TowneBank : Form 8-K Current Report
TOWN
FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C. 20429
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
April 23, 2025
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Virginia
35095
54-1910608
(State or other jurisdiction of
(FDIC Insurance Cert. No.)
(IRS Employer Identification No.)
incorporation)
5716 High Street, Portsmouth, Virginia
23703
(Address of principal executive offices)
(Zip Code)
(757) 638-7500
(Registrant's telephone number, including area code)
No Change
(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:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $1.667 per share
TOWN
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition.
On April 23, 2025, TowneBank issued a press release announcing its results of operations and financial condition for the first quarter ended March 31, 2025. The press release is being furnished as Exhibit 99.1 to this report and incorporated by reference into this Item 2.02.
Item 7.01 Regulation FD Disclosure.
On April 23, 2025, TowneBank issued an earnings presentation, which contains information that the members of TowneBank management will use during visits with investors, analysts, and other interested parties to assist their understanding of TowneBank. The earnings presentation is being furnished as Exhibit 99.2 to this report and incorporated by reference into this Item 7.01.
Item 9.01 Financial Statements and Exhibits.
Exhibit No.
Description
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.
TowneBank
(Registrant)
Date: April 24, 2025
By:
/s/ William B. Littreal
William B. Littreal
Senior Executive Vice President
and Chief Financial Officer
Exhibit 99.1
News Release
FOR IMMEDIATE RELEASE
TOWNEBANK REPORTS FIRST QUARTER 2025 EARNINGS
Suffolk, VA., April 23, 2025 - TowneBank (the "Company" or "Towne") (NASDAQ: TOWN) today reported earnings for the quarter ended March 31, 2025 of $50.59 million, or $0.67 per diluted share, compared to $34.69 million, or $0.46 per diluted share, for the quarter ended March 31, 2024. Excluding certain items affecting comparability, core earnings (non-GAAP) were $50.98 million, or $0.68 per diluted share, in the current quarter compared to $36.27 million, or $0.48 per diluted share, for the quarter ended March 31, 2024.
"Our Company had a very strong start to the year earning $0.67 per share and delivering nearly 7% annualized loan growth. Our continued focus on measured growth aligned with a deliberate strategy to maintain healthy liquidity and capital levels should position our Company well during periods of economic uncertainty. While growth could be challenged in the short run, we believe our conservative Main Street approach to relationship banking coupled with our diversified fee income businesses can serve as a pillar of strength for our members, shareholders and the communities we serve," said G. Robert Aston, Jr., Executive Chairman.
Highlights for First Quarter 2025:
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"We were pleased to close our partnership with Village Bank and Trust Financial Corp. on April 1, 2025 followed by our latest announcement of the signing of a definitive agreement with Old Point Financial Corporation. Both transactions are strategically important for our Company and follow our disciplined model of targeting partnerships that enhance shareholder returns with low execution risk," stated William I. Foster III, President and Chief Executive Officer.
Quarterly Net Interest Income:
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Quarterly Provision for Credit Losses:
Quarterly Noninterest Income:
3
Quarterly Noninterest Expense:
Consolidated Balance Sheet Highlights:
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$12.80 million, or 4.31%, compared to the linked quarter, due to declines in repurchase agreements and other borrowings.
Investment Securities:
Loans and Asset Quality:
Deposits and Borrowings:
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$290.98 million at March 31, 2024.
Capital:
About TowneBank:
Founded in 1999, TowneBank is a company built on relationships, offering a full range of banking and other financial services, with a focus of serving others and enriching lives. Dedicated to a culture of caring, Towne values all employees and members by embracing their diverse talents, perspectives, and experiences.
Today, TowneBank operates over 55 banking offices throughout Hampton Roads and Central Virginia, as well as Northeastern and Central North Carolina - serving as a local leader in promoting the social, cultural, and economic growth in each community. Towne offers a competitive array of business and personal banking solutions, delivered with only the highest ethical standards. Experienced local bankers providing a higher level of expertise and personal attention with local decision-making are key to the TowneBank strategy. TowneBank has grown its capabilities beyond banking to provide expertise through its affiliated companies that include Towne Wealth Management, Towne Insurance Agency, Towne Benefits, TowneBank Mortgage, TowneBank Commercial Mortgage, Berkshire Hathaway HomeServices RW Towne Realty, Towne 1031 Exchange, LLC, and Towne Vacations. With total assets of $17.51 billion as of March 31, 2025, TowneBank is one of the largest banks headquartered in Virginia.
Non-GAAP Financial Measures:
This press release contains certain financial measures determined by methods other than in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Such non-GAAP
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financial measures include the following: fully tax-equivalent net interest margin, core operating earnings, core net income, tangible book value per common share, total risk-based capital ratio, tier one leverage ratio, tier one capital ratio, and the tangible common equity to tangible assets ratio. Management uses these non-GAAP financial measures to assess the performance of TowneBank's core business and the strength of its capital position. Management believes that these non-GAAP financial measures provide meaningful additional information about TowneBank to assist investors in evaluating operating results, financial strength, and capitalization. The non-GAAP financial measures should be considered as additional views of the way our financial measures are affected by significant charges for credit costs and other factors. These non-GAAP financial measures should not be considered as a substitute for operating results determined in accordance with GAAP and may not be comparable to other similarly titled measures of other companies. The computations of the non-GAAP financial measures used in this presentation are referenced in a footnote or in the appendix to this presentation.
Forward-Looking Statements:
This press release contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts, but instead represent only the beliefs, expectations, or opinions of TowneBank and its management regarding future events, many of which, by their nature, are inherently uncertain. Forward-looking statements may be identified by the use of such words as: "believe," "expect," "anticipate," "intend," "plan," "estimate," or words of similar meaning, or future or conditional terms, such as "will," "would," "should," "could," "may," "likely," "probably," or "possibly." These statements may address issues that involve significant risks, uncertainties, estimates, and assumptions made by management. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, competitive pressures in the banking industry that may increase significantly; changes in the interest rate environment that may reduce margins and/or the volumes and values of loans made or held as well as the value of other financial assets held; an unforeseen outflow of cash or deposits or an inability to access the capital markets, which could jeopardize our overall liquidity or capitalization; changes in the creditworthiness of customers and the possible impairment of the collectability of loans; insufficiency of our allowance for credit losses due to market conditions, inflation, changing interest rates or other factors; adverse developments in the financial industry generally, such as the 2023 bank failures, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer and client behavior; general economic conditions, either nationally or regionally, that may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and/or a reduced demand
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for credit or other services; geopolitical instability, including wars, conflicts, trade restrictions and tariffs, civil unrest, and terrorist attacks and the potential impact, directly or indirectly, on our business; the effects of weather-related or natural disasters, which may negatively affect our operations and/or our loan portfolio and increase our cost of conducting business; public health events (such as the COVID-19 pandemic) and governmental and societal responses to them; changes in the legislative or regulatory environment, including changes in accounting standards and tax laws, that may adversely affect our business; our ability to successfully integrate the businesses of Old Point Financial Corporation ("Old Point"), a pending merger, and Village Bank and Trust Financial Corp. ("Village"), a recently completed merger, to the extent that it may take longer or be more difficult, time-consuming, or costly to accomplish than expected, our ability to close the transaction with Old Point when expected or at all because required approvals and other conditions to closing are not received or satisfied on the proposed terms or on the anticipated schedule; deposit attrition, operating costs, customer losses, and business disruption associated with pending or recently completed acquisitions, including reputational risk and adverse effects on relationships with employees, customers or other business partners, that may be greater than expected; costs or difficulties related to the integration of the businesses we have acquired that may be greater than expected; expected growth opportunities or cost savings associated with pending or recently completed acquisitions may not be fully realized or realized within the expected time frame; the diversion of management's attention and time from ongoing business operations and opportunities on merger related matters; cybersecurity threats or attacks, whether directed at us or at vendors or other third parties with which we interact, the implementation of new technologies, and the ability to develop and maintain reliable electronic systems; our competitors may have greater financial resources and develop products that enable them to compete more successfully; changes in business conditions; changes in the securities market; and changes in our local economy with regard to our market area, including any adverse impact of actual and proposed cuts to federal spending, including defense, security and military spending, on the Greater Hampton Roads economy. Any forward-looking statements made by us or on our behalf speak only as of the date they are made or as of the date indicated, and we do not undertake any obligation to update forward-looking statements as a result of new information, future events, or otherwise. For additional information on factors that could materially influence forward-looking statements included in this report, see the "Risk Factors" in TowneBank's Annual Report on Form 10-K for the year ended December 31, 2024 and related disclosures in other filings that have been, or will be, filed by TowneBank with the Federal Deposit Insurance Corporation.
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Disclaimer
TowneBank published this content on April 24, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 24, 2025 at 13:28 UTC.