corp. 2024 Stock Incentive Plan:
Broker | ||||||||
| For |
| Against |
| Abstain | Non-Vote | ||
2024 Stock Incentive Plan | 996,926 | 80,607 |
| 2,936 | 210,938 |
2
Proposal 5
To ratify the appointment of Yount, Hyde, & Barbour, P.C. as the Company’s independent registered public accounting firm for 2024:
| For |
| Against |
| Abstain | |
Ratification of Auditors | 1,291,376 | 24 |
| 7 |
Item 8.01Other Events.
On May 21, 2024, members of management of the Company made a presentation at the Annual Meeting. A copy of the presentation is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. Description
99.1 | Presentation of the Company delivered at the 2024 Annual Meeting of Shareholders. |
104 | Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VILLAGE BANK AND TRUST FINANCIAL CORP. | ||
(Registrant) | ||
Date: May 21, 2024 | By: /s/ Donald M. Kaloski, Jr. | |
Donald M. Kaloski, Jr. | ||
Executive Vice President and CFO |
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You're a neighbor, not a number 2024 Annual Shareholders Meeting Exhbit 99.1 |
Cautionary Statement Regarding Forward-Looking Statements In addition to historical information, this presentation may contain forward-looking statements. For this purpose, any statement that is not a statement of historical fact may be deemed to be a forward-looking statement. These forward-looking statements may include statements regarding profitability, liquidity, allowance for credit losses, interest rate sensitivity, market risk, growth strategy and financial and other goals. Forward-looking statements often use words such as “believes,” “expects,” “plans,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends” or other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, and actual results could differ materially from historical results or those anticipated by such statements. There are many factors that could have a material adverse effect on the operations and future prospects of the Company including, but not limited to: • changes in assumptions underlying the establishment of allowances for credit losses, and other estimates; • the risks of changes in interest rates on levels, composition and costs of deposits, loan demand, and the values and liquidity of loan collateral, securities, and interest sensitive assets and liabilities; • the ability to maintain adequate liquidity by retaining deposit customers and secondary funding sources, especially if the Company’s or banking industry’s reputation becomes damaged; • the effects of future economic, business and market conditions; • legislative and regulatory changes, including the Dodd-Frank Act and other changes in banking, securities, and tax laws and regulations and their application by our regulators, and changes in scope and cost of FDIC insurance and other coverages; • our inability to maintain our regulatory capital position; • the Company’s computer systems and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, or other disruptions despite security measures implemented by the Company; • changes in market conditions, specifically declines in the residential and commercial real estate market, volatility and disruption of the capital and credit markets, and soundness of other financial institutions with which we do business; 1 |
Cautionary Statement Regarding Forward-Looking Statements • risks inherent in making loans such as repayment risks and fluctuating collateral values; • changes in operations of Village Bank Mortgage Corporation as a result of the activity in the residential real estate market; • exposure to repurchase loans sold to investors for which borrowers failed to provide full and accurate information on or related to their loan application or for which appraisals have not been acceptable or when the loan was not underwritten in accordance with the loan program specified by the loan investor; • governmental monetary and fiscal policies; • geopolitical conditions, including acts or threats of terrorism and/or military conflicts, or actions taken by the U.S. or other governments in response to acts or threats of terrorism and/or military conflicts, negatively impacting business and economic conditions in the U.S. and abroad; • changes in accounting policies, rules and practices; • reliance on our management team, including our ability to attract and retain key personnel; • competition with other banks and financial institutions, and companies outside of the banking industry, including those companies that have substantially greater access to capital and other resources; • demand, development and acceptance of new products and services; • problems with technology utilized by us; • the occurrence of significant natural disasters, including severe weather conditions, floods, health related issues, and other catastrophic events; • changing trends in customer profiles and behavior; and • other factors described from time to time in our reports filed with the SEC. These risks and uncertainties should be considered in evaluating the forward-looking statements contained herein, and readers are cautioned not to place undue reliance on such statements. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made. In addition, past results of operations are not necessarily indicative of future results. 2 |
Non-GAAP Financial Measures The accounting and reporting polices of the Company conform to generally accepted accounting principles (“GAAP”) in the United States and prevailing practices in the banking industry. However, management uses certain non-GAAP measures to supplement the evaluation of the Company’s performance. These measures include core operating income, core earnings per share, and core return on tangible common equity for the consolidated entity, the commercial banking segment, and the mortgage banking segment. Management believes presentations of these non-GAAP financial measures provide useful supplemental information that is essential to a proper understanding of the operating results of the Company’s core businesses. These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Reconciliations of GAAP to non-GAAP disclosures are included as tables at the end of this presentation. 3 |
Our Value Proposition • We think and behave like long-term investors Vision, Discipline, Execution • Strong market position in a very attractive market Market Opportunity • Excellent opportunity to take market • A strong community bank with a successful mortgage company Differentiated Transparency and Candor • Effective shareholder communications • Excellent shareholder returns over the last five years We Deliver Results 4 |
Our Strategy Is Built Around Delivering Top Quartile Long Term Returns To Our Shareholders This Means… • Top Quartile Return on Tangible Common Equity • Sustained High Single Digit Earnings Per Share Growth • Best Quartile Asset Quality in Worst Part of Cycle • Best Quartile Earnings Volatility 5 |
Share performance over the past 5 years 7 12.39 (7.29) (60.00) (40.00) (20.00) 0.00 20.00 40.00 60.00 80.00 Share Price Performance December 31, 2019 - March 31, 2024 VBFC-Share Price (Daily)(%) KBW #N/Asdaq Bank Index Price-Index Value (Daily)(%) |
Loan Portfolio Core loans, which are total loans, excluding PPP loans, increased by $16,341,000, or 2.84%, from December 31, 2023. The commercial loan portfolio, excluding PPP loans, increased by $17,052,000, or 4.02%, from December 31, 2023. Growth in the portfolio was driven by growth in our non-owner occupied commercial real estate portfolio, which was the result of deepening existing relationships, while maintaining our disciplined approach to credit risk. Non-Owner Occupied Office represents 3.99% of total loans and is predominately small suburban office space. 11 $561,003 $526,457 $538,427 $575,008 $591,338 $- $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 2020 2021 2022 2023 Q1 2024 Loan Growth (dollars in thousands) Core Loans PPP Loans 3.53% 5.26% 9.60% 11.24% 12.57% 16.00% 4.91% 5.01% 5.24% 5.35% 5.42% 5.60% 4.75% 4.95% 5.15% 5.35% 5.55% 5.75% 5.95% 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% 14.00% 16.00% 18.00% Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Loan Beta History Cummulative Loan Beta Average Rate |
Technology Roadmap • FedNOW – Real Time Payments • AutoBooks for small business • Webchat to support customer service • DNS-SEC • Internal data storage clean-up • ESign for retail acct opening • ESign for often used customer docs • Printer upgrades at each Branch • POE Switch Replacements • Phone System Replacement Analysis for 2025 • Improved Branch Physical Security • Core Operational Review • Windows 11 2025 • Implementing Fraud Detection Software • Conduct full operational reviews of processes, tools, data, and technology across all business lines to maximize efficiency • Expand API’s – Subscription Commerce • Wireless Access Point Upgrades • Begin review of Core Contract 2023 • Boardroom and meeting room tech refresh • SD-WAN Network Improvements • Expanded Backup, Archive and Email Protection • Expanded Vulnerability Scanning capabilities • ATM Fleet Overhaul complete • Contactless Debit & Credit Cards • Enhanced Data Protection & Reporting • Teller Equipment Replacements • Implemented Credit Manager for OLB • Enhanced Fraud Detection & Prevention • Data analytics • CRM/LOS 2024 2026 • Continue review of Core Contract • Seamless banking – Looking at what is next: wearables and biometrics 14 |
Strategic Priorities and Objectives 1. Generate Top Quartile Returns a. Invest for long-term out performance (people, process and technology) b. Diversify and grow fee revenue c. Focus on deploying capital into growth opportunities 2. Grow Franchise a. Generate strong relationship growth b. Add revenue producers c. Expand presence in Richmond and eastern region markets 3. Enhance Customer Experience a. Continually improve the digital experience b. Access data for better decisions c. Instill customer first service standards 4. Maintain discipline approach to risk management a. Scale risk framework as we approach $1B b. Maintain asset quality through worst part of the credit cycle c. Strengthen fraud and data protection 5. Invest in Talent & Strengthen our Culture of Success a. Ensure staff have skills as we grow b. Develop leadership bench c. Build and reinforce culture 6. Engage and improve lives in our community 15 |
Board of Directors Craig Bell Chairman Since 1998 Frank Jenkins Director Since 2017 Mike Katzen Director Since 2008 Mike Toalson Director Since 2004 Devon Henry Director Since 2018 Mary Margaret Kastelberg Director Since 2020 Jay Hendricks President & Chief Executive Officer Since 2020 Ron Carey Director Since 2023 Trudy Sanderson Director Since 2023 16 |
Management Team Jay Hendricks President & Chief Executive Officer Donnie Kaloski Chief Financial Officer & Chief Risk Officer Max Morehead Commercial Banking • CEO and President of the Company and the Bank since August 2020. • Previously Chief Operating Officer and Chief Risk Officer of the Bank since December 2016. • Joined as Chief Credit Officer of the Bank in September 2013. • 23 years with SunTrust/Crestar including roles as Chief Operational Risk Officer for mortgage and Credit and Compliance Officer for consumer banking. • Prior to 1990, served as Bank Examiner for the Comptroller of the Currency. • More than 30 years experience in the banking industry. • Chief Financial Officer of the Company and the Bank since May 2018. Chief Risk Officer of the Bank since August 2020. • Previously served as Senior Vice President of Accounting of the Bank. • From 2007 to 2013 supervised audit teams on financial institutions throughout the country with BDO USA, LLP. • Holds a BA in Accounting and an MBA from Troy University. • Is a Certified Public Accountant and Charted Global Management Accountant. • More than 15 years experience in the accounting and banking industry. • Executive Vice President – Commercial Banking since March 2014. • 25 years with SunTrust/Crestar including leadership roles in commercial banking. • More than 30 years experience in the banking industry. 17 |
Management Team, continued Jennifer Church Retail Banking Christy Quesenbery Operations Roy Barzel Chief Credit Officer Clif Winn President & CEO Village Bank Mortgage Corp • Executive Vice President – Retail Banking of the Bank since March 2022. • Prior to joining the Bank served as Vice President Market Leader with BB&T from September 2018 – March 2022, and prior thereto, she served in various positions with Union Bank & Trust from 2007 to 2018, including Retail Support Manager, Senior Retail Operations Consultant and Branch Manager. • More than 20 years experience in the banking industry. • President and Chief Executive Officer of Village Bank Mortgage Corporation since December 2017. • Member of mortgage leadership team since 2009. Served as Senior Vice President and Risk Manager. • From 1998 until 2009 served in several leadership roles with Benchmark Mortgage. • More than 20 years mortgage banking experience. • Executive Vice President – Operations since August 2020. • Prior to joining the Bank served as Chief Operations Officer at Touchstone Bank since 2016. • Held various leadership roles during her career around operations, information technology, compliance, and risk management. • More than 35 years experience in the banking industry. • Chief Credit Officer of the Bank since August 2020. • Previously served as Senior Vice President and Director of Strategic Initiatives since 2017. • Prior to joining the Bank served in commercial banking leadership roles with Bank of Virginia and SunTrust/Crestar. • More than 35 years experience in the banking industry. 18 |
Reconciliation of Non-GAAP Financial Measures Reconciliation of Non-GAAP Financial Measures (dollars in thousands, except per share amounts) Reference notes for GAAP to Core Operating Income (1) Non-GAAP financial measure. (2) Other non-core expense is composed of $696,000 in prepayment fees associated with the early pay-off of the then $31 million outstanding in FHLB Advances. (3) Income tax expense was adjusted for the non-core items at the corporate tax rate of 21%. 20 |
Reconciliation of Non-GAAP Financial Measures Reconciliation of Non-GAAP Financial Measures (dollars in thousands, except per share amounts) (1) Non-GAAP financial measure (2) Derived from the Core Operating Results by Segment table. 21 2020 2021 2022 2023 Q1 2024 ROTCE Average shareholder's equity $ 47,572 $ 59,256 $ 61,336 $ 63,862 $ 67,903 Less: average preferred stock - - - - - Average tangible common equity (1) $ 47,572 $ 59,256 $ 61,336 $ 63,862 $ 67,903 Net income available to common shareholders Consolidated $ 8,554 $ 12,453 $ 8,305 $ 1,918 $ 1,772 Commercial Banking Segment 4,619 8,883 8,778 2,952 1,703 Mortgage Banking Segment $ 3,935 $ 3,570 $ (473) $ (1,034) $ 69 Return on Tangible Common Equity (1) Consolidated 17.98% 21.02% 13.54% 3.06% 10.50% Commercial Banking Segment 9.71% 14.99% 14.31% 4.71% 10.09% Mortgage Banking Segment 8.27% 6.02% (0.77%) (1.65%) 0.41% Core ROTCE Operating income available to common shareholders (1)(2) Consolidated $ 9,094 $ 12,453 $ 8,305 $ 5,857 $ 1,772 Commercial Banking Segment $ 5,159 $ 8,883 $ 8,778 $ 6,891 $ 1,703 Mortgage Banking Segment $ 3,935 $ 3,570 $ (473) $ (1,034) $ 69 Return on Tangible Common Equity (1) Consolidated 19.12% 21.02% 13.54% 9.35% 10.50% Commercial Banking Segment 10.85% 14.99% 14.31% 11.00% 10.09% Mortgage Banking Segment 8.27% 6.02% (0.77%) (1.65%) 0.41% |
Reconciliation of Non-GAAP Financial Measures Reconciliation of Non-GAAP Financial Measures (in thousands, except per share amounts) (1) Non-GAAP financial measure. (2) Derived from the Core Operating Results by Segment table. 22 2020 2021 2022 2023 Q1 2024 GAAP earnings per share Weighted Average Share Outstanding 1,459 1,468 1,477 1,486 1,493 Net income (loss) available to common shareholders Consolidated $ 8,554 $ 12,453 $ 8,305 $ 1,918 $ 1,772 Commercial Banking Segment 4,619 8,883 8,778 2,952 1,703 Mortgage Banking Segment $ 3,935 $ 3,570 $ (473) $ (1,034) $ 69 GAAP earnings per share Consolidated $ 5.86 $ 8.48 $ 5.62 $ 1.29 $ 1.19 Commercial Banking Segment $ 3.17 $ 6.05 $ 5.94 $ 1.99 $ 1.14 Mortgage Banking Segment $ 2.70 $ 2.43 $ (0.32) $ (0.70) $ 0.05 Core earnings per share Operating income available to common shareholders (1)(2) Consolidated $ 9,094 $ 12,453 $ 8,305 $ 5,857 $ 1,772 Commercial Banking Segment 5,159 8,883 8,778 6,891 1,703 Mortgage Banking Segment $ 3,935 $ 3,570 $ (473) $ (1,034) $ 69 Core earnings per share (1) Consolidated $ 6.23 $ 8.48 $ 5.62 $ 3.94 $ 1.19 Commercial Banking Segment $ 3.54 $ 6.05 $ 5.94 $ 4.64 $ 1.14 Mortgage Banking Segment $ 2.70 $ 2.43 $ (0.32) $ (0.70) $ 0.05 |