Eastern Virginia Bankshares Inc
Eastern Virginia Bankshares — Merger or Acquisition (December 2016)
19 slides from Eastern Virginia Bankshares's merger presentation, Dec 13, 2016
Slide 1: Announce Transformational Merger of Equals
Southern National Bancorp of Virginia, Inc. and Eastern Virginia Bankshares , Inc. Announce Transformational Merger of Equals Exhibit 99.2
Slide 2: Forward-Looking Statements
2 This investor presentation contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Southern National Bancorp of Virginia, Inc . ’s (“Southern National” or “SONA”) and Eastern Virginia Bankshares , Inc . ’s (“Eastern Virginia” or
Slide 3: Additional Information and Where to Find It
3 Investors are urged to review carefully and consider all public filings by SONA and EVBS with the SEC, including but not limited to their Annual Reports on Form 10 - K, their proxy statements, their Quarterly Reports on Form 10 - Q, and their Current Reports on Form 8 - K . The documents filed wit
Slide 4: Transaction Terms
4 Buyer Southern National Bancorp of Virginia, Inc. Seller Eastern Virginia Bankshares, Inc. Headquarters Southern National Bancorp of Virginia, Inc.; Sonabank Exchange Ratio Holding Company: McLean, Virginia ; Bank: Richmond, Virginia Transaction Value 0.6313 shares of SONA common stock for each sh
Slide 5: Transaction Rationale
5 Transaction Rationale • Significantly accretive to EPS in the first year • Accretive to tangible book value within 2 years • Operating synergies anticipated to result in readily achievable cost savings • Pro forma company will be well - capitalized • Pricing multiples in line with other recent mer
Slide 6: Transaction Assumptions
6 Transaction Assumptions Estimated Cost Saves • $9.9 million pre - tax savings • 16% of combined 2016 estimated noninterest expense Transaction Expenses • $16.0 million in pre - tax expenses • 9.0% of transaction value Loan Mark • $23.0 million pretax mark • 2.5% of EVBS’ total loans OREO Mark • $4
Slide 7: Transaction Impacts
7 Transaction Impacts 1 Please refer to the Non - GAAP reconciliation and footnotes in the appendix on page 17 - 19 Note: Payback period calculated using the crossover method Source: SNL Financial Key Transaction Impacts Capital Impact 9/30/2016 Capital Ratios SONA Pro Forma TCE / TA 1 10.1% ≈8.7% L
Slide 8: Low Risk Transaction
8 Low Risk Transaction 1 Includes $23 million loan mark and $0.5 million OREO mark Source: SNL Financial □ Established working relationship between the SONA and EVBS management teams ▪ Both teams worked together on their mutual investment in Southern Trust Mortgage ▪ Increases the probability of a s
Slide 9: Company Overviews
9 Headquarters: 6830 Old Dominion Drive Suite 100 McLean, VA 22101 Executive Management: Georgia S. Derrico – Chairman & CEO Assets ($000): 1,135,436 Market Cap ($M): 188.7 TCE / TA 1 (%): 10.11 Tangible Book Value 1 ($): 9.27 LTM ROAA (%) : 0.99 LTM ROAE (%): 8.60 LTM Efficiency Ratio (%): 55.54 LT
Slide 10: Established Roots in the Mid-Atlantic's Best Markets
10 Established Roots in the Mid - Atlantic’s Best Markets EVBS SONA 1 Community Bank defined as banks with total assets <$10.0 billion as of September 30, 2016 Source: SNL Financial Virginia Deposit Market Share - Community Banks 1 Number of Branches Total Deposits In Market ($000) Total Market Shar
Slide 11: Attractive Markets with Potential for Growth
11 Attractive Markets with Potential for Growth Source: SNL Financial Core Markets Other Key Markets □ Charlottesville ▪ 1 location with $120 million deposits ▪ Home to the University of Virginia and its 22,000 students □ Northern Neck and Middle Peninsula Region ▪ 10 locations with $439 million dep
Slide 12: Contribution Analysis
12 Contribution Analysis 1 Assumes EVBS’ preferred equity is converted into 5,240,192 shares of common stock 2 Please refer to the Non - GAAP reconciliation and footnotes in the appendix on page 17 - 19 Dollars in thousands, except per share data; Data as of September 30, 2016 Percentage Contributio
Slide 13: Pro Forma Loans Composition
13 SONA Pro Forma EVBS Note: GAAP data shown, does not include purchase accounting adjustments Source: SNL Financial C&D 8.6% 1 - 4 Fam 23.4% HELOC 3.2% OwnOcc CRE 15.5% Other CRE 33.0% Multifam 3.6% C&I 12.6% Consr & Other 0.2% C&D 9.9% 1 - 4 Fam 23.2% HELOC 12.8% OwnOcc CRE 20.3% Other CRE 11.3% M
Slide 14: Pro Forma Deposits Composition
14 SONA Pro Forma EVBS Composition Composition Composition Deposit Type ($000) % of Total Deposit Type ($000) % of Total Deposit Type ($000) % of Total Non Interest Bearing 91,567 10.0% Non Interest Bearing 200,544 19.9% Non Interest Bearing 292,111 15.2% NOW & Other Trans 40,857 4.5% NOW & Other Tr
Slide 15: Transaction Summary
15 Transaction Summary Southern National Bancorp of Virginia and Eastern Virginia Bankshares are joining forces to create a premier Virginia - based community bank x Combination of complementary markets to create a more diversified franchise x Fusion of SONA’s dynamic lending platform with EVBS’ str
Slide 16: Appendix
16 Appendix
Slide 17: Non-GAAP Reconciliation – SONA
17 Non - GAAP Reconciliation – SONA Southern National Bancorp of Virginia, Inc. GAAP Reconciliation (Unaudited) (Dollars in thousands, except per share data) As of September 30, 2016 As of September 30, 2015 Common Shareholders' Equity 125,045$ 120,305$ Less: Intangible Assets (11,439) (11,672) Tang
Slide 18: Non-GAAP Reconciliation – EVBS
18 Non - GAAP Reconciliation – EVBS Eastern Virginia Bankshares, Inc. GAAP Reconciliation (Unaudited) (Dollars in thousands, except per share data) As of September 30, 2016 As of September 30, 2015 Common Shareholders' Equity 134,645$ 124,943$ Less: Intangible Assets (17,655) (17,882) Tangible Commo
Slide 19: Non-GAAP Reconciliation Footnotes
19 Non - GAAP Reconciliation Footnotes 1 Tangible common equity to tangible assets (“the tangible common equity ratio”) and tangible book value per common share are non - GAAP financial measures derived from GAAP - based amounts . The Company calculates the tangible common equity ratio by excluding
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