Southern National Bancorp of Virginia,
Inc. (“Southern National” or “SNBV” or the “Company”) is a corporation that was formed on July
28, 2004 under the laws of the Commonwealth of Virginia and is the holding company for Sonabank (“Sonabank” or the
“Bank”) a Virginia state-chartered bank which commenced operations on April 14, 2005. As of the close of business on
June 23, 2017, SNBV completed its previously announced merger of Eastern Virginia Bankshares, Inc. (“EVBS”) with and
into SNBV and the completion of the merger of EVBS’s wholly-owned subsidiary, EVB, with and into SNBV’s wholly-owned
subsidiary, Sonabank (see Note 2 - Business Combinations). This combination has brought together two banking companies with
complementary business lines, creating one of the premier banking institutions headquartered in the Commonwealth of Virginia.
EVBS was the holding company for EVB, a Virginia state-chartered bank which traced its beginnings to 1910. Sonabank provides a
range of financial services to individuals and small and medium sized businesses. At September 30, 2018, Sonabank had thirty-eight
full-service retail branches in Virginia, located in the counties of Chesterfield (2), Essex (2), Fairfax (Reston, McLean and Fairfax),
Gloucester (2), Hanover (3), King William, Lancaster, Middlesex (3), New Kent, Northumberland (3), Southampton, Surry, Sussex,
and in Charlottesville, Clifton Forge, Colonial Heights, Front Royal, Hampton, Haymarket, Leesburg, Middleburg, New Market, Newport
News, Richmond, South Riding, Warrenton, and Williamsburg, and seven full-service retail branches in Maryland, located in Rockville,
Shady Grove, Bethesda, Upper Marlboro, Brandywine, Owings and Huntingtown.
The consolidated financial statements include
the accounts of Southern National and its subsidiaries Sonabank and EVB Statutory Trust I (the “Trust”). Significant
inter-company accounts and transactions have been eliminated in consolidation. Southern National consolidates subsidiaries in which
it holds, directly or indirectly, more than 50 percent of the voting rights or where it exercises control. Entities where Southern
National holds 20 to 50 percent of the voting rights, or has the ability to exercise significant influence, or both, are accounted
for under the equity method. Southern National has an interest in one affiliate, Southern Trust Mortgage, LLC (“STM”),
which it accounts for as an equity method investment. In addition, Southern National owns the Trust which is an unconsolidated
subsidiary. The junior subordinated debt owed to the Trust is reported as a liability of Southern National.
The unaudited consolidated financial statements
have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial
information and instructions for Form 10-Q and follow general practice within the banking industry. Accordingly, the unaudited
consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial
statements. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for
a fair presentation of the results of the interim periods presented have been made. The results of operations for the interim periods
are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated
financial statements and footnotes thereto included in Southern National’s Form 10-K for the year ended December 31, 2017.
Revenue from Contracts with Customers
Southern National records revenue from
contracts with customers in accordance with Accounting Standards Codification Topic 606,
“Revenue from Contracts with
Customers” (“Topic 606”).
Under Topic 606, we must identify the contract with a customer, identify the performance
obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in
the contract, and recognize revenue when (or as) we satisfy a performance obligation. Significant revenue has not been recognized
in the current reporting period that results from performance obligations satisfied in previous periods.
Our primary sources of revenue are derived
from financial instruments, namely loans, investment securities, and other financial instruments that are not within the scope
of Topic 606. We have evaluated the nature of the Company’s contracts with customers and determined that further disaggregation
of revenue from contracts with customers into more granular categories beyond what is presented in the Consolidated Statements
of Income and Comprehensive Income was not necessary. Southern National generally fully satisfies its performance obligations on
its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic
basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are
fixed, there is little judgment involved in applying Topic 606 that significantly affects the determination of the amount and timing
of revenue from contracts with customers.
Use of Estimates
The preparation of the consolidated financial
statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from these estimates. Material estimates that are particularly susceptible to significant change
in the near term relate to the determination of the allowance for loan losses, the carrying value of investment securities, other
than temporary impairment of investment securities, the valuation of goodwill and intangible assets, the FDIC indemnification asset,
other real estate owned (“OREO”), deferred tax assets, and fair value measurements related to assets acquired and liabilities
assumed from business combinations.
Recent Accounting Pronouncements
Adoption of New Accounting Standards:
In May 2014, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09,
Revenue From Contracts With Customers
(Topic 606).
These amendments affect any entity that either enters into contracts with customers to transfer goods or services
or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards
(e.g. insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue
Recognition, and most industry-specific guidance, and creates a Topic 606, Revenue from Contracts with Customers. The core principle
of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in
an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This
ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from
customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain
or fulfill a contract. The ASU allows for either full retrospective or modified retrospective adoption. The new guidance became
effective for interim and annual reporting periods beginning after December 15, 2017. Our revenue is balanced between net interest
income on financial assets and liabilities, which is explicitly excluded from the scope of the new standard, and noninterest income.
The Company’s revenue recognition pattern for revenue streams within the scope of ASU 2014-09, include service charges on
deposit accounts, investment services income and card interchange fees, which did not materially change from its prior practice.
The Company adopted ASU No. 2014-09 on January 1, 2018 utilizing the modified retrospective approach.
In January 2016, the FASB issued ASU 2016-01,
Financial Instruments Overall (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities
. The
amendments in ASU 2016-01: (a) require equity investments (except for those accounted for under the equity method of accounting
or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net
income; (b) simplify the impairment assessment of equity securities without readily determinable fair values by requiring a qualitative
assessment to identify impairment; (c) eliminate the requirement for public business entities to disclose the method and significant
assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost
on the balance sheet; (d) require public business entities to use the exit price notion when measuring the fair value of financial
instruments for disclosure purposes; (e) require an entity to present separately in other comprehensive income, the portion of
the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity
has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (f) require
separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the
balance sheet or the notes to the financial statements; and (g) clarify that an entity should evaluate the need for a valuation
allowance on a deferred tax asset related to available for sale securities in combination with the entity’s other deferred
tax assets. The amendments in this ASU became effective for public companies for fiscal years beginning after December 15, 2017,
including interim periods within those fiscal years. The adoption of ASU 2016-01 on January 1, 2018 did not have a material impact
on the Company's consolidated financial statements. In accordance with (d) above, the Company measured fair value of its net loans,
certificates of deposits, junior subordinated debt, and senior subordinated notes as of September 30, 2018 using an exit price
notion (see Note 8
Fair Value
).
In August 2016, the FASB issued ASU 2016-15,
Classification of Certain Cash Receipts and Cash Payments
. Before ASU 2016-15 GAAP was unclear or did not include specific
guidance on how to classify certain transactions in the statement of cash flows. This ASU reduced diversity in practice in how
eight particular transactions are classified in the statement of cash flows. ASU No. 2016-15 became effective for interim and annual
reporting periods beginning after December 15, 2017. Entities are required to apply the guidance retrospectively. If it is impracticable
to apply the guidance retrospectively for an issue, the amendments related to that issue would be applied prospectively. The Company
adopted ASU 2016-15 on January 1, 2018. ASU 2016-15 did not have a material impact on the Company’s consolidated financial
statements.
In January 2017, the FASB issued ASU 2017-01,
Business Combinations (Topic 805): Clarifying the Definition of a Business
, which was intended to provide guidance in evaluating
whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses in order to provide stakeholders
with more detailed reporting and less cost to analyze transactions. This ASU provided a screen to determine when a set of assets
is not a business. It required that when substantially all fair value of gross assets acquired (or disposed of) is concentrated
in a single identifiable asset or group of similar identifiable assets, the set of assets is not a business. If the screen is not
met, the amendments in this update provided a framework to assist entities in evaluating whether both an input and a substantive
process are present for the set to be a business. ASU 2017-01 became effective for annual periods beginning after December 15,
2017, including interim periods within those annual periods. The Company adopted ASU 2017-01 on January 1, 2018 and it did not
have a material impact on the Company’s consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09,
Compensation - Stock Compensation (Topic 718)
,
Scope of Modification Accounting
. These amendments provide guidance
on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification
accounting under Topic 718. The guidance is effective for all entities for fiscal years, and interim periods within those fiscal
years, beginning after December 15, 2017. The Company adopted ASU 2017-09 on January 1, 2018 and it did not have a material impact
of the Company’s consolidated financial statements.
In February 2018, the FASB issued ASU 2018-02,
Income Statement — Reporting Comprehensive Income (Topic 220); Reclassification of Certain Tax Effects from
Accumulated Other Comprehensive Income
. The amendments in this ASU require a reclassification from/to accumulated other comprehensive
income and to/from retained earnings for stranded tax effects resulting from the change in the newly enacted federal corporate
income tax rate. Consequently, the amendments in this ASU eliminates the stranded tax effects associated with the change in the
federal corporate income tax rate in the Tax Cuts and Jobs Act of 2017. The amendments in this ASU are effective for all entities
for fiscal years beginning after December 15, 2018 with early adoption allowed. Southern National adopted this ASU 2018-02 during
the first quarter of 2018. The effect of the adoption of this ASU increased accumulated other comprehensive loss by $229 thousand
with the offset to retained earnings as recorded in the statement of changes in stockholders’ equity. This represents the
difference between the historical federal corporate income tax rate and the newly enacted 21 percent federal corporate income tax
rate.
New Accounting Standards Not Yet Adopted:
In February 2016, the FASB issued ASU 2016-02,
Leases
(Topic 842)
. The FASB issued this ASU to increase transparency and comparability among organizations by recognizing lease assets
and lease liabilities on the balance sheet by lessees for those leases classified as operating leases under current U.S. GAAP and
disclosing key information about leasing arrangements. In July 2018, the FASB issued ASU 2018-10,
Codification Improvements
to Topic 842, Leases,
which updates narrow aspects of the guidance issued in ASU 2016-02. The amendments in this ASU are effective
for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15,
2018. Early adoption of this ASU is permitted for all entities. The guidance is effective for us on January 1, 2019. Upon adoption,
management anticipates to recognize a right-of-use asset and a lease liability associated with its long-term operating leases and
is in the process of inventorying and categorizing its lease agreements. We are still evaluating the full impact of this ASU to
our disclosures.
In June 2016
,
the FASB issued ASU 2016-13,
Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments
("ASU 2016-13"), which
sets forth a “current
expected credit loss” ("CECL") model requiring the Company to measure all expected credit losses for financial
instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts.
This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured
at amortized cost and applies to some off-balance sheet credit exposures. For public business entities that are U.S. Securities
and Exchange Commission filers, the amendments in this update are effective for fiscal years beginning after December
15, 2019, including interim periods within those fiscal years. Southern National has engaged a third-party to collect data that
will be needed to produce historical inputs into any models created as a result of adopting this ASU
.
We are currently assessing the impact of the adoption of this ASU on our consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04
,
Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
("ASU 2017-04")
,
which eliminates the second step of the previous FASB guidance for testing goodwill for impairment and is intended to reduce cost
and complexity of goodwill impairment testing. The amendments in this ASU modify the concept of impairment from the condition that
exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount
of a reporting unit exceeds its fair value. After determining if the carrying amount of a reporting unit exceeds its fair value,
the entity should take an impairment charge of the same amount to the goodwill for that reporting unit, not to exceed the total
goodwill amount for that reporting unit. ASU 2017-04 is effective for annual periods beginning after December 15, 2019, including
interim periods within those annual periods. Early adoption is permitted for interim or annual goodwill impairment tests performed
on testing dates after January 1, 2017. Southern National is currently evaluating the impact of adopting the new guidance on its
consolidated financial statements.
In March 2017, the FASB issued ASU 2017-08,
Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities,
which shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments
require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities
held at a discount; the discount continues to be amortized to maturity. ASU 2017-08 is effective for public entities for
fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Southern National is currently
reviewing its portfolio of debt securities to determine the impact that this ASU will have on its consolidated financial statements.
In July 2018, the FASB issued ASU 2018-09,
Codification Improvements
. This ASU makes changes to a variety of topics to clarify, correct errors in, or make minor improvements
to the Accounting Standards Codification. The majority of the amendments in ASU 2018-09 will be effective for the Company for fiscal
years beginning after December 15, 2018. Southern National expects to adopt ASU 2018-09 in the first quarter of 2019 and is evaluating
the impact of the standard, but does not expect the guidance to have a material effect on its financial statements.
In August 2018, FASB issued ASU 2018-13,
Fair Value measurement (Topic 820)
. This ASU adds, eliminates and modifies certain disclosure requirements for fair value
measurements. The amendments in ASU 2018-13 are effective for fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2019. Early adoption is permitted. The disclosures are effective using the prospective method for certain
disclosures and retrospective for majority of the disclosures. Southern National is currently in the process of evaluating the
impact of adopting the new guidance on its consolidated financial statements and disclosures.
On June 23, 2017, SNBV completed its acquisition
of EVBS and its subsidiaries, the Trust and EVB. Pursuant to the Agreement and Plan of Merger, dated December 13, 2016, as amended,
holders of EVBS common stock received 0.6313 shares of SNBV common stock for each outstanding share of EVBS common stock held immediately
prior to the effective time of the Merger and holders of Non-Voting Mandatorily Convertible Non-Cumulative Preferred Stock, Series
B of EVBS (“EVBS Series B Preferred Stock”) received 0.6313 shares of SNBV common stock for each share of EVBS Series
B Preferred Stock held immediately prior to the effective time of the Merger, which totaled approximately $198.9 million based
on SNBV’s closing common stock price on June 23, 2017 of $17.21 per share. EVBS was a bank holding company organized and
chartered under the laws of the Commonwealth of Virginia on September 5, 1997, commenced operations on December 29, 1997 and was
headquartered in Glen Allen, Virginia. EVBS operated twenty-four retail branches, which served diverse markets that primarily are
in the counties of Essex, Gloucester, Hanover, Henrico, King and Queen, King William, Lancaster, Middlesex, New Kent, Northumberland,
Southampton, Surry, Sussex and the cities of Colonial Heights, Hampton, Newport News, Richmond and Williamsburg.
SNBV accounted for the acquisition using
the acquisition method of accounting in accordance with FASB Accounting Standards Codification (“ASC”) 805,
“Business
Combinations.”
Under the acquisition method of accounting, the assets and liabilities of EVBS were recorded at their
respective acquisition date fair values. Determining the fair value of assets and liabilities, particularly related to the loan
portfolio, is a complicated process involving significant judgment regarding methods and assumptions used to calculate the estimated
fair values. After recognition of all measurement period adjustments, SNBV recognized goodwill of $91.5 million in connection with
the acquisition, none of which is deductible for income tax purposes.
The following table details the total consideration
paid by SNBV on June 23, 2017 in connection with the acquisition of EVBS, the fair values of the assets acquired and liabilities
assumed, and the resulting goodwill.
|
|
As Recorded
|
|
|
Fair Value
|
|
|
As Recorded
|
|
(dollars in thousands) (unaudited)
|
|
by EVBS
|
|
|
Adjustments
|
|
|
by the Company
|
|
Consideration paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
|
|
|
|
|
|
|
$
|
10
|
|
SNBV common stock
|
|
|
|
|
|
|
|
|
|
|
198,909
|
|
Total consideration paid
|
|
|
|
|
|
|
|
|
|
$
|
198,919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable assets acquired:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
4,350
|
|
|
$
|
-
|
|
|
$
|
4,350
|
|
Interest bearing deposits with banks
|
|
|
18,993
|
|
|
|
-
|
|
|
|
18,993
|
|
Federal funds sold
|
|
|
682
|
|
|
|
-
|
|
|
|
682
|
|
Securities available for sale, at fair value
|
|
|
163,029
|
|
|
|
(150
|
)
|
|
|
162,879
|
|
Securities held to maturity, at carrying value
|
|
|
19,036
|
|
|
|
508
|
|
|
|
19,544
|
|
Restricted securities, at cost
|
|
|
6,734
|
|
|
|
-
|
|
|
|
6,734
|
|
Loans
|
|
|
1,045,600
|
|
|
|
(14,188
|
)
|
|
|
1,031,412
|
|
Loans held for sale
|
|
|
19,689
|
|
|
|
-
|
|
|
|
19,689
|
|
Deferred income taxes
|
|
|
15,735
|
|
|
|
4,912
|
|
|
|
20,647
|
|
Bank premises and equipment
|
|
|
24,242
|
|
|
|
4,158
|
|
|
|
28,400
|
|
Assets held for sale
|
|
|
2,970
|
|
|
|
(884
|
)
|
|
|
2,086
|
|
Accrued interest receivable
|
|
|
4,272
|
|
|
|
-
|
|
|
|
4,272
|
|
Other real estate owned
|
|
|
563
|
|
|
|
(1
|
)
|
|
|
562
|
|
Core deposit intangible
|
|
|
435
|
|
|
|
9,590
|
|
|
|
10,025
|
|
Bank owned life insurance
|
|
|
26,035
|
|
|
|
-
|
|
|
|
26,035
|
|
Other assets
|
|
|
10,004
|
|
|
|
-
|
|
|
|
10,004
|
|
Total identifiable assets acquired
|
|
|
1,362,369
|
|
|
|
3,945
|
|
|
|
1,366,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable liabilities assumed:
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing demand accounts
|
|
|
226,637
|
|
|
|
-
|
|
|
|
226,637
|
|
Interest-bearing deposits
|
|
|
920,743
|
|
|
|
1,182
|
|
|
|
921,925
|
|
Federal funds purchased and repurchase agreements
|
|
|
7,598
|
|
|
|
-
|
|
|
|
7,598
|
|
Federal Home Loan Bank advances
|
|
|
57,475
|
|
|
|
-
|
|
|
|
57,475
|
|
Junior subordinated debt
|
|
|
10,310
|
|
|
|
(801
|
)
|
|
|
9,509
|
|
Senior subordinated notes
|
|
|
19,175
|
|
|
|
1,876
|
|
|
|
21,051
|
|
Accrued interest payable
|
|
|
902
|
|
|
|
-
|
|
|
|
902
|
|
Other liabilities
|
|
|
12,748
|
|
|
|
1,000
|
|
|
|
13,748
|
|
Total identifiable liabilities assumed
|
|
|
1,255,588
|
|
|
|
3,257
|
|
|
|
1,258,845
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net identifiable assets acquired
|
|
$
|
106,781
|
|
|
$
|
688
|
|
|
$
|
107,469
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill resulting from acquisition
|
|
|
|
|
|
|
|
|
|
$
|
91,450
|
|
The net effect of the amortization and
accretion of premiums and discounts associated with the Company’s acquisition accounting adjustments to assets acquired and
liabilities assumed from EVBS had the following impact on the consolidating statements of income during the nine months ended September
30, 2018:
|
|
For the Nine Months Ended
|
|
(dollars in thousands)
|
|
September 30, 2018
|
|
Loans (1)
|
|
$
|
2,743
|
|
Time deposits (2)
|
|
|
592
|
|
Junior and senior subordinated debt (3)
|
|
|
63
|
|
Core deposit intangible (4)
|
|
|
(940
|
)
|
Net impact to income before income taxes
|
|
$
|
2,458
|
|
|
(1)
|
Loan discount accretion is included in the “Interest
and fees on loans” section of “Interest and dividend income” in the Consolidated Statements of Income and Comprehensive
Income.
|
|
(2)
|
Time deposit premium amortization is included in the
"Interest on deposits" section of "Interest expense" in the Consolidated Statements of Income and Comprehensive
Income.
|
|
(3)
|
The junior subordinated debt discount accretion and senior
subordinated notes premium amortization are included in the “Interest on junior subordinated debt” and “Interest
on senior subordinated notes” section of “Interest expense”, respectively, in the Consolidated Statements of
Income and Comprehensive Income.
|
|
(4)
|
Core deposit intangible premium amortization is included
in the "Amortization of core deposit intangible" section of "Noninterest expenses" in the Consolidated Statements
of Income and Comprehensive Income.
|
Fair values of the major categories of
assets acquired and liabilities assumed were determined as follows:
Loans
: The acquired loans were recorded
at fair value at the acquisition date of $1.03 billion without carryover of EVBS’s allowance for loan losses. The unpaid
principal balance and discount at the merger date were $1.05 billion and $21.4 million, respectively. Where loans exhibited characteristics
of performance, fair value was determined based on a discounted cash flow analysis which included default estimates; loans without
such characteristics, fair value was determined based on the estimated values of the underlying collateral. While estimating the
amount and timing of both principal and interest cash flows expected to be collected, a market-based discount rate was applied.
In this regard, the acquired loans were segregated into pools based on loan type and credit risk. Loan type was determined
based on collateral type and purpose, industry segment and loan structure. Credit risk characteristics included risk rating
groups pass, special mention and substandard and lien position. For valuation purposes, these pools were further disaggregated
by maturity and pricing characteristics (e.g., fixed-rate, adjustable-rate, balloon maturities).
Included in the $1.05 billion of acquired
loans were certain loans acquired with deteriorating credit quality, or purchased credit impaired loans. The table below summarizes
the purchased credit impaired loans acquired in the EVBS acquisition on June 23, 2017 (in thousands):
|
|
Purchased Credit
|
|
|
|
Impaired Loans
|
|
Contractually required principal and interest at acquisition
|
|
$
|
17,970
|
|
Contractual cash flows not expected to be collected (nonaccretable difference)
|
|
|
(6,243
|
)
|
Expected cash flows at acquisition
|
|
|
11,727
|
|
Accretable difference
|
|
|
398
|
|
Basis in acquired loans at acquisition - estimated fair value
|
|
$
|
11,329
|
|
Loans Held for Sale
: The $19.7 million
of acquired loans held for sale were recorded at fair value at the acquisition date. Acquired loans held for sale represent the
potentially credit-impaired loans that were moved out of the held for investment portfolio and marked to fair value by EVBS just
prior to the closing of the merger. Fair value was determined using quoted prices from an independent, third party buyer. Subsequent
to the acquisition date, acquired loans held for sale were sold to an independent third party.
Premises and Equipment and Assets Held
for Sale
: The fair value of EVBS’s premises, including land, buildings and improvements, was determined based upon appraisal
by licensed appraisers or sales contracts. These appraisals were based upon the best and highest use of the property with final
values determined based upon an analysis of the cost, sales comparison and income capitalization approaches for each property appraised.
The fair value of bank-owned real estate resulted in a net premium of $3.3 million. Land is not depreciated.
Core Deposit Intangible
: The fair
value of the core deposit intangible (“CDI”) was determined based on a combined discounted economic benefit and market
approach. The economic benefit was calculated as the cost savings between maintaining the core deposit base and using an
alternate funding source, such as FHLB advances. The life of the deposit base and projected deposit attrition rates was determined
using EVBS's historical deposit data. The CDI was estimated at $10.0 million or 0.9% of total deposits. The CDI is
being amortized over a weighted average life of 96 months using the straight-line method.
Time Deposits
: The fair value of
time deposits was determined based on the discounted value of contractual cash flows. The discount rate is estimated using the
rates currently offered for deposits of similar remaining maturities. The resulting estimated fair value adjustment of time deposits
is a $1.2 million premium and is being amortized over the weighted average remaining life of approximately 18 months using the
straight-line method.
FHLB Advances
: The fair value of
FHLB advances was considered to be equivalent to EVBS’s recorded book balance as the advances mature in 90 days or less.
Junior Subordinated Debt and Senior
Subordinated Notes:
The fair value of the junior subordinated debt and senior subordinated notes were based on discounted cash
flows using rates for securities with similar terms. The resulting estimated fair value adjustment of junior subordinated debt
is a $801 thousand discount and is being accreted over the remaining life of approximately 195 months using the straight-line method.
The resulting estimated fair value adjustment of senior subordinated notes is a $1.1 million premium and is being amortized over
the remaining life of approximately 95 months using the straight-line method.
Deferred Income Taxes
: Certain deferred
tax assets and liabilities were carried over to SNBV from EVBS based on the Company’s ability to utilize them in the future.
Additionally, deferred tax assets and liabilities were established for acquisition accounting fair value adjustments as the future
amortization/accretion of these adjustments represent temporary differences between book income and taxable income.
|
3.
|
STOCK-BASED COMPENSATION
|
In 2004, the Board of Directors adopted
a stock option plan that authorized the reservation of up to 302,500 shares of common stock and provided for the granting of stock
options to certain directors, officers and employees. The 2010 Stock Awards and Incentive Plan (the “2010 Plan”) was
approved by the Board of Directors in January 2010 and approved by the stockholders at the Annual Meeting in April 2010. The 2010
Plan authorized the reservation of an additional 700,000 shares of common stock for the granting of stock awards. The options granted
to officers and employees are incentive stock options and the options granted to non-employee directors are non-qualified stock
options. The purpose of the plan is to afford key employees an incentive to remain in the employ of Southern National and to assist
in the attracting and retaining of non-employee directors by affording them an opportunity to share in Southern National’s
future success. Under the plan, the option’s price cannot be less than the fair market value of the stock on the grant date.
The maximum term of the options is ten years and options granted may be subject to a graded vesting schedule. At the June 21, 2017
Annual Meeting of Stockholders of Southern National, the 2017 Equity Compensation Plan (the “2017 Plan”) was approved
as recommended by the Board of Directors. The 2017 Plan replaces the 2010 Plan and has a maximum number of 750,000 shares reserved
for issuance. The purpose of the 2017 Plan is to promote the success of the Company by providing greater incentive to employees,
non-employee directors, consultants and advisors to associate their personal interests with the long-term financial success of
the Company, including its subsidiaries, and with growth in stockholder value, consistent with the Company’s risk management
practices. Because the 2017 Plan was approved, shares under the 2004 stock-option plan or 2010 Plan will no longer be awarded.
A total of 58,000 stock options were exercised
during the first nine months of 2018. Southern National granted 58,000 shares of restricted stock during the first nine months
of 2018. A total of 700 shares of restricted stock issued in 2017 were forfeited during the first quarter of 2018 due to the employee
who was granted the restricted shares leaving the Company before the shares had vested.
For the three and nine months ended September
30, 2018, stock-based compensation expense was $158 thousand and $327 thousand, respectively. That compares to $84 thousand and
$185 thousand for the same periods in 2017, respectively. As of September 30, 2018, unrecognized compensation expense associated
with the stock options was $114 thousand, which is expected to be recognized over a weighted average period of 1.8 years.
A summary of the activity in the stock
option plan during the nine months ended September 30, 2018 follows:
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
Aggregate
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Intrinsic
|
|
|
|
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Value
|
|
|
|
Shares
|
|
|
Price
|
|
|
Term
|
|
|
(in thousands)
|
|
Options outstanding, beginning of period
|
|
|
714,967
|
|
|
$
|
9.83
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(6,731
|
)
|
|
|
10.16
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(58,000
|
)
|
|
|
7.62
|
|
|
|
|
|
|
|
|
|
Options outstanding, end of period
|
|
|
650,236
|
|
|
$
|
10.01
|
|
|
|
5.2
|
|
|
$
|
4,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end of period
|
|
|
426,916
|
|
|
$
|
9.02
|
|
|
|
4.1
|
|
|
$
|
2,556
|
|
4.
INVESTMENT SECURITIES
The amortized cost and fair value of available
for sale investment securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive
income (loss) were as follows (in thousands):
|
|
Amortized
|
|
|
Gross Unrealized
|
|
|
Fair
|
|
September 30, 2018
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
Residential government-sponsored
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
mortgage-backed securities
|
|
$
|
28,678
|
|
|
$
|
-
|
|
|
$
|
(1,065
|
)
|
|
$
|
27,613
|
|
Obligations of states and political subdivisions
|
|
|
18,374
|
|
|
|
24
|
|
|
|
(544
|
)
|
|
|
17,854
|
|
Corporate securities
|
|
|
2,009
|
|
|
|
-
|
|
|
|
(8
|
)
|
|
|
2,001
|
|
Trust preferred securities
|
|
|
2,589
|
|
|
|
380
|
|
|
|
(274
|
)
|
|
|
2,695
|
|
Residential government-sponsored
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
collateralized mortgage
obligations
|
|
|
45,726
|
|
|
|
-
|
|
|
|
(1,914
|
)
|
|
|
43,812
|
|
Government-sponsored agency securities
|
|
|
3,247
|
|
|
|
-
|
|
|
|
(180
|
)
|
|
|
3,067
|
|
Agency commercial mortgage-backed securities
|
|
|
28,136
|
|
|
|
-
|
|
|
|
(1,110
|
)
|
|
|
27,026
|
|
SBA pool securities
|
|
|
21,245
|
|
|
|
8
|
|
|
|
(393
|
)
|
|
|
20,860
|
|
Total
|
|
$
|
150,004
|
|
|
$
|
412
|
|
|
$
|
(5,488
|
)
|
|
$
|
144,928
|
|
|
|
Amortized
|
|
|
Gross Unrealized
|
|
|
Fair
|
|
December 31, 2017
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
Residential government-sponsored
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
mortgage-backed securities
|
|
$
|
31,145
|
|
|
$
|
3
|
|
|
$
|
(284
|
)
|
|
$
|
30,864
|
|
Obligations of states and political subdivisions
|
|
|
18,581
|
|
|
|
187
|
|
|
|
(41
|
)
|
|
|
18,727
|
|
Corporate securities
|
|
|
2,013
|
|
|
|
2
|
|
|
|
-
|
|
|
|
2,015
|
|
Trust preferred securities
|
|
|
2,590
|
|
|
|
-
|
|
|
|
(202
|
)
|
|
|
2,388
|
|
Residential government-sponsored
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
collateralized mortgage
obligations
|
|
|
51,521
|
|
|
|
1
|
|
|
|
(756
|
)
|
|
|
50,766
|
|
Government-sponsored agency securities
|
|
|
3,247
|
|
|
|
-
|
|
|
|
(21
|
)
|
|
|
3,226
|
|
Agency commercial mortgage-backed securities
|
|
|
28,263
|
|
|
|
-
|
|
|
|
(365
|
)
|
|
|
27,898
|
|
SBA pool securities
|
|
|
24,829
|
|
|
|
68
|
|
|
|
(108
|
)
|
|
|
24,789
|
|
Total
|
|
$
|
162,189
|
|
|
$
|
261
|
|
|
$
|
(1,777
|
)
|
|
$
|
160,673
|
|
The amortized cost, unrecognized gains
and losses, and fair value of investment securities held to maturity were as follows (in thousands):
|
|
Amortized
|
|
|
Gross Unrecognized
|
|
|
Fair
|
|
September 30, 2018
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
Residential government-sponsored
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
mortgage-backed securities
|
|
$
|
10,047
|
|
|
$
|
3
|
|
|
$
|
(373
|
)
|
|
$
|
9,677
|
|
Obligations of states and political subdivisions
|
|
|
21,572
|
|
|
|
58
|
|
|
|
(290
|
)
|
|
|
21,340
|
|
Trust preferred securities
|
|
|
2,859
|
|
|
|
157
|
|
|
|
(6
|
)
|
|
|
3,010
|
|
Residential government-sponsored collateralized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
mortgage obligations
|
|
|
6,732
|
|
|
|
-
|
|
|
|
(149
|
)
|
|
|
6,583
|
|
Government-sponsored agency securities
|
|
|
52,655
|
|
|
|
-
|
|
|
|
(4,214
|
)
|
|
|
48,441
|
|
Total
|
|
$
|
93,865
|
|
|
$
|
218
|
|
|
$
|
(5,032
|
)
|
|
$
|
89,051
|
|
|
|
Amortized
|
|
|
Gross Unrecognized
|
|
|
Fair
|
|
December 31, 2017
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
Residential government-sponsored
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
mortgage-backed securities
|
|
$
|
11,500
|
|
|
$
|
23
|
|
|
$
|
(77
|
)
|
|
$
|
11,446
|
|
Obligations of states and political subdivisions
|
|
|
22,830
|
|
|
|
169
|
|
|
|
(56
|
)
|
|
|
22,943
|
|
Trust preferred securities
|
|
|
3,205
|
|
|
|
165
|
|
|
|
(17
|
)
|
|
|
3,353
|
|
Residential government-sponsored collateralized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
mortgage obligations
|
|
|
8,727
|
|
|
|
-
|
|
|
|
(99
|
)
|
|
|
8,628
|
|
Government-sponsored agency securities
|
|
|
52,650
|
|
|
|
25
|
|
|
|
(1,448
|
)
|
|
|
51,227
|
|
Total
|
|
$
|
98,912
|
|
|
$
|
382
|
|
|
$
|
(1,697
|
)
|
|
$
|
97,597
|
|
The amortized cost amounts are net of recognized other than
temporary impairment.
The fair value and carrying amount, if
different, of debt investment securities as of September 30, 2018, by contractual maturity were as follows (in thousands). Investment
securities not due at a single maturity date are shown separately.
|
|
Held to Maturity
|
|
|
Available for Sale
|
|
|
|
Amortized
|
|
|
|
|
|
Amortized
|
|
|
|
|
|
|
Cost
|
|
|
Fair Value
|
|
|
Cost
|
|
|
Fair Value
|
|
Due in one to five years
|
|
$
|
5,362
|
|
|
$
|
5,305
|
|
|
$
|
3,388
|
|
|
$
|
3,290
|
|
Due in five to ten years
|
|
|
19,081
|
|
|
|
17,897
|
|
|
|
6,604
|
|
|
|
6,442
|
|
Due after ten years
|
|
|
52,643
|
|
|
|
49,589
|
|
|
|
16,227
|
|
|
|
15,885
|
|
Residential government-sponsored
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
mortgage-backed securities
|
|
|
10,047
|
|
|
|
9,677
|
|
|
|
28,678
|
|
|
|
27,613
|
|
Residential government-sponsored
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
collateralized mortgage obligations
|
|
|
6,732
|
|
|
|
6,583
|
|
|
|
45,726
|
|
|
|
43,812
|
|
Agency commercial mortgage-backed securities
|
|
|
-
|
|
|
|
-
|
|
|
|
28,136
|
|
|
|
27,026
|
|
SBA pool securities
|
|
|
-
|
|
|
|
-
|
|
|
|
21,245
|
|
|
|
20,860
|
|
Total
|
|
$
|
93,865
|
|
|
$
|
89,051
|
|
|
$
|
150,004
|
|
|
$
|
144,928
|
|
Investment securities with a carrying amount
of approximately $165.7 million and $173.4 million at September 30, 2018 and December 31, 2017, respectively, were pledged to secure
public deposits, certain other deposits, a line of credit for advances from the Federal Home Loan Bank of Atlanta (“FHLB”),
and repurchase agreements.
Southern National monitors the portfolio
for indicators of other than temporary impairment. At September 30, 2018 and December 31, 2017, certain investment securities’
fair values were below cost. As outlined in the table below, there were investment securities with fair values totaling approximately
$218.8 million in the portfolio with the carrying value exceeding the estimated fair value that are considered temporarily impaired
at September 30, 2018. Because the decline in fair value is attributable to changes in interest rates and market illiquidity, and
not credit quality, and because we do not have the intent to sell these investment securities and it is likely that we will not
be required to sell the investment securities before their anticipated recovery, management does not consider these investment
securities to be other than temporarily impaired as of September 30, 2018.
The following tables present information
regarding investment securities in a continuous unrealized loss position as of September 30, 2018 and December 31, 2017 by duration
of time in a loss position (in thousands):
September 30, 2018
|
|
Less
than 12 months
|
|
|
12
Months or More
|
|
|
Total
|
|
Available
for Sale
|
|
Fair
value
|
|
|
Unrealized
Losses
|
|
|
Fair
value
|
|
|
Unrealized
Losses
|
|
|
Fair
value
|
|
|
Unrealized
Losses
|
|
Residential
government-sponsored
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
mortgage-backed
securities
|
|
$
|
397
|
|
|
$
|
(4
|
)
|
|
$
|
27,397
|
|
|
$
|
(1,061
|
)
|
|
$
|
27,794
|
|
|
$
|
(1,065
|
)
|
Obligations
of states and political subdivisions
|
|
|
11,541
|
|
|
|
(408
|
)
|
|
|
4,472
|
|
|
|
(136
|
)
|
|
|
16,013
|
|
|
|
(544
|
)
|
Corporate
securities
|
|
|
1,001
|
|
|
|
(8
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
1,001
|
|
|
|
(8
|
)
|
Trust
preferred securities
|
|
|
-
|
|
|
|
-
|
|
|
|
825
|
|
|
|
(274
|
)
|
|
|
825
|
|
|
|
(274
|
)
|
Residential
government-sponsored
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
collateralized
mortgage obligations
|
|
|
1,304
|
|
|
|
(27
|
)
|
|
|
42,510
|
|
|
|
(1,887
|
)
|
|
|
43,814
|
|
|
|
(1,914
|
)
|
Government-sponsored
agency securities
|
|
|
-
|
|
|
|
-
|
|
|
|
3,067
|
|
|
|
(180
|
)
|
|
|
3,067
|
|
|
|
(180
|
)
|
Agency
commercial mortgage-backed securities
|
|
|
-
|
|
|
|
-
|
|
|
|
27,026
|
|
|
|
(1,110
|
)
|
|
|
27,026
|
|
|
|
(1,110
|
)
|
SBA
pool securities
|
|
|
10,876
|
|
|
|
(175
|
)
|
|
|
8,318
|
|
|
|
(218
|
)
|
|
|
19,194
|
|
|
|
(393
|
)
|
Total
|
|
$
|
25,119
|
|
|
$
|
(622
|
)
|
|
$
|
113,615
|
|
|
$
|
(4,866
|
)
|
|
$
|
138,734
|
|
|
$
|
(5,488
|
)
|
|
|
Less
than 12 months
|
|
|
12
Months or More
|
|
|
Total
|
|
Held
to Maturity
|
|
Fair
value
|
|
|
Unrecognized
Losses
|
|
|
Fair
value
|
|
|
Unrecognized
Losses
|
|
|
Fair
value
|
|
|
Unrecognized
Losses
|
|
Residential
government-sponsored
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
mortgage-backed
securities
|
|
$
|
4,440
|
|
|
$
|
(152
|
)
|
|
$
|
4,694
|
|
|
$
|
(221
|
)
|
|
$
|
9,134
|
|
|
$
|
(373
|
)
|
Obligations
of states and political subdivisions
|
|
|
10,222
|
|
|
|
(125
|
)
|
|
|
5,463
|
|
|
|
(165
|
)
|
|
|
15,685
|
|
|
|
(290
|
)
|
Trust
preferred securities
|
|
|
-
|
|
|
|
-
|
|
|
|
247
|
|
|
|
(6
|
)
|
|
|
247
|
|
|
|
(6
|
)
|
Residential
government-sponsored collateralized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
mortgage
obligations
|
|
|
-
|
|
|
|
-
|
|
|
|
6,583
|
|
|
|
(149
|
)
|
|
|
6,583
|
|
|
|
(149
|
)
|
Government-sponsored
agency securities
|
|
|
11,350
|
|
|
|
(605
|
)
|
|
|
37,091
|
|
|
|
(3,609
|
)
|
|
|
48,441
|
|
|
|
(4,214
|
)
|
Total
|
|
$
|
26,012
|
|
|
$
|
(882
|
)
|
|
$
|
54,078
|
|
|
$
|
(4,150
|
)
|
|
$
|
80,090
|
|
|
$
|
(5,032
|
)
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
than 12 months
|
|
|
12
Months or More
|
|
|
Total
|
|
Available
for Sale
|
|
Fair
value
|
|
|
Unrealized
Losses
|
|
|
Fair
value
|
|
|
Unrealized
Losses
|
|
|
Fair
value
|
|
|
Unrealized
Losses
|
|
Residential government-sponsored
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
mortgage-backed
securities
|
|
$
|
30,336
|
|
|
$
|
(284
|
)
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
30,336
|
|
|
$
|
(284
|
)
|
Obligations of states and political subdivisions
|
|
|
4,642
|
|
|
|
(41
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
4,642
|
|
|
|
(41
|
)
|
Trust preferred securities
|
|
|
1,473
|
|
|
|
(18
|
)
|
|
|
915
|
|
|
|
(184
|
)
|
|
|
2,388
|
|
|
|
(202
|
)
|
Residential government-sponsored
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
collateralized mortgage obligations
|
|
|
50,555
|
|
|
|
(756
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
50,555
|
|
|
|
(756
|
)
|
Government-sponsored agency securities
|
|
|
1,726
|
|
|
|
(21
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
1,726
|
|
|
|
(21
|
)
|
Agency commercial mortgage-backed securities
|
|
|
27,898
|
|
|
|
(365
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
27,898
|
|
|
|
(365
|
)
|
SBA pool securities
|
|
|
15,156
|
|
|
|
(108
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
15,156
|
|
|
|
(108
|
)
|
Total
|
|
$
|
131,786
|
|
|
$
|
(1,593
|
)
|
|
$
|
915
|
|
|
$
|
(184
|
)
|
|
$
|
132,701
|
|
|
$
|
(1,777
|
)
|
|
|
Less
than 12 months
|
|
|
12
Months or More
|
|
|
Total
|
|
Held
to Maturity
|
|
Fair
value
|
|
|
Unrecognized
Losses
|
|
|
Fair
value
|
|
|
Unrecognized
Losses
|
|
|
Fair
value
|
|
|
Unrecognized
Losses
|
|
Residential
government-sponsored
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
mortgage-backed
securities
|
|
$
|
3,409
|
|
|
$
|
(26
|
)
|
|
$
|
2,986
|
|
|
$
|
(51
|
)
|
|
$
|
6,395
|
|
|
$
|
(77
|
)
|
Obligations
of states and political subdivisions
|
|
|
7,918
|
|
|
|
(34
|
)
|
|
|
1,782
|
|
|
|
(22
|
)
|
|
|
9,700
|
|
|
|
(56
|
)
|
Trust
preferred securities
|
|
|
-
|
|
|
|
-
|
|
|
|
240
|
|
|
|
(17
|
)
|
|
|
240
|
|
|
|
(17
|
)
|
Residential
government-sponsored collateralized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
mortgage
obligations
|
|
|
7,112
|
|
|
|
(46
|
)
|
|
|
1,516
|
|
|
|
(53
|
)
|
|
|
8,628
|
|
|
|
(99
|
)
|
Government-sponsored
agency securities
|
|
|
1,719
|
|
|
|
(2
|
)
|
|
|
37,532
|
|
|
|
(1,446
|
)
|
|
|
39,251
|
|
|
|
(1,448
|
)
|
Total
|
|
$
|
20,158
|
|
|
$
|
(108
|
)
|
|
$
|
44,056
|
|
|
$
|
(1,589
|
)
|
|
$
|
64,214
|
|
|
$
|
(1,697
|
)
|
As of September 30, 2018, we owned pooled trust preferred securities
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Current
|
|
|
Recognized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defaults and
|
|
|
Cumulative
|
|
|
|
|
|
Ratings
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
Deferrals to
|
|
|
Other
|
|
|
|
Tranche
|
|
When Purchased
|
|
Current Ratings
|
|
Par
|
|
|
Book
|
|
|
Fair
|
|
|
Total
|
|
|
Comprehensive
|
|
Security
|
|
Level
|
|
Moody's
|
|
Fitch
|
|
Moody's
|
|
Fitch
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
|
Collateral
|
|
|
Loss
(1)
|
|
Held to Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ALESCO VII A1B
|
|
Senior
|
|
Aaa
|
|
AAA
|
|
Aa2
|
|
AA
|
|
$
|
2,812
|
|
|
$
|
2,606
|
|
|
$
|
2,763
|
|
|
|
17
|
%
|
|
$
|
219
|
|
MMCF III B
|
|
Senior Sub
|
|
A3
|
|
A-
|
|
Ba1
|
|
BBB
|
|
|
257
|
|
|
|
253
|
|
|
|
247
|
|
|
|
44
|
%
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,069
|
|
|
|
2,859
|
|
|
|
3,010
|
|
|
|
|
|
|
$
|
223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative OTTI
|
|
Available for Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related to
|
|
Other Than Temporarily Impaired:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit
Loss (2)
|
|
TPREF FUNDING II
|
|
Mezzanine
|
|
A1
|
|
A-
|
|
Caa3
|
|
C
|
|
|
1,500
|
|
|
|
1,099
|
|
|
|
825
|
|
|
|
28
|
%
|
|
$
|
400
|
|
ALESCO V C1
|
|
Mezzanine
|
|
A2
|
|
A
|
|
Caa1
|
|
C
|
|
|
2,150
|
|
|
|
1,490
|
|
|
|
1,870
|
|
|
|
12
|
%
|
|
|
660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,650
|
|
|
|
2,589
|
|
|
|
2,695
|
|
|
|
|
|
|
$
|
1,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,719
|
|
|
$
|
5,448
|
|
|
$
|
5,705
|
|
|
|
|
|
|
|
|
|
(1) Pre-tax, and represents unrealized losses at date of transfer
from available-for-sale to held-to-maturity, net of accretion
(2) Pre-tax
Each of these investment securities has
been evaluated for other than temporary impairment. In performing a detailed cash flow analysis of each investment security, Sonabank
works with independent third parties to estimate expected cash flows and assist with the evaluation of other than temporary impairment.
The cash flow analyses performed included the following assumptions:
|
·
|
0.5% of the remaining performing collateral will default or defer per annum.
|
|
·
|
Recoveries of 9% with a two year lag on all defaults and deferrals.
|
|
·
|
No prepayments for 10 years and then 1% per annum for the remaining life of the investment security.
|
|
·
|
Our investment securities have been modeled using the above assumptions by independent third parties
using the forward LIBOR curve to discount projected cash flows to present values.
|
We recognized no other than temporary impairment
charges during the nine months ended September 30, 2018 and 2017, respectively.
Changes in accumulated other comprehensive
loss by component for the three and nine months ended September 30, 2018 and 2017 are shown in the tables below. All amounts are
net of tax (in thousands).
|
|
Unrealized Holding
|
|
|
|
|
|
|
|
|
|
Losses on
|
|
|
|
|
|
|
|
For the three months ended September 30, 2018
|
|
Available for Sale
Securities
|
|
|
Held to Maturity
Securities
|
|
|
Total
|
|
Beginning balance
|
|
$
|
(3,342
|
)
|
|
$
|
(177
|
)
|
|
$
|
(3,519
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
|
(667
|
)
|
|
|
2
|
|
|
|
(665
|
)
|
Ending balance
|
|
$
|
(4,009
|
)
|
|
$
|
(175
|
)
|
|
$
|
(4,184
|
)
|
|
|
Unrealized Holding
|
|
|
|
|
|
|
|
|
|
Losses on
|
|
|
|
|
|
|
|
For the three months ended September 30, 2017
|
|
Available for Sale
Securities
|
|
|
Held to Maturity
Securities
|
|
|
Total
|
|
Beginning balance
|
|
$
|
(743
|
)
|
|
$
|
(158
|
)
|
|
$
|
(901
|
)
|
Other comprehensive income before reclassifications
|
|
|
161
|
|
|
|
2
|
|
|
|
163
|
|
Ending balance
|
|
$
|
(582
|
)
|
|
$
|
(156
|
)
|
|
$
|
(738
|
)
|
|
|
Unrealized Holding
|
|
|
|
|
|
|
|
|
|
Losses on
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2018
|
|
Available for Sale
Securities
|
|
|
Held to Maturity
Securities
|
|
|
Total
|
|
Beginning balance
|
|
$
|
(999
|
)
|
|
$
|
(153
|
)
|
|
$
|
(1,152
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
|
(2,811
|
)
|
|
|
8
|
|
|
|
(2,803
|
)
|
Reclassification adjustment
|
|
|
(199
|
)
|
|
|
(30
|
)
|
|
|
(229
|
)
|
Ending balance
|
|
$
|
(4,009
|
)
|
|
$
|
(175
|
)
|
|
$
|
(4,184
|
)
|
|
|
Unrealized Holding
|
|
|
|
|
|
|
|
|
|
Losses on
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2017
|
|
Available for Sale
Securities
|
|
|
Held to Maturity
Securities
|
|
|
Total
|
|
Beginning balance
|
|
$
|
(627
|
)
|
|
$
|
(162
|
)
|
|
$
|
(789
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
|
45
|
|
|
|
6
|
|
|
|
51
|
|
Ending balance
|
|
$
|
(582
|
)
|
|
$
|
(156
|
)
|
|
$
|
(738
|
)
|
|
5.
|
LOANS AND ALLOWANCE FOR LOAN LOSSES
|
The following table summarizes the composition
of our loan portfolio as of September 30, 2018 and December 31, 2017 (in thousands):
|
|
September 30, 2018
|
|
|
December 31, 2017
|
|
Loans secured by real estate:
|
|
|
|
|
|
|
|
|
Commercial real estate - owner occupied
|
|
$
|
400,839
|
|
|
$
|
401,847
|
|
Commercial real estate - non-owner occupied
|
|
|
494,554
|
|
|
|
440,700
|
|
Secured by farmland
|
|
|
21,354
|
|
|
|
23,038
|
|
Construction and land loans
|
|
|
186,973
|
|
|
|
197,972
|
|
Residential 1-4 family
|
|
|
558,164
|
|
|
|
483,006
|
|
Multi- family residential
|
|
|
85,879
|
|
|
|
70,892
|
|
Home equity lines of credit
|
|
|
131,146
|
|
|
|
152,829
|
|
Total real estate loans
|
|
|
1,878,909
|
|
|
|
1,770,284
|
|
|
|
|
|
|
|
|
|
|
Commercial loans
|
|
|
249,951
|
|
|
|
253,258
|
|
Consumer loans
|
|
|
32,607
|
|
|
|
39,374
|
|
Gross loans
|
|
|
2,161,467
|
|
|
|
2,062,916
|
|
Less deferred fees on loans
|
|
|
(61
|
)
|
|
|
(588
|
)
|
Loans, net of deferred fees
|
|
$
|
2,161,406
|
|
|
$
|
2,062,328
|
|
Accounting policy related to the allowance
for loan losses is considered a critical policy given the level of estimation, judgment, and uncertainty in the levels of the allowance
required to account for the inherent probable losses in the loan portfolio and the material effect such estimation, judgment, and
uncertainty can have on the consolidated financial results.
On June 23, 2017, in connection with the
merger with EVBS, SNBV acquired loans held for sale with a fair value, after recognition of certain measurement period adjustments,
of $19.7 million and loans held for investment with an unpaid principal balance of $1.05 billion and an estimated fair value, after
recognition of certain measurement period adjustments, of $1.03 billion, which created an accretable discount of $14.2 million
at acquisition. As of September 30, 2018, outstanding loans acquired in the merger with EVBS totaled $778 million.
As part of the Greater Atlantic Bank acquisition,
the Bank and the FDIC entered into loss sharing agreements on approximately $143.4 million (contractual basis) of Greater Atlantic
Bank’s assets. There were two agreements with the FDIC: one for single family loans which is a 10-year agreement expiring
in December 2019, and one for non-single family (commercial) assets which was a 5-year agreement which expired in December 2014.
The Bank will share in the losses on the loans and foreclosed loan collateral with the FDIC as specified in the loss sharing agreements;
we refer to these assets collectively as “covered assets.” Loans that are not covered in the loss sharing agreement
are referred to as “non-covered loans”. Covered loans totaled $19.0 million and $23.3 million at September 30, 2018
and December 31, 2017, respectively.
Accretable discount on the acquired EVBS,
Greater Atlantic Bank (“GAB”), Prince George’s Federal Savings Bank (“PGFSB”), and the HarVest Bank
(“HarVest”) loans totaled $14.4 million and $17.5 million at September 30, 2018 and December 31, 2017, respectively.
For the three acquisitions subsequent to
the Greater Atlantic Bank acquisition noted above, management sold the majority of the purchased credit impaired loans immediately
after closing of the acquisition.
Impaired loans for the covered and non-covered
portfolios were as follows (in thousands):
|
|
Total Loans
|
|
|
|
|
|
|
Unpaid
|
|
|
|
|
|
|
Recorded
|
|
|
Principal
|
|
|
Related
|
|
September 30, 2018
|
|
Investment (1)
|
|
|
Balance
|
|
|
Allowance
|
|
With no related allowance recorded
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate - owner occupied
|
|
$
|
663
|
|
|
$
|
663
|
|
|
$
|
-
|
|
Commercial real estate - non-owner occupied (2)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Construction and land development
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Commercial loans
|
|
|
3,384
|
|
|
|
4,497
|
|
|
|
-
|
|
Residential 1-4 family (3)
|
|
|
1,558
|
|
|
|
1,823
|
|
|
|
-
|
|
Other consumer loans
|
|
|
19
|
|
|
|
19
|
|
|
|
-
|
|
Total
|
|
$
|
5,624
|
|
|
$
|
7,002
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With an allowance recorded
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate - owner occupied
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Commercial real estate - non-owner occupied (2)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Construction and land development
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Commercial loans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Residential 1-4 family (3)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Other consumer loans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Grand total
|
|
$
|
5,624
|
|
|
$
|
7,002
|
|
|
$
|
-
|
|
|
(1)
|
Includes $3.3 million in SBA guarantees.
|
|
(2)
|
Includes loans secured by farmland and multi-family loans.
|
|
(3)
|
Includes home equity lines of credit.
|
|
|
Total Loans
|
|
|
|
|
|
|
Unpaid
|
|
|
|
|
|
|
Recorded
|
|
|
Principal
|
|
|
Related
|
|
December 31, 2017
|
|
Investment (1)
|
|
|
Balance
|
|
|
Allowance
|
|
With no related allowance recorded
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate - owner occupied
|
|
$
|
767
|
|
|
$
|
781
|
|
|
$
|
-
|
|
Commercial real estate - non-owner occupied (2)
|
|
|
766
|
|
|
|
830
|
|
|
|
-
|
|
Construction and land development
|
|
|
9,969
|
|
|
|
9,984
|
|
|
|
-
|
|
Commercial loans
|
|
|
6,035
|
|
|
|
12,847
|
|
|
|
-
|
|
Residential 1-4 family (3)
|
|
|
3,160
|
|
|
|
3,430
|
|
|
|
-
|
|
Other consumer loans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
20,697
|
|
|
$
|
27,872
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With an allowance recorded
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate - owner occupied
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Commercial real estate - non-owner occupied (2)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Construction and land development
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Commercial loans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Residential 1-4 family (3)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Other consumer loans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Grand total
|
|
$
|
20,697
|
|
|
$
|
27,872
|
|
|
$
|
-
|
|
|
(1)
|
Includes $5.0 million in SBA guarantees.
|
|
(2)
|
Includes loans secured by farmland and multi-family loans.
|
|
(3)
|
Includes home equity lines of credit.
|
The following tables present the average
recorded investment and interest income for impaired loans recognized by class of loans for the three and nine months ended September
30, 2018 and 2017 (in thousands):
|
|
Total Loans
|
|
|
|
Average
|
|
|
Interest
|
|
|
|
Recorded
|
|
|
Income
|
|
Three Months Ended September 30, 2018
|
|
Investment
|
|
|
Recognized
|
|
With no related allowance recorded
|
|
|
|
|
|
|
|
|
Commercial real estate - owner occupied
|
|
$
|
663
|
|
|
$
|
9
|
|
Commercial real estate - non-owner occupied (1)
|
|
|
-
|
|
|
|
-
|
|
Construction and land development
|
|
|
-
|
|
|
|
-
|
|
Commercial loans
|
|
|
4,849
|
|
|
|
12
|
|
Residential 1-4 family (2)
|
|
|
1,821
|
|
|
|
22
|
|
Other consumer loans
|
|
|
19
|
|
|
|
-
|
|
Total
|
|
$
|
7,352
|
|
|
$
|
43
|
|
|
|
|
|
|
|
|
|
|
With an allowance recorded
|
|
|
|
|
|
|
|
|
Commercial real estate - owner occupied
|
|
$
|
-
|
|
|
$
|
-
|
|
Commercial real estate - non-owner occupied (1)
|
|
|
-
|
|
|
|
-
|
|
Construction and land development
|
|
|
-
|
|
|
|
-
|
|
Commercial loans
|
|
|
-
|
|
|
|
-
|
|
Residential 1-4 family (2)
|
|
|
-
|
|
|
|
-
|
|
Other consumer loans
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
-
|
|
|
$
|
-
|
|
Grand total
|
|
$
|
7,352
|
|
|
$
|
43
|
|
|
(1)
|
Includes loans secured by farmland and multi-family loans.
|
|
(2)
|
Includes home equity lines of credit.
|
|
|
Total Loans
|
|
|
|
Average
|
|
|
Interest
|
|
|
|
Recorded
|
|
|
Income
|
|
Three Months Ended September 30, 2017
|
|
Investment
|
|
|
Recognized
|
|
With no related allowance recorded
|
|
|
|
|
|
|
|
|
Commercial real estate - owner occupied
|
|
$
|
1,325
|
|
|
$
|
8
|
|
Commercial real estate - non-owner occupied (1)
|
|
|
-
|
|
|
|
-
|
|
Construction and land development
|
|
|
9,984
|
|
|
|
153
|
|
Commercial loans
|
|
|
8,286
|
|
|
|
111
|
|
Residential 1-4 family (2)
|
|
|
1,807
|
|
|
|
12
|
|
Other consumer loans
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
21,402
|
|
|
$
|
284
|
|
|
|
|
|
|
|
|
|
|
With an allowance recorded
|
|
|
|
|
|
|
|
|
Commercial real estate - owner occupied
|
|
$
|
-
|
|
|
$
|
-
|
|
Commercial real estate - non-owner occupied (1)
|
|
|
-
|
|
|
|
-
|
|
Construction and land development
|
|
|
-
|
|
|
|
-
|
|
Commercial loans
|
|
|
-
|
|
|
|
-
|
|
Residential 1-4 family (2)
|
|
|
-
|
|
|
|
-
|
|
Other consumer loans
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
-
|
|
|
$
|
-
|
|
Grand total
|
|
$
|
21,402
|
|
|
$
|
284
|
|
|
(1)
|
Includes loans secured by farmland and multi-family loans.
|
|
(2)
|
Includes home equity lines of credit.
|
|
|
Total Loans
|
|
|
|
Average
|
|
|
Interest
|
|
|
|
Recorded
|
|
|
Income
|
|
Nine Months Ended September 30, 2018
|
|
Investment
|
|
|
Recognized
|
|
With no related allowance recorded
|
|
|
|
|
|
|
|
|
Commercial real estate - owner occupied
|
|
$
|
663
|
|
|
$
|
26
|
|
Commercial real estate - non-owner occupied (1)
|
|
|
-
|
|
|
|
-
|
|
Construction and land development
|
|
|
-
|
|
|
|
-
|
|
Commercial loans
|
|
|
4,732
|
|
|
|
31
|
|
Residential 1-4 family (2)
|
|
|
2,005
|
|
|
|
52
|
|
Other consumer loans
|
|
|
21
|
|
|
|
-
|
|
Total
|
|
$
|
7,421
|
|
|
$
|
109
|
|
|
|
|
|
|
|
|
|
|
With an allowance recorded
|
|
|
|
|
|
|
|
|
Commercial real estate - owner occupied
|
|
$
|
-
|
|
|
$
|
-
|
|
Commercial real estate - non-owner occupied (1)
|
|
|
-
|
|
|
|
-
|
|
Construction and land development
|
|
|
-
|
|
|
|
-
|
|
Commercial loans
|
|
|
-
|
|
|
|
-
|
|
Residential 1-4 family (2)
|
|
|
-
|
|
|
|
-
|
|
Other consumer loans
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
-
|
|
|
$
|
-
|
|
Grand total
|
|
$
|
7,421
|
|
|
$
|
109
|
|
|
(1)
|
Includes loans secured by farmland and multi-family loans.
|
|
(2)
|
Includes home equity lines of credit.
|
|
|
Total Loans
|
|
|
|
Average
|
|
|
Interest
|
|
|
|
Recorded
|
|
|
Income
|
|
Nine Months Ended September 30, 2017
|
|
Investment
|
|
|
Recognized
|
|
With no related allowance recorded
|
|
|
|
|
|
|
|
|
Commercial real estate - owner occupied
|
|
$
|
1,328
|
|
|
$
|
27
|
|
Commercial real estate - non-owner occupied (1)
|
|
|
-
|
|
|
|
-
|
|
Construction and land development
|
|
|
9,934
|
|
|
|
158
|
|
Commercial loans
|
|
|
8,206
|
|
|
|
323
|
|
Residential 1-4 family (2)
|
|
|
1,809
|
|
|
|
45
|
|
Other consumer loans
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
21,277
|
|
|
$
|
553
|
|
|
|
|
|
|
|
|
|
|
With an allowance recorded
|
|
|
|
|
|
|
|
|
Commercial real estate - owner occupied
|
|
$
|
-
|
|
|
$
|
-
|
|
Commercial real estate - non-owner occupied (1)
|
|
|
-
|
|
|
|
-
|
|
Construction and land development
|
|
|
-
|
|
|
|
-
|
|
Commercial loans
|
|
|
-
|
|
|
|
-
|
|
Residential 1-4 family (2)
|
|
|
-
|
|
|
|
-
|
|
Other consumer loans
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
-
|
|
|
$
|
-
|
|
Grand total
|
|
$
|
21,277
|
|
|
$
|
553
|
|
|
(1)
|
Includes loans secured by farmland and multi-family loans.
|
|
(2)
|
Includes home equity lines of credit.
|
The following tables present the aging
of the recorded investment in past due loans by class of loans as of September 30, 2018 and December 31, 2017 (in thousands):
|
|
30 - 59
|
|
|
60 - 89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Days
|
|
|
Days
|
|
|
90 Days
|
|
|
Total
|
|
|
Nonaccrual
|
|
|
Loans Not
|
|
|
Total
|
|
September 30, 2018
|
|
Past
Due
|
|
|
Past
Due
|
|
|
or
More
|
|
|
Past
Due
|
|
|
Loans
|
|
|
Past
Due
|
|
|
Loans
|
|
Total loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real
estate - owner occupied
|
|
$
|
2,065
|
|
|
$
|
678
|
|
|
$
|
-
|
|
|
$
|
2,743
|
|
|
$
|
-
|
|
|
$
|
398,096
|
|
|
$
|
400,839
|
|
Commercial real estate - non-owner
occupied (1)
|
|
|
42
|
|
|
|
-
|
|
|
|
-
|
|
|
|
42
|
|
|
|
-
|
|
|
|
601,745
|
|
|
|
601,787
|
|
Construction and land development
|
|
|
84
|
|
|
|
-
|
|
|
|
-
|
|
|
|
84
|
|
|
|
-
|
|
|
|
186,889
|
|
|
|
186,973
|
|
Commercial loans
|
|
|
853
|
|
|
|
18
|
|
|
|
-
|
|
|
|
871
|
|
|
|
3,384
|
|
|
|
245,696
|
|
|
|
249,951
|
|
Residential 1-4 family (2)
|
|
|
3,505
|
|
|
|
547
|
|
|
|
-
|
|
|
|
4,052
|
|
|
|
1,558
|
|
|
|
683,700
|
|
|
|
689,310
|
|
Other
consumer loans
|
|
|
7
|
|
|
|
25
|
|
|
|
-
|
|
|
|
32
|
|
|
|
19
|
|
|
|
32,556
|
|
|
|
32,607
|
|
Total
|
|
$
|
6,556
|
|
|
$
|
1,268
|
|
|
$
|
-
|
|
|
$
|
7,824
|
|
|
$
|
4,961
|
|
|
$
|
2,148,682
|
|
|
$
|
2,161,467
|
|
|
|
30 - 59
|
|
|
60 - 89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Days
|
|
|
Days
|
|
|
90 Days
|
|
|
Total
|
|
|
Nonaccrual
|
|
|
Loans Not
|
|
|
Total
|
|
December 31, 2017
|
|
Past
Due
|
|
|
Past
Due
|
|
|
or
More
|
|
|
Past
Due
|
|
|
Loans
|
|
|
Past
Due
|
|
|
Loans
|
|
Total loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real
estate - owner occupied
|
|
$
|
687
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
687
|
|
|
$
|
-
|
|
|
$
|
401,160
|
|
|
$
|
401,847
|
|
Commercial real estate - non-owner
occupied (1)
|
|
|
138
|
|
|
|
50
|
|
|
|
-
|
|
|
|
188
|
|
|
|
-
|
|
|
|
534,442
|
|
|
|
534,630
|
|
Construction and land development
|
|
|
1,134
|
|
|
|
149
|
|
|
|
-
|
|
|
|
1,283
|
|
|
|
9,969
|
|
|
|
186,720
|
|
|
|
197,972
|
|
Commercial loans
|
|
|
496
|
|
|
|
-
|
|
|
|
-
|
|
|
|
496
|
|
|
|
5,664
|
|
|
|
247,098
|
|
|
|
253,258
|
|
Residential 1-4 family (2)
|
|
|
2,926
|
|
|
|
361
|
|
|
|
-
|
|
|
|
3,287
|
|
|
|
2,392
|
|
|
|
630,156
|
|
|
|
635,835
|
|
Other
consumer loans
|
|
|
57
|
|
|
|
1
|
|
|
|
-
|
|
|
|
58
|
|
|
|
-
|
|
|
|
39,316
|
|
|
|
39,374
|
|
Total
|
|
$
|
5,438
|
|
|
$
|
561
|
|
|
$
|
-
|
|
|
$
|
5,999
|
|
|
$
|
18,025
|
|
|
$
|
2,038,892
|
|
|
$
|
2,062,916
|
|
|
(1)
|
Includes loans secured by farmland and multi-family loans.
|
|
(2)
|
Includes home equity lines of credit.
|
Activity in the allowance for non-covered
loan and lease losses for the three and nine months ended September 30, 2018 and 2017 is summarized below (in thousands):
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
Real Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
Non-owner
|
|
|
Construction
|
|
|
|
|
|
1-4 Family
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Owner
|
|
|
Occupied
|
|
|
and Land
|
|
|
Commercial
|
|
|
Residential
|
|
|
Consumer
|
|
|
Un-
|
|
|
|
|
|
|
Occupied
|
|
|
(1)
|
|
|
Development
|
|
|
Loans
|
|
|
(2)
|
|
|
Loans
|
|
|
allocated
|
|
|
Total
|
|
Three Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
750
|
|
|
$
|
1,293
|
|
|
$
|
873
|
|
|
$
|
6,306
|
|
|
$
|
1,579
|
|
|
$
|
199
|
|
|
$
|
-
|
|
|
$
|
11,000
|
|
Charge offs
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(366
|
)
|
|
|
(200
|
)
|
|
|
(38
|
)
|
|
|
-
|
|
|
|
(604
|
)
|
Recoveries
|
|
|
4
|
|
|
|
-
|
|
|
|
-
|
|
|
|
15
|
|
|
|
4
|
|
|
|
(18
|
)
|
|
|
-
|
|
|
|
5
|
|
Provision
|
|
|
62
|
|
|
|
(81
|
)
|
|
|
247
|
|
|
|
375
|
|
|
|
273
|
|
|
|
174
|
|
|
|
-
|
|
|
|
1,050
|
|
Ending balance
|
|
$
|
816
|
|
|
$
|
1,212
|
|
|
$
|
1,120
|
|
|
$
|
6,330
|
|
|
$
|
1,656
|
|
|
$
|
317
|
|
|
$
|
-
|
|
|
$
|
11,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
938
|
|
|
$
|
1,790
|
|
|
$
|
1,096
|
|
|
$
|
2,691
|
|
|
$
|
1,423
|
|
|
$
|
84
|
|
|
$
|
1,175
|
|
|
$
|
9,197
|
|
Charge offs
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,316
|
)
|
|
|
-
|
|
|
|
(57
|
)
|
|
|
-
|
|
|
|
(5,373
|
)
|
Recoveries
|
|
|
7
|
|
|
|
-
|
|
|
|
-
|
|
|
|
170
|
|
|
|
2
|
|
|
|
1
|
|
|
|
-
|
|
|
|
180
|
|
Provision
|
|
|
(129
|
)
|
|
|
(260
|
)
|
|
|
(293
|
)
|
|
|
6,629
|
|
|
|
15
|
|
|
|
297
|
|
|
|
(1,009
|
)
|
|
|
5,250
|
|
Ending balance
|
|
$
|
816
|
|
|
$
|
1,530
|
|
|
$
|
803
|
|
|
$
|
4,174
|
|
|
$
|
1,440
|
|
|
$
|
325
|
|
|
$
|
166
|
|
|
$
|
9,254
|
|
|
(1)
|
Includes loans secured by farmland and multi-family loans.
|
|
(2)
|
Includes home equity lines of credit.
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
Real Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
Non-owner
|
|
|
Construction
|
|
|
|
|
|
1-4 Family
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Owner
|
|
|
Occupied
|
|
|
and Land
|
|
|
Commercial
|
|
|
Residential
|
|
|
Consumer
|
|
|
Un-
|
|
|
|
|
|
|
Occupied
|
|
|
(1)
|
|
|
Development
|
|
|
Loans
|
|
|
(2)
|
|
|
Loans
|
|
|
allocated
|
|
|
Total
|
|
Three
Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
690
|
|
|
$
|
1,321
|
|
|
$
|
692
|
|
|
$
|
4,496
|
|
|
$
|
1,586
|
|
|
$
|
612
|
|
|
$
|
-
|
|
|
$
|
9,397
|
|
Charge offs
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,303
|
)
|
|
|
(461
|
)
|
|
|
(220
|
)
|
|
|
-
|
|
|
|
(1,984
|
)
|
Recoveries
|
|
|
11
|
|
|
|
-
|
|
|
|
-
|
|
|
|
222
|
|
|
|
94
|
|
|
|
11
|
|
|
|
-
|
|
|
|
338
|
|
Provision
|
|
|
115
|
|
|
|
(109
|
)
|
|
|
428
|
|
|
|
2,915
|
|
|
|
437
|
|
|
|
(86
|
)
|
|
|
-
|
|
|
|
3,700
|
|
Ending balance
|
|
$
|
816
|
|
|
$
|
1,212
|
|
|
$
|
1,120
|
|
|
$
|
6,330
|
|
|
$
|
1,656
|
|
|
$
|
317
|
|
|
$
|
-
|
|
|
$
|
11,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
905
|
|
|
$
|
1,484
|
|
|
$
|
752
|
|
|
$
|
3,366
|
|
|
$
|
1,279
|
|
|
$
|
78
|
|
|
$
|
746
|
|
|
$
|
8,610
|
|
Charge offs
|
|
|
-
|
|
|
|
(100
|
)
|
|
|
-
|
|
|
|
(6,283
|
)
|
|
|
(319
|
)
|
|
|
(63
|
)
|
|
|
-
|
|
|
|
(6,765
|
)
|
Recoveries
|
|
|
28
|
|
|
|
299
|
|
|
|
-
|
|
|
|
221
|
|
|
|
6
|
|
|
|
5
|
|
|
|
-
|
|
|
|
559
|
|
Provision
|
|
|
(117
|
)
|
|
|
(153
|
)
|
|
|
51
|
|
|
|
6,870
|
|
|
|
474
|
|
|
|
305
|
|
|
|
(580
|
)
|
|
|
6,850
|
|
Ending balance
|
|
$
|
816
|
|
|
$
|
1,530
|
|
|
$
|
803
|
|
|
$
|
4,174
|
|
|
$
|
1,440
|
|
|
$
|
325
|
|
|
$
|
166
|
|
|
$
|
9,254
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes loans secured by farmland and multi-family loans.
|
|
(2)
|
Includes home equity lines of credit.
|
The following tables present the balance
in the allowance for loan losses and the recorded investment in non-covered loans by portfolio segment and based on impairment
method as of September 30, 2018 and December 31, 2017 (in thousands):
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
Real Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
Non-owner
|
|
|
Construction
|
|
|
|
|
|
1-4 Family
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Owner
|
|
|
Occupied
|
|
|
and Land
|
|
|
Commercial
|
|
|
Residential
|
|
|
Consumer
|
|
|
Un-
|
|
|
|
|
|
|
Occupied
|
|
|
(1)
|
|
|
Development
|
|
|
Loans
|
|
|
(2)
|
|
|
Loans
|
|
|
allocated
|
|
|
Total
|
|
September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending allowance balance attributable to loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for
impairment
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Collectively
evaluated for impairment
|
|
|
816
|
|
|
|
1,212
|
|
|
|
1,120
|
|
|
|
6,330
|
|
|
|
1,656
|
|
|
|
317
|
|
|
|
-
|
|
|
|
11,451
|
|
Total ending allowance
|
|
$
|
816
|
|
|
$
|
1,212
|
|
|
$
|
1,120
|
|
|
$
|
6,330
|
|
|
$
|
1,656
|
|
|
$
|
317
|
|
|
$
|
-
|
|
|
$
|
11,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for
impairment
|
|
$
|
663
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
3,384
|
|
|
$
|
1,558
|
|
|
$
|
19
|
|
|
$
|
-
|
|
|
$
|
5,624
|
|
Collectively
evaluated for impairment
|
|
|
400,176
|
|
|
|
601,787
|
|
|
|
186,973
|
|
|
|
246,567
|
|
|
|
687,752
|
|
|
|
32,588
|
|
|
|
-
|
|
|
|
2,155,843
|
|
Total ending loan balances
|
|
$
|
400,839
|
|
|
$
|
601,787
|
|
|
$
|
186,973
|
|
|
$
|
249,951
|
|
|
$
|
689,310
|
|
|
$
|
32,607
|
|
|
$
|
-
|
|
|
$
|
2,161,467
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending allowance balance attributable to loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for
impairment
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Collectively
evaluated for impairment
|
|
|
690
|
|
|
|
1,321
|
|
|
|
692
|
|
|
|
4,496
|
|
|
|
1,586
|
|
|
|
612
|
|
|
|
-
|
|
|
|
9,397
|
|
Total ending allowance
|
|
$
|
690
|
|
|
$
|
1,321
|
|
|
$
|
692
|
|
|
$
|
4,496
|
|
|
$
|
1,586
|
|
|
$
|
612
|
|
|
$
|
-
|
|
|
$
|
9,397
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for
impairment
|
|
$
|
767
|
|
|
$
|
766
|
|
|
$
|
9,969
|
|
|
$
|
6,035
|
|
|
$
|
3,160
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
20,697
|
|
Collectively
evaluated for impairment
|
|
|
401,080
|
|
|
|
533,864
|
|
|
|
188,003
|
|
|
|
247,223
|
|
|
|
632,675
|
|
|
|
39,374
|
|
|
|
-
|
|
|
|
2,042,219
|
|
Total ending loan balances
|
|
$
|
401,847
|
|
|
$
|
534,630
|
|
|
$
|
197,972
|
|
|
$
|
253,258
|
|
|
$
|
635,835
|
|
|
$
|
39,374
|
|
|
$
|
-
|
|
|
$
|
2,062,916
|
|
|
(1)
|
Includes loans secured by farmland and multi-family loans.
|
|
(2)
|
Includes home equity lines of credit.
|
Troubled Debt Restructurings
A modification is classified as a troubled
debt restructuring (“TDR”) if both of the following exist: (1) the borrower is experiencing financial difficulty and
(2) the Bank has granted a concession to the borrower. The Bank determines that a borrower may be experiencing financial difficulty
if the borrower is currently delinquent on any of its debt, or if the Bank is concerned that the borrower may not be able to perform
in accordance with the current terms of the loan agreement in the foreseeable future. Many aspects of the borrower’s financial
situation are assessed when determining whether they are experiencing financial difficulty, particularly as it relates to commercial
borrowers due to the complex nature of the loan structure, business/industry risk and borrower/guarantor structures. Concessions
may include the reduction of an interest rate at a rate lower than current market rate for a new loan with similar risk, extension
of the maturity date, reduction of accrued interest, or principal forgiveness. When evaluating whether a concession has been granted,
the Bank also considers whether the borrower has provided additional collateral or guarantors and whether such additions adequately
compensate the Bank for the restructured terms, or if the revised terms are consistent with those currently being offered to new
loan customers. The assessments of whether a borrower is experiencing (or is likely to experience) financial difficulty and whether
a concession has been granted is subjective in nature and management’s judgment is required when determining whether a modification
is a TDR.
Although each occurrence is unique to the
borrower and is evaluated separately, for all portfolio segments, TDRs are typically modified through reduction in interest rates,
reductions in payments, changing the payment terms from principal and interest to interest only, and/or extensions in term maturity.
During the nine months ending September 30,
2018 and September 30, 2017, there were no loans modified in TDRs. One TDR which had been modified in 2013 defaulted during the
second quarter of 2015. This loan, in the amount of $663 thousand, was current as of September 30, 2018.
Credit Quality Indicator
Through its system of internal controls, Southern
National evaluates and segments loan portfolio credit quality on a quarterly basis using regulatory definitions for Special Mention,
Substandard and Doubtful. Special Mention loans are considered to be criticized. Substandard and Doubtful loans are considered
to be classified.
Special Mention loans are loans that have a
potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result
in deterioration of the repayment prospects for the loan or of the institution’s credit position.
Substandard loans may be inadequately protected
by the current net worth and paying capacity of the obligor or of the collateral pledged if any. Loans so classified have a well-defined
weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the
institution will sustain some loss if the deficiencies are not corrected.
Doubtful loans have all the weaknesses inherent
in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on
the basis of currently existing facts, conditions, and values, highly questionable and improbable. Southern National had no loans
classified as Doubtful at September 30, 2018 or December 31, 2017.
As of September 30, 2018 and December 31, 2017,
and based on the most recent analysis performed, the risk category of loans by class of loans is as follows (in thousands):
|
|
Total Loans
|
|
|
|
Special
|
|
|
|
|
|
|
|
|
|
|
September 30, 2018
|
|
Mention
|
|
|
Substandard (3)
|
|
|
Pass
|
|
|
Total
|
|
Commercial real estate - owner occupied
|
|
$
|
8,384
|
|
|
$
|
1,531
|
|
|
$
|
390,924
|
|
|
$
|
400,839
|
|
Commercial real estate - non-owner occupied (1)
|
|
|
5,172
|
|
|
|
189
|
|
|
|
596,426
|
|
|
|
601,787
|
|
Construction and land development
|
|
|
-
|
|
|
|
-
|
|
|
|
186,973
|
|
|
|
186,973
|
|
Commercial loans
|
|
|
5,549
|
|
|
|
335
|
|
|
|
244,067
|
|
|
|
249,951
|
|
Residential 1-4 family (2)
|
|
|
851
|
|
|
|
1,998
|
|
|
|
686,461
|
|
|
|
689,310
|
|
Other consumer loans
|
|
|
147
|
|
|
|
-
|
|
|
|
32,460
|
|
|
|
32,607
|
|
Total
|
|
$
|
20,103
|
|
|
$
|
4,053
|
|
|
$
|
2,137,311
|
|
|
$
|
2,161,467
|
|
|
|
Total Loans
|
|
|
|
Special
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
|
Mention
|
|
|
Substandard (3)
|
|
|
Pass
|
|
|
Total
|
|
Commercial real estate - owner occupied
|
|
$
|
4,178
|
|
|
$
|
1,678
|
|
|
$
|
395,991
|
|
|
$
|
401,847
|
|
Commercial real estate - non-owner occupied (1)
|
|
|
5,705
|
|
|
|
830
|
|
|
|
528,095
|
|
|
|
534,630
|
|
Construction and land development
|
|
|
128
|
|
|
|
9,969
|
|
|
|
187,875
|
|
|
|
197,972
|
|
Commercial loans
|
|
|
5,936
|
|
|
|
6,035
|
|
|
|
241,287
|
|
|
|
253,258
|
|
Residential 1-4 family (2)
|
|
|
1,323
|
|
|
|
3,935
|
|
|
|
630,577
|
|
|
|
635,835
|
|
Other consumer loans
|
|
|
162
|
|
|
|
-
|
|
|
|
39,212
|
|
|
|
39,374
|
|
Total
|
|
$
|
17,432
|
|
|
$
|
22,447
|
|
|
$
|
2,023,037
|
|
|
$
|
2,062,916
|
|
|
(1)
|
Includes loans secured by farmland and multi-family residential
loans.
|
|
(2)
|
Includes home equity lines of credit.
|
|
(3)
|
Includes SBA guarantees of $3.3 million and $5.0 million
as of September 30, 2018 and December 31, 2017.
|
The amount of foreclosed residential real estate
property held at September 30, 2018 and December 31, 2017 was $1.4 million and $3.3 million, respectively. The recorded investment
in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure was $336 thousand
and $939 thousand at September 30, 2018 and December 31, 2017, respectively.
|
6.
|
FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
|
Southern National is a party to financial instruments
with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments
include commitments to extend credit, standby letters of credit and guarantees of credit card accounts sold by EVBS premerger.
These instruments involve elements of credit and funding risk in excess of the amount recognized in the consolidated balance sheet.
Letters of credit are written conditional commitments issued by Southern National to guarantee the performance of a customer to
a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans
to customers. We had letters of credit outstanding totaling $17.1 million and $15.2 million as of September 30, 2018 and December
31, 2017, respectively.
Our exposure to credit loss in the event of
nonperformance by the other party to the financial instruments for commitments to extend credit and letters of credit is based
on the contractual amount of these instruments. We use the same credit policies in making commitments and conditional obligations
as we do for on-balance sheet instruments. Unless noted otherwise, we do not require collateral or other security to support financial
instruments with credit risk.
Commitments to extend credit are agreements
to lend to a customer as long as there is no violation of any condition established in the contract. Commitments are made predominately
for adjustable rate loans, and generally have fixed expiration dates of up to three months or other termination clauses and usually
require payment of a fee. Since many of the commitments may expire without being completely drawn upon, the total commitment amounts
do not necessarily represent future cash requirements. We evaluate each customer's creditworthiness on a case-by-case basis.
At September 30, 2018 and December 31, 2017,
we had unfunded lines of credit and undisbursed construction loan funds totaling $357.3 million and $361.7 million, respectively.
Virtually all of our unfunded lines of credit and undisbursed construction loan funds are variable rate.
Pre-merger, EVBS sold its credit card portfolio.
With that sale, EVBS guaranteed the credit card accounts of certain customers to the bank that issues the cards. In connection
with the merger with EVBS, Southern National now is the guarantor. The fair value of guarantees of credit card accounts previously
sold is based on the estimated cost to settle the obligations with the counterparty and are not considered significant as of September
30, 2018.
The following is a reconciliation of the denominators
of the basic and diluted earnings per share (“EPS”) computations (amounts in thousands, except per share data):
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Income
|
|
|
Shares
|
|
|
Per Share
|
|
|
|
(Numerator)
|
|
|
(Denominator)
|
|
|
Amount
|
|
For the three months ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS
|
|
$
|
8,861
|
|
|
|
24,049
|
|
|
$
|
0.37
|
|
Effect of dilutive stock options and warrants
|
|
|
-
|
|
|
|
271
|
|
|
|
-
|
|
Diluted EPS
|
|
$
|
8,861
|
|
|
|
24,320
|
|
|
$
|
0.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS
|
|
$
|
4,374
|
|
|
|
23,913
|
|
|
$
|
0.18
|
|
Effect of dilutive stock options and warrants
|
|
|
-
|
|
|
|
305
|
|
|
|
-
|
|
Diluted EPS
|
|
$
|
4,374
|
|
|
|
24,218
|
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS
|
|
$
|
25,987
|
|
|
|
24,017
|
|
|
$
|
1.08
|
|
Effect of dilutive stock options and warrants
|
|
|
-
|
|
|
|
256
|
|
|
|
-
|
|
Diluted EPS
|
|
$
|
25,987
|
|
|
|
24,273
|
|
|
$
|
1.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS
|
|
$
|
3,586
|
|
|
|
16,526
|
|
|
$
|
0.22
|
|
Effect of dilutive stock options and warrants
|
|
|
-
|
|
|
|
295
|
|
|
|
-
|
|
Diluted EPS
|
|
$
|
3,586
|
|
|
|
16,821
|
|
|
$
|
0.21
|
|
There were 379,599 and 394,225 anti-dilutive
options outstanding for the three and nine months ended September 30, 2018. There were 480,729 and 467,977 anti-dilutive options
and warrants outstanding for the three and nine months ended September 30, 2017, respectively.
ASC 820-10 establishes a fair value hierarchy
which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair
value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1: Quoted prices (unadjusted)
for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2: Significant other observable
inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not
active; or other inputs that are observable or can be corroborated by observable market data
Level 3: Significant unobservable
inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing
an asset or liability
The following is a description of the valuation
methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to
the valuation hierarchy:
Investment Securities Available for Sale
Where quoted prices are available in an active
market, investment securities are classified within Level 1 of the valuation hierarchy. Level 1 investment securities would include
highly liquid government bonds, mortgage products and exchange traded equities. If quoted market prices are not available, then
fair values are estimated by using pricing models, quoted prices of investment securities with similar characteristics or discounted
cash flow. Level 2 investment securities would include U.S. agency securities, mortgage-backed securities, obligations of states
and political subdivisions and certain corporate, asset-backed and other securities. In certain cases where there is limited activity
or less transparency around inputs to the valuation, investment securities are classified within Level 3 of the valuation hierarchy.
Currently, all of Southern National’s available for sale debt investment securities are considered to be Level 2 investment
securities.
Assets
measured at fair value on a
recurring basis are summarized below:
|
|
|
|
|
Fair Value Measurements Using
|
|
|
|
|
|
|
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
Active Markets for
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
Total at
|
|
|
Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
(dollars in thousands)
|
|
September 30, 2018
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential government-sponsored mortgage-backed securities
|
|
$
|
27,613
|
|
|
$
|
-
|
|
|
$
|
27,613
|
|
|
$
|
-
|
|
Obligations of states and political subdivisions
|
|
|
17,854
|
|
|
|
-
|
|
|
|
17,854
|
|
|
|
-
|
|
Corporate securities
|
|
|
2,001
|
|
|
|
-
|
|
|
|
2,001
|
|
|
|
-
|
|
Trust preferred securities
|
|
|
2,695
|
|
|
|
-
|
|
|
|
2,695
|
|
|
|
-
|
|
Residential government-sponsored
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
collateralized mortgage obligations
|
|
|
43,812
|
|
|
|
-
|
|
|
|
43,812
|
|
|
|
-
|
|
Government-sponsored agency securities
|
|
|
3,067
|
|
|
|
-
|
|
|
|
3,067
|
|
|
|
-
|
|
Agency commercial mortgage-backed securities
|
|
|
27,026
|
|
|
|
-
|
|
|
|
27,026
|
|
|
|
-
|
|
SBA pool securities
|
|
|
20,860
|
|
|
|
-
|
|
|
|
20,860
|
|
|
|
-
|
|
Total
|
|
$
|
144,928
|
|
|
$
|
-
|
|
|
$
|
144,928
|
|
|
$
|
-
|
|
|
|
|
|
|
Fair Value Measurements Using
|
|
|
|
|
|
|
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
Active Markets for
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
Total at
|
|
|
Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
(dollars in thousands)
|
|
December 31, 2017
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential government-sponsored mortgage-backed securities
|
|
$
|
30,864
|
|
|
$
|
-
|
|
|
$
|
30,864
|
|
|
$
|
-
|
|
Obligations of states and political subdivisions
|
|
|
18,727
|
|
|
|
-
|
|
|
|
18,727
|
|
|
|
-
|
|
Corporate securities
|
|
|
2,015
|
|
|
|
-
|
|
|
|
2,015
|
|
|
|
-
|
|
Trust preferred securities
|
|
|
2,388
|
|
|
|
-
|
|
|
|
2,388
|
|
|
|
-
|
|
Residential government-sponsored
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
collateralized mortgage obligations
|
|
|
50,766
|
|
|
|
-
|
|
|
|
50,766
|
|
|
|
-
|
|
Government-sponsored agency securities
|
|
|
3,226
|
|
|
|
-
|
|
|
|
3,226
|
|
|
|
-
|
|
Agency commercial mortgage-backed securities
|
|
|
27,898
|
|
|
|
-
|
|
|
|
27,898
|
|
|
|
-
|
|
SBA pool securities
|
|
|
24,789
|
|
|
|
-
|
|
|
|
24,789
|
|
|
|
-
|
|
Total
|
|
$
|
160,673
|
|
|
$
|
-
|
|
|
$
|
160,673
|
|
|
$
|
-
|
|
Assets and Liabilities Measured on a Non-recurring
Basis:
Impaired Loans
Generally, we measure the impairment for impaired
loans considering the fair value of the loan’s collateral (if the loan is collateral dependent). Fair value of the loan’s
collateral is determined by an independent appraisal or evaluation less estimated costs related to selling the collateral. In some
cases appraised value is net of costs to sell. Estimated selling costs range from 6% to 10% of collateral valuation at September
30, 2018 and December 31, 2017. For loans who fair values are not measured based on the fair value of the collateral, impairment
is measured based on the present value of the expected future cash flows discounted at the loan’s effective interest rate.
Fair value is classified as Level 3 in the fair value hierarchy. Loans identified as impaired totaled $5.6 million (including SBA
guarantees of $3.3 million) as of September 30, 2018 with n
o
allocation
made to the allowance for loan losses compared to a carrying amount of $20.7 million (including SBA guarantees of $5.0 million)
with no allocation made to the allowance for loan losses at December 31, 2017.
Assets held for sale
In connection with the merger with EVBS, SNBV
acquired four properties that were either former EVBS administrative locations or previously anticipated to be future EVBS administrative
locations. Assets held for sale are measured at fair value less cost to sell, based on appraisals conducted by an independent,
licensed appraiser outside of the Company using observable market data. If the fair value is significantly adjusted due to differences
in the comparable properties, or is discounted by the Company because of marketability, then the fair value is considered Level
3. Assets held for sale are measured at fair value on a non-recurring basis. Subsequent fair value adjustments are recorded in
the period incurred and included in other noninterest expense on the consolidated statements of income.
Other Real Estate Owned (“OREO”)
OREO is evaluated at the time of acquisition and recorded at fair
value as determined by independent appraisal or evaluation less cost to sell. In some cases appraised value is net of costs to
sell. Selling costs have been in the range from 5.0% to 7.6% of collateral valuation at September 30, 2018 and December 31, 2017.
Fair value is classified as Level 3 in the fair value hierarchy. OREO is further evaluated quarterly for any additional impairment.
At September 30, 2018 and December 31, 2017 total OREO was $5.6 million and $7.6 million, respectively.
Assets measured at fair value on a non-recurring
basis are summarized below:
|
|
|
|
|
Fair Value Measurements Using
|
|
|
|
|
|
|
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
Active Markets for
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
Total at
|
|
|
Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
(dollars in thousands)
|
|
September 30, 2018
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate - owner occupied
|
|
$
|
663
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
663
|
|
Commercial real estate - non-owner occupied (1)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Commercial loans
|
|
|
3,384
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,384
|
|
Residential 1-4 family (2)
|
|
|
1,558
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,558
|
|
Consumer
|
|
|
19
|
|
|
|
-
|
|
|
|
-
|
|
|
|
19
|
|
Assets held for sale
|
|
|
600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
600
|
|
Other real estate owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate - owner occupied (1)
|
|
|
1,008
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,008
|
|
Construction and land development
|
|
|
3,185
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,185
|
|
Residential 1-4 family (2)
|
|
|
1,396
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,396
|
|
|
|
|
|
|
Fair Value Measurements Using
|
|
|
|
|
|
|
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
Active Markets for
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
Total at
|
|
|
Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
(dollars in thousands)
|
|
December 31, 2017
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate - owner occupied
|
|
$
|
767
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
767
|
|
Commercial real estate - non-owner occupied (1)
|
|
|
766
|
|
|
|
-
|
|
|
|
-
|
|
|
|
766
|
|
Construction and land development
|
|
|
9,969
|
|
|
|
-
|
|
|
|
-
|
|
|
|
9,969
|
|
Commercial loans
|
|
|
6,035
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,035
|
|
Residential 1-4 family (2)
|
|
|
3,160
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,160
|
|
Assets held for sale
|
|
|
1,927
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,927
|
|
Other real estate owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate - owner occupied (1)
|
|
|
1,060
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,060
|
|
Construction and land development
|
|
|
3,229
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,229
|
|
Residential 1-4 family (2)
|
|
|
3,288
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,288
|
|
|
(1)
|
Includes loans secured by farmland and multi-family residential
loans.
|
|
(2)
|
Includes home equity lines of credit.
|
Fair Value of Financial Instruments
The carrying amount, estimated fair values
and fair value hierarchy levels (previously defined) of financial instruments were as follows (in thousands):
|
|
|
|
September 30, 2018
|
|
|
December 31, 2017
|
|
|
|
Fair Value
|
|
Carrying
|
|
|
Fair
|
|
|
Carrying
|
|
|
Fair
|
|
|
|
Hierarchy Level
|
|
Amount
|
|
|
Value
|
|
|
Amount
|
|
|
Value
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
Level 1
|
|
$
|
34,463
|
|
|
$
|
34,463
|
|
|
$
|
25,463
|
|
|
$
|
25,463
|
|
Securities available for sale
|
|
Level 2
|
|
|
144,928
|
|
|
|
144,928
|
|
|
|
160,673
|
|
|
|
160,673
|
|
Securities held to maturity
|
|
Level 2
|
|
|
93,865
|
|
|
|
89,051
|
|
|
|
98,912
|
|
|
|
97,597
|
|
Stock in Federal Reserve Bank and Federal Home Loan Bank
|
|
n/a
|
|
|
22,870
|
|
|
|
n/a
|
|
|
|
26,775
|
|
|
|
n/a
|
|
Equity investment in mortgage affiliate
|
|
Level 3
|
|
|
4,525
|
|
|
|
4,525
|
|
|
|
4,723
|
|
|
|
4,723
|
|
Preferred investment in mortgage affiliate
|
|
Level 3
|
|
|
3,305
|
|
|
|
3,305
|
|
|
|
3,305
|
|
|
|
3,305
|
|
Net loans
|
|
Level 3
|
|
|
2,149,955
|
|
|
|
2,139,020
|
|
|
|
2,052,931
|
|
|
|
2,058,779
|
|
Accrued interest receivable
|
|
Level 2 & Level 3
|
|
|
8,266
|
|
|
|
8,266
|
|
|
|
8,073
|
|
|
|
8,073
|
|
FDIC indemnification asset
|
|
Level 3
|
|
|
826
|
|
|
|
309
|
|
|
|
1,353
|
|
|
|
309
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits
|
|
Level 1
|
|
$
|
653,993
|
|
|
|
653,993
|
|
|
$
|
649,067
|
|
|
$
|
649,067
|
|
Money market and savings accounts
|
|
Level 1
|
|
|
464,281
|
|
|
|
464,281
|
|
|
|
517,031
|
|
|
|
517,031
|
|
Certificates of deposit
|
|
Level 3
|
|
|
906,038
|
|
|
|
899,920
|
|
|
|
699,058
|
|
|
|
694,368
|
|
Securities sold under agreements to repurchase
|
|
Level 1
|
|
|
19,431
|
|
|
|
19,431
|
|
|
|
15,468
|
|
|
|
15,468
|
|
FHLB short term advances
|
|
Level 1
|
|
|
242,115
|
|
|
|
242,115
|
|
|
|
335,615
|
|
|
|
335,615
|
|
Junior subordinated debt
|
|
Level 2
|
|
|
9,571
|
|
|
|
10,048
|
|
|
|
9,534
|
|
|
|
12,043
|
|
Senior subordinated notes
|
|
Level 2
|
|
|
47,099
|
|
|
|
47,265
|
|
|
|
47,128
|
|
|
|
58,163
|
|
Accrued interest payable
|
|
Level 1 & Level 3
|
|
|
3,629
|
|
|
|
3,629
|
|
|
|
2,273
|
|
|
|
2,273
|
|
Carrying amount is the estimated fair value
for cash and cash equivalents, equity investment in mortgage affiliate, preferred investment in mortgage affiliate, accrued interest
receivable and payable, demand deposits, savings accounts, money market accounts, securities sold under agreements to repurchase,
and short-term debt (FHLB short-term advances and securities sold under agreements to repurchase). Fair value of long-term debt
is based on current rates for similar financing. It was not practicable to determine the fair value of Federal Reserve Bank and
Federal Home Loan Bank stock due to restrictions placed on its transferability. The fair value of the FDIC indemnification asset
was determined by discounting estimated future cash flows using the long-term risk free rate plus a premium and represents the
present value of our current expectation for recoveries from the FDIC on covered loans. The fair value of off-balance-sheet items
is not considered material.
At September 30, 2018 fair value of net loans,
certificates of deposits, junior subordinated debt, and senior subordinated notes were measured using the exit-price notion in
accordance with the adoption of ASU 2016-01. At December 31, 2017 the fair value of net loans and certificates of deposits were
based on discounted cash flows using current market rates applied to the estimated life of the asset.
|
9.
|
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND
OTHER SHORT-TERM BORROWINGS
|
Other short-term borrowings can consist of
Federal Home Loan Bank (“FHLB”) overnight advances, other FHLB advances maturing within one year, federal funds purchased
and securities sold under agreements to repurchase (“repo”) that mature within one year, which are secured transactions
with customers.
In the second quarter of 2016, the Company
discontinued offering repo accounts. However, repo accounts totaling $7.6 million were assumed on June 23, 2017 in the merger with
EVBS. During the third quarter of 2017 the Company determined that it will continue to offer repo accounts and the balance at September
30, 2018 and December 31, 2017 was $19.4 million and $15.5 million, respectively.
|
10.
|
JUNIOR SUBORDINATED DEBT AND SENIOR SUBORDINATED
NOTES
|
In connection with our merger with EVBS, the
Company assumed $10.3 million of trust preferred securities that were issued on September 17, 2003 and placed through the Trust
in a pooled underwriting totaling approximately $650 million. The trust issuer has invested the total proceeds from the sale of
the trust preferred securities in Floating Rate Junior Subordinated Deferrable Interest Debentures (“Junior Subordinated
Debt”) issued by EVBS. The trust preferred securities pay cumulative cash distributions quarterly at a variable rate per
annum, reset quarterly, equal to the three-month LIBOR plus 2.95%. As of September 30, 2018 and December 31, 2017, the interest
rate was 5.28% and 4.55%, respectively. The dividends paid to holders of the trust preferred securities, which are recorded as
interest expense, are deductible for income tax purposes. The trust preferred securities have a mandatory redemption date of September 17,
2033, and became subject to varying call provisions beginning September 17, 2008. The Company has fully and unconditionally
guaranteed the trust preferred securities through the combined operation of the Junior Subordinated Debt and other related documents.
The Company’s obligation under the guarantee is unsecured and subordinate to senior and subordinated indebtedness of the
Company.
The trust preferred securities may be included
in Tier 1 capital for regulatory capital adequacy determination purposes up to 25% of Tier 1 capital after its inclusion. At September
30, 2018, all of the trust preferred securities qualified as Tier 1 capital.
Subject to certain exceptions and limitations,
the Company is permitted to elect from time to time to defer regularly scheduled interest payments on its outstanding Junior Subordinated
Debt relating to its trust preferred securities. If the Company defers interest payments on the Junior Subordinated Debt for more
than 20 consecutive quarters, the Company would be in default under the governing agreements for such notes and the amount due
under such agreements would be immediately due and payable.
On January 20, 2017, Southern National completed
the sale of $27.0 million of its fixed-to-floating rate Subordinated Notes due 2027 (the “SNBV Senior Subordinated Notes”).
The SNBV Senior Subordinated Notes will initially bear interest at 5.875% per annum until January 31, 2022; thereafter, the SNBV
Senior Subordinated Notes will be payable at an annual floating rate equal to three-month LIBOR plus a spread of 3.95% until maturity
or early redemption. At September 30, 2018, all of the SNBV Senior Subordinated Notes qualified as Tier 2 capital. At September
30, 2018, the remaining unamortized debt issuance costs related to the SNBV Senior Subordinated Notes totaled $784 thousand.
Also in connection with our merger with EVBS, the Company assumed
the Senior Subordinated Note Purchase Agreement previously entered into by EVBS on April 22, 2015 with certain institutional accredited
investors pursuant to which EVBS sold $20.0 million in aggregate principal amount of its 6.50% Fixed-to-Floating Rate Subordinated
Notes due 2025 (the “EVBS Senior Subordinated Notes”) to the investors at a price equal to 100% of the aggregate principal
amount of the EVBS Senior Subordinated Notes. The EVBS Senior Subordinated Notes bear interest at an annual rate of 6.50%, payable
semi-annually in arrears on May 1 and November 1 of each year ending on May 1, 2020. From and including May 1, 2020 to, but excluding,
the maturity date, the EVBS Senior Subordinated Notes will bear interest at an annual rate, reset quarterly, equal to LIBOR determined
on the determination date of the applicable interest period plus 502 basis points, payable quarterly in arrears on February 1,
May 1, August 1 and November 1 of each year, beginning on August 1, 2020. The Company may, at its option, redeem, in whole or in
part, the EVBS Senior Subordinated Notes as early as May 1, 2020, and any partial redemption would be made pro rata among all of
the holders. At September 30, 2018 all of the EVBS Senior Subordinated Notes qualified as Tier 2 capital.