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Virginia National Bankshares Corp - Annual Report: 2021 (Form 10-K)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-40305

 

VIRGINIA NATIONAL BANKSHARES CORPORATION

(Exact name of Registrant as specified in its Charter)

 

 

Virginia

46-2331578

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

404 People Place

Charlottesville, VA

22911

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (434) 817-8621

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock

 

VABK

 

The Nasdaq Capital Market

 

 

 

 

 

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES No

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES No

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes NO

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes NO

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller reporting company

 

Emerging growth company

 

 

 

 

 

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO

The aggregate market value of the common stock held by non-affiliates of the Registrant, computed by reference to the last reported sale price of the common stock quoted on The NASDAQ Capital Market, on June 30, 2021 (the last business day of the Registrant’s most recently completed second fiscal quarter) was approximately $183.8 million.

The number of shares of Registrant’s Common Stock outstanding as of March 24, 2022 was 5,326,871.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement to be used in conjunction with the registrant’s 2022 Annual Meeting of Shareholders are incorporated into Part III of this Form 10-K.

 

 


 

 

 

 

INDEX

 

 

 

 

Page

 

 

 

 

 

 

Part I

 

 

 

 

 

Item 1

 

Business

7

 

 

 

 

Item 1A

 

Risk Factors

18

 

 

 

 

Item 1B

 

Unresolved Staff Comments

30

 

 

 

 

Item 2

 

Properties

30

 

 

 

 

Item 3

 

Legal Proceedings

31

 

 

 

 

Item 4

 

Mine Safety Disclosures

31

 

 

 

 

 

 

Part II

 

 

 

 

 

Item 5

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

32

 

 

 

 

Item 6

 

[Reserved]

32

 

 

 

 

Item 7

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

33

 

 

 

 

Item 7A

 

Quantitative and Qualitative Disclosures About Market Risk

56

 

 

 

 

Item 8

 

Financial Statements and Supplementary Data

57

 

 

 

 

Item 9

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

109

 

 

 

 

Item 9A

 

Controls and Procedures

109

 

 

 

 

Item 9B

 

Other Information

109

 

 

 

 

Item 9C

 

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

109

 

 

 

 

 

 

Part III

 

 

 

 

 

Item 10

 

Directors, Executive Officers and Corporate Governance

110

 

 

 

 

Item 11

 

Executive Compensation

110

 

 

 

 

Item 12

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

110

 

 

 

 

Item 13

 

Certain Relationships and Related Party Transactions and Director Independence

110

 

 

 

 

Item 14

 

Principal Accountant Fees and Services

110

 

 

 

 

 

 

Part IV

 

 

 

 

 

Item 15

 

Exhibits, Financial Statement Schedules

111

 

 

 

 

Item 16

 

Form 10-K Summary

112

 

 

 

 

Signatures

113

 

2


 

 

Glossary of Acronyms and Defined Terms

 

ACH

-

Automated Clearing House

ACL

-

Allowance for credit losses

Acquired Loans

-

Loans acquired from Fauquier

AFS

-

Available for sale

ALCO

-

Asset Liability Committee

ALLL

-

Allowance for loan and lease losses

ASC

-

Accounting Standards Codification

ASC 326

-

ASU 2016-13, Financial Instruments and Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

ASC 350

-

ASC 350, Goodwill and Other Intangible Assets

ASC 718

-

ASC 718, Compensation - Stock Compensation

ASC 820

-

ASC 820, Fair Value Measurements and Disclosures

ASU

-

Accounting Standards Update

ATM

-

Automated teller machine

the Bank

-

Virginia National Bank

BHCA

-

Bank Holding Company Act of 1956

BOLI

-

Bank-owned life insurance

bps

-

Basis points

CAA

-

Consolidated Appropriations Act, 2021

CARES Act

-

Coronavirus Aid, Relief, and Economic Security Act

CAMELS

-

International rating system bank supervisory authorities use to rate financial institutions

CBLR

-

Community Bank Leverage Ratio

CDARS™

-

Certificates of Deposit Account Registry Service

CECL

-

Current expected credit losses

CFPB

-

Consumer Financial Protection Bureau

Code

-

Internal Revenue Code of 1986, as amended

the Company

-

Virginia National Bankshares Corporation and its subsidiaries

COVID-19

-

Novel coronavirus disease

CRA

-

Community Reinvestment Act of 1977

DEI

-

Diversity, Equity, and Inclusion

DIF

-

Deposit Insurance Fund

Dodd-Frank Act

-

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010

Effective Date

-

April 1, 2021

EGRRCPA

-

Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018

EPS

-

Earnings per common share

Exchange Act

-

Securities Exchange Act of 1934, as amended

Fauquier

-

Fauquier Bankshares, Inc. and its subsidiaries

FASB

-

Financial Accounting Standards Board

FDIA

-

Federal Deposit Insurance Act

FDIC

-

Federal Deposit Insurance Corporation

FDICIA

-

Federal Deposit Insurance Corporation Improvement Act

Federal Reserve

-

Board of Governors of the Federal Reserve System

Federal Reserve Act

-

Federal Reserve Act of 1913, as amended

Federal Reserve Bank or FRB

-

Federal Reserve Bank of Richmond

FHLB

-

Federal Home Loan Bank of Atlanta

FOMC

-

Federal Reserve Board’s Federal Open Market Committee

Form 10-K

-

Annual Report on Form 10-K for the year ended December 31, 2021

FTE

-

Fully taxable equivalent

GAAP or U.S. GAAP

-

Accounting principles generally accepted in the United States

 

 

3


 

 

 

ICS®

-

Insured Cash Sweep®

LIBOR

-

London Interbank Offering Rate

Masonry Capital

-

Masonry Capital Management, LLC

MBS

-

Mortgage-Backed Securities

Merger

-

Mergers of Fauquier Bankshares, Inc. and The Fauquier Bank with and into the Company and the Bank, respectively

Merger Agreement

-

Agreement and Plan of Reorganization between the Company and Fauquier dated September 30, 2020, including a related Plan of Merger

NASDAQ

-

National Association of Securities Dealers Automated Quotations exchange

NOW

-

Negotiable order of withdrawal

NPA

-

Nonperforming assets

OCC

-

Office of the Comptroller of the Currency

OFAC

-

Office of Foreign Assets Control

OREO

-

Other real estate owned

OTTI

-

Other than temporary impairment

PCA

-

Prompt Corrective Action

PCI

-

Purchased credit impaired

PII

-

Personally identifiable information

PPP

-

Paycheck Protection Program

Reorganization

-

Reorganization Agreement and Plan of Share Exchange dated March 6, 2013 between the Bank and the Company

SBA

-

Small Business Administration

SCC

-

Virginia State Corporation Commission

SEC

-

U.S. Securities and Exchange Commission

Securities Act

-

Securities Act of 1933, as amended

SOFR

-

Secured Overnight Financing Rate

Sturman Wealth

-

Sturman Wealth Advisors

TDR

-

Troubled debt restructuring

TFB

-

The Fauquier Bank

Topic 606

-

ASU No. 2014-09, “Revenue from Contracts with Customers: Topic 606”

VNBTrust

-

VNBTrust, National Association

 

 

 

 

 

 

4


 

Forward-Looking Statements and Factors that Could Affect Future Results

Certain statements contained or incorporated by reference in this annual report on Form 10-K are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements concerning future results of operations or financial position, borrowing capacity and future liquidity, future investment results, future credit exposure, future loan losses, plans and objectives for future operations, change in laws and regulations applicable to the Company and its subsidiaries, adequacy of funding sources, actuarial expected benefit payments, valuation of foreclosed assets, regulatory requirements, economic environment and other statements contained herein regarding matters that are not historical facts. Such statements are often characterized by use of qualified words such as “expect,” “believe,” “estimate,” “project,” “anticipate,” “intend,” “will,” “should,” or words of similar meaning or other statements concerning the opinions or judgment of the Company and its management about future events. These statements are not historical facts but instead are subject to numerous assumptions, risks and uncertainties, and represent only management’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside management’s control. Any forward-looking statements made by the Company speak only as of the date on which such statements are made. The Company’s actual results and financial position may differ materially from the anticipated results and financial condition indicated in or implied by these forward-looking statements. The Company makes no commitment to update or revise forward-looking statements in order to reflect new information or subsequent events or changes in expectations.

Factors that could cause our actual results to differ materially from those in the forward-looking statements include, but are not limited to, the following:

inflation, interest rates, market and monetary fluctuations;
geopolitical developments, including acts of war and terrorism and their impact on economic conditions;
the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve;
the impact of changes in laws, regulations and guidance related to financial services including, but not limited to, taxes, banking, securities and insurance;
changes in accounting principles, policies and guidelines;
changes, particularly declines, in general economic and market conditions and in the local economies in which the Company operates, including the effects of declines in real estate values;
prolonged economic slowdown with our geographic region or a broader disruption in the economy, possibly as a result of COVID-19, other pandemics or other widespread public health emergencies;
the financial condition of the Company’s borrowers;
an increase in unemployment levels;
competitive pressures on loan and deposit pricing and demand;
fluctuation in asset quality;
assumptions that underlie the Company’s ALLL;
expected revenue synergies and cost savings from the recently completed Merger may not be fully realized or realized within the expected timeframe;
the business of the Company and Fauquier may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected;
revenue following the Merger may be lower than expected;
potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts or other public health events (e.g., COVID-19 or other pandemics) and of governmental and societal responses thereto;
performance of assets under management;
cybersecurity threats or attacks and the development and maintenance of reliable electronic systems;

5


 

changes in technology and their impact on the marketing of new products and services and the acceptance of these products and services by new and existing customers;
the willingness of customers to substitute competitors’ products and services for the Company’s products and services;
the risks and uncertainties described from time to time in the Company’s press releases and filings with the SEC; and
the Company’s performance in managing the risks involved in any of the foregoing.

More information on factors that could affect the Company’s forward-looking statements is included under Item 1A. Risk Factors. The foregoing list of important factors is not exclusive, and the Company is not obligated to update any forward-looking statement, whether written or oral, that may be made from time to time.

 

6


 

Part I

Item 1. BUSINESS.

General

The Company was incorporated under the laws of the Commonwealth of Virginia on February 21, 2013 at the direction of the Board of Directors of the Bank for the purpose of acquiring all of the outstanding shares of the Bank and becoming the holding company of the Bank. On June 19, 2013, the shareholders of the Bank approved the Reorganization Agreement and Plan of Share Exchange, dated March 6, 2013, whereby the Bank would reorganize into a holding company structure. On December 16, 2013, when the Reorganization became effective, the Bank became a wholly-owned subsidiary of the Company, and each share of the Bank’s common stock was exchanged for one share of the Company’s common stock.

The Company is regulated under the BHCA and is subject to inspection, examination and supervision by the Federal Reserve. The Company is also under the jurisdiction of the SEC and is subject to the disclosure and regulatory requirements of the Exchange Act as administered by the SEC.

Virginia National Bank, the principal operating subsidiary of the Company, was organized in 1998 under federal law as a national banking association to engage in a general commercial and retail banking business. The Bank received its charter from the OCC and commenced operations on July 29, 1998. The Bank received fiduciary powers in January 2000. The Bank’s deposits are insured up to the maximum amount provided by the FDIC.

Prior to July 2018, the Bank had one wholly owned subsidiary, VNBTrust, a national trust bank formed in 2007. Effective July 1, 2018, VNBTrust was merged into the Bank. The Bank continues to offer trust and estate administration services under the name of VNB Trust and Estate Services and offers wealth and investment advisory services under the name Sturman Wealth Advisors, formerly known as VNB Investment Services.

The Bank, through its financial subsidiary Fauquier Bank Services, Inc., has equity ownership interests in Bankers Insurance, LLC, a Virginia independent insurance company, and Bankers Title Shenandoah, LLC, a title insurance company, both of which are owned by a consortium of Virginia community banks.

The Bank has another subsidiary, Special Properties Acquisition - VA, LLC, which was originally formed by Fauquier to hold other real estate owned; however, there are no assets currently held by this subsidiary.

The Bank is subject to the supervision, examination and regulations of the OCC and is also subject to regulations of the FDIC, the Federal Reserve and the CFPB.

During 2018, the Company formed Masonry Capital Management, LLC, a registered investment advisor, which offers investment advisory and management services to clients through separately managed accounts and a private investment fund. The Company believes the formation of Masonry Capital allows the Company to offer its investment strategy to a wider range of clients.

References to the Company’s subsidiaries in this document include both the Bank and Masonry Capital.

In addition, the Company owns Fauquier Statutory Trust II (“Trust II”), which is an unconsolidated subsidiary. The subordinated debt owed to Trust II is reported as a liability of the Company.

The main offices of the Company, the Bank, Masonry Capital, VNB Trust Estate Services and Sturman Wealth, as well as corporate and Bank operations, are located in Charlottesville, Virginia.

Merger with Fauquier Bankshares, Inc. and The Fauquier Bank

On April 1, 2021, the Company merged with Fauquier, pursuant to the Agreement and Plan of Reorganization dated October 1, 2020, including a related Plan of Merger. Pursuant to the Merger Agreement, Fauquier shareholders received 0.675 shares of Company stock for each share of Fauquier common stock, with cash paid in lieu of fractional shares, resulting in the Company issuing 2,571,213 shares of common stock. In connection with the transaction, TFB, Fauquier's wholly-owned bank subsidiary, was merged with and into the Bank. Refer to Note 2 - Business Combinations, in the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data, for further detail on the accounting policy for business combinations, fair values of assets and liabilities assumed, assumptions used in determining the fair values of assets and liabilities and the resulting goodwill.

7


 

Products and Services

The Bank offers a full range of banking and related financial services, including checking accounts, NOW accounts, money market deposit accounts, certificates of deposit, individual retirement accounts, CDARS™, ICS® and other depository services. The Bank actively solicits such accounts from individuals, businesses and charitable organizations within its trade areas. Other services offered by the Bank include ATMs, internet banking, treasury and cash management services and merchant card services. In addition, the Bank is affiliated with Visa® and MasterCard®, which are accepted worldwide, and offers debit cards to consumer and business customers.

The Bank also offers short to long term commercial, real estate and consumer loans. The Bank is committed to being a reliable and consistent source of credit, providing loans that are priced based upon an overall banking relationship, easy access to the Bank’s local decision makers who possess strong local market knowledge, local delivery, fast response, and continuity in the banking relationship. The Bank originates residential mortgage loans. A third party is utilized for loans which the Bank does not wish to retain for its own loan portfolio due to the interest rate risks that are inherent with long-term fixed rate loans.

Wealth and investment advisory services and products are offered through Sturman Wealth, pursuant to networking agreements with a registered broker/dealer and a registered investment advisor to provide services through representatives who are also employees of the Company.

Trust and estate administration services are offered through VNB Trust and Estate Services.

Investment management services are offered through Masonry Capital, whose flagship product for separately managed accounts and a private investment fund employs a value-based, catalyst-driven investment strategy. The financial instruments used include common and preferred stock, corporate bonds, bank loans and other debt securities, convertible securities, Exchange Traded Funds, options, warrants and cash equivalents.

The Company primarily serves the Virginia communities in and around the cities of Charlottesville, Winchester, Manassas and Richmond, and the counties of Albemarle, Fauquier, Frederick and Prince William. Refer to Item 2. Properties for additional information regarding locations. The Bank’s locations are well-positioned in attractive markets. Within its market areas, there are various types of industry including higher education, medical and professional services, research and development companies and retail.

Competition

The Company engages in highly competitive activities. Each activity involves competition with other banks, as well as with non-banking enterprises that offer financial products and services that compete directly with the Company’s product and service offerings. The Company actively competes with other banks in its efforts to obtain deposits and make loans, in the scope and types of services offered, in interest rates paid on time deposits and charged on loans, and in other aspects of banking.

In addition to competing with other community and commercial banks within and outside its primary service areas, the Company competes with other institutions engaged in the business of making loans or accepting deposits, such as credit unions, insurance companies, small loan companies, finance companies, fintech companies, mortgage companies, certain governmental agencies and other enterprises. Competition for deposits and loans is affected by various factors including, without limitation, interest rates offered, the number and location of branches and types of products offered, digital capabilities, and the reputation of the institution. Credit unions increasingly have been allowed to expand their membership definitions, and because they enjoy a favorable tax status, they have been able to offer more attractive loan and deposit pricing.

The market areas served by the Company are highly competitive with respect to banking. Competition for loans to businesses and professionals is intense, and pricing is important. Many of the Company’s competitors have substantially greater resources and lending limits than the Company and offer certain services such as extensive and established branch networks that the Company does not expect to match. Deposit competition is also very strong. Management believes, however, that a market exists for the personal and customized financial services an independent, community bank can offer.

Environmental, Social and Governance

The Company is taking proactive steps to conserve resources and improve the environment. Most of our back-office operations exist in a paperless environment and customers are encouraged to utilize online banking, including paperless statements, mobile banking and remote deposit capture, in an effort to reduce individual and collective carbon footprints. The Company is also reducing its carbon footprint by allowing some employees to continue to work from home, eliminating some branches in our market footprint, and reducing the number of employees working in our offices. The Company supports its customers who are actively engaged in “going-green” campaigns, including the use of renewable energy, which includes the installation of charging stations for those customers with electric vehicles.

8


 

Near the onset of the COVID-19 pandemic, the Company was proactively involved in facilitating the delivery of personal protective equipment to local businesses and nonprofits. The Company also participated in the SBA PPP as described in detail later in this report.

The Company has also made a significant financial and time commitment to community partners and nonprofit organizations who support the environment, education, and human services, which includes a homeless housing project, workforce readiness, kids in need, and health and wellness. Executive leadership and the Board of Directors of the Company are dynamically involved in the communities in which they serve, including serving on boards, making financial donations and volunteering time.

Almost immediately after the Tax Cut and Jobs Act of 2017 was signed into law on December 22, 2017, the Company made the decision to have an internal minimum wage of $15 per hour for all employees. This took effect on January 1, 2018. Also, since the onset of the COVID-19 pandemic, the Company has continued to pay its employees at 100% of their salaries and wages, even if the employees worked on a rotating, rather than a full-time, schedule. No benefits have been reduced for employees as a result of COVID-19 effects.

A portion of the Company’s Chief Executive Officer (CEO) compensation is based on his personal involvement on community nonprofit boards and his designing of programs that help the same nonprofits serve their constituents. Prior to the onset of and during the COVID-19 pandemic, the CEO helped design and launch the Financial Education Program for high school students, Driving Lives Forward program in conjunction with United Way and Carter Myers Car Dealership and a program that helps get individuals started in a banking career. The CEO also created a 15-month Board Development Program for young business people that educates them on how a Board operates in a publicly traded company. The CEO is also responsible for launching the Company’s executive diversity, equity and inclusion program which was started before the onset of the COVID-19 pandemic. The Company has also been involved for the past eight years in the small loan program, formerly known as Bank On, operated by the Coalition for Economic Opportunity, whose mission is to enhance access to fair, reasonable and just financial services for low- and moderate- income members of the community. The CEO, members of the Company’s executive team, and the Board of Directors are also involved in major fundraising activities for many of the community (local, state and national) nonprofits. The Company is also searching for its first DEI Officer and is reestablishing its DEI Committee, which was launched in 2019.

Employees

The Company has a shared vision of guiding principles, core values and strategies that work and have guided the Company through both good and challenging times. The Company strives to ensure that its constituents believe in it as well, including its shareholders, customers, board, executive management and high performing employees. The Company believes that the shared vision, when properly aligned and communicated to all constituents, will produce more than above average performance in key metrics. As part of the shared vision, the Company is dedicated and committed to its shareholders, customers, employees and communities. A critical part of this dedication and commitment is attracting and retaining high performing employees who desire to enrich the lives of customers and communities the Company serves. To attract and retain high performing employees, the Company provides a competitive compensation and benefits program, including wellness benefits.

At December 31, 2021, the Company had 173 full time equivalent employees, of which 7 were part-time employees. None of its employees are represented by any collective bargaining unit. The Company considers relations with its employees to be good.

The Company owns BOLI policies on each executive officer and certain other senior officers of the Company. BOLI is a bank-eligible asset designed to recover costs of providing pre- and post-retirement benefits and/or to finance general employee benefit expenses. Under BOLI policies, each executive officer and certain other senior officers of the Company are the insured, and the Company is the owner and beneficiary of the policies. The insured has no claim to the insurance policy or to the policy’s cash value. Under separate split dollar agreements, a portion of any death benefit may be paid to the beneficiaries of the insured officer, subject to the terms and restrictions of the split dollar endorsement agreement between the insured officer and the Company.

 

9


 

Supervision and Regulation

The Company and the Bank are extensively regulated under both federal and state laws. The following description briefly addresses certain historic and current provisions of federal and state laws and certain regulations, proposed regulations and the potential impacts on the Company and the Bank. To the extent statutory or regulatory provisions or proposals are described in this report, the description is qualified in its entirety by reference to the particular statutory or regulatory provisions or proposals.

The Company

General. As a bank holding company registered under the BHCA, the Company is subject to supervision, regulation, and examination by the Federal Reserve. The Company is also registered under the bank holding company laws of Virginia and is subject to supervision, regulation, and examination by the Bureau of Financial Institutions of the Virginia State Corporation Commission.

Permitted Activities. The permitted activities of a bank holding company are limited to managing or controlling banks, furnishing services to or performing services for its subsidiaries, and engaging in other activities that the Federal Reserve determines by regulation or order to be so closely related to banking, or managing or controlling banks, as to be a proper incident thereto. In determining whether a particular activity is permissible, the Federal Reserve must consider whether the performance of such an activity reasonably can be expected to produce benefits to the public that outweigh possible adverse effects. Possible benefits include greater convenience, increased competition, and gains in efficiency. Possible adverse effects include undue concentration of resources, decreased or unfair competition, conflicts of interest, and unsound banking practices. Despite prior approval, the Federal Reserve may order a bank holding company or its subsidiaries to terminate any activity or to terminate ownership or control of any subsidiary when the Federal Reserve has reasonable cause to believe that a serious risk to the financial safety, soundness or stability of any bank subsidiary of that bank holding company may result from such an activity.

Banking Acquisitions; Changes in Control. The BHCA and related regulations require, among other things, the prior approval of the Federal Reserve in any case where a bank holding company proposes to (i) acquire direct or indirect ownership or control of more than 5% of the outstanding voting stock of any bank or bank holding company (unless it already owns a majority of such voting shares), (ii) acquire all or substantially all of the assets of another bank or bank holding company, or (iii) merge or consolidate with any other bank holding company. In determining whether to approve a proposed acquisition, the Federal Reserve will consider, among other factors, the following: the effect of the acquisition on competition; the public benefits expected to be received from the acquisition; any outstanding regulatory compliance issues of any institution that is a party to the transaction; the projected capital ratios and levels on a post-acquisition basis; the financial condition of each institution that is a party to the transaction and of the combined institution after the transaction; the parties’ managerial resources, as well as risk management and governance processes and systems; the parties’ compliance with the Bank Secrecy Act and anti-money laundering requirements; and the acquiring institution’s performance under the CRA and its compliance with fair housing and other consumer protection laws.

On July 9, 2021, President Biden issued an Executive Order on Promoting Competition in the American Economy, which, among other initiatives, encouraged the review of current practices and adoption of a plan for the revitalization of merger oversight under the BHCA and the Bank Merger Act. Making any formal changes to the framework for evaluating bank mergers would require an extended process, and any such changes are uncertain and cannot be predicted at this time. However, the adoption of more expansive or stringent standards may have an impact on the Company’s acquisition activity. Additionally, this Executive Order could influence the federal bank regulatory agencies’ expectations and supervisory oversight for banking acquisitions.

Subject to certain exceptions, the BHCA and the Change in Bank Control Act, together with the applicable regulations, require Federal Reserve approval (or, depending on the circumstances, no notice of disapproval) prior to any person or company’s acquiring “control” of a bank or bank holding company. A conclusive presumption of control exists if an individual or company acquires the power, directly or indirectly, to direct the management or policies of an insured depository institution or to vote 25% or more of any class of voting securities of any insured depository institution. A rebuttable presumption of control may exist if a person or company acquires 5% or more but less than 25% of any class of voting securities and certain other relationships are present between the investor and the bank holding company, or if certain other ownership thresholds for voting or total equity have been exceeded.

In addition, Virginia law requires the prior approval of the SCC for (i) the acquisition by a Virginia bank holding company of more than 5% of the voting shares of a Virginia bank or a Virginia bank holding company, or (ii) the acquisition by any other person of control of a Virginia bank holding company or a Virginia bank.

Source of Strength. Federal Reserve policy has historically required bank holding companies to act as a source of financial and managerial strength to their subsidiary banks. The Dodd-Frank Act codified this policy as a statutory requirement.

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Under this requirement, the Company is expected to commit resources to support the Bank, including at times when the Company may not be in a financial position to provide such resources. Any capital loans by a bank holding company to any of its subsidiary banks are subordinate in right of payment to depositors and to certain other indebtedness of such subsidiary banks. In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment.

Safety and Soundness. There are a number of obligations and restrictions imposed on bank holding companies and their subsidiary banks by law and regulatory policy that are designed to minimize potential loss to the depositors of such depository institutions and the FDIC insurance fund in the event of a depository institution insolvency, receivership, or default. For example, under the Federal Deposit Insurance Company Improvement Act of 1991, to avoid receivership of an insured depository institution subsidiary, a bank holding company is required to guarantee the compliance of any subsidiary bank that may become “undercapitalized” with the terms of any capital restoration plan filed by such subsidiary with its appropriate federal bank regulatory agency up to the lesser of (i) an amount equal to 5% of the institution’s total assets at the time the institution became undercapitalized, or (ii) the amount that is necessary (or would have been necessary) to bring the institution into compliance with all applicable capital standards as of the time the institution fails to comply with such capital restoration plan.

Under the Federal Deposit Insurance Act, the federal bank regulatory agencies have adopted guidelines prescribing safety and soundness standards. These guidelines establish general standards relating to capital management, internal controls and information systems, internal audit systems, information systems, data security, loan documentation, credit underwriting, interest rate exposure and risk management, vendor management, corporate governance, and asset growth, as well as compensation, fees, and benefits. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risk and exposures specified in the guidelines.

Capital Requirements. The Federal Reserve imposes certain capital requirements on bank holding companies under the BHCA, including a minimum leverage ratio and a minimum ratio of “qualifying” capital to risk-weighted assets. These requirements are described below under “The Bank – Capital Requirements.” Subject to its capital requirements and certain other restrictions, the Company is able to borrow money to make a capital contribution to the Bank, and such loans may be repaid from dividends paid by the Bank to the Company.

Limits on Dividends and Other Payments. The Company is a legal entity, separate and distinct from its subsidiaries. A significant portion of the revenues of the Company result from dividends paid to it by the Bank. There are various legal limitations applicable to the payment of dividends by the Bank to the Company and to the payment of dividends by the Company to its shareholders. The Bank is subject to various statutory and regulatory restrictions on its ability to pay dividends to the Company. The OCC has advised that a national bank should generally pay dividends only out of current operating earnings. Under current regulations, prior regulatory approval is required if cash dividends declared by the Bank in any given year exceed net income for that year, plus retained net profits of the two preceding years. The payment of dividends by the Bank or the Company may be limited by other factors, such as requirements to maintain capital above regulatory guidelines. Bank regulatory agencies have the authority to prohibit the Bank or the Company from engaging in an unsafe or unsound practice in conducting its respective business. The payment of dividends, depending on the financial condition of the Bank or the Company, could be deemed to constitute such an unsafe or unsound practice.

Under the FDIA, insured depository institutions, such as the Bank, are prohibited from making capital distributions, including the payment of dividends, if, after making such distributions, the institution would become “undercapitalized” (as such term is used in the statute). Based on the Bank’s current financial condition, the Company does not expect that this provision will have any impact on its ability to receive dividends from the Bank.

In addition, the Company’s ability to pay dividends is limited by restrictions imposed by the Virginia Stock Corporation Act on Virginia corporations. In general, dividends paid by a Virginia corporation may be paid only if, after giving effect to the distribution, (i) the corporation is still able to pay its debts as they become due in the usual course of business, or (ii) the corporation’s total assets are greater than or equal to the sum of its total liabilities plus (unless the corporation’s articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights, upon the dissolution, of shareholders whose preferential rights are superior to those receiving the distribution.

The Bank

General. The Bank is supervised and regularly examined by the OCC. The various laws and regulations administered by the OCC and the other bank regulatory agencies affect corporate practices, such as the payment of dividends, incurrence of debt, and acquisition of financial institutions and other companies; they also affect business practices, such as the payment of interest on deposits, the charging of interest on loans, types of business conducted and location of offices. Certain of these laws and regulations are referenced above under “The Company.”

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Regulatory Capital Requirements. The OCC and the other federal bank regulatory agencies have issued risk-based and leverage capital guidelines applicable to U.S. banking organizations. Those regulatory agencies may from time to time require that a banking organization maintain capital above the minimum levels because of its financial condition or actual or anticipated growth.

The OCC and the other federal bank regulatory agencies have adopted rules to implement the Basel III capital framework as outlined by the Basel Committee on Banking Supervision and standards for calculating risk-weighted assets and risk-based capital measurements (collectively, the Basel III Final Rules) that apply to banking institutions they supervise. For the purposes of these capital rules, (i) common equity tier 1 capital (CET1) consists principally of common stock (including surplus) and retained earnings; (ii) Tier 1 capital consists principally of CET1 plus non-cumulative preferred stock and related surplus, and certain grandfathered cumulative preferred stocks and trust preferred securities; and (iii) Tier 2 capital consists of other capital instruments, principally qualifying subordinated debt and preferred stock, and limited amounts of an institution’s allowance for loan losses. Each regulatory capital classification is subject to certain adjustments and limitations, as implemented by the Basel III Final Rules. The Basel III Final Rules also establish risk weightings that are applied to many classes of assets held by community banks, importantly including applying higher risk weightings to certain commercial real estate loans. The Basel III Final Rules also include a requirement that banks maintain additional capital known as the “capital conservation buffer.”

The Basel III Final Rules and capital conservation buffer require banks and bank holding companies to maintain:

i.
a minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus a 2.5% capital conservation buffer (which is added to the minimum CET1 ratio, effectively resulting in a required ratio of CET1 to risk-weighted assets of at least 7.0%);
ii.
a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer (effectively resulting in a required Tier 1 capital ratio of 8.5%);
iii.
a minimum ratio of total (that is, Tier 1 plus Tier 2) capital to risk-weighted assets of at least 8.0%, plus the capital conservation buffer (effectively resulting in a required total capital ratio of 10.5%), and
iv.
a minimum leverage ratio of 4.0%, calculated as the ratio of Tier 1 capital to average total assets, subject to certain adjustments and limitations.

The Basel III Final Rules permanently include in Tier 1 capital trust preferred securities issued prior to May 19, 2010 by bank holding companies with less than $15 billion in total assets, subject to a limit of 25% of Tier 1 capital. The Company expects that its trust preferred securities will be included in the Company’s regulatory capital as Tier 1 capital instruments until their maturity.

The Tier 1, CET1, total capital to risk-weighted assets, and leverage ratios of the Company were 14.31%, 14.31%, 14.88% and 7.79%, respectively, as of December 31, 2021, thus exceeding the minimum requirements. The Tier 1, CET1, total capital to risk-weighted assets, and leverage ratios of the Bank were 14.15%, 14.15%, 14.72% and 7.69%, respectively, as of December 31, 2021, also exceeding the minimum requirements.

With respect to the Bank, to be “well capitalized” under the revised “prompt corrective action” regulations, a bank must have the following minimum capital ratios: (i) a CET1 capital ratio of at least 6.5%; (ii) a Tier 1 capital to risk-weighted assets ratio of at least 8.0%; (iii) a total capital to risk-weighted assets ratio of at least 10.0%; and (iv) a leverage ratio of at least 5.0%. The Bank exceeds the thresholds to be considered well capitalized as of December 31, 2021. See “Prompt Corrective Action” below.

On September 17, 2019 the FDIC finalized a rule that introduced an optional simplified measure of capital adequacy for qualifying community banking organizations, referred to as the community bank leverage ratio (CBLR) framework, as required by the EGRRCPA. The CBLR framework is designed to reduce burden by removing the requirements for calculating and reporting risk-based capital ratios for qualifying community banking organizations that opt into the framework.

In order to qualify for the CBLR framework, a community banking organization must have a tier 1 leverage ratio of greater than 9%, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the framework will be considered to have met the well-capitalized ratio requirements under the prompt corrective action regulations and will not be required to report or calculate risk-based capital under the Basel III Final Rules.

The CBLR framework was made available for community banking organizations to use in their March 31, 2020 Call Report. These CBLR rules were modified in response to the COVID-19 pandemic. See “Coronavirus Aid, Relief, and Economic Security Act and Consolidated Appropriations Act, 2021” below. The Company has not opted into the CBLR framework.

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Prompt Corrective Action. Federal banking regulators are authorized and, under certain circumstances, required to take certain actions against banks that fail to meet their capital requirements. The federal bank regulatory agencies have additional enforcement authority with respect to undercapitalized depository institutions. “Well capitalized” institutions may generally operate without additional supervisory restriction. With respect to “adequately capitalized” institutions, such banks (i) cannot normally pay dividends or make any capital contributions that would leave it undercapitalized, (ii) cannot pay a management fee to a controlling person if, after paying the fee, it would be undercapitalized, and (iii) cannot accept, renew, or roll over any brokered deposit unless the bank has applied for and been granted a waiver by the FDIC.

Immediately upon becoming “undercapitalized,” a depository institution becomes subject to the provisions of Section 38 of the FDIA, which: (i) restrict payment of capital distributions and management fees; (ii) require that the appropriate federal banking agency monitor the condition of the institution and its efforts to restore its capital; (iii) require submission of a capital restoration plan; (iv) restrict the growth of the institution’s assets; and (v) require prior approval of certain expansion proposals. The appropriate federal banking agency for an undercapitalized institution also may take any number of discretionary supervisory actions if the agency determines that any of these actions is necessary to resolve the problems of the institution at the least possible long-term cost to the DIF, subject in certain cases to specified procedures. These discretionary supervisory actions include: (a) requiring the institution to raise additional capital; (b) restricting transactions with affiliates; (c) requiring divestiture of the institution or the sale of the institution to a willing purchaser; and (d) any other supervisory action that the agency deems appropriate. These and additional mandatory and permissive supervisory actions may be taken with respect to significantly undercapitalized and critically undercapitalized institutions. The Bank met the definition of being “well capitalized” as of December 31, 2021.

As described above in “The Bank – Capital Requirements,” the capital rules issued by the OCC incorporate new requirements into the prompt corrective action framework.

Deposit Insurance. The deposits of the Bank are insured up to applicable limits by the Deposit Insurance Fund of the FDIC and are subject to deposit insurance assessments based on average total assets minus average tangible equity to maintain the DIF. The basic limit on FDIC deposit insurance coverage is $250 thousand per depositor. Under the FDIA, the FDIC may terminate deposit insurance upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations as an insured depository institution, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC, subject to administrative and potential judicial hearing and review processes. As required by the Dodd-Frank Act, the FDIC has adopted a large-bank pricing assessment structure, set a target designated reserve ratio of 2% for the DIF, and, in lieu of dividends, provides for a lower assessment rate schedule, when the reserve ratio reaches 2% and 2.5%. An institutions assessment rate is based on a statistical analysis of financial ratios that estimates the likelihood of failure over a three-year period, which considers the institutions weighted average CAMELS component rating. The CAMELS component is a supervisory rating system designed to reflect financial and operational risks that a bank may face, including capital adequacy, asset quality, management capability, earnings, liquidity and sensitivity to market risk. At December 31, 2021, total base assessment rates for institutions that have been insured for at least five years range from 1.5 to 40 bps, with rates of 1.5 to 30 bps applying to banks with less than $10 billion in assets. In 2021 and 2020, the Company expensed $858 thousand and $187 thousand, respectively, in deposit insurance assessments. In 2019, the Company received a $155 thousand FDIC small bank credit assessment award, which was used partially in 2019 with the residual amount applied toward the first quarter of 2020 assessments, as the deposit insurance fund reserve ratio exceeded 1.38%.

Transactions with Affiliates. Pursuant to Sections 23A and 23B of the Federal Reserve Act and Regulation W, the authority of the Bank to engage in transactions with related parties or “affiliates” or to make loans to insiders is limited. Loan transactions with an affiliate generally must be collateralized and certain transactions between the Bank and its affiliates, including the sale of assets, the payment of money or the provision of services, must be on terms and conditions that are substantially the same, or at least as favorable to the Bank, as those prevailing for comparable nonaffiliated transactions. In addition, the Bank generally may not purchase securities issued or underwritten by affiliates.

Loans to executive officers, directors, or to any person who directly or indirectly, or acting through or in concert with one or more persons, owns, controls, or has the power to vote more than 10% of any class of voting securities of a bank, are subject to Sections 22(g) and 22(h) of the Federal Reserve Act and their corresponding regulations (Regulation O) and Section 13(k) of the Exchange Act relating to the prohibition on personal loans to executives (which exempts financial institutions in compliance with the insider lending restrictions of Section 22(h) of the Federal Reserve Act). Among other things, these loans must be made on terms substantially the same as those prevailing on transactions made to unaffiliated individuals and certain extensions of credit to those persons must first be approved in advance by a disinterested majority of the entire Board of Directors. Section 22(h) of the Federal Reserve Act prohibits loans to any of those individuals where the aggregate amount exceeds an amount equal to 15% of an institution’s unimpaired capital and surplus plus an additional 10% of unimpaired capital and surplus in the case of loans that are fully secured by readily marketable collateral, or when the aggregate amount on all of the extensions of credit outstanding to all of these persons would exceed the Bank’s

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unimpaired capital and unimpaired surplus. Section 22(g) of the Federal Reserve Act identifies limited circumstances in which the Bank is permitted to extend credit to executive officers.

Community Reinvestment Act. The Bank is subject to the requirements of the CRA. The CRA imposes on financial institutions an affirmative and ongoing obligation to meet the credit needs of the local communities, including low- and moderate-income neighborhoods. The CRA requires the appropriate federal banking agency, in connection with its examination of a bank, to assess the bank’s record in meeting such credit needs. In addition, in order for a bank holding company, like the Company, to commence any new activity permitted by the BHC Act, or to acquire any company engaged in any new activity permitted by the BHC Act, each insured depository institution subsidiary of the bank holding company must have received a rating of at least “satisfactory” in its most recent examination under the CRA. Under the CRA, institutions are assigned a rating of “outstanding,” “satisfactory,” “needs to improve,” or “substantial non-compliance.” The Bank received a “satisfactory” CRA rating in its most recent examination.

Confidentiality of Customer Information. The Company and the Bank are subject to various laws and regulations that address the privacy of nonpublic personal financial information of customers. A financial institution must provide to its customers information regarding its policies and procedures with respect to the handling of customers’ personal information. Each institution must conduct an internal risk assessment of its ability to protect customer information. These privacy laws and regulations generally prohibit a financial institution from providing a customer’s personal financial information to unaffiliated parties without prior notice and approval from the customer.

Anti-Money Laundering Laws and Regulations. The Company is subject to several federal laws that are designed to combat money laundering, terrorist financing, and transactions with persons, companies or foreign governments designated by U.S. authorities (“AML laws”). This category of laws includes the Bank Secrecy Act of 1970, the Money Laundering Control Act of 1986, the USA PATRIOT Act of 2001, and the Anti-Money Laundering Act of 2020.

The AML laws and their implementing regulations require insured depository institutions, broker-dealers, and certain other financial institutions to have policies, procedures, and controls to detect, prevent, and report money laundering and terrorist financing. The AML laws and their regulations also provide for information sharing, subject to conditions, between federal law enforcement agencies and financial institutions, as well as among financial institutions, for counter-terrorism purposes. Federal banking regulators are required, when reviewing bank holding company acquisition and bank merger applications, to take into account the effectiveness of the anti-money laundering activities of the applicants. To comply with these obligations, the Company has implemented appropriate internal practices, procedures, and controls.

Office of Foreign Assets Control. OFAC which is a division of the U.S. Treasury, is responsible for helping to ensure that United States entities do not engage in transactions with “enemies” of the United States, as defined by various Executive Orders and Acts of Congress. If the Bank finds a name of an “enemy” of the United States on any transaction, account, or wire transfer that is on an OFAC list, it must freeze such account or place transferred funds into a blocked account, and report it to OFAC. Failure to comply with OFAC requirements could have serious legal, financial and reputational consequences for the Company.

Stress Testing. The federal banking agencies have implemented stress testing requirements for certain large or risky financial institutions, including bank holding companies and state-chartered banks and they emphasize that all banking organizations, regardless of size, should have the capacity to analyze the potential effect of adverse market conditions or outcomes on the organization’s financial condition. Based on existing regulatory guidance, the Company and the Bank are expected to consider the institution’s interest rate risk management, commercial real estate loan concentrations and other credit-related information, and funding and liquidity management during this analysis of adverse market conditions or outcomes.

Volcker Rule. The Dodd-Frank Act and regulations under that act prohibit insured depository institutions and their affiliates, except as permitted under certain limited circumstances, from (i) engaging in short-term proprietary trading for their own accounts and (ii) having certain ownership interests in, and relationships with, hedge funds or private equity funds. The Volcker Rule did not have a material impact on the Company's operations or financial position in 2021 and 2020.

Consumer Financial Protection. The Bank is subject to a number of other federal and state consumer protection laws that extensively govern its relationship with its customers. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Truth in Savings Act, the Electronic Fund Transfer Act, the Expedited Funds Availability Act, the Home Mortgage Disclosure Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, the Fair Debt Collection Practices Act, the Servicemembers’ Civil Relief Act, Secure and Fair Enforcement for Mortgage Licensing Act, laws governing flood insurance, federal and state laws prohibiting unfair and deceptive business practices, foreclosure laws, and various regulations that implement some or all of the foregoing. These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with customers when taking deposits, making loans, collecting loans, and providing other services. If the Bank fails to comply with these laws and regulations, it may be subject to various penalties. Failure to comply with consumer protection requirements may also

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result in failure to obtain any required bank regulatory approval for merger or acquisition transactions the Bank may wish to pursue or being prohibited from engaging in such transactions even if approval is not required.

The Dodd-Frank Act centralized responsibility for consumer financial protection by creating a new agency, the CFPB, and giving it responsibility for implementing, examining, and enforcing compliance with federal consumer protection laws. The CFPB focuses on (i) risks to consumers and compliance with the federal consumer financial laws; (ii) the markets in which firms operate and risks to consumers posed by activities in those markets; (iii) depository institutions that offer a wide variety of consumer financial products and services; and (iv) non-depository companies that offer one or more consumer financial products or services. The CFPB is responsible for implementing, examining and enforcing compliance with federal consumer financial laws for institutions with more than $10 billion of assets. While the Bank, like all banks, is subject to federal consumer protection rules enacted by the CFPB, because the Company and the Bank have total consolidated assets of $10 billion or less, the OCC oversees the application to the Bank of most consumer protection aspects of the Dodd-Frank Act and other laws and regulations.

The CFPB has broad rulemaking authority for a wide range of consumer financial laws that apply to all banks, including, among other things, the authority to prohibit “unfair, deceptive, or abusive” acts and practices. Abusive acts or practices are defined as those that materially interfere with a consumer’s ability to understand a term or condition of a consumer financial product or service or take unreasonable advantage of a consumer’s (i) lack of financial savvy, (ii) inability to protect himself in the selection or use of consumer financial products or services, or (iii) reasonable reliance on a covered entity to act in the consumer’s interests. The CFPB can issue cease-and-desist orders against banks and other entities that violate consumer financial laws. The CFPB may also institute a civil action against an entity in violation of federal consumer financial law in order to impose a civil penalty or injunction. Further, regulatory positions taken by the CFPB with respect to financial institutions with more than $10 billion in assets may influence how other regulatory agencies apply the subject consumer financial protection laws and regulations.

Mortgage Banking Regulation. In connection with making mortgage loans, the Company and the Bank are subject to rules and regulations that, among other things, establish standards for loan origination, prohibit discrimination, provide for inspections and appraisals of property, require credit reports on prospective borrowers, in some cases restrict certain loan features and fix maximum interest rates and fees, require the disclosure of certain basic information to mortgagors concerning credit and settlement costs, limit payment for settlement services to the reasonable value of the services rendered, and require the maintenance and disclosure of information regarding the disposition of mortgage applications based on race, gender, geographical distribution and income level. The Company and the Bank are also subject to rules and regulations that require the collection and reporting of significant amounts of information with respect to mortgage loans and borrowers.

The Company’s and the Bank’s mortgage origination activities are subject to Regulation Z, which implements the Truth in Lending Act. Certain provisions of Regulation Z require creditors to make a reasonable and good faith determination based on verified and documented information that a consumer applying for a mortgage loan has a reasonable ability to repay the loan according to its terms. Creditors are required to determine consumers’ ability to repay in one of two ways. The first alternative requires the creditor to consider the following eight underwriting factors when making the credit decision: (i) current or reasonably expected income or assets; (ii) current employment status; (iii) the monthly payment on the covered transaction; (iv) the monthly payment on any simultaneous loan; (v) the monthly payment for mortgage-related obligations; (vi) current debt obligations, alimony, and child support; (vii) the monthly debt-to-income ratio or residual income; and (viii) credit history. Alternatively, the creditor can originate “qualified mortgages,” which are entitled to a presumption that the creditor making the loan satisfied the ability-to-repay requirements. In general, a “qualified mortgage” is a mortgage loan without negative amortization, interest-only payments, balloon payments, or terms exceeding 30 years. In addition, to be a qualified mortgage, the points and fees paid by a consumer cannot exceed 3% of the total loan amount, and the consumer’s debt-to-income ratio (“DTI”) must be below the prescribed threshold. Qualified mortgages that are “higher-priced” (e.g. subprime loans) garner a rebuttable presumption of compliance with the ability-to-repay rules, while qualified mortgages that are not “higher-priced” (e.g. prime loans) are given a safe harbor of compliance. Small creditors, as described below, may originate qualified mortgages that are not restricted by the specific DTI threshold (however, the DTI must still be considered). Small creditors are those financial institutions that meet the following requirements: (i) have assets below $2 billion (adjustable annually by CFPB); (ii) originated no more than 2 thousand first-lien, closed-end residential mortgages subject to the ability-to-repay requirements in the preceding calendar year; and (iii) hold the qualified mortgage loan in its portfolio after origination. The Company, as a small creditor, does comply with the “qualified mortgage rules” and the other applicable Truth in Lending requirements.

Incentive Compensation. Federal banking agencies have issued regulatory guidance (the Incentive Compensation Guidance) intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The FDIC will review, as part of the regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as the Bank, that are not “large, complex banking organizations.” The findings will be included in reports of examination, and deficiencies

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will be incorporated into the organization’s supervisory ratings. Enforcement actions may be taken against a banking organization if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.

​In 2016, the SEC and the federal banking agencies proposed rules that prohibit covered financial institutions (including bank holding companies and banks) from establishing or maintaining incentive-based compensation arrangements that encourage inappropriate risk taking by providing covered persons (consisting of senior executive officers and significant risk takers, as defined in the rules) with excessive compensation, fees or benefits that could lead to material financial loss to the financial institution. The proposed rules outline factors to be considered when analyzing whether compensation is excessive and whether an incentive-based compensation arrangement encourages inappropriate risks that could lead to material loss to the covered financial institution, and establishes minimum requirements that incentive-based compensation arrangements must meet to be considered to not encourage inappropriate risks and to appropriately balance risk and reward. The proposed rules also impose additional corporate governance requirements on the boards of directors of covered financial institutions and impose additional record-keeping requirements. The comment period for these proposed rules has closed and a final rule has not yet been published.

Cybersecurity. The federal bank regulatory agencies have adopted guidelines for establishing information security standards and cybersecurity programs for implementing safeguards under the supervision of a financial institution’s board of directors. These guidelines, along with related regulatory materials, increasingly focus on risk management and processes related to information technology and the use of third parties in the provision of financial products and services. The federal bank regulatory agencies expect financial institutions to establish lines of defense and to ensure that their risk management processes address the risk posed by compromised customer credentials, and also expect financial institutions to maintain sufficient business continuity planning processes to ensure rapid recovery, resumption and maintenance of the institution’s operations after a cyberattack. If the Company or the Bank fails to meet the expectations set forth in this regulatory guidance, the Company or the Bank could be subject to various regulatory actions, including financial penalties. Risks and exposures related to cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats and the expanding use of technology-based products and services. The Company is, however, taking measures to combat these types of threats and manage risk to the Company and its customers.

On November 18, 2021, the federal bank regulatory agencies issued a final rule to improve the sharing of information about cyber incidents that may affect the U.S. banking system. The rule requires a banking organization to notify its primary federal regulator of any significant computer-security incident as soon as possible and no later than 36 hours after the banking organization determines that a cyber incident has occurred. Notification is required for incidents that have materially affected – or are reasonably likely to materially affect – the viability of a banking organization’s operations, its ability to deliver banking products and services, or the stability of the financial sector. In addition, the rule requires a bank service provider to notify affected banking organization customers as soon as possible when the provider determines that it has experienced a computer-security incident that has materially affected or is reasonably likely to materially affect banking organization customers for four or more hours. Compliance with the final rule is required by May 1, 2022. The Company is currently assessing the impact of this rule, but does not anticipate any material impact to its respective operations at this time. With increased focus on cybersecurity, the Company and the Bank continue to monitor legislative, regulatory and supervisory developments related thereto.

Coronavirus Aid, Relief, and Economic Security Act and Consolidated Appropriations Act, 2021. In response to the COVID-19 pandemic, the CARES Act was signed into law on March 27, 2020 and the Consolidated Appropriations Act, 2021, was signed into law on December 27, 2020. Among other things, the CARES Act and CAA include the following provisions impacting financial institutions:

Community Bank Leverage Ratio. The CARES Act directed federal banking agencies to adopt interim final rules to lower the threshold under the CBLR from 9% to 8% and to provide a reasonable grace period for a community bank that falls below the threshold to regain compliance, in each case until the earlier of the termination date of the national emergency or December 31, 2020. In April 2020, the federal bank regulatory agencies issued two interim final rules implementing this directive. One interim final rule provided that, as of the second quarter 2020, banking organizations with leverage ratios of 8% or greater (and that meet the other existing qualifying criteria) may elect to use the CBLR framework. It also established a two-quarter grace period for qualifying community banking organizations whose leverage ratios fall below the 8% CBLR requirement, so long as the banking organization maintains a leverage ratio of 7% or greater. The second interim final rule provided a transition from the temporary 8% CBLR requirement to a 9% CBLR requirement. It established a minimum CBLR of 8% for the second through fourth quarters of 2020, 8.5% for 2021, and 9% thereafter, and maintains a two-quarter grace period for qualifying community banking organizations whose leverage ratios fall no more than 100 bps below the applicable CBLR requirement.

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Temporary Troubled Debt Restructurings Relief. The CARES Act allowed banks to elect to suspend requirements under U.S. GAAP for loan modifications related to the COVID-19 pandemic (for loans that were not more than 30 days past due as of December 31, 2019) that would otherwise be categorized as a TDR, including impairment for accounting purposes, until the earlier of 60 days after the termination date of the national emergency or December 31, 2020. Federal banking agencies are required to defer to the determination of the banks making such suspension. The CAA extended this temporary relief until the earlier of 60 days after the termination date of the national emergency or January 1, 2022
Small Business Administration Paycheck Protection Program. The CARES Act created the SBA PPP and it was extended by the CAA. Under the PPP, money was authorized for small business loans to pay payroll and group health costs, salaries and commissions, mortgage and rent payments, utilities, and interest on other debt. The loans were provided through participating financial institutions, such as the Bank, that processed loan applications and service the loans.

Future Regulation

From time to time, various legislative and regulatory initiatives are introduced in Congress and state legislatures, as well as by regulatory agencies. Such initiatives may include proposals to expand or contract the powers of bank holding companies and depository institutions or proposals to substantially change the financial institution regulatory system. Such legislation could change banking statutes and the operating environment of the Company and the Bank in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities, or affect the competitive balance among banks, savings associations, credit unions, and other financial institutions. The Company cannot predict whether any such legislation will be enacted, and, if enacted, the effect that it, or any implementing regulations, would have on the financial condition or results of operations of the Company or the Bank.

Effect of Governmental Monetary Policies

The Company’s operations are affected not only by general economic conditions but also by the policies of various regulatory authorities. In particular, the Federal Reserve uses monetary policy tools to impact money market and credit market conditions and interest rates to influence general economic conditions. These policies have a significant impact on overall growth and distribution of loans, investments, and deposits; they affect market interest rates charged on loans or paid for time and savings deposits. Federal Reserve monetary policies have had a significant effect on the operating results of commercial banks, including the Company, in the past and are expected to do so in the future.

In response to COVID-19, during the first quarter of 2020, the FOMC decreased the federal funds target rate, the interest rate at which depository institutions such as the Bank lend reserve balances to other depository institutions overnight on an uncollateralized basis, to a rate of zero to 25 bps. During the first quarter of 2022, the FOMC has increased the federal funds target rate by 25 bps and multiple members of the FOMC have signaled an intent to continue to increase the federal funds target rate throughout 2022.

Reporting Obligations under Securities Laws; Availability of Information

The Company is subject to the periodic and other reporting requirements of the Exchange Act, including the filing of annual, quarterly and other reports with the SEC. Prior to the Reorganization in 2013, the Bank filed the periodic and annual reports required under the Exchange Act with the OCC. Annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, plus any amendments to these reports, are available, free of charge, at www.vnbcorp.com. The Company’s SEC filings are posted and available as soon as reasonably practicable after the reports are filed electronically with the SEC. The information on the Company’s website is not incorporated into this report or any other filing the Company makes with the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

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Item 1A. RISK FACTORS.

The Company’s business is subject to risk. The following discussion, along with management’s discussion and analysis and the financial statements and footnotes, sets forth the most significant risks and uncertainties that management believes could adversely affect the Company’s business, financial condition or results of operations. Additional risks and uncertainties that management is not aware of or that management currently deems immaterial may also have a material adverse effect on the Company’s business, financial condition or results of operations. There is no assurance that this discussion covers all potential risks that the Company faces.

Summary of Risk Factors

The following is a summary of the most significant risks and uncertainties that the Company believes could adversely affect its business, financial condition or results of operations.

Credit Risks

The Company must effectively manage its credit risks, as credit standards and credit assessment processes might not protect it from significant losses.
The Bank’s ALLL may be insufficient and any increases in the ALLL may have a material adverse effect on the Company’s financial condition and results of operations.
Lending to small to mid-sized community-based businesses may increase the Company’s credit risk.
The concentration in loans secured by real estate may increase the Company’s future credit losses.
The Company has a moderate concentration of credit exposure in commercial real estate and loans with this type of collateral are viewed as having more risk of default.
The ability of borrowers to repay their loans significantly affect the Company’s results of operations.

Liquidity Risks

While the Company believes that liquidity sources are currently adequate, the Company must effectively manage its liquidity risk, as liquidity needs could adversely affect results of operations and financial condition.
The Company may need to raise additional capital in the future and may not be able to do so on acceptable terms, or at all.

Market Risks

The Company may be adversely impacted by changes in market conditions.
Change in economic conditions, especially in the areas in which the Company conducts operations, could materially and negatively affect its business.
The Company’s business is subject to interest rate risk, and variations in interest rates and inadequate management of interest rate risk may negatively affect financial performance.
The Company may be adversely affected by changes in the method of determining LIBOR, or the replacement of LIBOR with an alternative reference rate, for variable rate loans.
The Company relies upon independent appraisals to determine the value of the real estate that secures a significant portion of its loans and the value of any foreclosed properties that may be carried on its books, and the values indicated by such appraisals may not be realizable if it is forced to foreclose upon such loans or liquidate such foreclosed property.

Strategic Risks

The Company faces strong and growing competition from financial services companies and other companies that offer banking and other financial services, which could negatively affect the Company’s business.
The Company may not be able to successfully manage its long-term growth.
The success of the Company’s strategy depends on its ability to identify and retain individuals with experience and relationships in its markets.

Operational Risks

The Company must effectively manage its operational risks, as it is subject to a variety of operational risks, including reputational risk, legal and compliance risk, and the risk of fraud or theft by employees or outsiders.
Changes in accounting standards could impact reported earnings.
Failure to maintain effective systems of internal and disclosure control could have a material adverse effect on the Company’s results of operation and financial condition.
The Company depends on the accuracy and completeness of information about clients and counterparties.
The Company’s success depends on its management team, and the unexpected loss of any of these personnel could adversely affect operations.
The Company relies on other companies to provide key components of its business infrastructure.
The soundness of other financial institutions could adversely affect the Company.

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The Company’s operations may be adversely affected by cybersecurity risks.
Consumers may increasingly decide not to use banks to complete their financial transactions.
The Company’s ability to operate profitably may be dependent on its ability to integrate or introduce various technologies into its operations.

Legal, Regulatory and Compliance Risks

The Company operates in a highly regulated industry.
Regulations issued by the CFPB could adversely impact earnings due to, among other things, increased compliance costs or costs due to noncompliance.
The Company is subject to laws regarding the privacy, information security and protection of personal information and any violation of these laws or another incident involving personal, confidential or proprietary information of individuals could damage the Company’s reputation.
The Company’s business and earnings are impacted by governmental, fiscal and monetary policy over which it has no control.

Risks Relating to the Company’s Common Stock

The Company is not obligated to pay dividends and its ability to pay dividends is limited.
Future issuances of the Company’s common stock could adversely affect the market price of the common stock and could be dilutive.
The Company’s governing documents and Virginia law contain provisions that may discourage or delay an acquisition of the Company.
An investment in the Company’s common stock is not an insured deposit.
The Company qualifies as a “smaller reporting company,” and the reduced disclosure obligations applicable to smaller reporting companies may make its common stock less attractive to investors.

General Risk Factors

The ongoing COVID-19 pandemic and measures intended to prevent its spread may adversely affect the Company’s business, financial condition and operations; the extent of such impacts are highly uncertain and difficult to predict.
The Company is exposed to environmental liabilities with respect to properties to which it takes title.
Severe weather, earthquakes, other natural disasters, pandemics, acts of war or terrorism and other external events could significantly impact our business.

 

Risk Factors Associated with the Company’s Business

Credit Risks

 

The Company’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses.

The Company assumes credit risk by virtue of making loans and extending loan commitments and letters of credit. The Company manages credit risk through a program of underwriting standards, the review of certain credit decisions and a continuous quality assessment process of credit already extended. The Company’s exposure to credit risk is managed through the use of consistent underwriting standards that emphasize local lending while avoiding highly leveraged transactions, as well as excessive industry and other concentrations. The Company’s credit administration function employs risk management techniques to help ensure that problem loans are promptly identified. While these procedures are designed to provide the Company with the information needed to implement policy adjustments where necessary and to take appropriate corrective actions, there can be no assurance that such measures will be effective in avoiding undue credit risk.

 

The Bank’s ALLL may be insufficient and any increases in the ALLL may have a material adverse effect on the Company’s financial condition and results of operations.

The Bank maintains an allowance for loan losses, which is a reserve established through a provision for loan losses charged to expense, that represents the Bank’s best estimate of probable losses that will be incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio.

 

The level of the allowance reflects management’s evaluation of the level of loans outstanding, the level of nonperforming loans, historical loan loss experience, delinquency trends, underlying collateral values, the amount of actual losses charged to the reserve in a given period and assessment of present and anticipated economic conditions. The determination of the appropriate level of the ALLL inherently involves a high degree of subjectivity and requires the Bank to make significant

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estimates of current credit risks and future trends, all of which may undergo material changes. The outbreak of COVID-19 and the unprecedented governmental response have made these subjective judgments even more difficult. Although the Bank believes the ALLL is a reasonable estimate of known and inherent losses in the loan portfolio, it cannot precisely predict such losses or be certain that the loan loss allowance will be adequate in the future. Deterioration of economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside the Bank’s control, may require an increase in the allowance for loan losses. In addition, bank regulatory agencies and the Bank’s auditors periodically review its ALLL and may require an increase in the provision for loan losses or the recognition of further loan charge-offs, based on judgments different than those of management. Further, if charge-offs in future periods exceed the allowance for loan losses, the Bank will need additional provisions to increase the allowance for loan losses.

The Company’s focus on lending to small to mid-sized community-based businesses may increase its credit risk.

Most of the Company’s commercial business and commercial real estate loans are made to small and mid-sized businesses and non-profits. These businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities and have a heightened vulnerability to economic conditions. If general economic conditions in the market areas in which the Company operates negatively impact this important customer sector, the Company’s results of operations and financial condition may be adversely affected. Moreover, a portion of these loans have been made by the Company in recent years and the borrowers may not have experienced a complete business or economic cycle. Any deterioration of the borrowers’ businesses may hinder their ability to repay their loans with the Company, which could have a material adverse effect on its financial condition and results of operations. Steps to mitigate such risks include underwriting multiple sources of repayment, including but not limited, to business cash flow, personal guarantees, collateral, and government guarantees, where applicable. Although the Company has taken these mitigation steps, there is no guarantee that such practices will be effective to prevent the increased credit risk.

 

The Company’s concentration in loans secured by real estate may increase its future credit losses, which would negatively affect the Company’s financial results.

The Company offers a variety of secured loans, including commercial lines of credit, commercial term loans, real estate, construction, home equity, consumer and other loans. Credit risk and credit losses can increase if its loans are concentrated to borrowers who, as a group, may be uniquely or disproportionately affected by economic or market conditions. As of December 31, 2021, approximately 78.4% of the Company’s loans are secured by real estate, both residential and commercial. The Company has established concentration limits that are regularly monitored by management and reported to the Board. A major change in the real estate market in the regions in which the Company operates, resulting in a deterioration in real estate values, or in the local or national economy, including changes caused by the COVID-19 pandemic, could adversely affect the Company’s customers’ ability to pay these loans, which in turn could adversely impact the Company. Risk of loan defaults and foreclosures are inherent in the banking industry, and the Company tries to limit its exposure to this risk by carefully underwriting and monitoring its extensions of credit. The Company cannot fully eliminate credit risk, and as a result, credit losses may occur in the future.

 

The Company has a moderate concentration of credit exposure in commercial real estate and loans with this type of collateral are viewed as having more risk of default.

As of December 31, 2021, the Company had approximately $374.0 million in loans secured by commercial real estate, which represented approximately 35.2% of total loans outstanding at that date; such loans consist of non-owner occupied commercial real estate, construction, land development, multi-family and other land loans. These types of loans are generally viewed as having more risk of default than residential real estate loans. They are also typically larger than residential real estate loans and consumer loans and depend on cash flows from the property to service the debt, successful completion of construction projects and, for development loans, sale of the underlying asset. It may be more difficult for commercial real estate borrowers to repay their loans in a timely manner, as commercial real estate borrowers’ abilities to repay their loans frequently depends on the successful rental of their properties. Cash flows may be affected significantly by general economic conditions, and a sustained downturn in the local economy or in occupancy rates in the local economy where the property is located could increase the likelihood of default. Because the Company’s loan portfolio contains a number of commercial real estate loans with relatively large balances, the deterioration of one or a few of these loans could cause a significant increase in its percentage of nonperforming loans. An increase in nonperforming loans could result in a loss of earnings from these loans, an increase in the provision for loan losses and an increase in charge-offs, all of which could have a material adverse effect on the Company’s financial condition. The Company’s banking regulators generally give commercial real estate lending greater scrutiny and may require banks with higher levels of commercial real estate loans to implement improved underwriting, internal controls, risk management policies and portfolio stress testing, as well as possibly higher levels of allowances for losses and capital as a result of commercial real estate lending growth and exposures, which could have a material adverse effect on the Company’s results of operations. Steps to mitigate such risks

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include underwriting multiple sources of repayment, including but not limited, to business cash flow, personal guarantees, collateral, and government guarantees, where applicable. In addition, the Company has established concentration limits that are regularly monitored by management and reported to the Board. Although the Company has taken these mitigation steps, there is no guarantee that such practices will be effective to prevent the increased credit risk.

 

The Company’s results of operations are significantly affected by the ability of borrowers to repay their loans.

A significant source of risk for the Company is the possibility that losses will be sustained because borrowers, guarantors and related parties may fail to perform in accordance with the terms of their loan agreements. Most of the Company’s loans are secured but some loans are unsecured. With respect to the secured loans, the collateral securing the repayment of these loans may be insufficient to cover the obligations owed under such loans. Collateral values may be adversely affected by changes in economic, environmental and other conditions, including the impacts of the COVID-19 pandemic, declines in the value of real estate, changes in interest rates, changes in monetary and fiscal policies of the federal government, terrorist activity, environmental contamination and other external events. In addition, collateral appraisals that are out of date or that do not meet industry recognized standards may create the impression that a loan is adequately collateralized when it is not. The Company has adopted underwriting and credit monitoring procedures and policies, including regular reviews of appraisals and borrower financial statements, that management believes are appropriate to mitigate the risk of loss. An increase in nonperforming loans could result in a net loss of earnings from these loans, an increase in the provision for loan losses and an increase in loan charge-offs, all of which could have a material adverse effect on the Company’s financial condition and results of operations.

 

Liquidity Risks

 

The Company’s liquidity needs could adversely affect results of operations and financial condition.

The Company’s primary sources of funds are deposits and loan repayments. While scheduled loan repayments are a relatively stable source of funds, they are subject to the ability of borrowers to repay the loans. The ability of borrowers to repay loans can be adversely affected by a number of factors, including, but not limited to, changes in economic conditions, adverse trends or events affecting business industry groups, reductions in real estate values or markets, availability of, and/or access to, sources of refinancing, business closings or lay-offs, pandemics or endemics, inclement weather, natural disasters and international instability. Additionally, deposit levels may be affected by a number of factors, including, but not limited to, rates paid by competitors, general interest rate levels, regulatory capital requirements, returns available to customers on alternative investments and general economic conditions. Accordingly, the Company may be required from time to time to rely on secondary sources of liquidity to meet withdrawal demands or otherwise fund operations. Such sources include FHLB advances, sales of securities and loans, federal funds lines of credit from correspondent banks and borrowings from the Federal Reserve Discount Window, as well as additional out-of-market time deposits and brokered deposits. While the Company believes that these sources are currently adequate, there can be no assurance they will be sufficient to meet future liquidity demands, particularly if the Company continues to grow and experiences increasing loan demand. The Company may be required to slow or discontinue loan growth, capital expenditures or other investments or liquidate assets should such sources not be adequate.

 

The Company may need to raise additional capital in the future and may not be able to do so on acceptable terms, or at all.

Access to sufficient capital is critical in order to enable the Company to implement its business plan, support its business, expand its operations and meet applicable capital requirements. The inability to have sufficient capital, whether internally generated through earnings or raised in the capital markets, could adversely impact the Company’s ability to support and to grow its operations. If the Company grows its operations faster than it generates capital internally, it will need to access the capital markets. The Company may not be able to raise additional capital in the form of additional debt or equity on acceptable terms, or at all. The Company’s ability to raise additional capital, if needed, will depend on, among other things, conditions in the capital markets at that time, the Company’s financial condition and its results of operations. Economic conditions and a loss of confidence in financial institutions may increase the Company’s cost of capital and limit access to some sources of capital. Further, if the Company needs to raise capital in the future, it may have to do so when many other financial institutions are also seeking to raise capital and would then have to compete with those institutions for investors. An inability to raise additional capital on acceptable terms when needed could have a material adverse impact on the Company’s business, financial condition and results of operations.

 

 

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Market Risks

The Company may be adversely impacted by changes in market conditions.

The Company is directly and indirectly affected by changes in market conditions. Market risk generally represents the risk that values of assets and liabilities or revenues will be adversely affected by changes in market conditions. As a financial institution, market risk is inherent in the financial instruments associated with the Company’s operations and activities, including loans, deposits, securities, and short-term borrowings. A few of the market conditions that may shift from time to time, thereby exposing the Company to market risk, include fluctuations in interest rates, equity and futures prices, and price deterioration or changes in value due to changes in market perception or actual credit quality of issuers. The Company’s investment securities portfolio, in particular, may be impacted by market conditions beyond its control, including rating agency downgrades of the securities, defaults of the issuers of the securities, lack of market pricing of the securities, and inactivity or instability in the credit markets. Any changes in these conditions, in current accounting principles or interpretations of these principles could impact the Company’s assessment of fair value and thus the determination of other-than-temporary impairment of the securities in the investment securities portfolio, which could adversely affect the Company’s earnings and capital ratios.

 

Asset values also directly impact revenues in the Company’s wealth management businesses. The Company receives asset-based management fees based on the value of clients’ portfolios or investments in funds managed by the Company and, in some cases, the Company may also receive performance fees based on increases in the value of such investments. Declines in asset values can reduce the value of clients’ portfolios or fund assets, which in turn can result in lower fees earned for managing such assets.

Changes in economic conditions, especially in the areas in which the Company conducts operations, could materially and negatively affect its business.

The Company’s business is directly impacted by economic conditions, legislative and regulatory changes, changes in government monetary and fiscal policies, and inflation, all of which are beyond its control. A deterioration in economic conditions, whether caused by global, national or local concerns (including the COVID-19 pandemic), especially within the Company’s market area, could result in the following potentially material consequences: loan delinquencies increasing; problem assets and foreclosures increasing; demand for products and services decreasing; low cost or noninterest bearing deposits decreasing; and collateral for loans, especially real estate, declining in value, in turn reducing customers’ borrowing power, and reducing the value of assets and collateral associated with existing loans. A continued economic downturn could result in losses that materially and adversely affect the Company’s business.

 

The Company’s business is subject to interest rate risk, and variations in interest rates and inadequate management of interest rate risk may negatively affect financial performance.

Changes in the interest rate environment may reduce the Company’s profits. It is expected that the Company will continue to realize income from the differential or “spread” between the interest earned on loans, securities, and other interest-earning assets, and interest paid on deposits, borrowings and other interest-bearing liabilities. Net interest spreads are affected by the difference between the maturities and repricing characteristics of interest-earning assets and interest-bearing liabilities. In addition, loan volume and yields are affected by market interest rates on loans, and the current interest rate environment encourages extreme competition for new loan originations from qualified borrowers. The Company’s management cannot ensure that it can minimize interest rate risk. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, the Company’s net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings. Accordingly, changes in levels of market interest rates could materially and adversely affect the net interest spread, asset quality, loan origination volume and the Company’s overall profitability.

 

The Company may be adversely affected by changes in the method of determining LIBOR, or the replacement of LIBOR with an alternative reference rate, for variable rate loans.

LIBOR and certain other interest rate benchmarks are the subject of recent national and international reform. Intercontinental Exchange, Inc., the company that administers LIBOR, stated in March 2021 that it would cease the publication of one week and two month LIBOR rates immediately after the LIBOR publication on December 31, 2021, and the remaining LIBOR rates immediately following the LIBOR publication on June 30, 2023. The U.S. federal banking agencies have issued statements to encourage U.S. banks to transition away from U.S. dollar LIBOR as soon as practicable and not to enter into new contracts that use U.S. dollar LIBOR after December 31, 2021.

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Given LIBOR’s extensive use across financial markets, the transition away from LIBOR presents various risks and challenges to financial markets and institutions, including to the Company, and liquidity in the interbank markets on which those LIBOR estimates are based has been declining. It is not possible to predict the effect of these changes, other reforms or the establishment of alternative reference rates in the United Kingdom or elsewhere. Efforts in the United States to identify a set of alternative U.S. dollar reference rates include a proposal by the Alternative Reference Rates Committee of the Federal Reserve Board and the Federal Reserve Bank of New York for the market to transition from LIBOR to the Secured Overnight Financing Rate. Whether or not the SOFR attains market acceptance as a LIBOR replacement remains in question and the future of LIBOR at this time is uncertain. The Company has begun offering lending solutions to its customers based on SOFR and certain prime-linked variable rates, and has ceased origination of new loans or other products using a LIBOR rate or index.

The market transition away from LIBOR to alternative reference rates is a complex process and could have a range of effects on the Company’s business, financial condition and results of operations, including but not limited to by (i) adversely affecting the interest rates received or paid on the revenues and expenses associated with, or the value of the Company’s LIBOR-based assets and liabilities; (ii) adversely affecting the interest rates paid on or received from other securities or financial arrangements, given LIBOR’s historically prominent role in determining market interest rates globally, or (iii) resulting in disputes, litigation or other actions with borrowers or other counterparties about the interpretation or enforceability of certain fallback language contained in LIBOR-based loans, securities or other contracts. In addition, uncertainty regarding the nature of such potential changes, alternative reference rates or other reforms may adversely affect the trading market for securities on which the interest or dividend is determined by reference to LIBOR, including the Company’s trust preferred securities. The discontinuation of LIBOR could also result in operational, legal and compliance risks, and if the Company is unable to adequately manage such risks, they could have a material adverse impact on the Company’s reputation and on its business, financial condition, results of operations or future prospects.

 

The Company relies upon independent appraisals to determine the value of the real estate that secures a significant portion of its loans and the value of any foreclosed properties that may be carried on its books, and the values indicated by such appraisals may not be realizable if it is forced to foreclose upon such loans or liquidate such foreclosed property.

As indicated above, a significant portion of the Company’s loan portfolio consists of loans secured by real estate and it may also hold foreclosed properties from time to time. The Company relies upon independent appraisers to estimate the value of such real estate. Appraisals are only estimates of value and the independent appraisers may make mistakes of fact or judgment that adversely affect the reliability of their appraisals. In addition, events occurring after the initial appraisal may cause the value of the real estate to increase or decrease. As a result of any of these factors, the real estate securing some of the Company’s loans and any foreclosed properties that may be held by the Company may be more or less valuable than anticipated. If a default occurs on a loan secured by real estate that is less valuable than originally estimated, the Company may not be able to recover the outstanding balance of the loan. It may also be unable to sell any foreclosed properties for the values estimated by their appraisals.

Strategic Risks

The Company faces strong and growing competition from financial services companies and other companies that offer banking and other financial services, which could negatively affect the Company’s business.

The Company encounters substantial competition from other financial institutions in its market area and competition is increasing. Ultimately, the Company may not be able to compete successfully against current and future competitors. Many competitors offer the same banking services that the Company offers in its service area. These competitors include national, regional and community banks. The Company also faces competition from many other types of financial institutions, including finance companies, mutual and money market fund providers, brokerage firms, insurance companies, credit unions, financial subsidiaries of certain industrial corporations, financial technology companies and mortgage companies. Increased competition may result in reduced business for the Company.

 

Additionally, banks and other financial institutions with larger capitalization and financial intermediaries not subject to bank regulatory restrictions have larger lending limits and are thereby able to serve the credit needs of larger customers. Areas of competition include interest rates for loans and deposits, efforts to obtain loans and deposits, and range and quality of products and services provided, including new technology-driven products and services. If the Company is unable to attract and retain banking customers, it may be unable to continue to grow loan and deposit portfolios and its results of operations and financial condition may otherwise be adversely affected.

 

The Company may not be able to successfully manage its long-term growth, which may adversely affect its results of operations and financial condition.

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A key aspect of the Company’s long-term business strategy is its continued growth and expansion. The Company’s ability to continue to grow depends, in part, upon its ability to (i) open new branch offices or acquire existing branches or other financial institutions, such as Fauquier, (ii) attract deposits to those locations, and (iii) identify attractive loan and investment opportunities.

 

The Company may not be able to successfully implement its growth strategy if it is unable to identify attractive markets, locations or opportunities to expand in the future, or if the Company is subject to regulatory restrictions on growth or expansion of its operations. The Company’s ability to manage its growth successfully also will depend on whether it can maintain capital levels adequate to support its growth, maintain cost controls and asset quality and successfully integrate any businesses the Company acquires into its organization. As the Company identifies opportunities to implement its growth strategy by opening new branches or acquiring branches or other banks, it may incur increased personnel, occupancy and other operating expenses. In the case of new branches, the Company must absorb those higher expenses while it begins to generate new deposits, and there is a further time lag involved in redeploying new deposits into attractively priced loans and other higher yielding assets.

 

The Company may consider acquiring other businesses or expanding into new product lines that it believes will help it fulfill its strategic objectives. The Company expects that other banking and financial companies, some of which have significantly greater resources, will compete with it to acquire financial services businesses. This competition could increase prices for potential acquisitions that the Company believes are attractive. Acquisitions may also be subject to various regulatory approvals. If the Company fails to receive the appropriate regulatory approvals, it will not be able to consummate acquisitions that it believes are in its best interests.

 

When the Company enters into new markets or new lines of business, its lack of history and familiarity with those markets, clients and lines of business may lead to unexpected challenges or difficulties that inhibit its success. The Company’s plans to expand could depress earnings in the short run, even if it efficiently executes a growth strategy leading to long-term financial benefits.

The success of the Company’s strategy depends on its ability to identify and retain individuals with experience and relationships in its markets.

In order to be successful, the Company must identify and retain experienced key management members and sales staff with local expertise and relationships. Competition for qualified personnel is intense and there is a limited number of qualified persons with knowledge of and experience in the community banking and mortgage industry in the Company’s chosen geographic market. Even if the Company identifies individuals that it believes could assist it in building its franchise, it may be unable to recruit these individuals away from their current employers. In addition, the process of identifying and recruiting individuals with the combination of skills and attributes required to carry out the Company’s strategy is often lengthy. The Company’s inability to identify, recruit and retain talented personnel could limit its growth and could materially adversely affect its business, financial condition and results of operations.

Operational Risks

The Company is subject to a variety of operational risks, including reputational risk, legal and compliance risk, and the risk of fraud or theft by employees or outsiders.

The Company is exposed to many types of operational risks, including reputational risk, legal and compliance risk, the risk of fraud or theft by employees or outsiders, unauthorized transactions by employees, operational errors, clerical or record-keeping errors, and errors resulting from faulty or disabled computer or communications systems.

 

Reputational risk, or the risk to the Company’s earnings and capital from negative public opinion, could result from the Company’s actual or alleged conduct in any number of activities, including lending practices, corporate governance, and from actions taken by government regulators and community organizations in response to those activities. Negative public opinion can adversely affect the Company’s ability to attract and keep customers and employees and can expose it to litigation and regulatory action.

 

Further, if any of the Company’s financial, accounting, or other data processing systems fail or have other significant issues, the Company could be adversely affected. The Company depends on internal systems and outsourced technology to support these data storage and processing operations. The Company’s inability to use or access these information systems at critical points in time could unfavorably impact the timeliness and efficiency of the Company’s business operations. It could be adversely affected if one of its employees causes a significant operational break-down or failure, either as a result of human error or where an individual purposefully sabotages or fraudulently manipulates its operations or systems. The Company is also at risk of the impact of natural disasters, terrorism and international hostilities on its systems and from the

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effects of outages or other failures involving power or communications systems operated by others. The Company may also be subject to disruptions of its operating systems arising from events that are wholly or partially beyond its control (for example, computer viruses or electrical or communications outages), which may give rise to disruption of service to customers and to financial loss or liability. In addition, there have been instances where financial institutions have been victims of fraudulent activity in which criminals pose as customers to initiate wire and automated clearinghouse transactions out of customer accounts. Although the Company has policies and procedures in place to verify the authenticity of its customers, it cannot guarantee that such policies and procedures will prevent all fraudulent transfers. Such activity can result in financial liability and harm to the Company’s reputation. If any of the foregoing risks materialize, it could have a material adverse effect on the Company’s business, financial condition and results of operations.

 

Changes in accounting standards could impact reported earnings.

The authorities that promulgate accounting standards, including the FASB, the SEC and other regulatory authorities, periodically change the financial accounting and reporting standards that govern the preparation of the Company’s consolidated financial statements. These changes are difficult to predict and can materially impact how the Company records and reports its financial condition and results of operations. In some cases, the Company could be required to apply a new or revised standard retroactively, resulting in the restatement of financial statements for prior periods. Such changes could also require the Company to incur additional personnel or technology costs.

 

Failure to maintain effective systems of internal and disclosure control could have a material adverse effect on the Company’s results of operation and financial condition.

Effective internal and disclosure controls are necessary for the Company to provide reliable financial reports and effectively prevent fraud and to operate successfully as a public company. The Bank is also required to establish and maintain an adequate internal control structure over financial reporting pursuant to regulations of the FDIC. As a public company, the Company is required by the Sarbanes-Oxley Act to design and maintain a system of internal control over financial reporting and include management’s assessment regarding internal control over financial reporting. If the Company cannot provide reliable financial reports or prevent fraud, its reputation and operating results would be harmed. As part of the Company’s ongoing monitoring of internal control, it may discover material weaknesses or significant deficiencies in its internal control that require remediation. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

The Company’s inability to maintain the operating effectiveness of the controls described above could result in a material misstatement to the Company’s financial statements or other disclosures, which could have an adverse effect on its business, financial condition or results of operations. In addition, any failure to maintain effective controls or to timely effect any necessary improvement of the Company’s internal and disclosure controls could, among other things, result in losses from fraud or error, harm the Company’s reputation or cause investors to lose confidence in its reported financial information, all of which could have a material adverse effect on its results of operation and financial condition.

 

The Company depends on the accuracy and completeness of information about clients and counterparties, and the Company’s financial condition could be adversely affected if it relies on misleading or incorrect information.

In deciding whether to extend credit or to enter into other transactions with clients and counterparties, the Company may rely on information furnished to it by or on behalf of clients and counterparties, including financial statements and other financial information, which it does not independently verify. The Company also may rely on representations of clients and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. For example, in deciding whether to extend credit to clients, the Company may assume that a client’s audited financial statements conform with GAAP and present fairly, in all material respects, the financial condition, results of operations and cash flows of that client. The Company’s financial condition and results of operations could be negatively impacted to the extent it relies on financial statements that do not comply with GAAP or are materially misleading.

 

The Company’s success depends on its management team, and the unexpected loss of any of these personnel could adversely affect operations.

The Company’s success is, and is expected to remain, highly dependent on its management team. This is particularly true because, as a community bank, the Company depends on the management team’s ties to the community and customer relationships to generate business. The Company’s growth will continue to place significant demands on management, and the loss of any such person’s services may have an adverse effect upon growth and profitability. If the Company fails to retain or continue to recruit qualified employees, growth and profitability could be adversely affected.

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The Company relies on other companies to provide key components of its business infrastructure.

Third parties provide key components of the Company’s business operations such as data processing, recording and monitoring transactions, online banking interfaces and services, internet connections and network access. While the Company has selected these third-party vendors carefully, it does not control their actions. Any problem caused by these third parties, including poor performance of services, failure to provide services, disruptions in communication services provided by a vendor and failure to handle current or higher volumes, could adversely affect the Company’s ability to deliver products and services to its customers and otherwise conduct its business, and may harm its reputation. Financial or operational difficulties of a third-party vendor could also hurt the Company’s operations if those difficulties interfere with the vendor’s ability to serve the Company. Replacing these third-party vendors could also create significant delay and expense. Accordingly, use of such third-parties creates an unavoidable inherent risk to the Company’s business operations.

 

The soundness of other financial institutions could adversely affect the Company.

The Company’s ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. The Company has exposure to many different industries and counterparties, and routinely executes transactions with counterparties in the financial industry. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by the Company or by other institutions. Many of these transactions expose the Company to credit risk in the event of default of its counterparty or client. In addition, credit risk may be exacerbated when the collateral held cannot be realized upon or is liquidated at prices insufficient to recover the full amount of the financial instrument exposure due. There is no assurance that any such losses would not materially and adversely affect results of operations.

 

The Company’s operations may be adversely affected by cybersecurity risks.

In the ordinary course of business, the Company collects and stores sensitive data, including proprietary business information and personally identifiable information related to its customers and employees in systems and on networks. The secure processing, maintenance, and use of this information is critical to operations and the Company’s business strategy. The Company has invested in accepted technologies, and continually reviews processes and practices that are designed to protect its networks, computers, and data from damage or unauthorized access. Despite these security measures, the Company’s computer systems and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. A breach of any kind could compromise systems and the information stored there could be accessed, damaged or disclosed. A breach in security could result in legal claims, regulatory penalties, disruption in operations, and damage to the Company’s reputation, which could adversely affect its business and financial condition. Furthermore, as cyber threats continue to evolve and increase, the Company may be required to expend significant additional financial and operational resources to modify or enhance its protective measures, or to investigate and remediate any identified information security vulnerabilities.

 

In addition, multiple major U.S. retailers have experienced data systems incursions reportedly resulting in the thefts of credit and debit card information, online account information and other financial or privileged data. Retailer incursions affect cards issued and deposit accounts maintained by many banks, including Virginia National Bank. Although the Company’s systems are not breached in retailer incursions, these events can cause it to reissue a significant number of cards and take other costly steps to avoid significant theft loss to the Company and its customers. In some cases, the Company may be required to reimburse customers for the losses they incur. Other possible points of intrusion or disruption not within the Company’s control include internet service providers, electronic mail portal providers, social media portals, distant-server (cloud) service providers, electronic data security providers, data processing service providers, telecommunications companies, and smart phone manufacturers.

 

26


 

Consumers may increasingly decide not to use banks to complete their financial transactions, which would have a material adverse impact on the Company’s financial condition and operations.

Technology and other changes are allowing parties to complete financial transactions through alternative methods that historically have involved banks. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts, mutual funds or general-purpose reloadable prepaid cards. Consumers can also complete transactions such as paying bills or transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries, known as “disintermediation,” could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower cost of deposits as a source of funds could have a material adverse effect on the Company’s financial condition and results of operations.

 

The Company’s ability to operate profitably may be dependent on its ability to integrate or introduce various technologies into its operations.

The market for financial services, including banking and consumer finance services, is increasingly affected by advances in technology, including developments in telecommunications, data processing, computers, automation, online banking and tele-banking. The Company’s ability to compete successfully in its market may depend on the extent to which it is able to implement or exploit such technological changes. If the Company is not able to afford such technologies, properly or timely anticipate or implement such technologies, or effectively train its staff to use such technologies, its business, financial condition or operating results could be adversely affected.

 

Legal, Regulatory and Compliance Risks

The Company operates in a highly regulated industry and the laws and regulations that govern the Company’s operations, corporate governance, executive compensation and financial accounting, or reporting, including changes in them or the Company’s failure to comply with them, may adversely affect the Company.

The Company is subject to extensive regulation and supervision that govern almost all aspects of its operations. These laws and regulations, among other matters, prescribe minimum capital requirements, impose limitations on the Company’s business activities, limit the dividends or distributions that it can pay, restrict the ability of institutions to guarantee its debt and impose certain specific accounting requirements that may be more restrictive and may result in greater or earlier charges to earnings or reductions in its capital than GAAP. Compliance with laws and regulations can be difficult and costly, and changes to laws and regulations often impose additional compliance costs.

 

The Company is currently facing increased regulation and supervision of its industry as a result of the financial crisis in the banking and financial markets. The Dodd-Frank Act instituted major changes to the banking and financial institutions regulatory regimes. Other changes to statutes, regulations or regulatory policies or supervisory guidance, including changes in interpretation or implementation of statutes, regulations, policies or supervisory guidance, could affect the Company in substantial and unpredictable ways. Such additional regulation and supervision has increased, and may continue to increase, the Company’s costs and limit its ability to pursue business opportunities. Further, the Company’s failure to comply with these laws and regulations, even if the failure was inadvertent or reflects a difference in interpretation, could subject it to restrictions on its business activities, fines and other penalties, any of which could adversely affect the Company’s results of operations, capital base and the price of its securities. Further, any new laws, rules and regulations could make compliance more difficult or expensive or otherwise adversely affect the Company’s business and financial condition.

 

Regulations issued by the CFPB could adversely impact earnings due to, among other things, increased compliance costs or costs due to noncompliance.

The CFPB has broad rulemaking authority to administer and carry out the provisions of the Dodd-Frank Act with respect to financial institutions that offer covered financial products and services to consumers. The CFPB has also been directed to write rules identifying practices or acts that are unfair, deceptive or abusive in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service. For example, the CFPB issued a final rule, effective January 10, 2014, requiring mortgage lenders to make a reasonable and good faith determination based on verified and documented information that a consumer applying for a mortgage loan has a reasonable ability to repay the loan according to its terms, or to originate “qualified mortgages” that meet specific requirements with respect to terms, pricing and fees. The rule also contains additional disclosure requirements at mortgage loan origination and in monthly statements. The requirements under the CFPB’s regulations and policies could limit the Company’s ability to make certain types of loans or loans to certain borrowers, or could make it more expensive and/or time consuming to make these loans, which could adversely impact the Company’s profitability.

27


 

 

The Company is subject to laws regarding the privacy, information security and protection of personal information and any violation of these laws or another incident involving personal, confidential or proprietary information of individuals could damage the Company’s reputation and otherwise adversely affect its business.

The Company’s business requires the collection and retention of large volumes of customer data, including PII in various information systems that the Company maintains and in those maintained by third party service providers. The Company also maintains important internal company data such as PII about its employees and information relating to its operations. The Company is subject to complex and evolving laws and regulations governing the privacy and protection of PII of individuals (including customers, employees and other third-parties). For example, the Company’s business is subject to the Gramm-Leach-Bliley Act of 1999, which, among other things: (i) imposes certain limitations on the Company’s ability to share nonpublic PII about its customers with nonaffiliated third parties; (ii) requires that the Company provides certain disclosures to customers about its information collection, sharing and security practices and affords customers the right to “opt out” of any information sharing by it with nonaffiliated third parties (with certain exceptions); and (iii) requires that the Company develops, implements and maintains a written comprehensive information security program containing appropriate safeguards based on the Company’s size and complexity, the nature and scope of its activities, and the sensitivity of customer information it processes, as well as plans for responding to data security breaches. Various federal and state banking regulators and states have also enacted data breach notification requirements with varying levels of individual, consumer, regulatory or law enforcement notification in the event of a security breach. Ensuring that the Company’s collection, use, transfer and storage of PII complies with all applicable laws and regulations can increase the Company’s costs. Furthermore, the Company may not be able to ensure that customers and other third parties have appropriate controls in place to protect the confidentiality of the information that they exchange with us, particularly where such information is transmitted by electronic means. If personal, confidential or proprietary information of customers or others were to be mishandled or misused, the Company could be exposed to litigation or regulatory sanctions under privacy and data protection laws and regulations. Concerns regarding the effectiveness of the Company’s measures to safeguard PII, or even the perception that such measures are inadequate, could cause the Company to lose customers or potential customers and thereby reduce its revenues. Accordingly, any failure, or perceived failure, to comply with applicable privacy or data protection laws and regulations may subject the Company to inquiries, examinations and investigations that could result in requirements to modify or cease certain operations or practices or in significant liabilities, fines or penalties, and could damage the Company’s reputation and otherwise adversely affect its operations, financial condition and results of operations.

 

The Company’s business and earnings are impacted by governmental, fiscal and monetary policy over which it has no control.

The Company is affected by domestic monetary policy. The Federal Reserve regulates the supply of money and credit in the United States, and its policies determine in large part the Company’s cost of funds for lending, investing and capital raising activities and the return it earns on those loans and investments, both of which affect the Company’s net interest margin. The actions of the Federal Reserve also can materially affect the value of financial instruments that the Company holds, such as loans and debt securities, and also can affect the Company’s borrowers, potentially increasing the risk that they may fail to repay their loans. The Company’s business and earnings also are affected by the fiscal or other policies that are adopted by various regulatory authorities of the United States. Changes in fiscal or monetary policy are beyond the Company’s control and hard to predict.

Risks Related to the Company’s Common Stock

 

The Company is not obligated to pay dividends and its ability to pay dividends is limited.

The Company’s ability to make dividend payments on its common stock depends primarily on certain regulatory considerations and the receipt of dividends and other distributions from the Bank. There are various regulatory restrictions on the ability of banks, such as the Bank, to pay dividends or make other payments to their holding companies. The Company is currently paying a quarterly cash dividend to holders of its common stock at a rate of $0.30 per share. Although the Company has paid a quarterly cash dividend to the holders of its common stock since July 2013, holders of its common stock are not entitled to receive dividends, and the Company is not obligated to pay dividends in any particular amounts or at any particular times. Regulatory, economic and other factors may cause the Company’s Board to consider, among other things, the reduction of dividends paid on its common stock.

 

Future issuances of the Company’s common stock could adversely affect the market price of the common stock and could be dilutive.

 

28


 

The Company’s Board, without the approval of shareholders, could from time to time decide to issue additional shares of common stock or shares of preferred stock, which may adversely affect the market price of the shares of common stock and could be dilutive to the Company’s shareholders. Any sale of additional shares of the Company’s common stock may be at prices lower than the current market value of the Company’s shares. In addition, new investors may have rights, preferences and privileges that are senior to, and that could adversely affect, the Company’s existing shareholders. For example, preferred stock would be senior to common stock in right of dividends and as to distributions in liquidation. The Company cannot predict or estimate the amount, timing, or nature of its future offerings of equity securities. Thus, the Company’s shareholders bear the risk of future offerings diluting their stock holdings, adversely affecting their rights as shareholders, and/or reducing the market price of the Company’s common stock.

 

An investment in the Company’s common stock is not an insured deposit.

The Company’s common stock is not a bank deposit and, therefore, it is not insured against loss by the FDIC or by any other public or private entity. An investment in the Company’s common stock is inherently risky for the reasons described in this “Risk Factors” section and elsewhere in this report and is subject to the same market forces that affect the price of common stock in any company and, as a result, shareholders may lose some or all of their investment.

 

The Company qualifies as a “smaller reporting company,” and the reduced disclosure obligations applicable to smaller reporting companies may make its common stock less attractive to investors.

The Company is a “smaller reporting company” as defined in federal securities laws, and will remain a smaller reporting company until the fiscal year following the determination that the market value of its voting and non-voting common shares held by non-affiliates is more than $250 million measured on the last business day of its second fiscal quarter, or its annual revenues are less than $100 million during the most recently completed fiscal year and the market value of its voting and non-voting common shares held by non-affiliates is more than $700 million measured on the last business day of its second fiscal quarter. Smaller reporting companies have reduced disclosure obligations, such as an exemption from providing selected financial data and an ability to provide simplified executive compensation information and only two years of audited financial statements. If some investors find the Company’s common stock less attractive because the Company may rely on these reduced disclosure obligations, there may be a less active trading market for its common stock and its stock price may be more volatile.

General Risk Factors

The ongoing COVID-19 pandemic and measures intended to prevent its spread may adversely affect the Company’s business, financial condition and operations; the extent of such impacts are highly uncertain and difficult to predict.

Global health and economic concerns relating to the COVID-19 pandemic and government actions taken to reduce the spread of the virus have had a material adverse impact on the macroeconomic environment, and the outbreak has significantly increased economic uncertainty. The pandemic has resulted in federal, state and local authorities, including those who govern the markets in which it operates, implementing numerous measures to try to contain the virus. These measures, including shelter in place orders and business limitations and shutdowns, have significantly contributed to rising unemployment and negatively impacted consumer and business spending.

 

The COVID-19 pandemic has adversely impacted and may continue to adversely impact the Company’s workforce and operations and the operations of its customers and business partners. In particular, the Company may experience adverse effects due to a number of operational factors impacting it or its customers or business partners, including but not limited to: (i) loan losses resulting from financial stress experienced by the Company’s borrowers, especially those operating in industries hardest hit by government measures to contain the spread of the virus; (ii) collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase; (iii) as a result of the decline in the Federal Reserve’s target federal funds rate, the yield on the Company’s assets may decline to a greater extent than the decline in its cost of interest-bearing liabilities, reducing net interest margin and spread, and reducing net income; (iv) operational failures, disruptions or inefficiencies due to changes in the Company’s normal business practices necessitated by its internal measures to protect employees and government-mandated measures intended to slow the spread of the virus; (v) possible business disruptions experienced by the Company’s vendors and business partners in carrying out work that supports its operations; (vi) decreased demand for the Company’s products and services due to economic uncertainty, volatile market conditions and temporary business closures; (vii) potential financial liability, loan losses, litigation costs or reputational damage resulting from the Company’s origination of loans as a participating lender in the PPP as administered through the SBA; and (viii) heightened levels of cyber and payment fraud, as cyber criminals try to take advantage of the disruption and increased online activity brought about by the pandemic.

 

29


 

The extent to which the pandemic impacts the Company’s business, liquidity, financial condition and operations will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, its duration and severity, the actions to contain it or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. In addition, the rapidly changing and unprecedented nature of COVID-19 heightens the inherent uncertainty of forecasting future economic conditions and their impact on the Company’s loan portfolio, thereby increasing the risk that the assumptions, judgments and estimates used to determine the ALLL and other estimates are incorrect. Further, the Company’s loan deferral program could delay or make it difficult to identify the extent of asset quality deterioration during the deferral period. As a result of these and other conditions, the ultimate impact of the pandemic is highly uncertain and subject to change, and the Company cannot predict the full extent of the impacts on its business, its operations or the global economy as a whole. To the extent any of the foregoing risks or other factors that develop as a result of COVID-19 materialize, it could exacerbate the other risk factors discussed in this report or otherwise and materially and adversely affect the Company’s business, liquidity, financial condition and results of operations.

 

The Company is exposed to risk of environmental liabilities with respect to properties to which it takes title.

In the course of its business, the Company may foreclose and take title to real estate, potentially becoming subject to environmental liabilities associated with the properties. The Company may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs or the Company may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. Costs associated with investigation or remediation activities can be substantial. If the Company is the owner or former owner of a contaminated site, it may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. These costs and claims could adversely affect the Company’s business.

Severe weather, earthquakes, other natural disasters, pandemics, acts of war or terrorism and other external events could significantly impact our business.

Severe weather, earthquakes, other natural disasters, pandemics (such as the COVID-19 pandemic), acts of war or terrorism and other adverse external events could have a significant impact on our ability to conduct business. Such events could affect the stability of our deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, results in loss of revenue and/or cause the Company to incur additional expenses. Although management has established disaster recovery policies and procedures, the occurrence of any such events could have a material adverse effect on our business, financial condition and results of operations.

Item 1B. UNRESOLVED STAFF COMMENTS.

None

Item 2. PROPERTIES.

The Company and its subsidiaries currently occupy sixteen full-service banking facilities in the cities of Charlottesville, Manassas, Richmond and Winchester, and the counties of Albemarle, Fauquier and Prince William. The Company’s main office, a full-service banking facility, operations, and offices of both Masonry Capital and Sturman Wealth are located at 404 People Place, Charlottesville, Virginia. VNB Trust and Estate Services is located at 103 Third Street, SE, Charlottesville, Virginia. Of the fifteen locations used as bank branches and commercial lending offices, eight of the buildings are owned by the Company and seven are leased from nonaffiliates. Leases with affiliates are described below.

The five-story building located at 404 People Place, Charlottesville, Virginia, just east of the Charlottesville city limits on Pantops Mountain, was constructed by the Bank on a pad site leased in 2005 from Pantops Park, LLC for a term of twenty years, with seven five-year renewal options. William D. Dittmar, Jr., a director of the Company, is the manager and indirect owner of Pantops Park, LLC. The building, consisting of approximately 43,000 square feet, was completed in early 2008, and the Bank opened this full-service office in April 2008. In addition to the Company’s use of this building as outlined in the preceding paragraph, a portion of the additional space is leased to tenants.

The drive-through location at 301 East Water Street, Charlottesville, which is a limited-service banking facility, and the adjoining office space located at 112 Third Street, SE, Charlottesville Virginia is leased from East Main Investments, LLC. Hunter E. Craig, a director of the Company and the Bank, serves as manager of East Main Investments, LLC, which is owned by Mr. Craig and his spouse.

See Note 6 – Premises and Equipment and Note 7 – Leases in the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data for information with respect to the amounts at which the Company’s premises and equipment are carried and commitments under long-term leases. All of the Company's properties are in good operating condition and are adequate for the Company's present and anticipated future needs.

30


 

In the ordinary course of its operations, the Company and/or its subsidiaries are parties to various legal proceedings from time to time. Based on the information presently available, and after consultation with legal counsel, management believes that the ultimate outcome of such proceedings, in the aggregate, will not have a material adverse effect on the business or financial condition of the Company and its subsidiaries.

Item 4. MINE SAFETY DISCLOSURES.

Not applicable

31


 

Part II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Common Stock Performance and Dividends

Virginia National Bankshares Corporation’s common stock is listed for trading on the NASDAQ Capital Market under the symbol VABK. As of December 31, 2021, the Company had issued and outstanding 5,308,335 shares of common stock, which included 37,011 shares of restricted stock that have not yet vested. These shares were held by approximately 680 registered shareholders of record, not including beneficial holders of securities held in street name at a brokerage or other firm.

The payment of dividends is at the discretion of the Company’s Board of Directors and is subject to various federal and state regulatory limitations. As a bank holding company, the ability to pay dividends is dependent upon the overall performance and capital requirements of the Bank.

Prior to April 5, 2021, the Company's common stock was quoted on the OTC Markets Group's OTCQX tier, also under the symbol VABK. The data in the table below represents the high sales and low sales prices that occurred between April 5, 2021 and December 31, 2021 as reported by NASDAQ and the high bid and low bid quotations that occurred between January 1, 2020 and April 1, 2021 as reported by the OTCQX. The OTCQX over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Additionally, the table shows the dividends declared per quarter in 2021 and 2020.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends Declared

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

High

 

 

Low

 

 

High

 

 

Low

 

 

 

 

 

 

 

First Quarter

 

$

31.05

 

 

$

27.00

 

 

$

37.60

 

 

$

24.51

 

 

$

0.30

 

 

$

0.30

 

Second Quarter

 

$

39.18

 

 

$

30.35

 

 

$

25.25

 

 

$

24.00

 

 

$

0.30

 

 

$

0.30

 

Third Quarter

 

$

39.74

 

 

$

33.71

 

 

$

25.50

 

 

$

23.75

 

 

$

0.30

 

 

$

0.30

 

Fourth Quarter

 

$

38.00

 

 

$

33.51

 

 

$

27.50

 

 

$

23.30

 

 

$

0.30

 

 

$

0.30

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1.20

 

 

$

1.20

 

 

American Stock Transfer and Trust Company is the Company’s stock transfer agent and registrar.

Recent Issuances of Unregistered Securities

No unregistered shares were issued in 2020 or 2021.

 

 

Item 6. [RESERVED].

Not applicable.

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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion provides information about the major components of the results of operations and financial condition, liquidity, and capital resources of Virginia National Bankshares Corporation. This discussion and analysis should be read in conjunction with the consolidated financial statements and Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data.

Merger with Fauquier

On April 1, 2021, the Company merged with Fauquier, pursuant to the Agreement and Plan of Reorganization dated October 1, 2020, including a related Plan of Merger. Pursuant to the Merger Agreement, Fauquier shareholders received 0.675 shares of Company stock for each share of Fauquier common stock, with cash paid in lieu of fractional shares, resulting in the Company issuing 2,571,213 shares of common stock. In connection with the transaction, TFB, Fauquier's wholly-owned bank subsidiary, was merged with and into the Bank.

Impact of COVID-19

The COVID-19 pandemic has caused, and will likely continue to cause, economic and social disruption, significantly affecting many industries, including many of our clients. Significant uncertainty exists regarding the magnitude of the impact and duration of this pandemic. Following are brief descriptions of areas within the Company that have been negatively impacted.

Allowance for loan losses - The Company’s consolidated financial statements include estimates and assumptions made by management which affect the reported amounts of assets and liabilities, including the level of the ALLL that is established. The ALLL calculation and resulting provision for loan losses are impacted by changes in economic conditions. During the first and second quarters of 2020, the Company downgraded the economic qualitative factors within its ALLL model in light of the effects of the COVID-19 pandemic on the economy. No additional downgrades of such factors were taken during the third and fourth quarters of 2020,or the first quarter of 2021. During the second quarter of 2021, the Company upgraded the economic qualitative factors, resulting in a release of a portion of the reserves for loan losses related to the pandemic, as credit deterioration since the onset of COVID-19 had not been experienced to the extent anticipated. No additional changes were made to the economic qualitative factors during the third or fourth quarters of 2021. If economic conditions improve or worsen, the Company could experience changes in the required ALLL. It is possible that asset quality metrics could decline in the future if the effects of the COVID-19 pandemic are sustained.

Potential credit exposures - While most industries have been adversely impacted by the COVID-19 pandemic, the Company has exposures on its balance sheet as of December 31, 2021 in the following categories of loans that are considered to have higher risk of significant impact:

Travel accommodations (hotels/motels/B&B) - $29.0 million, or 2.8% of loans,
Restaurants - $19.8 million, or 1.9% of loans,
Retail trade - $13.3 million, or 1.3% of loans,
Arts, entertainment and recreation - $13.0 million, or 1.3% of loans, and
Wholesale trade - $9.5 million, or 0.9% of loans.

Note that the loan balances and percentages above do not include PPP loans made to entities within such categories.

Loan deferrals - In accordance with guidance from regulators and the CARES Act, the Bank worked with borrowers who have been adversely affected by COVID-19 to defer principal only, or principal and interest payments for a 90- to 180-day period. While interest will continue to accrue to income, in accordance with GAAP, if the Company ultimately incurs a credit loss on these deferred payments, interest income would need to be reversed and therefore, interest income in future periods could be negatively affected. Loan deferrals as of December 31, 2021 amount to $1.2 million and consist of only two loans. Both loans are 100% government-guaranteed for which the deferrals were approved by the United States Department of Agriculture. In accordance with interagency guidance issued in March 2020 and the CARES Act, these short-term deferrals are not considered TDRs.

PPP Loans - Primarily within the second quarter of 2020 and the first quarter of 2021, the Company devoted significant resources to accept PPP applications, a program designed to provide a direct incentive for small businesses to keep employees on their payroll. In total, the Company, including the Bank and TFB, funded

33


 

$207.5 million in PPP loans, with average origination fees of 3.9%, assisting many nonprofits and local businesses through this program. As of December 31, 2021, 89.9% of the total dollars of PPP loans had been forgiven by the SBA, with $20.7 million outstanding. Loans funded through the PPP are fully guaranteed by the U.S. government. The Company believes that it performed the required due diligence pursuant to the established SBA criteria; nonetheless, if a determination is made that certain loans did not meet the criteria established for the program, the Company may be required to establish additional ALLL through provision for loan loss expense, which will negatively impact net income.

Credit quality standards - Throughout the onset of this pandemic, the Company has maintained its high standards of credit quality on organic loan funding to limit credit risk exposure.

Capital and Liquidity

As of December 31, 2021, capital ratios of the Company were in excess of regulatory requirements. While currently included in the category of “well capitalized” by bank regulators, a prolonged economic recession could adversely impact reported and regulatory capital ratios.

The Company maintains access to multiple sources of liquidity. Management has also enhanced its capital, liquidity, loan and deposit stress tests, as well as capital and liquidity contingency plans to validate how the Company can react effectively to the economic downturn caused by this pandemic and other potential impacts on the economy.

Goodwill

As of December 31, 2021, the goodwill on the Company's balance sheet was not deemed to be impaired. However, management may determine that goodwill is required to be evaluated for impairment in the future due to the presence of a triggering event, which may have a negative impact on the Company’s results of operations.

Operations, Processes, Controls and Business Continuity Plan

The Company reacted quickly to the COVID-19 pandemic and began internal social distancing in mid-March 2020, as well as distancing from the public by keeping drive-thru services available, and encouraging customers to conduct transactions at ATMs, through online banking and the mobile app. The Company also increased consumer and business mobile deposit limits to encourage customers to make deposits remotely from the safety of their home or business. The Company implemented a schedule whereby most staff members worked remotely, allowing the remaining essential staff to create more distance between each other within the offices. The Company temporarily increased the number of staff in the client service center to assist more customers by telephone and encourage them to utilize online and mobile banking. The client service center was also temporarily moved to a larger location to allow for appropriate social distancing. In addition, the Company enhanced disinfecting procedures to include hospital-grade cleaning solution and foggers, increased the frequency of cleaning and issued personal protective equipment, including N-95 and disposable face masks, face shields, sneeze guards, gloves and thermometers, to employees, along with specific instructions for use, to enhance their safety. The Company also installed disinfecting protective strips to high touch areas, placed free-standing air filter machines throughout our facilities, purchased COVID-19 instant test kits for on-site testing and provided antibody testing options to all employees. Management provides frequent email communications and social media updates regarding COVID-19, helpful tips and status of Company initiatives, as well as warning customers of potential scams during this pandemic.

The Company’s preparedness resulted in minimal impact to the Company’s operations as a result of the COVID-19 pandemic. Effective and thorough business continuity planning allowed for successful deployment of most employees to work in a remote environment. No material operational or internal control risks have been identified to date, and the Company has enhanced fraud-related controls.

Application of Critical Accounting Policies and Critical Accounting Critical Estimates

The accounting and reporting policies followed by the Company conform, in all material respects, to GAAP and to general practices within the financial services industry. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. While the Company bases estimates on historical experience, current information, and other factors deemed to be relevant, actual results could differ from those estimates.

34


 

The Company considers accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on the Company’s financial statements. The Company’s accounting policies are fundamental to understanding management’s discussion and analysis of financial condition and results of operations.

Following are the accounting policies and estimates that the Company considers as critical:

Loans acquired in a business combination: Acquired Loans are classified as either (i) purchased credit-impaired loans or (ii) purchased performing loans and are recorded at fair value on the date of acquisition. PCI loans are those for which there is evidence of credit deterioration since origination and for which it is probable at the date of acquisition that the Company will not collect all contractually required principal and interest payments. When determining fair value, PCI loans are aggregated into pools of loans based on common risk characteristics as of the date of acquisition such as loan type, date of origination, and evidence of credit quality deterioration such as internal risk grades and past due and nonaccrual status. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the “nonaccretable difference.” Any excess of cash flows expected at acquisition over the estimated fair value is referred to as the “accretable yield” and is recognized as interest income over the remaining life of the loan when there is a reasonable expectation about the amount and timing of such cash flows.

On a semi-annual basis, the Company evaluates the estimate of cash flows expected to be collected on PCI loans. Estimates of cash flows for PCI loans require significant judgment. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses resulting in an increase to the allowance for loan losses. Subsequent significant increases in cash flows may result in a reversal of post-acquisition provision for loan losses or a transfer from nonaccretable difference to accretable yield that increases interest income over the remaining life of the loan or pool(s) of loans. Disposals of loans, which may include sale of loans to third parties, receipt of payments in full or in part from the borrower or foreclosure of the collateral, result in removal of the loan from the PCI loan portfolio at its carrying amount.

PCI loans are not classified as nonperforming loans by the Company at the time they are acquired, regardless of whether they had been classified as nonperforming by the previous holder of such loans, and they will not be classified as nonperforming so long as, at semi-annual re-estimation periods, we believe we will fully collect the new carrying value of the pools of loans.

The Company accounts for purchased performing loans using the contractual cash flows method of recognizing discount accretion based on the Acquired Loans’ contractual cash flows. Purchased performing loans are recorded at fair value, including a credit discount. The fair value discount is accreted as an adjustment to yield over the estimated lives of the loans. There is no allowance for loan losses established at the acquisition date for purchased performing loans. A provision for loan losses may be required for any deterioration in these loans in future periods.

Allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses that are inherent in the loan portfolio. Accounting policies related to the allowance for loan losses are considered to be critical, as these policies involve considerable subjective judgment and estimation by management. The Company’s allowance for loan loss methodology includes allowance allocations calculated in accordance with ASC Topic 310, “Receivables” and allowance allocations calculated in accordance with ASC Topic 450, “Contingencies.” The level of the allowance reflects management’s continuing evaluation of: industry concentrations; specific credit risks; loan loss experience; current loan portfolio quality; present economic, political and regulatory conditions; and unidentified losses inherent in the current loan portfolio, as well as trends in the foregoing. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Company’s control, including the performance of the Company’s loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications. See the section captioned “Allowance for Loan Losses” elsewhere in this discussion and Note 4 – Loans and Note 5 – Allowance for Loan Losses in the Notes to Consolidated Financial Statements, included in Item 8. Financial Statements and Supplementary Data, elsewhere in this report for further details of the risk factors considered by management in estimating the necessary level of the allowance for loan losses.
Impaired loans are loans so designated when, based on current information and events, it is probable the Company will be unable to collect all amounts when due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net of the impairment, using either the present value of estimated future cash flows at the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income. Additional information on impaired loans, which includes both TDRs and

35


 

non-accrual loans, is included in Note 4 – Loans and Note 5 – Allowance for Loan Losses, in the Notes to Consolidated Financial Statements.
Fair value measurements are used by the Company to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realized value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Additional discussion of valuation methodologies is presented in Note 17 – Fair Value Measurements, in the Notes to Consolidated Financial Statements.
Other-than-temporary impairment of securities accounting policies require a periodic review by management to determine if the decline in the fair value of any security appears to be other-than-temporary. Factors considered in determining whether the decline is other-than-temporary include, but are not limited to: the length of time and the extent to which fair value has been below cost; the financial condition and near-term prospects of the issuer; and the Company’s intent to sell. See Note 1 – Summary of Significant Accounting Policies and Note 3 – Securities, in the Notes to Consolidated Financial Statements, for further details on the accounting policies for other-than-temporary impairment of securities and the methodology used by management to make this evaluation.
Intangible asset accounting policies require that goodwill and other intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually, or more frequently if events and circumstances exist that indicate that a goodwill impairment test should be performed. Intangible assets with definite useful lives are amortized over their estimated useful lives, which range from 3 to 10 years, to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on the Company’s Consolidated Balance Sheets. Additional discussion of the accounting policies and composition of goodwill and other intangibles assets is presented in Note 1 – Summary of Significant Accounting Policies, Note 2 - Business Combinations and Note 8 – Goodwill and Other Intangible Assets, in the Notes to Consolidated Financial Statements.
Income tax accounting policies have the objective to recognize the amount of taxes payable or refundable for the current year and the deferred tax assets and liabilities for future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. Fluctuations in the actual outcome of these future tax consequences could impact the Company’s consolidated financial condition or results of operations.

See Note 1 – Summary of Significant Accounting Policies and Note 11 – Income Taxes, in the Notes to Consolidated Financial Statements, for further detail on the accounting policies for income taxes and for components of the deferred tax assets and liabilities.

Non-GAAP Presentations

The accounting and reporting policies of the Company conform to GAAP and prevailing practices in the banking industry. However, certain non-GAAP measures are used by management to supplement the evaluation of the Company’s performance. These include adjusted ROAA, adjusted ROAE, adjusted net income, adjusted earnings per share, adjusted ALLL to total loans, tangible book value per share and the following fully-taxable equivalent measures: net interest income-FTE, efficiency ratio-FTE and net interest margin-FTE. Interest on tax-exempt loans and securities is presented on a taxable-equivalent basis (which converts the income on loans and investments for which no income taxes are paid to the equivalent yield as if income taxes were paid) using the federal corporate income tax rate of 21 percent that was applicable for all periods presented.

​Management believes that the use of these non-GAAP measures provides meaningful information about operating performance by enhancing comparability with other financial periods, other financial institutions, and between different sources of interest income. The non-GAAP measures used by management enhance comparability by excluding the effects of (1) items that do not reflect ongoing operating performance, such as merger and merger-related expenses, (2) items that do not reflect the implicit percentage of the ALLL to total loans, such as the impact of fair value adjustment and PPP loans, (3) balances of intangible assets, including goodwill, that vary significantly between institutions, and (4) tax benefits that are not consistent across different opportunities for investment. These non-GAAP financial measures should not be considered an alternative to GAAP-basis financial statements, and other banks and bank holding companies may define or calculate these or similar measures differently. Net income is discussed in Management’s Discussion and Analysis on a GAAP basis unless noted as “non-GAAP.”

 

36


 

A reconcilement of the non-GAAP financial measures used by the Company to evaluate and measure the Company's performance to the most directly comparable GAAP financial measures is presented below:

 

(Dollars in thousands, except per share data)

 

 

 

 

 

 

Reconcilement of Non-GAAP Measures:

 

Year Ended December 31

 

 

 

2021

 

 

2020

 

Performance measures

 

 

 

 

 

 

Return on average assets

 

 

0.61

%

 

 

1.00

%

Impact of merger expenses 1

 

 

0.33

%

 

 

0.09

%

Operating return on average assets 1 (non-GAAP)

 

 

0.94

%

 

 

1.09

%

 

 

 

 

 

 

 

Return on average equity

 

 

7.17

%

 

 

10.01

%

Impact of merger expenses 1

 

 

3.91

%

 

 

0.88

%

Operating return on average equity 1 (non-GAAP)

 

 

11.08

%

 

 

10.89

%

 

 

 

 

 

 

 

Net income

 

$

10,071

 

 

$

7,978

 

Impact of merger expenses 1

 

 

5,495

 

 

 

704

 

Net income, excluding merger expenses 1 (non-GAAP)

 

$

15,566

 

 

$

8,682

 

 

 

 

 

 

 

 

Net income per share, diluted

 

$

2.14

 

 

$

2.95

 

Impact of merger expenses 1

 

 

1.17

 

 

 

0.26

 

Net income per share, excluding merger expenses 1 (non-GAAP)

 

$

3.32

 

 

$

3.21

 

 

 

 

 

 

 

 

Fully taxable-equivalent measures

 

 

 

 

 

 

Net interest income

 

$

44,988

 

 

$

23,879

 

Fully taxable-equivalent adjustment

 

 

271

 

 

 

126

 

Net interest income (FTE) 2

 

$

45,259

 

 

$

24,005

 

 

 

 

 

 

 

 

Efficiency ratio 3

 

 

76.7

%

 

 

61.7

%

Impact of FTE adjustment

 

 

-0.4

%

 

 

-0.3

%

Efficiency ratio (FTE) 4

 

 

76.3

%

 

 

61.4

%

 

 

 

 

 

 

 

Net interest margin

 

 

2.92

%

 

 

3.16

%

Fully tax-equivalent adjustment

 

 

0.02

%

 

 

0.01

%

Net interest margin (FTE) 2

 

 

2.94

%

 

 

3.17

%

 

 

 

 

 

 

 

Other financial measures

 

 

 

 

 

 

ALLL to total loans

 

 

0.56

%

 

 

0.90

%

Impact of acquired loans and fair value mark

 

 

0.39

%

 

 

0.00

%

ALLL to total loans, excluding acquired loans and fair value mark (non-GAAP)

 

 

0.95

%

 

 

0.90

%

 

 

 

 

 

 

 

ALLL to total loans

 

 

0.56

%

 

 

0.90

%

Impact of PPP loans

 

 

0.02

%

 

 

0.08

%

ALLL to total loans, excluding PPP loans (non-GAAP)

 

 

0.58

%

 

 

0.98

%

 

 

 

 

 

 

 

Book value per share

 

$

30.50

 

 

$

30.43

 

Impact of intangible assets

 

 

(3.14

)

 

 

(0.26

)

Tangible book value per share (non-GAAP)

 

$

27.36

 

 

$

30.17

 

 

1 References to merger expenses include merger and merger-related expenses and are net of tax.

2 FTE calculations use a Federal income tax rate of 21%.

3 The efficiency ratio, GAAP basis, is computed by dividing noninterest expense by the sum of net interest income and noninterest income.

4 The efficiency ratio, FTE, is computed by dividing noninterest expense by the sum of net interest income (FTE) and noninterest income.

37


 

Results of Operations

Consolidated Return on Assets and Equity and Other Key Ratios

The ratio of net income to average total assets and average shareholders' equity and certain other ratios for the years indicated are as follows:

 

 

 

2021

 

 

2020

 

 

Return on average assets

 

 

0.61

%

 

 

1.00

%

 

Operating return on average assets (non-GAAP)

 

 

0.94

%

 

 

1.09

%

 

Return on average equity

 

 

7.17

%

 

 

10.01

%

 

Operating return on average equity (non-GAAP)

 

 

11.08

%

 

 

10.89

%

 

Average equity to average assets

 

 

8.52

%

 

 

10.00

%

 

Cash dividend payout ratio

 

 

55.95

%

 

 

40.82

%

 

Efficiency ratio (FTE)

 

 

76.30

%

 

 

61.40

%

 

 

Net income for the year ended December 31, 2021 was $10.1 million, or $2.14 per diluted share, a 26.2% increase compared to $8.0 million, or $2.95 per diluted share for the year ended December 31, 2020. This $2.1 million increase was primarily the result of a $21.1 million increase in net interest income, a $3.9 million increase in noninterest income, and a $608 thousand reduction in provision for loan losses. Negatively affecting net income for 2021 compared to 2020 was a $23.7 million increase in noninterest expense. Each component of such year-over-year changes are described in more detail below.

The efficiency ratio (FTE) was 76.3% for the year ended December 31, 2021, compared to 61.4% for the same period of 2020, increasing due primarily to the one-time impact of merger and merger-related expenses.

The Company has four reportable segments: the Bank, VNB Trust and Estate Services, Sturman Wealth and Masonry Capital.

Bank - The Bank’s commercial banking activities involve making loans, taking deposits and offering related services to individuals, businesses and charitable organizations. Loan fee income, service charges from deposit accounts, and other non-interest-related revenue, such as fees for debit cards and ATM usage and fees for treasury management services, generate additional income for this segment.
Sturman Wealth AdvisorsThis segment offers wealth and investment advisory services. Revenue for this segment is generated primarily from investment advisory and financial planning fees, with a small and decreasing portion attributable to brokerage commissions. During February 2016, the Company purchased the book of business, including interest in the client relationships, (“Purchased Relationships”), from a current officer (the “Seller”) of the Company pursuant to an employment and asset purchase agreement (the “Purchase Agreement”). Prior to becoming an employee of the Company and until the effective date of the sale, the Seller provided services to the Purchased Relationships as a sole proprietor. Under the terms of the Purchase Agreement, the Company will receive all future revenue for investment management, advisory, brokerage, insurance, consulting, and related services performed for the Purchased Relationships. More information on this purchase can be found under Goodwill and Other Intangible Assets in Note 8 of the Notes to Consolidated Financial Statements, which is found in Item 8. Financial Statements and Supplementary Data.
VNB Trust and Estate Services - This segment offers corporate trustee services, trust and estate administration, IRA administration and custody services and offers in-house investment management services. Revenue for this segment is generated from administration, service and custody fees, as well as management fees which are derived from Assets Under Management. Investment management services currently are offered through affiliated and third-party managers.
Masonry Capital - Masonry Capital offers investment management services for separately managed accounts and a private investment fund employing a value-based, catalyst-driven investment strategy. Revenue for this segment is generated from management fees which are derived from Assets Under Management and incentive income which is based on the investment returns generated on performance-based Assets Under Management.

The Bank segment earned net income of $9.0 million in 2021, a $708 thousand increase over the $8.3 million netted in 2020. Sturman Wealth earned $384 thousand in 2021 compared to $48 thousand in the prior year. VNB Trust and Estate Services realized net income of $162 thousand in 2021, compared to a net loss of $52 thousand in 2020. Masonry Capital realized net income of $561 thousand in 2021, compared to a net loss of $274 thousand in 2020.

Details of the changes in the various components of net income are further discussed below.

38


 

Net Interest Income

Net interest income is computed as the difference between the interest income on earning assets and the interest expense on deposits and other interest bearing liabilities. Net interest income represents the principal source of revenue for the Company and accounted for 81.1% of the total revenue in 2021. Net interest margin (FTE) is the ratio of taxable-equivalent net interest income to average earning assets for the period. The level of interest rates and the volume and mix of earning assets and interest-bearing liabilities impact net interest income (FTE) and net interest margin (FTE).

The following table details the average balance sheet, including an analysis of net interest income (FTE) for earning assets and interest bearing liabilities, for the years ended December 31, 2021, 2020, and 2019.

Consolidated Average Balance Sheets and Analysis of Net Interest Income (FTE)

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

 

 

 

Interest

 

 

Average

 

 

 

 

 

Interest

 

 

Average

 

 

 

 

 

Interest

 

 

Average

 

(Dollars in thousands)

 

Average Balance

 

 

Income
Expense

 

 

Yield/
Cost

 

 

Average Balance

 

 

Income
Expense

 

 

Yield/
Cost

 

 

Average Balance

 

 

Income
Expense

 

 

Yield/
Cost

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable securities

 

$

198,450

 

 

$

2,980

 

 

 

1.50

%

 

$

101,199

 

 

$

1,706

 

 

 

1.69

%

 

$

56,870

 

 

$

1,268

 

 

 

2.23

%

Tax exempt securities 1

 

 

53,716

 

 

 

1,292

 

 

 

2.41

%

 

 

20,195

 

 

 

601

 

 

 

2.98

%

 

 

11,266

 

 

 

368

 

 

 

3.27

%

Total securities 1

 

 

252,166

 

 

 

4,272

 

 

 

1.69

%

 

 

121,394

 

 

 

2,307

 

 

 

1.90

%

 

 

68,136

 

 

 

1,636

 

 

 

2.40

%

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

 

 

808,707

 

 

 

35,303

 

 

 

4.37

%

 

 

404,391

 

 

 

16,680

 

 

 

4.12

%

 

 

361,578

 

 

 

16,397

 

 

 

4.53

%

Commercial

 

 

145,462

 

 

 

5,731

 

 

 

3.94

%

 

 

132,282

 

 

 

5,115

 

 

 

3.87

%

 

 

84,778

 

 

 

3,237

 

 

 

3.82

%

Consumer

 

 

63,039

 

 

 

2,865

 

 

 

4.54

%

 

 

64,181

 

 

 

3,150

 

 

 

4.91

%

 

 

77,419

 

 

 

4,546

 

 

 

5.87

%

Total Loans

 

 

1,017,208

 

 

 

43,899

 

 

 

4.32

%

 

 

600,854

 

 

 

24,945

 

 

 

4.15

%

 

 

523,775

 

 

 

24,180

 

 

 

4.62

%

Fed funds sold

 

 

109,104

 

 

 

139

 

 

 

0.13

%

 

 

34,130

 

 

 

104

 

 

 

0.30

%

 

 

23,873

 

 

 

459

 

 

 

1.92

%

Other interest-bearing deposits

 

 

160,960

 

 

 

233

 

 

 

0.14

%

 

 

-

 

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

-

 

Total earning assets

 

 

1,539,438

 

 

 

48,543

 

 

 

3.15

%

 

 

756,378

 

 

 

27,356

 

 

 

3.62

%

 

 

615,784

 

 

 

26,275

 

 

 

4.27

%

 Less: Allowance for loan losses

 

 

(5,297

)

 

 

 

 

 

 

 

 

(4,886

)

 

 

 

 

 

 

 

 

(4,653

)

 

 

 

 

 

 

Total non-earning assets

 

 

115,193

 

 

 

 

 

 

 

 

 

46,186

 

 

 

 

 

 

 

 

 

44,065

 

 

 

 

 

 

 

Total assets

 

$

1,649,334

 

 

 

 

 

 

 

 

$

797,678

 

 

 

 

 

 

 

 

$

655,196

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest checking

 

$

355,419

 

 

$

261

 

 

 

0.07

%

 

$

132,465

 

 

$

120

 

 

 

0.09

%

 

$

106,103

 

 

$

210

 

 

 

0.20

%

Money market and savings deposits

 

 

529,027

 

 

 

2,047

 

 

 

0.39

%

 

 

261,370

 

 

 

1,704

 

 

 

0.65

%

 

 

181,459

 

 

 

1,829

 

 

 

1.01

%

Time deposits

 

 

152,211

 

 

 

1,108

 

 

 

0.73

%

 

 

100,846

 

 

 

1,454

 

 

 

1.44

%

 

 

119,416

 

 

 

2,146

 

 

 

1.80

%

Total interest-bearing deposits

 

 

1,036,657

 

 

 

3,416

 

 

 

0.33

%

 

 

494,681

 

 

 

3,278

 

 

 

0.66

%

 

 

406,978

 

 

 

4,185

 

 

 

1.03

%

Borrowings

 

 

23,700

 

 

 

(280

)

 

 

-1.18

%

 

 

15,419

 

 

 

73

 

 

 

0.47

%

 

 

3,417

 

 

 

88

 

 

 

2.58

%

Junior subordinated debt

 

 

2,565

 

 

 

148

 

 

 

5.77

%

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total interest-bearing liabilities

 

 

1,062,922

 

 

 

3,284

 

 

 

0.31

%

 

 

510,100

 

 

 

3,351

 

 

 

0.66

%

 

 

410,395

 

 

 

4,273

 

 

 

1.04

%

Non-Interest-Bearing Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

 

434,989

 

 

 

 

 

 

 

 

 

203,143

 

 

 

 

 

 

 

 

 

166,214

 

 

 

 

 

 

 

Other liabilities

 

 

10,875

 

 

 

 

 

 

 

 

 

4,697

 

 

 

 

 

 

 

 

 

4,399

 

 

 

 

 

 

 

Total liabilities

 

 

1,508,786

 

 

 

 

 

 

 

 

 

717,940

 

 

 

 

 

 

 

 

 

581,008

 

 

 

 

 

 

 

Shareholders' equity

 

 

140,548

 

 

 

 

 

 

 

 

 

79,738

 

 

 

 

 

 

 

 

 

74,188

 

 

 

 

 

 

 

Total liabilities & shareholders'
   equity

 

$

1,649,334

 

 

 

 

 

 

 

 

$

797,678

 

 

 

 

 

 

 

 

$

655,196

 

 

 

 

 

 

 

Net interest income (FTE)

 

 

 

 

$

45,259

 

 

 

 

 

 

 

 

$

24,005

 

 

 

 

 

 

 

 

$

22,002

 

 

 

 

Interest rate spread 2

 

 

 

 

 

 

 

 

2.84

%

 

 

 

 

 

 

 

 

2.96

%

 

 

 

 

 

 

 

 

3.23

%

Cost of funds

 

 

 

 

 

 

 

 

0.22

%

 

 

 

 

 

 

 

 

0.47

%

 

 

 

 

 

 

 

 

0.74

%

Interest expense as a
   percentage of average
   earning assets

 

 

 

 

 

 

 

 

0.21

%

 

 

 

 

 

 

 

 

0.44

%

 

 

 

 

 

 

 

 

0.69

%

Net interest margin (FTE) 3

 

 

 

 

 

 

 

 

2.94

%

 

 

 

 

 

 

 

 

3.17

%

 

 

 

 

 

 

 

 

3.57

%

 

(1)
Tax-exempt income for investment securities has been adjusted to a fully tax-equivalent basis (FTE), using a Federal income tax rate of 21%. Refer to the Reconcilement of Non-GAAP Measures table within the Non-GAAP Presentations earlier in this section.
(2)
Interest rate spread is the average yield earned on earning assets less the average rate paid on interest-bearing liabilities.
(3)
Net interest margin (FTE) is net interest income (FTE) expressed as a percentage of average earning assets.

39


 

The purpose of the volume and rate analysis below is to describe the impact on the net interest income (FTE) of the Company resulting from changes in average balances and average interest rates for the periods indicated. The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each. Interest income is reported on a tax-equivalent basis.

Volume and Rate Analysis

2021 compared to 2020

 

 

 

Change due to:

 

 

Increase/

 

(Dollars in thousands)

 

Volume

 

 

Rate

 

 

(Decrease)

 

Assets:

 

 

 

 

 

 

 

Securities

 

$

2,240

 

 

 

(275

)

 

$

1,965

 

Loans:

 

 

 

 

 

 

 

 

 

Real estate

 

 

17,596

 

 

 

1,027

 

 

 

18,623

 

Commercial

 

 

518

 

 

 

98

 

 

 

616

 

Consumer

 

 

(55

)

 

 

(230

)

 

 

(285

)

Total loans

 

 

18,059

 

 

 

895

 

 

 

18,954

 

Federal funds sold

 

 

123

 

 

 

(88

)

 

 

35

 

Other interest-bearing deposits

 

 

233

 

 

 

-

 

 

 

233

 

Total earning assets

 

$

20,655

 

 

$

532

 

 

$

21,187

 

Liabilities and Shareholders' equity:

 

 

 

 

 

 

 

 

 

Interest-bearing deposits:

 

 

 

 

 

 

 

 

 

Interest checking

 

$

168

 

 

 

(27

)

 

$

141

 

Money market and savings

 

 

1,237

 

 

 

(894

)

 

 

343

 

Time deposits

 

 

555

 

 

 

(901

)

 

 

(346

)

Total interest-bearing deposits

 

 

1,960

 

 

 

(1,822

)

 

 

138

 

Short term borrowings

 

 

21

 

 

 

(374

)

 

 

(353

)

Junior subordinated debt

 

 

148

 

 

 

-

 

 

 

148

 

Total interest-bearing liabilities

 

 

2,129

 

 

 

(2,196

)

 

 

(67

)

Change in net interest income

 

$

18,526

 

 

$

2,728

 

 

$

21,254

 

 

40


 

2020 compared to 2019

 

 

 

Change due to:

 

 

Increase/

 

(Dollars in thousands)

 

Volume

 

 

Rate

 

 

(Decrease)

 

Assets:

 

 

 

 

 

 

 

Securities

 

$

1,068

 

 

 

(397

)

 

$

671

 

Loans:

 

 

 

 

 

 

 

 

 

Real estate

 

 

1,842

 

 

 

(1,559

)

 

 

283

 

Commercial

 

 

1,836

 

 

 

42

 

 

 

1,878

 

Consumer

 

 

(712

)

 

 

(684

)

 

 

(1,396

)

Total loans

 

 

2,966

 

 

 

(2,201

)

 

 

765

 

Federal funds sold

 

 

141

 

 

 

(496

)

 

 

(355

)

Total earning assets

 

$

4,175

 

 

$

(3,094

)

 

$

1,081

 

Liabilities and Shareholders' equity:

 

 

 

 

 

 

 

 

 

Interest-bearing deposits:

 

 

 

 

 

 

 

 

 

Interest checking

 

$

43

 

 

 

(133

)

 

$

(90

)

Money market and savings

 

 

648

 

 

 

(773

)

 

 

(125

)

Time deposits

 

 

(305

)

 

 

(387

)

 

 

(692

)

Total interest-bearing deposits

 

 

386

 

 

 

(1,293

)

 

 

(907

)

Other borrowed funds

 

 

104

 

 

 

(119

)

 

 

(15

)

Total interest-bearing liabilities

 

 

490

 

 

 

(1,412

)

 

 

(922

)

Change in net interest income

 

$

3,685

 

 

$

(1,682

)

 

$

2,003

 

 

For 2021, net interest income (FTE) of $45.3 million was recognized, an increase of $21.3 million over 2020. Net interest income (FTE) for 2020 totaled $24.0 million and was $2.0 million increase over the 2019 total of $22.0 million. Average earning assets increased $783.1 million or 103.5% in 2021 compared to 2020 and increased $140.6 million or 22.8% in 2020 compared to 2019. The increases in volume of real estate and commercial loans from 2020 to 2021 were the primary contributing factors of the increase in net interest income. The declines in rates paid on deposits over the same period also positively impacted net interest income. The average balance for loans as a percentage of earnings assets for 2021 was 66.1%, compared to 79.4% and 85.1% in 2020 and 2019, respectively.

The 2021 net interest margin (FTE) declined 23 bps to 2.94% from 3.17% in 2020. The 2020 net interest margin (FTE) declined 40 bps from 3.57% in 2019. The tax-equivalent yield on average earning assets for 2021 of 3.15% was 47 bps lower than the 2020 yield of 3.62%. The 2019 tax-equivalent yield on average earning assets of 4.27% was 65 bps higher than the comparable 2020 yield. Loan yields for 2021 were 4.32%, improving 17 bps from the loan yield of 4.15% for 2020. Average loans for 2021 of $1.0 billion were $416.4 million higher than the 2020 average of $600.9 million, due to the Merger. 2020’s average loan balances were $77.1 million higher than the 2019 average of $523.8 million due to the origination of PPP loans during 2020.

Interest expense as a percentage of average earning assets declined to 21 bps for 2021, compared to 44 and 69 bps for 2020 and 2019, respectively. Net interest margin will be impacted by future changes in short-term and long-term interest rate levels on deposits, as well as the impact from the competitive environment. A continuing primary driver of the Company’s low cost of funds is the Company’s level of non-interest bearing demand deposits and low-cost deposit accounts. Following is a table illustrating the average balances of deposit accounts as a percentage of total deposit account balances.

 

(Dollars in thousands)

 

2021

 

 

2020

 

 

2019

 

 

 

Average
Balance

 

 

% of Total
Deposits

 

 

Average
Balance

 

 

% of Total
Deposits

 

 

Average
Balance

 

 

% of Total
Deposits

 

Non-interest demand deposits

 

$

434,989

 

 

 

29.6

%

 

$

203,143

 

 

 

29.1

%

 

$

166,214

 

 

 

29.0

%

Interest checking accounts

 

 

355,419

 

 

 

24.2

%

 

 

132,465

 

 

 

19.0

%

 

 

106,103

 

 

 

18.5

%

Money market and savings deposit accounts

 

 

529,027

 

 

 

35.9

%

 

 

261,370

 

 

 

37.4

%

 

 

181,459

 

 

 

31.7

%

Total non-interest and low-cost
   deposit accounts

 

$

1,319,435

 

 

 

89.7

%

 

$

596,978

 

 

 

85.5

%

 

$

453,776

 

 

 

79.2

%

Time deposits

 

 

152,211

 

 

 

10.3

%

 

 

100,846

 

 

 

14.5

%

 

 

119,416

 

 

 

20.8

%

Total deposit account balances

 

$

1,471,646

 

 

 

100.0

%

 

$

697,824

 

 

 

100.0

%

 

$

573,192

 

 

 

100.0

%

 

41


 

Provision for Loan Losses

The level of the allowance reflects changes in the size of the portfolio or in any of its components, as well as management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, and economic, political and regulatory conditions. Additional information concerning management’s methodology in determining the adequacy of the allowance for loan losses is contained later in this section under Allowance for Loan Losses, in addition to Note 1 and Note 5 of the Notes to Consolidated Financial Statements, found in Item 8. Financial Statements and Supplementary Data.

Based on management’s continuing evaluation of the loan portfolio in 2021, the Company recorded a provision for loan losses of $1.0 million, compared to a provision of $1.6 million in 2020 and $1.4 million in 2019. The decrease in 2021 is the result of the Company releasing of a portion of the reserves that were added during 2020 since the credit deterioration was not experienced to the extent previously anticipated. The increase in the 2020 provision for loan losses was largely the result of worsening economic qualitative factors associated with COVID-19.

The allowance for loan losses as a percentage of total loans was 0.56% at December 31, 2021 compared to 0.90% at December 31, 2020.

The following is a summary of the changes in the allowance for loan losses for the years ended December 31, 2021, 2020, and 2019:

 

(Dollars in thousands)

 

2021

 

 

2020

 

 

2019

 

Allowance for loan losses, January 1

 

$

5,455

 

 

$

4,209

 

 

$

4,891

 

Charge-offs

 

 

(835

)

 

 

(805

)

 

 

(2,259

)

Recoveries

 

 

350

 

 

 

429

 

 

 

202

 

Provision for loan losses

 

 

1,014

 

 

 

1,622

 

 

 

1,375

 

Allowance for loan losses, December 31

 

$

5,984

 

 

$

5,455

 

 

$

4,209

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses as a percentage
   of period-end total loans

 

 

0.56

%

 

 

0.90

%

 

 

0.78

%

 

Noninterest Income

The major components of noninterest income are detailed below. Year-to-year variances are shown for each noninterest income category.

 

(Dollars in thousands)

 

For the year ended December 31

 

 

Variance

 

 

 

2021

 

 

2020

 

 

$

 

 

%

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

Trust and estate services fees

 

$

1,929

 

 

$

722

 

 

$

1,207

 

 

 

167.2

%

Performance fees

 

 

822

 

 

$

33

 

 

 

789

 

 

 

2390.9

%

Investment management income

 

 

757

 

 

 

378

 

 

 

379

 

 

 

100.3

%

Advisory and brokerage income

 

 

1,154

 

 

 

700

 

 

 

454

 

 

 

64.9

%

Royalty income

 

 

40

 

 

 

103

 

 

 

(63

)

 

 

-61.2

%

Deposit account fees

 

 

1,459

 

 

 

651

 

 

 

808

 

 

 

124.1

%

Debit/credit card and ATM fees

 

 

2,070

 

 

 

612

 

 

 

1,458

 

 

 

238.2

%

Earnings/increase in value of bank owned life
   insurance

 

 

708

 

 

 

437

 

 

 

271

 

 

 

62.0

%

Fees on mortgage sales

 

 

26

 

 

 

77

 

 

 

(51

)

 

 

-66.2

%

Gains on sales and calls of securities

 

 

-

 

 

 

743

 

 

 

(743

)

 

 

-100.0

%

Loan swap fee income

 

 

81

 

 

 

1,313

 

 

 

(1,232

)

 

 

-93.8

%

Other

 

 

1,419

 

 

 

796

 

 

 

623

 

 

 

78.3

%

Total noninterest income

 

$

10,465

 

 

$

6,565

 

 

$

3,900

 

 

 

59.4

%

 

Noninterest income of $10.5 million for the year ended December 31, 2021 experienced a net increase over the prior year of $3.9 million, as a result of the following variances:

Debit/credit card and ATM fees, Trust and estate services fees, deposit accounts fees, advisory and brokerage income and investment management income increased $1.5 million, $1.2 million, $808 thousand, $454 thousand and $379 thousand, respectively, due primarily to the Merger and the addition of Fauquier's customers in each of the respective areas;

42


 

Performance fees on assets under management increased $789 thousand due to improved market conditions period over period;
Earnings from bank owned life insurance increased $271 thousand primarily as a result of the addition of the Fauquier policies;
The above increases were offset by:
Loan swap fee income decreased $1.2 million, as a result of decreased demand of such product due to the interest rate environment, and
Gains on sales and calls of securities decreased $743 thousand, as no securities were sold in 2021.

Noninterest Expense

Noninterest expense of $42.5 million reported for 2021 increased $23.7 million or 126.4% from the $18.8 million for 2020. The major components of noninterest expense are detailed below. Year-over-year variances are shown for each noninterest expense category.

 

(Dollars in thousands)

 

December 31,

 

 

December 31,

 

 

Variance

 

 

 

2021

 

 

2020

 

 

$

 

 

%

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

$

16,129

 

 

$

9,466

 

 

$

6,663

 

 

 

70.4

%

Net occupancy

 

 

3,575

 

 

 

1,908

 

 

 

1,667

 

 

 

87.4

%

Equipment

 

 

966

 

 

 

463

 

 

 

503

 

 

 

108.6

%

Bank franchise tax

 

 

1,136

 

 

 

649

 

 

 

487

 

 

 

75.0

%

Computer software

 

 

1,020

 

 

 

579

 

 

 

441

 

 

 

76.2

%

Data processing

 

 

2,793

 

 

 

1,106

 

 

 

1,687

 

 

 

152.5

%

FDIC deposit insurance assessment

 

 

858

 

 

 

187

 

 

 

671

 

 

 

358.8

%

Marketing, advertising and promotion

 

 

922

 

 

 

409

 

 

 

513

 

 

 

125.4

%

Merger and merger-related expenses

 

 

7,423

 

 

 

988

 

 

 

6,435

 

 

 

651.3

%

Plastics expense

 

 

978

 

 

 

180

 

 

 

798

 

 

 

443.3

%

Professional fees

 

 

1,117

 

 

 

723

 

 

 

394

 

 

 

54.5

%

Core deposit intangible amortization

 

 

1,389

 

 

 

-

 

 

 

1,389

 

 

--

 

Other

 

 

4,216

 

 

 

2,121

 

 

 

2,095

 

 

 

98.8

%

Total noninterest expense

 

$

42,522

 

 

$

18,779

 

 

$

23,743

 

 

 

126.4

%

 

Salaries and employee benefits accounted for the largest increase, increasing 70.4% from $9.5 million in 2020 to $16.1 million in 2021. This increase was due to the Merger and the addition of Fauquier's employees effective April 1, 2021, offset by a reduction in salaries for redundant positions, occurring through the year. At December 31, 2021, the Company had 173 full-time equivalent employees compared to 86 at year-end 2020.

Merger expenses accounted for the next largest increase, amounting to $7.4 million in 2021, compared to $988 thousand in 2020. These expenses included investment banker fees, expenses related to the integration of systems and operations, change of control payments, severance and stay-put bonuses, and legal and consulting expenses, which have been expensed as incurred.

Core deposit intangible amortization expense is a result of the Merger and amounted to $1.4 million in 2021.

Provision for Income Taxes

The provision for income taxes is based upon the results of operations, adjusted for the effect of certain tax-exempt income and non-deductible expenses. In addition, certain items of income and expense are reported in different periods for financial reporting and tax return purposes. The tax effects of these temporary differences are recognized currently in the deferred income tax provision or benefit. Deferred tax assets or liabilities are computed based on the difference between the financial statement and the income tax bases of assets and liabilities using the applicable enacted marginal tax rate.

43


 

For 2021, the Company provided $1.8 million for Federal income taxes, resulting in an effective income tax rate of 15.5%. In 2020, the Company provided $2.1 million for Federal income taxes, resulting in an effective income tax rate of 20.6%. The effective tax rate is lower in 2021 due to the impact of low-income housing tax credits acquired during the Merger, offset by the non-deductibility of certain merger-related expenses for tax purposes. Additionally, the effective income tax rates for 2021 and 2020 were lower than the U.S. statutory rate of 21% due to the effect of tax-exempt income from municipal bonds and bank owned life insurance policies.

More information on income taxes, including net deferred taxes can be found in Note 11 – Income Taxes of the Notes to Consolidated Financial Statements which is found in Item 8. Financial Statements and Supplementary Data.

BALANCE SHEET ANALYSIS

Securities

The investment securities portfolio has a primary role in the management of the Company’s liquidity requirements and interest rate sensitivity, as well as generating significant interest income. Investment securities also play a key role in diversifying the Company’s balance sheet. In addition, a portion of the investment securities portfolio is pledged as collateral for public fund deposits. Changes in deposit and other funding balances and in loan production will impact the overall level of the investment portfolio.

As of December 31, 2021, the Company’s investment portfolio totaled $308.8 million, with obligations of U.S. government corporations and government-sponsored enterprises amounting to $202.5 million, or approximately 66% of the total. The Company’s investment portfolio totaled $177.1 million as of December 31, 2020.

During the year ended December 31, 2021, there were no sales of securities. For the year ended December 31, 2020, proceeds from the sales of securities amounted to $69.5 million, and gross realized gains on these securities were $742 thousand. An additional $1 thousand gain was realized from a call of a security during 2020. Management proactively manages the mix of earning assets and cost of funds to maximize the earning capacity of the Company.

In accordance with ASC 320, “Investments - Debt and Equity Securities,” the Company has categorized its unrestricted securities portfolio as Available for Sale. Securities classified as AFS may be sold in the future, prior to maturity. Any decision to sell a security classified as AFS would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Company’s assets and liabilities, liquidity needs, regulatory capital considerations, and other similar factors. AFS securities are carried at fair value. Net aggregate unrealized gains or losses on these securities are included, net of taxes, as a component of shareholders’ equity. All of the Company’s unrestricted securities were investment grade or better as of December 31, 2021. Given the generally high credit quality of the Company’s AFS investment portfolio, management expects to realize all of its investment upon market recovery or the maturity of such instruments and thus believes that any impairment in value is interest-rate-related and therefore temporary. AFS securities included gross unrealized gains of $1.4 million and gross unrealized losses of $4.2 million as of December 31, 2021.

 

(Dollars in thousands)

 

December 31, 2021

 

 

December 31, 2020

 

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

U.S. Government Agencies

 

$

31,581

 

 

 

11

%

 

$

25,305

 

 

 

14

%

Mortgage-Backed Securities/CMOs

 

 

170,964

 

 

 

56

%

 

 

78,100

 

 

 

45

%

Municipal Bonds

 

 

101,272

 

 

 

33

%

 

 

70,681

 

 

 

41

%

Total available for sale securities at fair value

 

 

303,817

 

 

 

100

%

 

 

174,086

 

 

 

100

%

 

All mortgage-backed securities included in the above tables were issued by U.S. government agencies and corporations. At December 31, 2021, the securities issued by political subdivisions or agencies were highly rated with 100% of the municipal bonds having AA or higher ratings. Approximately 65% of the municipal bonds are general obligation bonds, and issuers are geographically diverse. The Company held no issues that exceeded 10% of the Company’s shareholders' equity at December 31, 2021.

The Company’s holdings of restricted securities totaled $5.0 million and $3.0 million at December 31, 2021 and December 31, 2020, respectively, and consisted of stock in the Federal Reserve Bank, stock in the FHLB, and stock in CBB Financial Corporation, the holding company for Community Bankers’ Bank, and an investment in an SBA loan fund. The Bank is required to hold stock in the Federal Reserve Bank and the FHLB as a condition of membership with each of these correspondent banks. The amount of stock required to be held by the Bank is periodically assessed by each bank, and the Bank may be subject to purchase or surrender stock held in these banks, as determined by their respective calculations. The amount of FHLB stock held decreased $2.0 million from December 31, 2020 to December 31, 2021, as stock was relinquished due to the paydown of advances during the period. Stock ownership in the bank holding company for Community Bankers’ Bank provides the Bank with several benefits that are not available to non-shareholder correspondent banks. None of these stock issues are traded on the open market and can only be redeemed by the respective issuer. Restricted stock holdings are recorded at cost.

44


 

The table shown below details the amortized cost and fair value of AFS securities at December 31, 2021 based upon contractual maturities, by major investment categories. Expected maturities may differ from contractual maturities because issuers have the right to call or prepay obligations. The tax-equivalent yield is based upon a federal tax rate of 21%. Refer to the Reconcilement of Non-GAAP Measures table within the Non-GAAP Presentations section earlier in Item 7.

Maturity Distribution and Average Yields

 

Contractual Maturities of Debt Securities
at December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Amortized Cost

 

 

Fair Value

 

 

Weighted Average Yield (FTE)

 

 

% of Debt
Securities

 

U.S. Government-Sponsored Agencies:

 

 

 

 

 

 

 

 

 

 

 

 

After five years to ten years

 

$

26,424

 

 

$

25,804

 

 

 

1.36

%

 

 

 

Ten years or more

 

 

6,000

 

 

 

5,777

 

 

 

1.69

%

 

 

 

 

 

$

32,424

 

 

$

31,581

 

 

 

1.42

%

 

 

10.6

%

Mortgage-backed securities/CMOs

 

 

 

 

 

 

 

 

 

 

 

 

After one year to five years

 

$

8,427

 

 

$

8,344

 

 

 

0.57

%

 

 

 

After five years to ten years

 

 

4,811

 

 

 

4,786

 

 

 

1.94

%

 

 

 

Ten years or more

 

 

159,737

 

 

 

157,834

 

 

 

1.45

%

 

 

 

 

 

$

172,975

 

 

$

170,964

 

 

 

1.42

%

 

 

56.4

%

Municipal bonds

 

 

 

 

 

 

 

 

 

 

 

 

One year or less

 

 

507

 

 

 

515

 

 

 

2.67

%

 

 

 

After one year to five years

 

 

611

 

 

 

616

 

 

 

2.08

%

 

 

 

After five years to ten years

 

 

12,245

 

 

 

12,448

 

 

 

1.46

%

 

 

 

Ten years or more

 

$

87,773

 

 

$

87,693

 

 

 

2.37

%

 

 

 

 

 

$

101,136

 

 

$

101,272

 

 

 

2.26

%

 

 

33.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Debt Securities Available for Sale

 

$

306,535

 

 

$

303,817

 

 

 

1.70

%

 

 

100.0

%

Weighted average yield is calculated based on the relative amortized cost of the securities. Yields on tax-exempt securities have been computed on a tax-equivalent basis using the federal corporate income tax rate of 21 percent.

As stated, the preceding table reflects the distribution of the contractual maturities of the investment portfolio at December 31, 2021. Management’s investment portfolio strategy is to structure the portfolio so that it is a constant source of liquidity for the balance sheet. In order to achieve greater liquidity in the portfolio, securities that have a monthly flow of principal repayments become a key component. To illustrate the difference between contractual maturity and average life, consider the difference for the fixed rate mortgage-backed securities (MBS) component of this portfolio. At December 31, 2021, the weighted average maturity of the fixed rate MBS sector was 18.75 years, and the projected average life for this group of securities is 5.0 years.

Another indication of the investment portfolio’s liquidity potential is shown by the projected annual principal cash flow from maturities, callable bonds, and monthly principal repayments. For the next three years, the principal cash flows are estimated to be $27.9 million for 2022, $29.2 million for 2023, and $26.9 million for 202, based upon rates remaining at current levels. This represents approximately 28% of the investment portfolio’s AFS balance at December 31, 2021 that will be available to support the future liquidity needs of the Company. Cash flow projections are subject to change based upon changes to market interest rates.

 

45


 

Loan Portfolio

The Company’s loan portfolio totaled $1.1 billion as of December 31, 2021 or 53.8% of total assets. Loan balances increased $451.8 million, or 74.1%, from the balance of $609.4 million as of December 31, 2020. Note that all loan balances are presented net of credit and other fair value discounts, when applicable. The table below shows the composition of the loan portfolio:

 

(Dollars in thousands)

 

As of December 31,

 

 

 

2021

 

 

2020

 

Commercial loans

 

$

96,696

 

 

$

118,688

 

Real estate mortgage:

 

 

 

 

 

 

Construction and land

 

 

79,331

 

 

 

22,509

 

1-4 family residential mortgages

 

 

358,148

 

 

 

132,966

 

Commercial

 

 

473,632

 

 

 

277,109

 

Total real estate mortgage

 

 

911,111

 

 

 

432,584

 

Consumer

 

 

53,404

 

 

 

58,134

 

Total loans

 

 

1,061,211

 

 

 

609,406

 

Less: Allowance for loan losses

 

 

(5,984

)

 

 

(5,455

)

Net loans

 

$

1,055,227

 

 

$

603,951

 

 

During 2020 and 2021, the Company assisted nonprofit organizations and local businesses by funding $207.5 million of PPP loans, which were designed to provide economic relief to small businesses adversely impacted by the COVID-19 pandemic. These loans carry a 1% annual interest rate; however, in addition, the Company recognized $2.3 million and $2.1 million in PPP loan origination fees in 2021 and 2020, respectively. As of December 31, 2021, 89% of the total dollars of PPP loans had been forgiven by the SBA, with $20.7 million outstanding.

The addition of purchased loans in connection with the Merger with Fauquier accounted for the bulk of the $451.8 million increase from December 31, 2020 to December 31, 2021.

At December 31, 2021, the loan-to-deposit ratio stood at 59.1%, compared to 83.4% at December 31, 2020.

The Company’s objective is to maintain the historically strong credit quality of the loan portfolio by maintaining rigorous underwriting standards. These standards coupled with regular evaluation of the creditworthiness of, and the designation of lending limits for, each borrower has helped the Company achieve this objective. The primary portfolio strategy includes seeking industry and loan size diversification in order to minimize credit exposure and originating loans in markets with which the Company is familiar. The predominant market area for loans includes Charlottesville, Albemarle County, Fauquier County, Prince William County, Winchester, Frederick County, Manassas, Richmond and areas in the Commonwealth of Virginia that are within a 75 mile radius of any Virginia National Bank location.

Based on underwriting standards, loans may be secured in whole or in part by collateral such as liquid assets, accounts receivable, equipment, inventory and real property. The collateral securing any loan may depend on the type of loan and may vary in value based on market conditions.

The Company’s real estate loan portfolio increased by $478.5 million to a balance of $911.1 million at December 31, 2021 from $432.6 million at December 31, 2020. This category comprised 85.9% of all loans, and these loans are secured by mortgages on real property located principally in Virginia. Of this amount, approximately $358.2 million represented loans on residential properties. Commercial real estate loans totaled $473.6 million as of December 31, 2021. Sources of repayment are from the borrower’s operating profits, cash flows and liquidation of pledged collateral. The remaining real estate loans were comprised of construction and land development loans which totaled $79.3 million as of December 31, 2021, an increase of $56.8 million compared to the December 31, 2020 balance of $22.5 million as a result of the addition of Fauquier loans as part of the Merger.

As of December 31, 2021, the Company’s commercial and industrial loan portfolio totaled $96.7 million, a $22.0 million decline from the $118.7 million balance at year-end 2020. This category, representing approximately 9.1% of all loans, includes loans made to individuals and small to medium-sized businesses, as well as loans purchased on the syndicated and government guaranteed markets. As discussed previously, the Company participated in the PPP loan initiative during 2020 and 2021 with balances of $54.2 million and $20.7 million as of December 31, 2020 and December 31, 2021, respectively. Forgiveness of a significant amount of loans during 2021 caused the overall decline.

Consumer loans, comprised of student loans purchased, revolving credit, and other fixed payment loans, totaled $53.4 million as of December 31, 2021 or 5.0% of all loans. Consumer loans ended 2021 with balances $4.7 million lower than the prior year-end, primarily due to normal amortization within the student loan portfolio.

46


 

The following table presents the maturity/repricing distribution of the Company’s loans at December 31, 2021. The table also presents the portion of loans that have fixed interest rates or variable/floating interest rates that fluctuate over the life of the loans in accordance with changes in an interest rate index such as the Wall Street Journal prime rate, LIBOR rates, or U.S. Treasury bond indices.

Maturities and Sensitivities of Loans to Changes in Interest Rates

 

(Dollars in thousands)

 

As of December 31, 2021

 

 

 

One Year
or Less

 

 

After 1 to
5 Years

 

 

After Five to
15 Years

 

 

After
15 Years

 

 

Total

 

Fixed Rate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

$

4,974

 

 

$

41,630

 

 

$

5,060

 

 

$

600

 

 

$

52,264

 

Real estate construction and land

 

 

19,743

 

 

 

8,359

 

 

 

6,107

 

 

 

-

 

 

 

34,209

 

1-4 family residential mortgages

 

 

6,492

 

 

 

20,985

 

 

 

117,549

 

 

 

70,135

 

 

 

215,161

 

Commercial mortgages

 

 

29,566

 

 

 

120,097

 

 

 

76,742

 

 

 

-

 

 

 

226,405

 

Consumer

 

 

1,657

 

 

 

16,892

 

 

 

258

 

 

 

180

 

 

 

18,987

 

Total fixed rate loans

 

$

62,432

 

 

$

207,963

 

 

$

205,716

 

 

$

70,915

 

 

$

547,026

 

Variable Rate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

$

21,032

 

 

$

14,196

 

 

$

5,386

 

 

$

3,818

 

 

$

44,432

 

Real estate construction and land

 

 

35,181

 

 

 

6,055

 

 

 

3,224

 

 

 

662

 

 

 

45,122

 

1-4 family residential mortgages

 

 

31,599

 

 

 

74,188

 

 

 

20,570

 

 

 

16,630

 

 

 

142,987

 

Commercial mortgages

 

 

82,274

 

 

 

110,826

 

 

 

38,697

 

 

 

15,430

 

 

 

247,227

 

Consumer

 

 

31,702

 

 

 

1,025

 

 

 

1,690

 

 

 

-

 

 

 

34,417

 

Total variable rate loans

 

$

201,788

 

 

$

206,290

 

 

$

69,567

 

 

$

36,540

 

 

$

514,185

 

Total loans

 

$

264,220

 

 

$

414,253

 

 

$

275,283

 

 

$

107,455

 

 

$

1,061,211

 

Total loans at December 31, 2021 included loans purchased in connection with the Merger. These loans were recorded at estimated fair value on the date of acquisition without the carryover of the related ALLL. The following table presents the outstanding principal balance and the carrying amount of purchased loans:

 

(Dollars in thousands)

 

December 31, 2021

 

 

 

Acquired Loans -
Purchased
Credit Impaired

 

 

Acquired Loans - Purchased Performing

 

 

Acquired
Loans -
Total

 

Outstanding principal balance

 

$

76,608

 

 

$

372,172

 

 

$

448,780

 

Carrying amount:

 

 

 

 

 

 

 

 

 

Commercial

 

$

994

 

 

$

28,065

 

 

$

29,059

 

Real estate construction and land

 

 

18,576

 

 

 

14,297

 

 

 

32,873

 

1-4 family residential mortgages

 

 

16,020

 

 

 

194,708

 

 

 

210,728

 

Commercial mortgages

 

 

28,675

 

 

 

126,638

 

 

 

155,313

 

Consumer

 

 

118

 

 

 

2,224

 

 

 

2,342

 

Total acquired loans

 

$

64,383

 

 

$

365,932

 

 

$

430,315

 

For a description of the Company's accounting for purchased performing and PCI loans, see "Critical Accounting Estimates" earlier in Item 7.

 

Loan Asset Quality

Intrinsic to the lending process is the possibility of loss. While management endeavors to minimize this risk, it recognizes that loan losses will occur and that the amount of these losses will fluctuate depending on the risk characteristics of the loan portfolio, which in turn depend on current and future economic conditions, the financial condition of borrowers, the realization of collateral, and the credit management process.

Generally, loans are placed on non-accrual status when management believes, after considering economic and business conditions and collections efforts, that it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement, or when the loan is past due for 90 days or more, unless the debt is both well-secured and in the process of collection.

At December 31, 2021 and 2020, the Company had loans classified as non-accrual with balances of $495 thousand and $8 thousand, respectively. The non-accrual balance as of December 31, 2021 consists of only one loan. Acquired Loans which otherwise would be in non-accrual status are not included in this figure, as they earn interest through the yield accretion.

47


 

Loans 90 days or more past due and still accruing interest amounted to $801 thousand as of December 31, 2021, compared to $137 thousand as of December 31, 2020. The 2021 balance includes a government-guaranteed loan in the amount of $548 thousand and $115 thousand of defaulted PPP loans for which claims have been filed with the SBA. The portfolio only includes eight non-insured student loans that are 90 days or more past due and still accruing interest, amounting to $83 thousand. Loans acquired during the Merger which are greater than 90 days past due and still accruing interest are included in this figure, net of their fair value mark.

TDRs occur when the Company agrees to modify the original terms of a loan by granting a concession that it would not otherwise consider due to the deterioration in the financial condition of the borrower. These concessions are done in an attempt to improve the paying capacity of the borrower, and in some cases to avoid foreclosure, and are made with the intent to restore the loan to a performing status once sufficient payment history can be demonstrated. These concessions could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. TDRs that are considered to be performing continue to accrue interest under the terms of the restructuring agreement. TDRs that have been placed in non-accrual status are considered to be nonperforming.

Total performing TDR balances declined to $1.0 million as of December 31, 2021 compared to $1.3 million as of December 31, 2020. Based on regulatory guidance issued in 2016 on Student Lending, the Company classified 58 of its student loans purchased as TDRs for a total of $935 thousand as of December 31, 2021 and 75 of its student loans purchased as TDRs for a total of $1.2 million as of December 31, 2020. Nonperforming TDR balances increased to $495 thousand as of December 31, 2021 compared to $8 thousand as of December 31, 2020.

The table below summarizes the Company's credit ratios as of December 31, 2021 and 2021:

 

(Dollars in thousands)

 

2021

 

 

2020

 

Total loans

 

$

1,061,211

 

 

$

609,406

 

Nonaccrual loans

 

$

495

 

 

$

8

 

Allowance for loan losses

 

$

5,984

 

 

$

5,455

 

Nonaccrual loans to total loans

 

 

0.05

%

 

 

0.00

%

ALLL to total loans

 

 

0.56

%

 

 

0.90

%

ALLL to nonaccrual loans

 

 

1208.89

%

 

 

68187.50

%

 

In accordance with 2020 regulatory guidance and the CARES Act, the Bank has approved for certain customers who have been adversely affected by the COVID-19 pandemic to defer principal-only, or principal and interest, payments for a 90- to 180-day period. Such short-term modifications, which were made on a good faith basis in response to the COVID-19 pandemic to borrowers who were current prior to any relief, are not to be considered TDRs. While interest will continue to accrue to income, in accordance with GAAP, if the Bank ultimately incurs a credit loss on these deferred payments, interest income would need to be reversed and therefore, interest income in future periods could be negatively impacted. A total of $59.0 million in loan deferments have been approved since the beginning of the pandemic. As of December 31, 2021, $57.8 million, or 98.0%, of the total loan deferments approved have returned to normal payment schedules and are now current.

See Note 4 – Loans and Note 5 – Allowance for Loan Losses in the accompanying Notes to Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data for further details regarding the Company’s loan asset quality measurements.

 

48


 

Allowance for Loan Losses

In general, the Company determines the adequacy of its allowance for loan losses by considering the risk classification and delinquency status of loans and other factors. Management may also establish specific allowances for loans which management believes require allowances greater than those allocated according to their risk classification. The purpose of the allowance is to provide for losses inherent in the loan portfolio. Since risks to the loan portfolio include general economic trends as well as conditions affecting individual borrowers, the allowance is an estimate. The Company is committed to determining, on an ongoing basis, the adequacy of its allowance for loan losses.

The Company applies historical loss rates to various pools of loans based on risk rating classifications. In addition, the adequacy of the allowance is further evaluated by applying estimates of loss that could be attributable to any one of the following eight qualitative factors:

1)
Changes in national and local economic conditions, including the condition of various market segments;
2)
Changes in the value of underlying collateral;
3)
Changes in volume of classified assets, measured as a percentage of capital;
4)
Changes in volume of delinquent loans;
5)
The existence and effect of any concentrations of credit and changes in the level of such concentrations;
6)
Changes in lending policies and procedures, including underwriting standards;
7)
Changes in the experience, ability and depth of lending management and staff; and
8)
Changes in the level of policy exceptions.

Management utilizes a loss migration model for determining the quantitative risk assigned to unimpaired loans in order to capture historical loss information at the loan level, track loss migration through risk grade deterioration, and increase efficiencies related to performing the calculations by further segmenting the loan classes. The quantitative risk factor for each loan class primarily utilizes a migration analysis loss method based on loss history for the prior twelve quarters.

See Note 4 – Loans and Note 5 – Allowance for Loan Losses in the Notes to Consolidated Financial Statements, included in Item 8. Financial Statements and Supplementary Data, for further details of the risk factors considered by management in estimating the necessary level of the allowance for loan losses.

Activity for the allowance for loan losses is provided in the following table:

 

As of and for the year ended December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Commercial
Loans

 

 

Real Estate
Construction
and Land

 

 

Real
Estate
Mortgages

 

 

Consumer
Loans

 

 

Total

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of beginning of year

 

$

209

 

 

$

160

 

 

$

3,897

 

 

$

1,189

 

 

$

5,455

 

Charge-offs

 

 

(147

)

 

 

-

 

 

 

-

 

 

 

(688

)

 

 

(835

)

Recoveries

 

 

191

 

 

 

12

 

 

 

6

 

 

 

141

 

 

 

350

 

Provision for (recovery of) loan losses

 

 

(1

)

 

 

227

 

 

 

575

 

 

 

213

 

 

 

1,014

 

Balance at end of year

 

$

252

 

 

$

399

 

 

$

4,478

 

 

$

855

 

 

$

5,984

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average loans

 

$

145,462

 

 

$

82,642

 

 

$

726,065

 

 

$

63,039

 

 

 

1,017,208

 

Net charge-offs (recoveries) to average loans

 

 

-0.03

%

 

 

-0.01

%

 

 

0.00

%

 

 

0.87

%

 

 

0.05

%

 

As of and for the year ended December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Commercial
Loans

 

 

Real Estate
Construction
and Land

 

 

Real
Estate
Mortgages

 

 

Consumer
Loans

 

 

Total

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of beginning of year

 

$

302

 

 

$

109

 

 

$

2,684

 

 

$

1,114

 

 

$

4,209

 

Charge-offs

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(805

)

 

 

(805

)

Recoveries

 

 

28

 

 

 

-

 

 

 

1

 

 

 

400

 

 

 

429

 

Provision for (recovery of) loan losses

 

 

(121

)

 

 

51

 

 

 

1,212

 

 

 

480

 

 

 

1,622

 

Balance at end of year

 

$

209

 

 

$

160

 

 

$

3,897

 

 

$

1,189

 

 

$

5,455

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average loans

 

$

132,282

 

 

$

22,544

 

 

$

381,847

 

 

$

64,181

 

 

 

600,854

 

Net charge-offs (recoveries) to average loans

 

 

-0.02

%

 

 

0.00

%

 

 

0.00

%

 

 

0.63

%

 

 

0.06

%

 

49


 

As of December 31, 2021, the ALLL was $6.0 million, a net increase of $529 thousand from $5.5 million at December 31, 2020. Management’s estimates for the ALLL resulted in the Company’s allowance to total loans outstanding ratio of 0.56% at December 31, 2021, compared to 0.90% at December 31, 2020 and 0.78% at December 31, 2019. The primary reason that the ALLL as a percentage of loans decreased from December 31, 2020 to December 31, 2021 was due to the addition of TFB loans effective with the Merger, which do not require an ALLL based on the fair value mark. Note that without the impact of acquired loans and the fair value mark, the ALLL to total loans outstanding would have been 0.95% as of December 31, 2021 (for reconcilement of this non-GAAP measure, see the “Non-GAAP Presentation” section earlier in Item 7).

During 2021, there were $835 thousand in loan balances charged off, with a total of $350 thousand in recoveries of previously charged-off balances, resulting in net charge-offs of $485 thousand. During 2020, there were $805 thousand in loan balances charged off, with a total of $429 thousand in recoveries of previously charged-off balances, resulting in net charge-offs of $376 thousand. The ratio of net charge-offs to average loans was 0.05% and 0.06% for 2021 and 2020, respectively.

The table below provides an allocation of year-end allowance for loan losses by loan type; however, allocation of a portion of the allowance to one loan category does not preclude its availability to absorb losses in other categories.

Allocation of the Allowance for Loan Losses

 

 

 

December 31, 2021

 

(Dollars in thousands)

 

Allowance

 

 

Percentage of loans
in each category to
total loans

 

Commercial loans

 

$

252

 

 

 

9.11

%

Real estate construction and land

 

 

399

 

 

 

7.48

%

Real estate mortgages

 

 

4,478

 

 

 

78.38

%

Consumer

 

 

855

 

 

 

5.03

%

Total

 

$

5,984

 

 

 

100.00

%

 

 

 

December 31, 2020

 

(Dollars in thousands)

 

Allowance

 

 

Percentage of loans
in each category to
total loans

 

Commercial loans

 

$

209

 

 

 

19.48

%

Real estate construction

 

 

160

 

 

 

3.69

%

Real estate mortgages

 

 

3,897

 

 

 

67.29

%

Consumer

 

 

1,189

 

 

 

9.54

%

Total

 

$

5,455

 

 

 

100.00

%

 

 

Deposits

Depository accounts represent the Company’s primary source of funding and are comprised of demand deposits, interest-bearing checking accounts, money market deposit accounts and time deposits. These deposits have been provided predominantly by individuals, businesses and charitable organizations in the Charlottesville/Albemarle County, Fauquier County, Manassas, Prince William County, Richmond and Winchester areas.

Depository accounts held by the Company as of December 31, 2021, totaled $1.8 billion, an increase of $1.0 billion or 145.8% compared to the December 31, 2020 total of $730.8 million.

At December 31, 2021, the balances of non-interest bearing demand deposits were $522.3 million or 29.1% of total deposits, a 149.0% increase from $209.8 million at December 31, 2020. Interest-bearing transaction and money market accounts totaled $1.1 billion at December 31, 2021, an increase of $690.0 million compared to $421.9 million at December 31, 2020. The Company offers ICS®, which allows customers access to multi-million-dollar FDIC insurance on funds placed into demand deposit and/or money market deposit accounts. As of December 31, 2021, the reciprocal ICS® balances included in demand deposit and money market accounts were $39.2 million and $225.9 million, respectively. The Company’s low-cost deposit accounts, which include both non-interest and interest bearing checking accounts as well as money market accounts, represented 91.0% of total deposit account balances at December 31, 2021 and compared favorably to the 86.4% of total deposit account balances at December 31, 2020.

50


 

Certificates of deposit and other time deposit balances increased $62.9 million to $162.0 million at December 31, 2021 from the balance of $99.1 million at December 31, 2020. Included in this deposit total were reciprocal relationships under CDARS™, whereby depositors can obtain FDIC insurance on deposits up to $50 million. These reciprocal CDARS™ deposits totaled $6.1 million and $8.5 million at December 31, 2021 and 2020, respectively.

 

Average Balances and Rates Paid

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Years Ended December 31

 

 

2021

 

2020

 

 

 

Average

 

 

Average

 

 

 

Average

 

 

Average

 

 

 

 

 

Balance

 

 

Rate

 

 

 

Balance

 

 

Rate

 

 

 

Non-interest-bearing demand
   deposits

 

$

434,989

 

 

 

 

 

 

$

203,143

 

 

 

 

 

 

Interest-bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest checking

 

 

355,419

 

 

 

0.07

 

%

 

 

132,465

 

 

 

0.09

 

%

 

Money market and savings deposits

 

 

529,027

 

 

 

0.39

 

%

 

 

261,370

 

 

 

0.65

 

%

 

Time deposits

 

 

152,211

 

 

 

0.73

 

%

 

 

100,846

 

 

 

1.44

 

%

 

Total interest-bearing deposits

 

$

1,036,657

 

 

 

0.33

 

%

 

$

494,681

 

 

 

0.66

 

%

 

Total deposits

 

$

1,471,646

 

 

 

 

 

 

$

697,824

 

 

 

 

 

 

 

As of December 31, 2021 and 2020, the estimated amounts of total uninsured deposits were $585.6 million and $276.4 million, respectively.

Maturities of time deposits in excess of FDIC insurance limits as of December 31, 2021 were as follows:

 

(Dollars in thousands)

 

 

 

 

Amount

 

 

Percentage

Three months or less

 

$

29,015

 

 

 

64.04

 

%

Over three months to six months

 

 

5,607

 

 

 

12.38

 

%

Over six months to one year

 

 

6,963

 

 

 

15.37

 

%

Over one year

 

 

3,722

 

 

 

8.22

 

%

Totals

 

$

45,307

 

 

 

100.00

 

%

 

Borrowings

Borrowings, consisting primarily of FHLB advances and federal funds purchased, are additional sources of funds for the Company. The level of these borrowings is determined by various factors, including customer demand and the Company's ability to earn a favorable spread on the funds obtained.

The Company has a collateral dependent line of credit with the FHLB. During the third quarter of 2021, the Company prepaid 100% of its outstanding FHLB advances, which positively impacted interest expense by $416 thousand as a result of accelerating the accretion of the fair value purchase mark on such acquired Fauquier debt. A prepayment penalty in the amount of $243 thousand was incurred and is reported in noninterest expense, netting to an overall gain on the transaction of $173 thousand. Due to this repayment, at December 31, 2021, the Company had no outstanding borrowings from the FHLB. As of December 31, 2020, the Company had outstanding balances of $30.0 million from three FHLB advances with $10 million maturing in each of the years 2021, 2023, and 2025. The Company had no outstanding borrowings as of December 31, 2019.

As of December 31, 2021, the Company had a letter of credit for $60.0 million issued in favor of the Commonwealth of Virginia Department of the Treasury to secure public fund depository accounts and collateralized against these pledged commercial mortgages.

Additional borrowing arrangements maintained by the Bank include formal federal funds lines with five correspondent banks. The Company had no outstanding balances in federal funds purchased as of December 31, 2021, 2020, or 2019.

51


 

Total borrowings consist of the following as of December 31, 2021, 2020, and 2019:

 

(Dollars in thousands)

 

2021

 

 

2020

 

 

2019

 

FHLB advances

 

$

-

 

 

$

30,000

 

 

$

-

 

Total borrowings

 

$

-

 

 

$

30,000

 

 

$

-

 

Maximum amount at any month-end during the
   year

 

$

42,575

 

 

$

40,000

 

 

$

16,364

 

Annual average balance outstanding

 

$

23,700

 

 

$

15,419

 

 

$

3,417

 

Annual average interest rate paid

 

 

0.82

%

 

 

0.47

%

 

 

2.58

%

Annual average interest rate, including impact of fair value mark

 

 

-1.18

%

 

 

0.47

%

 

 

2.58

%

Annual interest rate at end of period

 

 

-

 

 

 

0.48

%

 

 

-

 

 

Details on available borrowing lines can be found later under Liquidity in the Asset/Liability Management section.

Junior Subordinated Debt

In 2006, a subsidiary of Fauquier, Fauquier Statutory Trust II, privately issued $4.0 million face amount of the trust’s Floating Rate Capital Securities in a pooled capital securities offering. Simultaneously, the trust used the proceeds of that sale to purchase $4.0 million principal amount of the Fauquier’s Floating Rate Junior Subordinated Deferrable Interest Debentures due 2036. As of December 31, 2021, total capital securities were $3.4 million, as adjusted to fair value as of the date of the Merger. The interest rate on the capital security resets every three months at 1.70% above the then current three-month LIBOR and is paid quarterly. Management is in communication with the issuer regarding the alternative reference rate that will apply after the discontinuance of LIBOR.

The Trust II issuance of capital securities and the respective subordinated debentures are callable at any time. The subordinated debentures are an unsecured obligation of the Company and are junior in right of payment to all present and future senior indebtedness of the Company. The capital securities are guaranteed by the Company on a subordinated basis.

 

ASSET/LIABILITY MANAGEMENT

The Company’s primary earnings source is its net interest income; therefore, the Company devotes significant time and resources to assist in the management of interest rate risk and asset quality. The Company’s net interest income is affected by changes in market interest rates and by the level and composition of interest-earning assets and interest-bearing liabilities. The Company’s objectives in its asset/liability management are to utilize its capital effectively, to provide adequate liquidity and to enhance net interest income, without taking undue risks or subjecting the Company unduly to interest rate fluctuations. The Company takes a coordinated approach to the management of its liquidity, capital and interest rate risk. This risk management process is governed by policies and limits established by the Bank’s Asset/Liability Committee, which are reviewed and approved by the Bank’s Board of Directors. This committee, which is comprised of directors and members of management, meets to review, among other things, economic conditions, interest rates, yield curves, cash flow projections, expected customer actions, liquidity levels, capital ratios and repricing characteristics of assets, liabilities and financial instruments.

Market Risk

Market risk is the risk of loss in a financial instrument arising from adverse changes in market indices such as interest rates. The Company’s principal market risk exposure is interest rate risk. Interest rate risk is the exposure to changes in market interest rates. Interest rate sensitivity is the relationship between market interest rates and net interest income due to the repricing characteristics of assets and liabilities. The Company monitors the interest rate sensitivity of its balance sheet positions by examining its near-term sensitivity and its longer-term gap position. In its management of interest rate risk, the Company utilizes several financial and statistical tools including traditional gap analysis and sophisticated income simulation models.

A traditional gap analysis is prepared based on the maturity and repricing characteristics of interest-earning assets and interest-bearing liabilities for selected time bands. The mismatch between repricings or maturities within a time band is commonly referred to as the “gap” for that period. A positive gap (asset sensitive) where interest rate sensitive assets exceed interest rate sensitive liabilities generally will result in the net interest margin increasing in a rising rate environment and decreasing in a falling rate environment. A negative gap (liability sensitive) will generally have the opposite result on the net interest margin. The Company’s balance sheet structure is primarily short-term in nature with a substantial portion

52


 

of rate-sensitive assets and rate-sensitive liabilities repricing or maturing within one year, as shown in the Gap Interest Sensitivity Analysis table below.

Gap Interest Sensitivity Analysis

As of December 31, 2021

 

 

 

Within

 

 

90 to 365

 

 

1 to 4

 

 

Over

 

 

Non Rate

 

 

 

 

 

 

90 days

 

 

days

 

 

years

 

 

4 years

 

 

Sensitive

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

286,892

 

 

$

209,986

 

 

$

418,458

 

 

$

159,123

 

 

$

(13,248

)

 

$

1,061,211

 

Investment securities

 

 

21,718

 

 

 

30,603

 

 

 

79,686

 

 

 

179,411

 

 

 

(2,651

)

 

 

308,767

 

Federal funds sold

 

 

152,463

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

152,463

 

Interest-bearing deposits in other banks

 

 

336,032

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

336,032

 

Non-interest-earning assets and
   allowance for loan losses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

113,711

 

 

 

113,711

 

Total assets

 

$

797,105

 

 

$

240,589

 

 

$

498,144

 

 

$

338,534

 

 

$

97,812

 

 

$

1,972,184

 

Liabilities and Shareholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest checking

 

$

11,158

 

 

$

33,474

 

 

$

133,894

 

 

$

267,788

 

 

$

-

 

 

$

446,314

 

Money market and savings deposits

 

 

19,678

 

 

 

59,036

 

 

 

236,147

 

 

 

350,669

 

 

 

-

 

 

 

665,530

 

Time deposits

 

 

86,002

 

 

 

52,555

 

 

 

20,426

 

 

 

3,002

 

 

 

60

 

 

 

162,045

 

Junior subordinated debt

 

 

-

 

 

 

3,367

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,367

 

Non-interest bearing liabilities and
   shareholders' equity

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

694,928

 

 

 

694,928

 

Total liabilities and shareholders' equity

 

$

116,838

 

 

$

148,432

 

 

$

390,467

 

 

$

621,459

 

 

$

694,988

 

 

$

1,972,184

 

Period gap

 

$

680,267

 

 

$

92,157

 

 

$

107,677

 

 

$

(282,925

)

 

N/A

 

 

$

597,176

 

Cumulative gap

 

$

680,267

 

 

$

772,424

 

 

$

880,101

 

 

$

597,176

 

 

N/A

 

 

$

597,176

 

Ratio of cumulative gap to cumulative
   earning assets

 

 

85.34

%

 

 

74.44

%

 

 

57.30

%

 

 

31.86

%

 

 

 

 

 

 

 

The Company utilizes the gap analysis to complement its income simulations modeling. However, the traditional gap analysis does not assess the relative sensitivity of assets and liabilities to changes in interest rates and other factors that could have an impact on interest rate sensitivity or net interest income.

ALCO routinely monitors simulated net interest income sensitivity over a rolling two-year horizon. It also utilizes additional tools to monitor potential longer-term interest rate risk. The income simulation models measure the Company’s net interest income volatility or sensitivity to interest rate changes utilizing statistical techniques that allow the Company to consider various factors which impact net interest income. These factors include actual maturities, estimated cash flows, repricing characteristics, deposit growth/retention and, most importantly, the relative sensitivity of the Company’s assets and liabilities to changes in market interest rates. This relative sensitivity is important to consider as the Company’s core deposit base has not been subject to the same degree of interest rate sensitivity as its assets. The core deposit costs are internally managed and tend to exhibit less sensitivity to changes in interest rates than the Company’s adjustable rate assets whose yields are based on external indices and generally change in concert with market interest rates. The Company’s interest rate sensitivity is determined by identifying the probable impact of changes in market interest rates on the yields on the Company’s assets and the rates that would be paid on its liabilities. This modeling technique involves a degree of estimation based on certain assumptions that management believes to be reasonable. Utilizing this process, management projects the impact of changes in interest rates on net interest margin. The Company has established certain policy limits for the potential volatility of its net interest margin assuming certain levels of changes in market interest rates with the objective of maintaining a stable net interest margin under various probable rate scenarios. Management generally has maintained a risk position well within the policy limits.

As market conditions vary from those assumed in the income simulation models, actual results will also differ due to: prepayment/refinancing levels likely deviating from those assumed, the varying impact of interest rate change caps or floors on adjustable rate assets, the potential effect of changing debt service levels on customers with adjustable rate loans, depositor early withdrawals and product preference changes, and other variables. Furthermore, this sensitivity analysis does not reflect actions that the ALCO might take in responding to or anticipating changes in interest rates.

In simulating the effects of upward and downward changes in market rates to net interest income over a rolling two-year horizon, the model utilizes a “static” balance sheet approach where balance sheet composition or mix as of the measurement date is maintained over the two-year horizon. Similarly, the base case simulation performed assumes interest rates on the measurement date are unchanged for the next 24 months. Then the simulation assumes all rate indices are instantaneously shocked upward and downward by 100 bps to 400 basis points, in 100 basis point increments. Due to the low level of

53


 

interest rates, the shock down analysis where the rates fall 300 basis points or more are not considered meaningful and are therefore not shown in the results below as of December 31, 2021.

 

(Dollars in thousands)

 

Change in Net Interest Income

 

Change in Yield Curve

 

Percentage

 

 

Amount

 

+400 bps

 

 

50.44

%

 

$

41,925

 

+300 bps

 

 

39.28

%

 

 

32,652

 

+200 bps

 

 

27.77

%

 

 

23,081

 

+100 bps

 

 

11.77

%

 

 

9,787

 

Base case

 

 

0.00

%

 

 

-

 

-100 bps

 

 

-4.44

%

 

 

(3,694

)

-200 bps

 

 

-7.39

%

 

 

(6,146

)

 

In addition to monitoring the effects to interest income, the model computes the effects to the economic value of equity using the same “static” balance sheet with immediate and parallel rate changes for the same rate change horizons. The Asset/Liability Committee monitors the results compared to policy limits that have been established.

As individual rate indices have not historically moved to the same degree, non-parallel rate shocks are also performed to add a degree of sophistication over the parallel rate shocks. In these analyses, the effects to net interest income and market value of equity are computed using eight different scenarios. Changing slopes and twists of the yield curve are achieved by incorporating both likely and unlikely change across different tenors. Since Federal funds rates may not change to the same degree or direction that longer term Treasury bonds may move, the different scenarios are analyzed so that management and the Asset/Liability Committee can monitor risks as they more severely stress the Company’s balance sheet.

The shape of the yield curve can cause downward pressure on net interest income. In general, if and to the extent that the yield curve is flatter (i.e., the differences between interest rates for different maturities are relatively smaller) than previously anticipated, then the yield on the Company’s interest earning assets and its cash flows will tend to be lower. Management believes that a relatively flat yield curve could continue to affect adversely the Company’s net interest income in 2022.

Liquidity

Liquidity represents the Company’s ability to provide funds to meet customer demand for loan and deposit withdrawals without impairing profitability. Effective management of balance sheet liquidity is necessary to fund growth in earning assets and to pay liability maturities and depository customers’ withdrawal requirements. The Company maintains a Liquidity Management Policy that is approved by the Board of Directors. The policy sets limits in a number of areas, including limits on the amount of non-core liabilities, and funding long-term assets with non-core liabilities.

The Bank’s customer base has provided a stable source of funds and liquidity. Limits contained within the Bank’s Investment Policy also provides for appropriate levels of liquidity through maturities and cash flows within the securities portfolio. Other sources of balance sheet liquidity are obtained from the repayment of loan proceeds and overnight investments. The Bank has numerous secondary sources of liquidity including access to borrowing arrangements from a number of correspondent banks. Available borrowing arrangements maintained by the Bank include formal federal funds lines with five major regional correspondent banks, access to advances from the Federal Home Loan Bank and access to the discount window at the Federal Reserve Bank.

Borrowing Lines

As of December 31, 2021

 

Correspondent Banks

 

$

95,000

 

Federal Home Loan Bank of Atlanta

 

 

14,200

 

Total Available

 

$

109,200

 

 

As of December 31, 2021, the Company had no outstanding advances with the FHLB.

Any excess funds are sold on a daily basis in the federal funds market or maintained on account at the Federal Reserve. The Company maintained an average of $109.1 million outstanding in federal funds sold, an average of $161.0 million at the Federal Reserve and an average of less than $1 thousand in federal funds purchased during 2021 due to annual testing of the federal funds lines. On December 31, 2021 the Company had no balance outstanding in federal funds purchased. The Company intends to maintain sufficient liquidity at all times to meet its funding commitments.

54


 

Capital

The Basel III Capital Rules require banks and bank holding companies to comply with the following minimum capital ratios: (i) a ratio of common equity Tier 1 capital to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (effectively resulting in a minimum ratio of common equity Tier 1 to risk-weighted assets of at least 7%); (ii) a ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the 2.5% capital conservation buffer (effectively resulting in a minimum Tier 1 capital ratio of 8.5%); (iii) a ratio of total capital to risk-weighted assets of at least 8.0%, plus the 2.5% capital conservation buffer (effectively resulting in a minimum total capital ratio of 10.5%); and (iv) a leverage ratio of 4%, calculated as the ratio of Tier 1 capital to balance sheet exposures plus certain off-balance sheet exposures (computed as the average for each quarter of the month-end ratios for the quarter).

The Tier 1, common equity Tier 1, total capital to risk-weighted assets, and leverage ratios of the Bank were 14.15%, 14.15%, 14.72% and 7.69%, respectively, as of December 31, 2021, exceeding the minimum requirements.

With respect to the Bank, to be “well capitalized” under the PCA regulations, a bank must have the following minimum capital ratios: (i) a common equity Tier 1 capital ratio of at least 6.5%; (ii) a Tier 1 capital to risk-weighted assets ratio of at least 8.0%; (iii) a total capital to risk-weighted assets ratio of at least 10.0%; and (iv) a leverage ratio of at least 5.0%. The Bank exceeds the thresholds to be considered well capitalized as of December 31, 2021.

On September 17, 2019 the FDIC finalized a rule that introduced an optional simplified measure of capital adequacy for qualifying community banking organizations, referred to as, the community bank leverage ratio framework, as required by the EGRRCPA. The CBLR framework is designed to reduce burden by removing the requirements for calculating and reporting risk-based capital ratios for qualifying community banking organizations that opt into the framework.

In order to qualify for the CBLR framework, a community banking organization must have a Tier 1 leverage ratio of greater than 9 percent, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the framework will be considered to have met the well-capitalized ratio requirements under the PCA regulations and will not be required to report or calculate risk-based capital.

The CBLR framework was made available for community banking organizations to use in their March 31, 2020 Call Report. The Company has not opted into the CBLR framework.

The Basel III capital regulations and CBLR framework are discussed in greater detail under the caption “Supervision and Regulation,” found earlier in this report under “Item 1. Business.” In addition, information regarding the Company’s risk-based capital at December 31, 2021 and December 31, 2020 is presented in Note 15 – Capital Requirements of the Notes to Consolidated Financial Statements, contained in Item 8. Financial Statements and Supplementary Data. Using the most recent capital requirements, the Bank’s capital ratios remain above the levels designated by bank regulators as "well capitalized" at December 31, 2021.

Impact of Inflation and Changing Prices

The Company’s financial statements included herein have been prepared in accordance with GAAP, which requires the financial position and operating results to be measured principally in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. Inflation affects the Company’s results of operations mainly through increased operating costs, but since nearly all of the Company’s assets and liabilities are monetary in nature, changes in interest rates affect the financial condition of the Company to a greater degree than changes in the rate of inflation. Although interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. The Company’s management reviews pricing of its products and services, in light of current and expected costs due to inflation, to mitigate the inflationary impact on financial performance.

Off-Balance Sheet Arrangements

The Company is 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 consist primarily of commitments to extend credit and standby letters of credit. Additional information concerning the Company’s off-balance sheet arrangements is contained in Note 13 of the Notes to Consolidated Financial Statements, found in Item 8. Financial Statements and Supplementary Data.

Related Party Transactions

The Company and its subsidiaries have business dealings with companies owned by directors and beneficial shareholders of the Company. In 2021 and 2020, leasing/rental expenditures of $520 thousand and $511 thousand respectively, (including reimbursements for taxes, insurance, and other expenses) were paid to an entity indirectly owned by a director of the Company.

55


 

Contractual Commitments

In the normal course of business, the Company and its subsidiaries enter into contractual obligations, including obligations on lease arrangements, contractual commitments for capital expenditures, and service contracts. The significant contractual obligations include the leasing of certain of its banking and operations offices under operating lease agreements on terms ranging from 1 to 10 years, most with renewal options.

Following is a schedule of future minimum rental payments under non-cancelable operating leases that have initial or remaining terms in excess of one year as of December 31, 2021:

 

(Dollars in thousands)

 

1 year or less

 

 

1-3 years

 

 

3-5 years

 

 

After 5 years

 

 

Total

 

Operating lease obligations

 

$

1,534

 

 

$

2,634

 

 

$

1,589

 

 

$

1,771

 

 

$

7,528

 

 

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting company.

56


 

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

img37525557_0.jpg 

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders and Board of Directors

Virginia National Bankshares Corporation

Charlottesville, Virginia

 

 

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Virginia National Bankshares Corporation and Subsidiaries (the Corporation) as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, changes in shareholders' equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on the Corporation’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Corporation in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

57


 

Allowance for Loan Losses – Qualitative Factors

As described in Note 1 – Summary of Significant Accounting Policies and Note 5 – Allowance for Loan Losses to the consolidated financial statements, the Corporation maintains an allowance for loan losses that represents management’s best estimate of probable losses inherent in the loan portfolio. For loans that are not specifically identified for impairment, management determines the allowance for loan losses based on historical loss experience adjusted for qualitative factors. Qualitative adjustments to the historical loss experience are established by applying a loss percentage to the loan segments established by management based on their assessment of shared risk characteristics within groups of similar loans.

 

Qualitative factors are determined based on management’s continuing evaluation of inputs and assumptions underlying the quality of the loan portfolio. Management evaluates qualitative factors by loan segment, primarily considering changes in current economic conditions, collateral values, classified asset and delinquency trends, the existence and effect of concentrations, lending policies and procedures, the experience and depth of the lending team, and policy exception levels. Qualitative factors contribute significantly to the allowance for loan losses. Management exercised significant judgment when assessing the qualitative factors in estimating the allowance for loan losses. We identified the assessment of the qualitative factors as a critical audit matter as auditing the qualitative factors involved especially complex and subjective auditor judgment in evaluating management’s assessment of the inherently subjective estimates.

 

The primary audit procedures we performed to address this critical audit matter included:

Substantively testing management’s process, including evaluating their judgments and assumptions for developing the qualitative factors, which included:
Evaluating the completeness and accuracy of data inputs used as a basis for the qualitative factors.
Evaluating the reasonableness of management’s judgments related to the determination of qualitative factors.
Evaluating the qualitative factors for directional consistency and for reasonableness.
Testing the mathematical accuracy of the allowance calculation, including the application of the qualitative factors.

 

Business Combinations – Fair Value of Acquired Loans

As described in Note 1 – Summary of Significant Accounting Policies and Note 2 – Business Combinations to the consolidated financial statements, the Corporation completed its acquisition of Fauquier Bankshares, Inc. on April 1, 2021. The transaction was accounted for as a business combination using the acquisition method of accounting. Accordingly, assets acquired and liabilities assumed were recorded at fair value on the acquisition date, including acquired loans. Determining the acquired fair values, particularly in relation to the loan portfolio, is inherently subjective and involves significant judgment regarding the methods and assumptions used to estimate fair value. In determining the fair value of loans acquired, management must determine whether or not acquired loans have evidence of credit deterioration at acquisition, the amount and timing of cash flows expected to be collected, and market discount rates, among other assumptions. Changes in these assumptions could have a significant impact on the fair value of the loans acquired and the amount of goodwill recorded.

 

We identified the acquisition date fair value of acquired loans as a critical audit matter as auditing this estimate is especially complex and requires subjective auditor judgment. Auditing this estimate required a high level of judgment in evaluating management’s identification of loans with evidence of credit deterioration, the need for specialized skill in development and application of subjective assumptions in estimated cash flows, and the size of the acquired loan portfolio.

 

The primary audit procedures we performed to address this critical audit matter included the following:

Substantively testing management’s process, including the use of our own valuation specialist to assess the Corporation’s methods and significant assumptions utilized in determining the fair value of the acquired loan portfolio and evaluating whether the assumptions used were reasonable with respect to market participant views and other factors.

58


 

Testing the completeness and accuracy of loans determined to have credit deterioration at acquisition and evaluating the reasonableness of the criteria utilized by management in making the determination.
Testing the accuracy of the data utilized in the development of acquisition date fair values by confirming, on a sample basis, select data.

 

/s/ Yount, Hyde & Barbour, P.C.

 

We have served as the Corporation’s auditor since 1998.

 

Richmond, Virginia

March 25, 2022

59


 

VIRGINIA NATIONAL BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except shares and per share data)

 

 

 

December 31, 2021

 

 

December 31, 2020

 

ASSETS

 

 

 

 

 

 

Cash and due from banks

 

$

20,345

 

 

$

8,116

 

Interest-bearing deposits in other banks

 

 

336,032

 

 

 

-

 

Federal funds sold

 

 

152,463

 

 

 

26,579

 

Securities:

 

 

 

 

 

 

Available for sale, at fair value

 

 

303,817

 

 

 

174,086

 

Restricted securities, at cost

 

 

4,950

 

 

 

3,010

 

Total securities

 

 

308,767

 

 

 

177,096

 

Loans

 

 

1,061,211

 

 

 

609,406

 

Allowance for loan losses

 

 

(5,984

)

 

 

(5,455

)

Loans, net

 

 

1,055,227

 

 

 

603,951

 

Premises and equipment, net

 

 

25,093

 

 

 

5,238

 

Bank owned life insurance

 

 

31,234

 

 

 

16,849

 

Goodwill

 

 

8,140

 

 

 

372

 

Core deposit intangible, net

 

 

8,271

 

 

 

-

 

Other intangible assets, net

 

 

274

 

 

 

341

 

Other real estate owned, net

 

 

611

 

 

 

-

 

Right of use asset, net

 

 

7,583

 

 

 

3,527

 

Accrued interest receivable and other assets

 

 

18,144

 

 

 

6,341

 

Total assets

 

$

1,972,184

 

 

$

848,410

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Demand deposits:

 

 

 

 

 

 

Noninterest-bearing

 

$

522,281

 

 

$

209,772

 

Interest-bearing

 

 

446,314

 

 

 

148,910

 

Money market and savings deposit accounts

 

 

665,530

 

 

 

272,980

 

Certificates of deposit and other time deposits

 

 

162,045

 

 

 

99,102

 

Total deposits

 

 

1,796,170

 

 

 

730,764

 

Advances from the FHLB

 

 

-

 

 

 

30,000

 

Junior subordinated debt

 

 

3,367

 

 

 

-

 

Lease liability

 

 

7,108

 

 

 

3,589

 

Accrued interest payable and other liabilities

 

 

3,552

 

 

 

1,459

 

Total liabilities

 

 

1,810,197

 

 

 

765,812

 

Commitments and contingent liabilities

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

Preferred stock, $2.50 par value

 

 

-

 

 

 

-

 

Common stock, $2.50 par value

 

 

13,178

 

 

 

6,722

 

Capital surplus

 

 

104,584

 

 

 

32,457

 

Retained earnings

 

 

46,436

 

 

 

41,959

 

Accumulated other comprehensive income (loss)

 

 

(2,211

)

 

 

1,460

 

Total shareholders' equity

 

 

161,987

 

 

 

82,598

 

Total liabilities and shareholders' equity

 

$

1,972,184

 

 

$

848,410

 

Common shares outstanding

 

 

5,308,335

 

 

 

2,714,273

 

Common shares authorized

 

 

10,000,000

 

 

 

10,000,000

 

Preferred shares outstanding

 

 

-

 

 

 

-

 

Preferred shares authorized

 

 

2,000,000

 

 

 

2,000,000

 

See Notes to Consolidated Financial Statements

60


 

VIRGINIA NATIONAL BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(dollars in thousands, except per share data)

 

 

 

For the years ended December 31,

 

 

 

2021

 

 

2020

 

Interest and dividend income:

 

 

 

 

 

 

Loans, including fees

 

$

43,899

 

 

$

24,945

 

Federal funds sold

 

 

139

 

 

 

104

 

Other interest-bearing deposits

 

 

233

 

 

 

-

 

Investment securities:

 

 

 

 

 

 

Taxable

 

 

2,810

 

 

 

1,602

 

Tax exempt

 

 

1,021

 

 

 

475

 

Dividends

 

 

170

 

 

 

104

 

Total interest and dividend income

 

 

48,272

 

 

 

27,230

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

Demand and savings deposits

 

 

2,308

 

 

 

1,824

 

Certificates and other time deposits

 

 

1,108

 

 

 

1,454

 

Borrowings

 

 

(132

)

 

 

73

 

Total interest expense

 

 

3,284

 

 

 

3,351

 

Net interest income

 

 

44,988

 

 

 

23,879

 

Provision for loan losses

 

 

1,014

 

 

 

1,622

 

Net interest income after provision for loan losses

 

 

43,974

 

 

 

22,257

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

Wealth management fees

 

 

3,508

 

 

 

1,133

 

Advisory and brokerage income

 

 

1,154

 

 

 

700

 

Deposit account fees

 

 

1,459

 

 

 

651

 

Debit/credit card and ATM fees

 

 

2,070

 

 

 

612

 

Bank owned life insurance income

 

 

708

 

 

 

437

 

Gains on sales of securities

 

 

-

 

 

 

743

 

Loan swap fee income

 

 

81

 

 

 

1,313

 

Other

 

 

1,485

 

 

 

976

 

Total noninterest income

 

 

10,465

 

 

 

6,565

 

 

 

 

 

 

 

 

Noninterest expense:

 

 

 

 

 

 

Salaries and employee benefits

 

 

16,129

 

 

 

9,466

 

Net occupancy

 

 

3,575

 

 

 

1,908

 

Equipment

 

 

966

 

 

 

463

 

Bank franchise tax

 

 

1,136

 

 

 

649

 

Computer software

 

 

1,020

 

 

 

579

 

Data processing

 

 

2,793

 

 

 

1,106

 

FDIC deposit insurance assessment

 

 

858

 

 

 

187

 

Marketing, advertising and promotion

 

 

922

 

 

 

409

 

Merger and merger-related expenses

 

 

7,423

 

 

 

988

 

Plastics expense

 

 

978

 

 

 

180

 

Professional fees

 

 

1,117

 

 

 

723

 

Core deposit intangible amortization

 

 

1,389

 

 

 

-

 

Other

 

 

4,216

 

 

 

2,121

 

Total noninterest expense

 

 

42,522

 

 

 

18,779

 

 

 

 

 

 

 

 

Income before income taxes

 

 

11,917

 

 

 

10,043

 

Provision for income taxes

 

 

1,846

 

 

 

2,065

 

Net income

 

$

10,071

 

 

$

7,978

 

Net income per common share, basic

 

$

2.16

 

 

$

2.95

 

Net income per common share, diluted

 

$

2.14

 

 

$

2.95

 

 

 

See Notes to the Consolidated Financial Statements

61


 

VIRGINIA NATIONAL BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(dollars in thousands)

 

 

 

For the years ended
December 31,

 

 

 

2021

 

 

2020

 

Net income

 

$

10,071

 

 

$

7,978

 

Other comprehensive income (loss)

 

 

 

 

 

 

Unrealized gains (losses) on securities, net of (benefit) tax of ($959) and $555 for the years ended December 31, 2021 and 2020

 

 

(3,607

)

 

 

2,090

 

Reclassification adjustment for realized gains on sales and calls of securities, net of tax of $0 and ($156) for the years ended December 31, 2021 and 2020

 

 

-

 

 

 

(587

)

Unrealized losses on interest rate swaps, net of tax of ($17) and $0 for the years ended December 31, 2021 and 2020

 

 

(64

)

 

 

-

 

Total other comprehensive income (loss)

 

 

(3,671

)

 

 

1,503

 

Total comprehensive income

 

$

6,400

 

 

$

9,481

 

 

See Notes to Consolidated Financial Statements

62


 

VIRGINIA NATIONAL BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(dollars in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

Common

 

 

Capital

 

 

Retained

 

 

Comprehensive

 

 

 

 

 

 

Stock

 

 

Surplus

 

 

Earnings

 

 

Income (Loss)

 

 

Total

 

Balance, December 31, 2019

 

$

6,720

 

 

$

32,195

 

 

$

37,235

 

 

$

(43

)

 

$

76,107

 

Stock option expense

 

 

-

 

 

 

124

 

 

 

-

 

 

 

-

 

 

 

124

 

Restricted stock grant expense

 

 

-

 

 

 

140

 

 

 

-

 

 

 

-

 

 

 

140

 

Vested stock grants

 

 

2

 

 

 

(2

)

 

 

-

 

 

 

-

 

 

 

-

 

Cash dividends declared ($1.20 per share)

 

 

-

 

 

 

-

 

 

 

(3,254

)

 

 

-

 

 

 

(3,254

)

Net income

 

 

-

 

 

 

-

 

 

 

7,978

 

 

 

-

 

 

 

7,978

 

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,503

 

 

 

1,503

 

Balance, December 31, 2020

 

$

6,722

 

 

$

32,457

 

 

$

41,959

 

 

$

1,460

 

 

$

82,598

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued in acquisition of
   Fauquier Bankshares, Inc.

 

 

6,428

 

 

 

71,608

 

 

 

-

 

 

 

-

 

 

 

78,036

 

Cash in lieu of fractional shares

 

 

 

 

 

(4

)

 

 

 

 

 

 

 

 

(4

)

Exercise of stock options

 

 

3

 

 

 

27

 

 

 

-

 

 

 

-

 

 

 

30

 

Stock option expense

 

 

-

 

 

 

145

 

 

 

-

 

 

 

-

 

 

 

145

 

Restricted stock grant expense

 

 

-

 

 

 

376

 

 

 

-

 

 

 

-

 

 

 

376

 

Vested stock grants

 

 

25

 

 

 

(25

)

 

 

-

 

 

 

-

 

 

 

-

 

Cash dividends declared ($1.20 per share)

 

 

-

 

 

 

-

 

 

 

(5,594

)

 

 

-

 

 

 

(5,594

)

Net income

 

 

-

 

 

 

-

 

 

 

10,071

 

 

 

-

 

 

 

10,071

 

Other comprehensive loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,671

)

 

 

(3,671

)

Balance, December 31, 2021

 

$

13,178

 

 

$

104,584

 

 

$

46,436

 

 

$

(2,211

)

 

$

161,987

 

 

See Notes to Consolidated Financial Statements

63


 

VIRGINIA NATIONAL BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

 

 

For the years ended December 31,

 

 

 

2021

 

 

2020

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income

 

$

10,071

 

 

$

7,978

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Provision for loan losses

 

 

1,014

 

 

 

1,622

 

Net accretion of certain acquisition-related adjustments

 

 

(3,381

)

 

 

-

 

Amortization of intangible assets

 

 

1,456

 

 

 

90

 

Net amortization and accretion of securities

 

 

1,542

 

 

 

724

 

Net gains on sales and calls of securities

 

 

-

 

 

 

(743

)

Net gains on sales of other assets

 

 

(65

)

 

 

-

 

Bank owned life insurance income

 

 

(708

)

 

 

(437

)

Depreciation and other amortization

 

 

2,944

 

 

 

1,866

 

Deferred tax expense (benefit)

 

 

702

 

 

 

(214

)

Stock option expense

 

 

145

 

 

 

124

 

Stock grant expense

 

 

376

 

 

 

140

 

Net change in:

 

 

 

 

 

 

   Accrued interest receivable and other assets

 

 

(2,605

)

 

 

(946

)

   Accrued interest payable and other liabilities

 

 

1,574

 

 

 

(951

)

Net cash provided by operating activities

 

 

13,065

 

 

 

9,253

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Acquisition of Fauquier Bankshares

 

 

153,278

 

 

 

-

 

Purchases of available for sale securities

 

 

(74,427

)

 

 

(167,357

)

Net increase in restricted investments

 

 

(320

)

 

 

(1,327

)

Proceeds from maturities, calls and principal payments of available for sale securities

 

 

31,720

 

 

 

39,740

 

Proceeds from sale of available for sale securities

 

 

-

 

 

 

69,494

 

Net decrease (increase) in loans

 

 

146,945

 

 

 

(70,249

)

Proceeds from sale of loans

 

 

6,251

 

 

 

-

 

Proceeds from sale of premises and equipment

 

 

34

 

 

 

-

 

Cash payment for wealth management book of business

 

 

-

 

 

 

(50

)

Purchase of bank premises and equipment, net

 

 

(1,293

)

 

 

(199

)

Net cash provided by (used in) investing activities

 

 

262,188

 

 

 

(129,948

)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Net increase in demand deposits, NOW accounts, and money market accounts

 

 

254,564

 

 

 

119,729

 

Net decrease in certificates of deposit and other time deposits

 

 

(6,712

)

 

 

(10,176

)

Net (decrease) increase in other borrowings

 

 

(42,582

)

 

 

30,000

 

Proceeds from stock options exercised

 

 

30

 

 

 

-

 

Cash dividends paid

 

 

(6,408

)

 

 

(3,248

)

Net cash provided by financing activities

 

 

198,892

 

 

 

136,305

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

$

474,145

 

 

$

15,610

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS:

 

 

 

 

 

 

Beginning of period

 

$

34,695

 

 

$

19,085

 

End of period

 

$

508,840

 

 

$

34,695

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

Cash payments for:

 

 

 

 

 

 

     Interest

 

$

3,269

 

 

$

3,487

 

     Taxes

 

$

1,217

 

 

$

2,750

 

 

 

 

 

 

 

 

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

Unrealized (losses) gains on available for sale securities

 

$

(4,566

)

 

$

1,902

 

Unrealized (losses) gains on interest rate swaps

 

$

(81

)

 

$

-

 

Initial right-of-use assets obtained in exchange for new operating lease liabilities

 

$

-

 

 

$

711

 

Assets acquired in business combination

 

$

910,494

 

 

$

-

 

Liabilities assumed in business combination

 

$

840,226

 

 

$

-

 

Change in goodwill

 

$

7,768

 

 

$

-

 

See Notes to Consolidated Financial Statements

64


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Summary of Significant Accounting Policies

The Company - Headquartered in Charlottesville, Virginia, Virginia National Bankshares Corporation (the Company) (NASDAQ: VABK) is a bank holding company incorporated under the laws of the Commonwealth of Virginia. The Company is authorized to issue (a) 10,000,000 shares of common stock with a par value of $2.50 per share and (b) 2,000,000 shares of preferred stock at a par value $2.50 per share. There is currently no preferred stock outstanding. The Company is regulated under the Bank Holding Company Act of 1956, as amended and is subject to inspection, examination, and supervision by the Federal Reserve Board.

Virginia National Bank (the Bank) is a wholly-owned subsidiary of the Company and was organized in 1998 under federal law as a national banking association to engage in a general commercial and retail banking business. The Bank is also headquartered in Charlottesville, Virginia and primarily serves the Virginia communities in and around the cities of Charlottesville, Winchester, Manassas and Richmond, and the counties of Albemarle, Fauquier, Frederick and Prince William. As a national bank, the Bank is subject to the supervision, examination and regulation of the OCC.

The Bank offers a full range of banking and related financial services to meet the needs of individuals, businesses and charitable organizations, including the fiduciary services of VNB Trust and Estate Services. The Bank also offers, through its networking agreements with third parties, investment advisory and other investment services under Sturman Wealth Advisors. Investment management services are offered through Masonry Capital Management, LLC, a registered investment adviser and wholly-owned subsidiary of the Company.

The Bank, through its financial subsidiary Fauquier Bank Services, Inc., has equity ownership interests in Bankers Insurance, LLC, a Virginia independent insurance company, and Bankers Title Shenandoah, LLC, a title insurance company, both of which are owned by a consortium of Virginia community banks.

The Bank has another subsidiary, Special Properties Acquisition - VA, LLC, which was originally formed by Fauquier to hold other real estate owned; however, there are no assets currently held by this subsidiary.

In addition, the Company owns Fauquier Statutory Trust II (“Trust II”), which is an unconsolidated subsidiary. The subordinated debt owed to Trust II is reported as a liability of the Company.

On April 1, 2021, the Company completed the Merger with Fauquier with and into the Company for total consideration paid of $78.0 million. In connection with the transaction, TFB, Fauquier's wholly-owned bank subsidiary, was merged with and into the Bank. Additional information about this transaction is presented in Note 2 – Business Combinations.

Basis of Financial Information - The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America and to the reporting guidelines prescribed by regulatory authorities. The following is a description of the more significant of those policies and practices.

Principles of consolidation – The consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiaries, the Bank and Masonry Capital. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses (including impaired loans), acquisition accounting, other-than-temporary impairment of securities, intangible assets, income taxes, and fair value measurements.

Cash flow reporting – For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of cash on hand, funds due from banks, interest bearing deposits in other banks and federal funds sold.

65


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Securities – Unrestricted investments are classified in two categories as described below.

Securities held to maturity – Securities classified as held to maturity are those debt securities the Company has both the positive intent and ability to hold to maturity regardless of changes in market conditions, liquidity needs or changes in general economic conditions. Currently the Company has no securities classified as held to maturity because of Management’s desire to have more flexibility in managing the investment portfolio.
Securities available for sale – Securities classified as AFS are those debt securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity. Any decision to sell a security classified as AFS would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Company’s assets and liabilities, liquidity needs, regulatory capital considerations, and other similar factors. AFS securities are carried at fair value. Unrealized gains or losses are reported as a separate component of other comprehensive income. Realized gains or losses, determined on the basis of the cost of specific securities sold, are included in earnings.

Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities or to “call” dates, whichever occurs first. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

Impairment of securities occurs when the fair value of a security is less than its amortized cost. For debt securities, impairment is considered other-than-temporary and recognized in its entirety in net income if either (1) the Company intends to sell the security or (2) it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If, however, the Company does not intend to sell the security and it is not more-than-likely that the Company will be required to sell the security before recovery, the Company must determine what portion of the impairment is attributable to a credit loss, which occurs when the amortized cost of the security exceeds the present value of the cash flows expected to be collected from the security. If there is no credit loss, there is no other-than-temporary impairment. If there is a credit loss, other-than-temporary impairment exists, and the credit loss must be recognized in net income and the remaining portion of impairment must be recognized in other comprehensive income.

Restricted securities As members of the FRB and the FHLB, the Company is required to maintain certain minimum investments in the common stock of the FRB and FHLB. Required levels of investments are based upon the Bank’s capital and a percentage of qualifying assets. Additionally, the Company has purchased common stock in CBB Financial Corp. (“CBBFC”), the holding company for Community Bankers’ Bank and an investment in an SBA loan fund. These restricted securities are carried at cost.

Loans – Loans are reported at the principal balance outstanding net of unearned discounts and of the allowance for loan losses. Interest income on loans is reported on the level-yield method and includes amortization of deferred loan fees and costs over the loan term. Acquired Loans were recorded at fair value at the Merger date without carryover of Fauquier's allowance for loan losses or net deferred fee/costs. The fair value of the Acquired Loans was determined using market participant assumptions in estimating the amount and timing of both principal and interest cash flows expected to be collected on the loans and then discounting those cash flows based on a discount rate that would be required by a market participant. Acquired Loans are classified as either (i) purchased credit-impaired loans or (ii) purchased performing loans. PCI loans are not classified as nonperforming loans by the Company at the time they are acquired, regardless of whether they had been classified as nonperforming by the previous holder of such loans, and they will not be classified as nonperforming so long as, at semi-annual re-estimation periods, we believe we will full collect the new carrying value of the pools of loans. Purchased performing loans are accounted for using the contractual cash flows method of recognizing discount accretion based on the Acquired Loans' contractual cash flows. Further information regarding the Company’s accounting policies related to past due loans, non-accrual loans, impaired loans and troubled-debt restructurings is presented in Note 4 - Loans.

Allowance for loan losses The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses inherent in the loan portfolio. The allowance for loan losses includes allowance allocations calculated in accordance with FASB ASC Topic 310, “Receivables” and allowance allocations calculated in accordance

66


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

with ASC Topic 450, “Contingencies.” Further information regarding the Company’s policies and methodology used to estimate the allowance for loan losses is presented in Note 5 – Allowance for Loan Losses.

Transfers of financial assetsTransfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company or its subsidiaries – put presumptively beyond reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company or its subsidiaries does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.

Premises and equipment – Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed by the straight-line method based on the estimated useful lives of assets, which range from 3 to 40 years. Expenditures for repairs and maintenance are charged to expense as incurred. The costs of major renewals and betterments are capitalized and depreciated over their estimated useful lives. Upon disposition, the asset and related accumulated depreciation are removed from the books and any resulting gain or loss is charged to income. More information regarding premises and equipment is presented in Note 6 – Premises and Equipment.

Leases - The Company recognizes a lease liability and a right-of-use asset in connection with leases in which it is a lessee, except for leases with a term of twelve months or less. A lease liability represents the Company’s obligation to make future payments under lease contracts, and a right-of-use asset represents the Company’s right to control the use of the underlying property during the lease term. Lease liabilities and right-of-use assets are recognized upon commencement of a lease and measured as the present value of lease payments over the lease term, discounted at the incremental borrowing rate of the lessee. Further information regarding leases is presented in Note 7 – Leases.

Intangible assets – Goodwill is determined as the excess of the fair value of the consideration transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and other intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually, or more frequently if events and circumstances exist that indicate that a goodwill impairment test should be performed. The Company performs the test as of December 31 of each year whereby the estimated fair value is compared to the carrying value. Intangible assets with definite useful lives are amortized over their estimated useful lives, which range from 3 to 10 years, to their estimated residual values. Goodwill is the only intangible asset with an indefinite life included on the Company’s Consolidated Balance Sheets. Management has concluded that no impairment of these assets existed as of the balance sheet date. More information regarding intangible assets is presented in Note 8 – Goodwill and Other Intangible Assets.

BOLI – The Company has purchased life insurance on certain key employees and acquired BOLI policies as part of the Merger. These policies are recorded at their cash surrender value on the Consolidated Balance Sheets. Income generated from polices is recorded as noninterest income.

Other Real Estate Owned - Assets acquired through or in lieu of loan foreclosures are held for sale and are initially recorded at fair value less selling costs at the date of foreclosure, establishing a new cost basis. When the carrying amount exceeds the acquisition date fair value less selling costs, the excess is charged off against the ALLL. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell, and any valuation adjustments occurring from post-acquisition reviews are charged to expense as incurred. Revenue and expenses from operations and changes in the valuation allowance are included in other expenses on the Company’s Consolidated Statements of Income.

Fair value measurements ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon internally developed models that primarily use, as inputs, observable market-based

67


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

parameters. Any such valuation adjustments are applied consistently over time. Additional information on fair value measurements is presented in Note 17 – Fair Value Measurements.

Stock-based compensation – The Company accounts for all plans under recognition and measurement accounting principles which require that the compensation cost relating to stock-based payment transactions be recognized in the financial statements. Stock-based compensation arrangements include stock options and unrestricted or restricted stock grants. For stock options, compensation is estimated at the date of grant, using the Black-Scholes option valuation model for determining fair value. The model employs the following assumptions:

Dividend yield - calculated as the ratio of historical cash dividends paid per share of common stock to the stock price on the date of grant;
Expected life (term of the option) - based on the average of the contractual life and vesting schedule for the respective option;
Expected volatility - based on the monthly historical volatility of the Company’s stock price over the expected life of the options;
Risk-free interest rate - based upon the U.S. Treasury bill yield curve, for periods within the contractual life of the option, in effect at the time of grant.

The Company has elected to estimate forfeitures when recognizing compensation expense, and this estimate of forfeitures is adjusted over the requisite service period or vesting schedule based on the extent to which actual forfeitures differ from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment, which is recognized in the period of change, and also will impact the amount of estimated unamortized compensation expense to be recognized in future periods. Further information on stock-based compensation is presented in Note 19 – Stock Incentive Plans.

Net income per common share – Basic net income per share, commonly referred to as earnings per share, represent income available to common shareholders divided by the weighted-average number of common shares outstanding during the period, including restricted shares that have not yet vested as these are considered participating securities during the vesting period. Diluted net income per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method. Additional information on net income per share is presented in Note 20 – Net Income per Share.

Comprehensive income – Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on AFS securities and interest rate swaps, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income. Further information on the Company’s other comprehensive income is presented in Note 21 – Other Comprehensive Income.

Derivative Financial Instruments - The Company recognizes derivative financial instruments in the consolidated balance sheets at fair value. The fair value of a derivative is determined by quoted market prices and mathematical models using current and historical data. If certain hedging criteria are met, including testing for hedge effectiveness, special hedge accounting may be applied. The Company assesses each hedge, both at inception and on an ongoing basis, to determine whether the derivative used in a hedging transaction is effective in offsetting changes in the fair value or cash flows of the hedged item and whether the derivative is expected to remain effective during subsequent periods. The Company discontinues hedge accounting when (i) it determines that a derivative is no longer effective in offsetting changes in fair value or cash flows of a hedged item; (ii) the derivative expires or is sold, terminated or exercised; (iii) probability exists that the forecasted transaction will no longer occur or; (iv) management determines that designating the derivative as a hedging instrument is no longer appropriate. When hedge accounting is discontinued and a derivative remains outstanding, the Company recognizes the derivative in the balance sheet at its fair value and changes in the fair value are recognized in net income.

At inception, the Company designates a derivative as (i) a fair value hedge of recognized assets or liabilities or of unrecognized firm commitments (fair value hedge) or (ii) a hedge of forecasted transactions or variable cash flows to be received or paid in conjunction with recognized assets or liabilities (cash flow hedge). For

68


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

a derivative treated as a fair value hedge, a change in fair value is recorded as an adjustment to the hedged item and recognized in net income. For a derivative treated as a cash flow hedge, the effective portion of a change in fair value is recorded as an adjustment to the hedged item and recognized as a component of accumulated other comprehensive income (loss) within shareholders’ equity. For a derivative treated as a cash flow hedge, the ineffective portion of a change in fair value is recorded as an adjustment to the hedged item and recognized in net income. Further information on the Company's derivative financial instruments is presented in Note 23 -Derivatives Instruments and Hedging Activities.

Advertising costs – The Company follows the policy of charging the costs of advertising to expense as they are incurred.

Income taxes – Deferred taxes are provided on the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, operating loss carry forwards, and tax credit carry forwards. Deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

When tax returns are filed, it is highly probable that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Interest and penalties associated with unrecognized tax benefits, if any, are classified as additional income taxes in the statements of income. For the years ended December 31, 2021 and 2020, there were no such interest or penalties recognized. Further information on the Company’s accounting policies for income taxes is presented in Note 11 – Income Taxes.

Securities and other property held in a fiduciary capacity Securities and other property held by VNB Trust and Estate Services, Sturman Wealth Advisors or Masonry Capital in a fiduciary or agency capacity are not assets of the Company and are not included in the accompanying consolidated financial statements.

Revenue Recognition - ASU 2014-09, “Revenue from Contracts with Customers”, and all subsequent amendments to the ASU (collectively “Topic 606”), (i) creates a single framework for recognizing revenue from contracts with customers that fall within its scope and (ii) revises when it is appropriate to recognize a gain (loss) from the transfer of nonfinancial assets, such as OREO. The majority of the Company’s revenue is from interest income, including loans and securities, which are outside the scope of the standard. The services that fall within the scope of the standard are presented within noninterest income on the consolidated statement of income and are recognized as revenue as the Company satisfies its obligations to the customer. The revenue that falls within the scope of Topic 606 is primarily related to service charges on deposit accounts, debit/credit card and ATM fees, asset management fees and sales of other real estate owned, when applicable.

Reclassifications – Certain reclassifications have been made to the prior year financial statements to conform to current year presentation. The results of the reclassifications are not considered material.

Recent Accounting Pronouncements

Financial Instruments – Credit Losses - In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full

69


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The FASB has issued multiple updates to ASU 2016-13 as codified in Topic 326, including ASU’s 2019-04, 2019-05, 2019-10, 2019-11, 2020-02, and 2020-03. These ASU’s have provided for various minor technical corrections and improvements to the codification as well as other transition matters. Smaller reporting companies who file with the U.S. Securities and Exchange Commission (SEC) and all other entities who do not file with the SEC are required to apply the guidance for fiscal years, and interim periods within those years, beginning after December 15, 2022.

The amendments of Topic 326, upon adoption, will be applied on a modified retrospective basis, with the cumulative effect of adopting the new standard being recorded as an adjustment to opening retained earnings in the period of adoption.

The Company is currently assessing the impact that Topic 326 will have on its consolidated financial statements. Early in 2017, the Company formed a cross-functional steering committee, including some members of senior management, to provide governance and guidance over the project plan. The steering committee has gathered historical loan loss data for purposes of evaluating the appropriate portfolio segmentation and modeling methods under the standard and has performed procedures to validate the historical loan loss data to ensure its suitability and reliability for purposes of developing an estimate of expected credit losses under Topic 326. The Company has engaged a vendor to assist in modeling expected lifetime losses under Topic 326 and is continuing to develop and refine an approach to estimate the ACL. The adoption of Topic 326 will result in significant changes to the Company's consolidated financial statements, which may include changes in the level of the ACL that will be considered adequate, a reduction in total equity and regulatory capital of the Bank, differences in the timing of recognizing changes to the ACL and expanded disclosures about the ACL. The Company has not yet determined an estimate of the effect of these changes, as it will be dependent upon portfolio composition and credit quality at the adoption date, as well as economic conditions and forecasts at that time. The adoption of the standard will also result in significant changes in the Company's internal control over financial reporting related to the ACL.

Effective November 25, 2019, the SEC adopted SAB 119. SAB 119 updated portions of SEC interpretative guidance to align with FASB ASC 326. It covers topics including (1) measuring current expected credit losses; (2) development, governance, and documentation of a systematic methodology; (3) documenting the results of a systematic methodology; and (4) validating a systematic methodology.

LIBOR and Other Reference Rates - In March 2020, the FASB issued ASU No. 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This guidance provides temporary, optional guidance to ease the potential burden in accounting for reference rate reform associated with the LIBOR transition. LIBOR and other interbank offered rates are widely used benchmark or reference rates that have been used in the valuation of loans, derivatives, and other financial contracts. Global capital markets are going to be required to move away from LIBOR and other interbank offered rates and toward rates that are more observable or transaction based and less susceptible to manipulation. Topic 848 provides optional expedients and exceptions, subject to meeting certain criteria, for applying current GAAP to contract modifications and hedging relationships, for contracts that reference LIBOR or another reference rate expected to be discontinued. Topic 848 is intended to help stakeholders during the global market-wide reference rate transition period. The amendments are effective as of March 12, 2020 through December 31, 2022 and can be adopted at an instrument level.

To facilitate an orderly transition from LIBOR and other benchmark rates to alternative reference rates, the Company has established a focus committee, which includes members of senior management, including the Chief Credit Officer and Chief Financial Officer, among others. The task of this committee is to identify, assess and monitor risks associated with the expected discontinuation or unavailability of benchmarks, including LIBOR, achieve operational readiness and engage impacted clients in connection with the transition to alternative reference rates. A complete inventory of instruments tied to LIBOR has been developed, and the focus committee is working through each of the instruments to determine ultimate resolution.

Other accounting standards that have been issued by the FASB or other standards-setting bodies are not currently expected to have a material effect on the Company's financial position, results of operations or cash flows.  

 

 

 

70


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2 - Business Combinations

On April 1, 2021, the Company completed the Merger with Fauquier with and into the Company, with the Company surviving, pursuant to the terms of the Agreement and Plan of Reorganization, dated October 1, 2020, between the Company and Fauquier.

Pursuant to the Merger Agreement, holders of shares of Fauquier common stock received 0.675 shares of the Company’s common stock for each share of Fauquier common stock held immediately prior to the Effective Date of the Merger, plus cash in lieu of fractional shares. In connection with the transaction, the Company issued 2,571,213 shares of its common stock to the shareholders of Fauquier and paid $4 thousand in cash in lieu of fractional shares. Each share of the Company’s common stock outstanding immediately prior to the Merger remained outstanding and was unaffected by the Merger.

Shortly after the Effective Date of the Merger, TFB, Fauquier’s wholly-owned bank subsidiary, was merged with and into Virginia National Bank, the Company’s wholly-owned bank subsidiary, with Virginia National Bank surviving.

The Company accounted for the Merger using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under the acquisition method of accounting, the assets acquired and liabilities assumed in the Merger and the common stock of the Company issued as consideration were recorded at their respective acquisition date fair values. Determining the fair value of assets and liabilities, particularly related to the loan portfolio, is inherently subjective and involves significant judgment regarding the methods and assumptions used to estimate fair value. Under ASC 805, during the measurement period of up to one year, the acquirer shall adjust the amounts recognized at the acquisition date and may recognize additional assets or liabilities to reflect new information obtained from facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Measurement period adjustments are recognized in the reporting period in which they are determined. The measurement period may not exceed one year from the acquisition date.

 

71


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents as of April 1, 2021 the total consideration paid by the Company in connection with the Merger, the fair values of the assets acquired and liabilities assumed, and the resulting goodwill:

 

(Dollars in thousands)

As Recorded

 

Fair Value

 

As Recorded

 

 

by Fauquier

 

Adjustment

 

by the Company

 

Assets:

 

 

 

 

 

 

Cash and cash equivalents

$

153,282

 

$

-

 

$

153,282

 

Securities available for sale

 

93,133

 

 

-

 

 

93,133

 

Restricted securities

 

1,619

 

 

-

 

 

1,619

 

Loans, net

 

615,766

 

 

(13,123

)

 

602,643

 

Premises and equipment

 

16,276

 

 

3,872

 

 

20,148

 

Other real estate owned

 

1,356

 

 

(745

)

 

611

 

Bank-owned life insurance

 

13,677

 

 

-

 

 

13,677

 

Right-of-use assets

 

4,355

 

 

1,077

 

 

5,432

 

Core deposit intangible

 

-

 

 

9,660

 

 

9,660

 

Other assets

 

11,298

 

 

(1,009

)

 

10,289

 

Total assets acquired

$

910,762

 

$

(268

)

$

910,494

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Deposits

 

817,499

 

 

191

 

 

817,690

 

Short-term borrowings

 

12,582

 

 

473

 

 

13,055

 

Junior subordinated debt

 

4,124

 

 

(790

)

 

3,334

 

Lease liability

 

4,440

 

 

352

 

 

4,792

 

Other liabilities

 

1,355

 

 

-

 

 

1,355

 

Total liabilities assumed

$

840,000

 

$

226

 

$

840,226

 

Net assets acquired

 

 

 

 

$

70,268

 

Total consideration paid

 

 

 

 

 

78,036

 

Goodwill resulting from merger

 

 

 

 

$

7,768

 

 

 

 

 

 

 

 

 

In connection with the Merger, the Company recorded approximately $7.8 million of goodwill and $9.7 million of other intangible assets related to the core deposits of Fauquier. The goodwill arising from the Merger with Fauquier is not deductible for income taxes. The core deposit intangible asset will be amortized over a period of seven years using the sum of years digits method.

Loans acquired from Fauquier had aggregate outstanding principal of $622.9 million and an estimated fair value of $602.6 million. The discount between the outstanding principal balance and fair value of $20.3 million represents expected credit losses and adjustments for market interest rates of $21.3 million, offset by elimination of net deferred fees/costs of $979 thousand. Under the acquisition method (ASC 805), the allowance for loan losses recorded in the books of Fauquier in the amount of $7.2 million was not carried over into the books of the Company.

As of the Effective Date, the fair value of the performing loans was $513.8 million, which was 1.7% less than the book value of the loans. The total fair value discount on performing loans of $9.0 million consisted of a credit discount of $8.4 million and an other fair value discount of $647 thousand. Loans that have evidence of deterioration in credit quality since origination are categorized as purchased credit impaired. As of the Effective Date, the fair value of PCI loans was $87.3 million, which was 12.3% below the book value of the loans. The total fair value mark on PCI loans of $12.3 million consisted of a credit discount of $11.2 million and an other fair value discount of $1.1 million.

 

72


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Information about PCI loans acquired from Fauquier as of April 1, 2021 is as follows:

 

(Dollars in thousands)

April 1, 2021

 

Contractual principal and interest at acquisition

$

136,476

 

Nonaccretable difference

 

(33,712

)

Expected cash flows at acquisition

 

102,764

 

Accretable yield

 

(15,499

)

Basis in PCI loans at acquisition, estimated fair value

$

87,265

 

 

Fair values of the major categories of assets acquired and liabilities assumed as part of the Merger were determined as follows:

Cash and due from banks: The carrying amount of cash and due from banks was used as a reasonable estimate of fair value.

Securities available for sale: The estimated fair value of AFS investment securities was based on quoted pricing from a third party portfolio accounting service vendor for the valuation of those securities.

Loans: The Acquired Loans were recorded at fair value at the Merger date without carryover of Fauquier's allowance for loan losses or net deferred fee/costs. The fair value of the Acquired Loans was determined using market participant assumptions in estimating the amount and timing of both principal and interest cash flows expected to be collected on the loans and then discounting those cash flows based on a discount rate that would be required by a market participant. 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, loan purpose and loan structure. Credit risk characteristics included risk rating groups (pass rated loans and adversely classified loans), updated loan-to-value ratios and lien position, and past loan performance. For valuation purposes, these pools were further disaggregated by maturity and pricing characteristics (e.g., fixed-rate, adjustable-rate, balloon maturities).

Premises and equipment: The land and buildings acquired were recorded at fair value as determined by current appraisals by independent third parties and tax assessments at the Effective Date.

Other real estate owned: OREO was recorded at fair value based on an existing purchase contract, less estimated selling costs.

Bank owned life insurance: The carrying amount of bank owned life insurance was used as a reasonable estimate of fair value.

Right of use assets and lease liabilities: Lease liabilities were measured at the present value of the remaining lease payments, as if the acquired lease were a new lease of the Company at the Effective Date. Right-of-use assets were measured at the same amount as the lease liability as adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms.

Core deposit intangible: The fair value of the CDI was determined based on a discounted cash flow analysis using a discount rate based on the estimated cost of equity capital for a market participant. To calculate cash flows, deposit account servicing costs (net of deposit fee income) and interest expense on deposits were compared to the cost of alternative funding sources available through the FHLB. The life of the deposit base and projected deposit attrition rates were determined using Fauquier’s historical deposit data. The CDI was estimated at $9.7 million or 1.3% of non-maturity deposits.

Deposits: The fair value adjustment of deposits represents a premium over the value of the contractual repayments of fixed-maturity deposits using prevailing market interest rates for similar term certificates of deposit, using a discounted cash flow method. The resulting estimated fair value adjustment of certificates of deposit ranging in maturity from one month to three years is a $191 thousand premium and is being amortized into income over a period of thirty-six months.

Short-term borrowings: The fair value of borrowings was determined by comparison to current interest rates for similar borrowings. The resulting fair value adjustment to short-term borrowings is a $473 thousand premium which will be amortized into interest expense over the remaining life of the debt on a

73


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

straight-line basis. (Note that such borrowings were repaid in the third quarter of 2021, and therefore, the premium was fully amortized during 2021.)

Junior subordinated debt: The fair value of the junior subordinated debt was determined by forecasting the cash flows at the stated coupon rate and discount at a prevailing market rate. The prevailing market rate was based on implied market yields for recently issued debt with similar duration, credit quality, seniority and structure, issued by institutions of similar asset size. The resulting estimated fair value adjustment of junior subordinated debt is a $790 thousand discount and is being accreted to interest expense over the remaining life of the debt on a straight-line basis.

The revenue and earnings amounts specific to Fauquier since the Effective Date that are included in the consolidated results for 2021 are not readily determinable. The disclosures of these amounts are impracticable due to the merging of certain processes and systems at the Effective Date.

Merger and merger-related expenses were $7.4 million ($5.5 million after taxes) for 2021 and $1.0 million ($704 thousand after taxes) for 2020. These costs included investment banker fees, expenses related to the integration of systems and operations, change of control payments, severance and stay-put bonuses and legal and consulting expenses, which have been expensed as incurred.

The following amounts were accreted to income during 2021: $2.8 million increase to interest income (accretable yield from purchased performing loans), $473 thousand fair value adjustment as a result of early payoff of FHLB advances and $136 thousand reduction to interest expense related to the time deposit fair value discount. During 2021, the Company incurred $1.4 million in amortization expense related to the core deposit intangible, $33 thousand in amortization expense related to the junior subordinated debt and $6 thousand reduction of interest income related to the PCI loans.

Note 3 – Securities

The amortized cost and fair values of securities available for sale as of December 31, 2021 and December 31, 2020 are as follows:

 

December 31, 2021

 

Amortized

 

 

Gross
Unrealized

 

 

Gross
Unrealized

 

 

Fair

 

(Dollars in thousands)

 

Cost

 

 

Gains

 

 

(Losses)

 

 

Value

 

U.S. Government agencies

 

$

32,424

 

 

$

24

 

 

$

(867

)

 

$

31,581

 

Mortgage-backed securities/CMOs

 

 

172,975

 

 

 

248

 

 

 

(2,259

)

 

 

170,964

 

Municipal bonds

 

 

101,136

 

 

 

1,162

 

 

 

(1,026

)

 

 

101,272

 

Total Securities Available for Sale

 

$

306,535

 

 

$

1,434

 

 

$

(4,152

)

 

$

303,817

 

 

December 31, 2020

 

Amortized

 

 

Gross
Unrealized

 

 

Gross
Unrealized

 

 

Fair

 

(Dollars in thousands)

 

Cost

 

 

Gains

 

 

(Losses)

 

 

Value

 

U.S. Government agencies

 

$

25,496

 

 

$

7

 

 

$

(198

)

 

$

25,305

 

Mortgage-backed securities/CMOs

 

 

77,438

 

 

 

844

 

 

 

(182

)

 

 

78,100

 

Municipal bonds

 

 

69,303

 

 

 

1,499

 

 

 

(121

)

 

 

70,681

 

Total Securities Available for Sale

 

$

172,237

 

 

$

2,350

 

 

$

(501

)

 

$

174,086

 

 

All mortgage-backed securities included in the above tables were issued by U.S. government agencies and corporations. At December 31, 2021, the securities issued by political subdivisions or agencies were highly rated with 100% of the municipal bonds having AA or higher ratings. Approximately 65% of the municipal bonds are general obligation bonds with issuers that are geographically diverse.

Marketable equity securities consist of nominal investments made by the Company in equity positions of various community banks and bank holding companies and are reported in other assets at fair value on the Consolidated Balance Sheets. Unrealized gains and losses are recorded in the Consolidated Statements of Income.

There were no unrestricted securities classified as held to maturity as of December 31, 2021 or December 31, 2020.

74


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted securities are securities with limited marketability and consist of stock in the FRB, FHLB, CBBFC and an investment in an SBA loan fund. These restricted securities, totaling $5.0 million and $3.0 million as of December 31, 2021 and December 31, 2020, respectively, are carried at cost.

During the year ended December 31, 2021, there were no sales of securities. For the year ended December 31, 2020, proceeds from the sales of securities amounted to $69.5 million, and gross realized gain on these securities were $742 thousand. (An additional $1 thousand gain was realized from a call of a security during 2020.)

Securities pledged to secure deposits and for other purposes and to facilitate borrowing from the FRB, had carrying values of $12.7 million at December 31, 2021 and $6.0 million at December 31, 2020.

Year-end securities with unrealized losses, segregated by length of time in a continuous unrealized loss position, were as follows:

 

December 31, 2021

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Less than 12 Months

 

 

12 Months or more

 

 

Total

 

 

 

 

 

 

Unrealized

 

 

 

 

 

Unrealized

 

 

 

 

 

Unrealized

 

 

 

Fair Value

 

 

Losses

 

 

Fair Value

 

 

Losses

 

 

Fair Value

 

 

Losses

 

U.S. Government agencies

 

$

14,443

 

 

$

(340

)

 

$

15,220

 

 

$

(527

)

 

$

29,663

 

 

$

(867

)

Mortgage-backed/CMOs

 

 

131,876

 

 

 

(1,735

)

 

 

15,192

 

 

 

(524

)

 

 

147,068

 

 

 

(2,259

)

Municipal bonds

 

 

40,352

 

 

 

(722

)

 

 

10,409

 

 

 

(304

)

 

 

50,761

 

 

 

(1,026

)

 

 

$

186,671

 

 

$

(2,797

)

 

$

40,821

 

 

$

(1,355

)

 

$

227,492

 

 

$

(4,152

)

 

December 31, 2020

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Less than 12 Months

 

 

12 Months or more

 

 

Total

 

 

 

 

 

 

Unrealized

 

 

 

 

 

Unrealized

 

 

 

 

 

Unrealized

 

 

 

Fair Value

 

 

Losses

 

 

Fair Value

 

 

Losses

 

 

Fair Value

 

 

Losses

 

U.S. Government agencies

 

$

19,298

 

 

$

(198

)

 

$

-

 

 

$

-

 

 

$

19,298

 

 

$

(198

)

Mortgage-backed/CMOs

 

 

24,523

 

 

 

(182

)

 

 

-

 

 

 

-

 

 

 

24,523

 

 

 

(182

)

Municipal bonds

 

 

21,501

 

 

 

(121

)

 

 

-

 

 

 

-

 

 

 

21,501

 

 

 

(121

)

 

 

$

65,322

 

 

$

(501

)

 

$

-

 

 

$

-

 

 

$

65,322

 

 

$

(501

)

 

As of December 31, 2021, there were $227.5 million, or 143 issues, of individual securities in a loss position. These securities had an unrealized loss of $4.2 million and consisted of 84 mortgage-backed/CMOs, 41 municipal bonds, and 18 Agency notes.

The Company’s securities portfolio is primarily made up of fixed rate bonds, whose prices move inversely with interest rates. Any unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the bonds approach their maturity date or repricing date or if market yields for such investments decline. At the end of any accounting period, the portfolio may have both unrealized gains and losses. Management does not believe any of the securities in an unrealized loss position are impaired due to credit quality and does not intend to sell or believe it will be required to sell any of the securities before recovery of the amortized cost basis. Accordingly, as of December 31, 2021, management believes the impairments detailed in the table above are temporary, and no impairment loss has been realized in the Company’s consolidated income statements.

75


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The amortized cost and fair value of AFS debt securities at December 31, 2021 are presented below based upon contractual maturities, by major investment categories. Expected maturities may differ from contractual maturities because issuers have the right to call or prepay obligations.

 

(Dollars in thousands)

 

Amortized Cost

 

 

Fair Value

 

U.S. Government agencies

 

 

 

 

 

 

After five years to ten years

 

$

26,424

 

 

$

25,804

 

Ten years or more

 

 

6,000

 

 

 

5,777

 

 

 

$

32,424

 

 

$

31,581

 

Mortgage-backed securities/CMOs

 

 

 

 

 

 

After one year to five years

 

$

8,427

 

 

$

8,344

 

After five years to ten years

 

 

4,811

 

 

 

4,786

 

Ten years or more

 

 

159,737

 

 

 

157,834

 

 

 

$

172,975

 

 

$

170,964

 

Municipal bonds

 

 

 

 

 

 

      One year or less

 

$

507

 

 

$

515

 

After one year to five years

 

 

611

 

 

 

616

 

After five years to ten years

 

 

12,245

 

 

 

12,448

 

Ten years or more

 

$

87,773

 

 

$

87,693

 

 

 

$

101,136

 

 

$

101,272

 

 

 

 

 

 

 

 

Total Debt Securities Available for Sale

 

$

306,535

 

 

$

303,817

 

 

Note 4 – Loans

The composition of the loan portfolio by major loan classification appears below. Note that all loan balances are presented net of credit and other fair value discounts, when applicable.

 

(Dollars in thousands)

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Commercial

 

$

96,696

 

 

$

118,688

 

Real estate construction and land

 

 

79,331

 

 

 

22,509

 

1-4 family residential mortgages

 

 

358,148

 

 

 

132,966

 

Commercial mortgages

 

 

473,632

 

 

 

277,109

 

Consumer

 

 

53,404

 

 

 

58,134

 

Total loans

 

 

1,061,211

 

 

 

609,406

 

Less: Allowance for loan losses

 

 

(5,984

)

 

 

(5,455

)

Net loans

 

$

1,055,227

 

 

$

603,951

 

 

 

 

 

 

 

 

 

Primarily within the second quarter of 2020 and the first quarter of 2021, the Company and Fauquier prior to the Merger assisted nonprofit organizations and local businesses by funding a combined total of $207.5 million of Small Business Administration Paycheck Protection Program loans, which were designed to provide economic relief to small businesses adversely impacted by COVID-19. As of December 31, 2021, the Company had PPP loans of $20.7 million outstanding on its balance sheet, with the remainder having been forgiven by the SBA. As of December 31, 2020, PPP loans totaled $54.2 million.

 

The balances in the table above include unamortized premiums and net deferred loan costs and fees. Unamortized premiums on loans purchased were $1.1 million and $1.8 million as of December 31, 2021 and December 31, 2020, respectively. Net deferred loan fees totaled $865 thousand and $931 thousand as of December 31, 2021 and December 31, 2020, respectively. The deferred fees include $491 thousand in remaining fees collected from the SBA for the PPP loans that are being amortized over the contractual life of the remaining loans, most of which are over a 24-month period. As loans are forgiven by the SBA, accounting principles allow for the accelerated recognition of unamortized fees at that time.

76


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Commercial loans reported above include (i) organic loans originated by the Bank’s commercial lenders, (ii) PPP loans through the SBA as discussed above, (iii) the government guaranteed portion of loans which the Company purchased that are 100% guaranteed by either the United States Department of Agriculture (USDA) or the SBA; and (iv) syndicated loans, also referred to as shared national credits, purchased from national lending correspondents. The government guaranteed loans and the shared national credits are typically purchased at a premium. In the event of early prepayment, the Bank may need to write off any unamortized premium.

Real estate construction and land loans consist primarily of loans for the purchase or refinance of unimproved lots or raw land. Additionally, the Company finances the construction of real estate projects typically where the permanent mortgage will remain with the Company.

1-4 family residential mortgages include consumer purpose 1-4 family residential properties and home equity loans, as well as investor-owned residential real estate. The Company typically originates residential mortgages with the intention of retaining in its portfolio adjustable-rate mortgages and shorter-term, fixed-rate loans. The Company originates residential mortgage loans. A third party is utilized for loans which the Company does not wish to retain for its own loan portfolio due to the interest rate risks that are inherent with long-term fixed rate loans.

In addition, residential mortgages includes packages of 1-4 family residential mortgages that have been purchased, with each purchased loan individually underwritten by the Company prior to the closing of the sale. As of December 31, 2021, the balance in these purchased loan packages totaled approximately $10.6 million.

Commercial mortgages are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts, and the repayment of these loans is generally largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan.

Consumer loans are generally small loans spread across many borrowers and are underwritten after determining the ability of the consumer borrower to repay their obligations as agreed. Consumer loans may be secured or unsecured and are comprised of revolving lines, installment loans and other consumer loans. Included in consumer loans are private student loan packages that were purchased beginning in 2015. As of December 31, 2021, the balance in these purchased student loan packages totaled approximately $30.7 million compared to $37.4 million at December 31, 2020. Deposit account overdrafts are included in the consumer loan balances and totaled $205 thousand and $169 thousand at December 31, 2021 and December 31, 2020, respectively.

Acquired Loans. Loans acquired in business combinations are recorded in the Consolidated Balance Sheets at fair value at the acquisition date under the acquisition method of accounting. The table above includes a net fair value mark of $12.2 million on the purchased impaired loans and $6.2 million on the purchased performing loans as of December 31, 2021 on the Acquired Loans. See Note 2 – Business Combinations for more information on fair value of loan balances acquired in the Merger.

 

 

77


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The outstanding principal balance and the carrying amount at December 31, 2021 on these Acquired Loans were as follows:

 

(Dollars in thousands)

 

December 31, 2021

 

 

 

Acquired Loans -
Purchased
Credit Impaired

 

 

Acquired Loans - Purchased Performing

 

 

Acquired
Loans -
Total

 

Outstanding principal balance

 

$

76,608

 

 

$

372,172

 

 

$

448,780

 

Carrying amount:

 

 

 

 

 

 

 

 

 

Commercial

 

$

994

 

 

$

28,065

 

 

$

29,059

 

Real estate construction and land

 

 

18,576

 

 

 

14,297

 

 

 

32,873

 

1-4 family residential mortgages

 

 

16,020

 

 

 

194,708

 

 

 

210,728

 

Commercial mortgages

 

 

28,675

 

 

 

126,638

 

 

 

155,313

 

Consumer

 

 

118

 

 

 

2,224

 

 

 

2,342

 

Total acquired loans

 

$

64,383

 

 

$

365,932

 

 

$

430,315

 

 

The following table presents a summary of the changes in the accretable yield of loans classified as purchased credit impaired:

 

(Dollars in thousands)

 

Twelve Months Ended

 

 

 

December 31,
2021

 

Accretable yield, beginning of period

 

$

 

Additions

 

 

15,499

 

Accretion

 

 

(1,757

)

Reclassification from (to) nonaccretable difference

 

 

 

Accretable yield, end of period

 

$

13,742

 

 

Loan origination/risk management. The Company has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and the Board of Directors approves lending policies on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies, and nonperforming and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions.

Independent loan review on a portion of the loan portfolio is performed by an independent loan review firm that reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to management and the Audit and Compliance Committee of the Board. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company’s policies and procedures.

Concentrations of credit. Most of the Company’s lending activity occurs within the Commonwealth of Virginia, predominantly in the Company’s primary markets and surrounding areas. The majority of the Company’s loan portfolio consists of commercial real estate loans. The Company manages this risk by using specific underwriting policies and procedures for these types of loans and by avoiding excessive concentrations to any one business or industry.

78


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Related party loans. In the ordinary course of business, the Company has granted loans to certain directors, principal officers and their affiliates (collectively referred to as “related party loans”). Activity in related party loans during 2021 and 2020 is presented in the following table.

 

(Dollars in thousands)

 

2021

 

 

2020

 

Balance outstanding at beginning of year

 

$

19,070

 

 

$

20,300

 

Principal additions

 

 

4,527

 

 

 

9,308

 

Principal reductions

 

 

(7,005

)

 

 

(10,538

)

Balance outstanding at end of year

 

$

16,592

 

 

$

19,070

 

 

Past due, non-accrual and charged-off loans. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due.

Loans are placed on non-accrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due. In determining whether or not a borrower may be unable to meet payment obligations for each class of loans, the Company considers the borrower’s debt service capacity through the analysis of current financial information, if available, and/or current information with regards to the Company’s collateral position. Regulatory provisions generally require a loan to be placed on non-accrual status if (i) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection or (ii) full payment of principal and interest is not expected. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income on non-accrual loans is recognized only to the extent that cash payments are received in excess of principal due. A loan may be returned to accrual status when all the principal and interest amounts contractually due are brought current and future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period (at least six months) of repayment performance by the borrower.

Loans are charged off when 120 days past due. Smaller, unsecured consumer loans, including the student loan portfolio, are typically charged-off when management judges such loans to be uncollectible or the borrowers file for bankruptcy; these loans are generally not placed in non-accrual status prior to charge-off. The Company has contracted with a third party to proactively manage the collections of past due student loans; this third party has extensive experience and specializes in this type of asset management.

Non-accrual loans are shown below by class:

 

(Dollars in thousands)

 

December 31, 2021

 

 

December 31, 2020

 

Land and land development

 

$

 

 

$

8

 

1-4 family residential mortgages

 

 

495

 

 

 

-

 

Total nonaccrual loans

 

$

495

 

 

$

8

 

 

The following tables show the aging of past due loans as of December 31, 2021 and December 31, 2020.

 

Past Due Aging as of
December 31, 2021

 

30-59
Days
Past
Due

 

 

60-89
Days
Past
Due

 

 

90 Days
or More
Past
Due

 

 

Total
Past
Due

 

 

PCI

 

 

Current

 

 

Total
Loans

 

 

90 Days
Past
Due and
Accruing

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

385

 

 

$

355

 

 

$

718

 

 

$

1,458

 

 

$

994

 

 

$

94,244

 

 

$

96,696

 

 

$

718

 

Real estate construction and land

 

 

873

 

 

 

1,283

 

 

 

-

 

 

 

2,156

 

 

 

18,576

 

 

 

58,599

 

 

 

79,331

 

 

 

-

 

1-4 family residential mortgages

 

 

1,508

 

 

 

100

 

 

 

495

 

 

 

2,103

 

 

 

16,020

 

 

 

340,025

 

 

 

358,148

 

 

 

-

 

Commercial mortgages

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

28,675

 

 

 

444,957

 

 

 

473,632

 

 

 

-

 

Consumer loans

 

 

345

 

 

 

196

 

 

 

83

 

 

 

624

 

 

 

118

 

 

 

52,662

 

 

 

53,404

 

 

 

83

 

Total Loans

 

$

3,111

 

 

$

1,934

 

 

$

1,296

 

 

$

6,341

 

 

$

64,383

 

 

$

990,487

 

 

$

1,061,211

 

 

$

801

 

 

79


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Past Due Aging as of
December 31, 2020

 

30-59
Days
Past
Due

 

 

60-89
Days
Past
Due

 

 

90 Days
or More
Past
Due

 

 

Total
Past
Due

 

 

Current

 

 

Total
Loans

 

 

90 Days
Past Due
and
Accruing

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

1,130

 

 

$

470

 

 

$

-

 

 

$

1,600

 

 

$

117,088

 

 

$

118,688

 

 

$

-

 

Real estate construction and land

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

22,509

 

 

 

22,509

 

 

 

-

 

1-4 family residential mortgages

 

 

501

 

 

 

-

 

 

 

-

 

 

 

501

 

 

 

132,465

 

 

 

132,966

 

 

 

-

 

Commercial mortgages

 

 

46

 

 

 

-

 

 

 

-

 

 

 

46

 

 

 

277,063

 

 

 

277,109

 

 

 

-

 

Consumer loans

 

 

298

 

 

 

66

 

 

 

137

 

 

 

501

 

 

 

57,633

 

 

 

58,134

 

 

 

137

 

Total Loans

 

$

1,975

 

 

$

536

 

 

$

137

 

 

$

2,648

 

 

$

606,758

 

 

$

609,406

 

 

$

137

 

 

Impaired loans. Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts when due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impairment is evaluated on an individual loan basis. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net of the impairment, using either the present value of estimated future cash flows at the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

Regulatory guidelines require the Company to re-evaluate the fair value of collateral supporting impaired collateral dependent loans on at least an annual basis.

The following tables provide a breakdown by class of the loans classified as impaired loans as of December 31, 2021 and December 31, 2020. These loans are reported at their recorded investment, which is the carrying amount of the loan as reflected on the Company’s balance sheet, net of charge-offs and other amounts applied to reduce the net book balance. Average recorded investment in impaired loans is computed using an average of month-end balances for these loans for the twelve months ended December 31, 2021 and December 31, 2020. Interest income recognized is for the years ended December 31, 2021 and December 31, 2020.

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2021

 

Recorded
Investment

 

 

Unpaid
Principal
Balance

 

 

Associated
Allowance

 

 

Average
Recorded
Investment

 

 

Interest
Income
Recognized

 

Impaired loans without a valuation allowance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate construction and land

 

$

-

 

 

$

37

 

 

$

-

 

 

$

2

 

 

$

-

 

1-4 family residential mortgages

 

 

594

 

 

 

600

 

 

 

-

 

 

 

269

 

 

 

24

 

Total impaired loans without a valuation
   allowance

 

 

594

 

 

 

637

 

 

 

-

 

 

 

271

 

 

 

24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans with a valuation allowance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

935

 

 

 

935

 

 

 

6

 

 

 

974

 

 

 

54

 

Total impaired loans with a valuation
   allowance

 

 

935

 

 

 

935

 

 

 

6

 

 

 

974

 

 

 

54

 

Total impaired loans

 

$

1,529

 

 

$

1,572

 

 

$

6

 

 

$

1,245

 

 

$

78

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

Recorded
Investment

 

 

Unpaid
Principal
Balance

 

 

Associated
Allowance

 

 

Average
Recorded
Investment

 

 

Interest
Income
Recognized

 

Impaired loans without a valuation allowance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate construction and land

 

$

8

 

 

$

55

 

 

$

-

 

 

$

97

 

 

$

-

 

1-4 family residential mortgages

 

 

109

 

 

 

109

 

 

 

-

 

 

 

113

 

 

 

6

 

Commercial real estate

 

 

-

 

 

 

-

 

 

 

-

 

 

 

781

 

 

 

48

 

Total impaired loans without a valuation
   allowance

 

 

117

 

 

 

164

 

 

 

-

 

 

 

991

 

 

 

54

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans with a valuation allowance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

1,156

 

 

 

1,156

 

 

 

4

 

 

 

1,145

 

 

 

70

 

Total impaired loans with a valuation
   allowance

 

 

1,156

 

 

 

1,156

 

 

 

4

 

 

 

1,145

 

 

 

70

 

Total impaired loans

 

$

1,273

 

 

$

1,320

 

 

$

4

 

 

$

2,136

 

 

$

124

 

 

80


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Troubled debt restructurings are also considered impaired loans. TDRs occur when the Bank agrees to modify the original terms of a loan by granting a concession that it would not otherwise consider due to the deterioration in the financial condition of the borrower. These concessions are done in an attempt to improve the paying capacity of the borrower, and in some cases to avoid foreclosure, and are made with the intent to restore the loan to a performing status once sufficient payment history can be demonstrated. These concessions could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions.

In accordance with regulatory guidance and the CARES Act, the Bank has approved for certain customers who have been adversely affected by the COVID-19 pandemic to defer principal-only, or principal and interest, payments for a 90- to 180-day period. Such short-term modifications, which were made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, are not to be considered TDRs. While interest will continue to accrue to income, in accordance with GAAP, if the Bank ultimately incurs a credit loss on these deferred payments, interest income would need to be reversed and therefore, interest income in future periods could be negatively impacted. As of December 31, 2021, $1.2 million of loan balances are in deferment.

Based on regulatory guidance on Student Lending, the Company classified 58 of its student loans purchased as TDRs for a total of $935 thousand as of December 31, 2021. The Company classified 75 of its student loans purchased as TDRs for a total of $1.2 million as of December 31, 2020. These borrowers, who should have been in repayment, requested and were granted payment extensions exceeding the maximum lifetime allowable payment forbearance of twelve months (36 months lifetime allowance for military service), as permitted under the regulatory guidance, and are therefore considered restructurings. Student loan borrowers are allowed in-school deferments, plus an automatic six month grace period post in-school status, before repayment is scheduled to begin, and these deferments do not count toward the maximum allowable forbearance. Initially, all student loans were fully insured by a surety bond, and the Company did not expect to experience a loss on these loans. Based on the termination of the surety bond on July 27, 2018 due to the insolvency of the insurer, management has evaluated these loans individually for impairment and included any potential loss in the allowance for loan losses; interest continues to accrue on these TDRs during any deferment and forbearance periods.

The following provides a summary, by class, of modified loans that continue to accrue interest under the terms of the restructuring agreement, which are considered to be performing, and modified loans that have been placed in non-accrual status, which are considered to be nonperforming.

 

Troubled debt restructurings

 

December 31, 2021

 

 

December 31, 2020

 

(Dollars in thousands)

 

No. of
Loans

 

 

Recorded
Investment

 

 

No. of
Loans

 

 

Recorded
Investment

 

Performing TDRs

 

 

 

 

 

 

 

 

 

 

 

 

1-4 family residential mortgages

 

 

1

 

 

$

99

 

 

 

1

 

 

$

109

 

Consumer

 

 

58

 

 

 

935

 

 

 

75

 

 

 

1,156

 

Total performing TDRs

 

 

59

 

 

$

1,034

 

 

 

76

 

 

$

1,265

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonperforming TDRs

 

 

 

 

 

 

 

 

 

 

 

 

Real estate construction and land development

 

 

0

 

 

$

-

 

 

 

1

 

 

$

8

 

1-4 family residential mortgages

 

 

1

 

 

 

495

 

 

 

0

 

 

 

 

Total nonperforming TDRs

 

 

1

 

 

$

495

 

 

 

1

 

 

$

8

 

    Total TDRs

 

 

60

 

 

$

1,529

 

 

 

77

 

 

$

1,273

 

 

A summary of loans shown above that were modified as TDRs during the years ended December 31, 2021 and December 31, 2020 is shown below by class. Loans modified as TDRs that were fully paid down, charged-off, or foreclosed upon by period end are not reported. The Post-Modification Recorded Balance reflects any interest or fees from the original loan which may have been added to the principal balance on the new note as a condition of the TDR. Additionally, the Post-Modification Recorded Balance is reported

81


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

below at the period end balances, inclusive of all partial principal pay downs and principal charge-offs since the modification date.

 

 

 

During year ended

 

 

During year ended

 

(Dollars in thousands)

 

December 31, 2021

 

 

December 31, 2020

 

 

 

Number
of Loans

 

 

Pre-
Modification
Recorded
Balance

 

 

Post-
Modification
Recorded
Balance

 

 

Number
of Loans

 

 

Pre-
Modification
Recorded
Balance

 

 

Post-
Modification
Recorded
Balance

 

Consumer loans

 

 

12

 

 

$

145

 

 

$

145

 

 

 

17

 

 

$

180

 

 

$

180

 

Total loans modified during the period

 

 

12

 

 

$

145

 

 

$

145

 

 

 

17

 

 

$

180

 

 

$

180

 

 

During the year ended December 31, 2021, there were five loans modified as TDRs that subsequently defaulted which had been modified as TDRs during the twelve months prior to default. These student loans had balances totaling $56 thousand prior to being charged off. There were five loans modified as a TDR that subsequently defaulted during the year ended December 31, 2020 and were modified as a TDR during the twelve months prior to default. These student loans had balances of $48 thousand prior to being charged off.

There were no loans secured by 1-4 family residential property that were in the process of foreclosure at either December 31, 2021 or December 31, 2020.

Note 5 – Allowance for Loan Losses

A summary of the transactions in the allowance for loan losses for the years ended December 31, 2021 and 2020 appears below:

 

(Dollars in thousands)

 

2021

 

 

2020

 

Balance, beginning of period

 

$

5,455

 

 

$

4,209

 

Loans charged off

 

 

(835

)

 

 

(805

)

Recoveries

 

 

350

 

 

 

429

 

Net charge-offs

 

 

(485

)

 

 

(376

)

Provision for loan losses

 

 

1,014

 

 

 

1,622

 

Balance, December 31

 

$

5,984

 

 

$

5,455

 

 

The allowance for loan losses is maintained at a level which, in management’s judgment, is adequate to absorb probable credit losses inherent in the loan portfolio. The amount of the allowance is based on management’s quarterly evaluation of the collectability of the loan portfolio, credit concentrations, historical loss experience, specific impaired loans, and economic conditions. To determine the total allowance for loan losses, the Company estimates the reserves needed for each segment of the portfolio, including loans analyzed individually and loans analyzed on a pooled basis. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows.

For purposes of determining the allowance for loan losses on the outstanding loans that were not Acquired Loans, the Company has segmented certain loans in the portfolio by product type. Within these segments, the Company has sub-segmented its portfolio by classes, based on the associated risks within these classes. Note that under the acquisition method of accounting (ASC 805), the allowance for loan losses recorded in the books of Fauquier was not carried over into the books of the Company. However, subsequent decreases to the expected cash flows of PCI loans or deterioration of purchased performing loans in a future period may result in a provision for loan losses resulting in an increase to the ALLL.

82


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Management utilizes a loss migration model for determining the quantitative risk assigned to unimpaired loans in order to capture historical loss information at the loan level, track loss migration through risk grade deterioration, and increase efficiencies related to performing the calculations. The quantitative risk factor for each loan class primarily utilizes a migration analysis loss method based on loss history for the prior twelve quarters.

The migration analysis loss method is used for all loan classes except for the following:

Student loans purchased (excluding Acquired Student Loans) - On June 27, 2018, the Company was notified that ReliaMax Surety Company (“ReliaMax Surety”), the South Dakota insurance company which issued surety bonds for the student loan pools, was placed into liquidation due to insolvency. As such, the historical charge-off rate on this portfolio is determined by using the Company’s own losses/charge-offs since July 1, 2018 together with prior insurance claim history. For reporting periods prior to June 30, 2018, the Company did not charge off student loans as the insurance covered the past due loans, but the Company did apply qualitative factors to calculate a reserve on these loans, net of the deposit reserve accounts held by the Company for this group of loans.
Commercial government guaranteed loans and PPP loans - These loans require no reserve as these are 100% guaranteed by either the SBA or the USDA.

Under the migration analysis method, average loss rates are calculated at the risk grade and class levels by dividing the twelve-quarter average net charge-off amount by the twelve-quarter average loan balances. Qualitative factors are combined with these quantitative factors to arrive at the overall general allowances.

The Company’s internal creditworthiness grading system is based on experiences with similarly graded loans. The Company performs regular credit reviews of the loan portfolio to review the credit quality and adherence to its underwriting standards. Additionally, an independent loan review of a portion of the Company’s loan portfolio is performed periodically.

Loans that trend upward toward more positive risk ratings generally have a lower risk factor associated. Conversely, loans that migrate toward more negative ratings generally will result in a higher risk factor being applied to those related loan balances.

 

83


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Risk Ratings and Historical Loss Factor Assigned

Excellent

A 0% historical loss factor is applied, as these loans are secured by cash or fully guaranteed by a U.S. government agency and represent a minimal risk. The Company has never experienced a loss within this category.

Good

A 0% historical loss factor is applied, as these loans represent a low risk and are secured by marketable collateral within margin. In an abundance of caution, a nominal loss reserve is applied to these loans. The Company has never experienced a loss within this category.

Pass

A historical loss factor for loans rated “Pass” is applied to current balances of like-rated loans, pooled by class. Loans with the following risk ratings are pooled by class and considered together as “Pass”:

Satisfactory - modest risk loans where the borrower has strong and liquid financial statements and more than adequate cash flow

Average – average risk loans where the borrower has reasonable debt service capacity

Marginal – acceptable risk loans where the borrower has acceptable financial statements but is leveraged

Watch

These loans have an acceptable risk but require more attention than normal servicing. A historical loss factor for loans rated “Watch” is applied to current balances of like-rated loans pooled by class.

Special Mention

These potential problem loans are currently protected but are potentially weak. A historical loss factor for loans rated “Special Mention” is applied to current balances of like-rated loans pooled by class.

Substandard

These problem loans are inadequately protected by the sound worth and paying capacity of the borrower and/or the value of any collateral pledged. These loans may be considered impaired and evaluated on an individual basis. Otherwise, a historical loss factor for loans rated “Substandard” is applied to current balances of all other “Substandard” loans pooled by class.

Doubtful

Loans with this rating have significant deterioration in the sound worth and paying capacity of the borrower and/or the value of any collateral pledged, making collection or liquidation of the loan in full highly questionable. These loans would be considered impaired and are evaluated on an individual basis.

84


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following represents the loan portfolio designated by the internal risk ratings assigned to each credit at December 31, 2021 and 2020. There were no loans rated “Doubtful” as of either period.

 

December 31, 2021

 

Excellent

 

 

Good

 

 

Pass

 

 

Watch

 

 

Special
Mention

 

 

Sub-
standard

 

 

TOTAL

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

45,862

 

 

$

13,920

 

 

$

32,460

 

 

$

732

 

 

$

1,645

 

 

$

2,077

 

 

$

96,696

 

Real estate construction and
   land

 

 

-

 

 

 

-

 

 

 

51,098

 

 

 

7,360

 

 

 

2,849

 

 

 

18,024

 

 

 

79,331

 

1-4 family residential
   mortgages

 

 

-

 

 

 

2,030

 

 

 

334,300

 

 

 

5,013

 

 

 

1,520

 

 

 

15,285

 

 

 

358,148

 

Commercial mortgages

 

 

-

 

 

 

-

 

 

 

382,108

 

 

 

61,563

 

 

 

8,530

 

 

 

21,431

 

 

 

473,632

 

Consumer

 

 

524

 

 

 

18,535

 

 

 

32,821

 

 

 

1,225

 

 

 

179

 

 

 

120

 

 

 

53,404

 

Total Loans

 

$

46,386

 

 

$

34,485

 

 

$

832,787

 

 

$

75,893

 

 

$

14,723

 

 

$

56,937

 

 

$

1,061,211

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

Excellent

 

 

Good

 

 

Pass

 

 

Watch

 

 

Special
Mention

 

 

Sub-
standard

 

 

TOTAL

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

87,014

 

 

$

14,336

 

 

$

16,126

 

 

$

485

 

 

$

-

 

 

$

727

 

 

$

118,688

 

Real estate construction and
   land

 

 

-

 

 

 

-

 

 

 

22,305

 

 

 

-

 

 

 

-

 

 

 

204

 

 

 

22,509

 

1-4 family residential
   mortgages

 

 

-

 

 

 

-

 

 

 

126,910

 

 

 

3,634

 

 

 

1,357

 

 

 

1,065

 

 

 

132,966

 

Commercial mortgages

 

 

-

 

 

 

-

 

 

 

261,663

 

 

 

5,854

 

 

 

-

 

 

 

9,592

 

 

 

277,109

 

Consumer

 

 

1,012

 

 

 

18,929

 

 

 

36,573

 

 

 

1,373

 

 

 

64

 

 

 

183

 

 

 

58,134

 

Total Loans

 

$

88,026

 

 

$

33,265

 

 

$

463,577

 

 

$

11,346

 

 

$

1,421

 

 

$

11,771

 

 

$

609,406

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In addition to the historical factors, the adequacy of the Company’s allowance for loan losses is evaluated through reference to eight qualitative factors, listed below and ranked in order of importance:

1)
Changes in national and local economic conditions, including the condition of various market segments;
2)
Changes in the value of underlying collateral;
3)
Changes in volume of classified assets, measured as a percentage of capital;
4)
Changes in volume of delinquent loans;
5)
The existence and effect of any concentrations of credit and changes in the level of such concentrations;
6)
Changes in lending policies and procedures, including underwriting standards;
7)
Changes in the experience, ability and depth of lending management and staff; and
8)
Changes in the level of policy exceptions.

It has been the Company’s experience that the first five factors drive losses to a much greater extent than the last three factors; therefore, the first five factors are weighted more heavily. Qualitative factors are not assessed against loans rated “Excellent” or “Good,” as the Company has never experienced a loss within these categories.

During 2020, the Company downgraded the economic qualitative factors within its ALLL model in light of the effects of COVID-19 on the economy. During 2021, the Company upgraded the economic qualitative factors, resulting in a release of a portion of the reserves for loan losses related to the pandemic, as credit deterioration since the onset of COVID-19 has so far not been experienced to the extent anticipated. If economic conditions improve or worsen, the Company could experience changes in the required ALLL. It is possible that asset quality metrics could decline in the future if there is a resurgence of COVID-19 cases that disrupts economic activity.

85


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For each segment and class of loans, management must exercise significant judgment to determine the estimation method that fits the credit risk characteristics of the various segments. Although this evaluation is inherently subjective, qualified management utilizes its significant knowledge and experience related to both the market and history of the Company’s loan losses.

 

During these evaluations, particular characteristics associated with a segment of the loan portfolio are also considered. These characteristics are detailed below:

Commercial loans not secured by real estate carry risks associated with the successful operation of a business, and the repayments of these loans depend on the profitability and cash flows of the business. Additional risk relates to the value of collateral where depreciation occurs and the valuation is less precise.
Commercial loans purchased from the syndicated loan market generally represent shared national credits, which are participations in loans or loan commitments that are shared by three or more banks. Included in the Company’s shared national credit portfolio are purchased participations and assignments in leveraged lending transactions. Leveraged lending transactions are generally used to support a merger- or acquisition-related transaction, to back a recapitalization of a company's balance sheet or to refinance debt. When considering a participation in the leveraged lending market, the Company participates only in first lien senior secured term loans. To further minimize risk, the Company has developed policies to limit overall credit exposure to the syndicated market as a whole, as well as limits by industry and borrower.
Loans secured by commercial real estate also carry risks associated with the success of the business and the ability to generate a positive cash flow sufficient to service debts. Real estate security diminishes risks only to the extent that a market exists for the subject collateral.
Consumer loans carry risks associated with the continued creditworthiness of the borrower and the value of the collateral, such as automobiles which may depreciate more rapidly than other assets. In addition, these loans may be unsecured. Consumer loans are more likely than real estate loans to be immediately affected in an adverse manner by job loss, divorce, illness or personal bankruptcy. Consumer loans are further segmented into consumer revolving lines, all other consumer loans and student loans purchased.
Real estate secured construction loans carry risks that a project will not be completed as scheduled and budgeted and that the value of the collateral may, at any point, be less than the principal amount of the loan. Additional risks may occur if the general contractor, who may not be a loan customer, is unable to finish the project as planned due to financial pressures unrelated to the project.
Residential real estate loans carry risks associated with the continued creditworthiness of the borrower and changes in the value of the collateral. In addition, for investor-owned residential real estate, the repayment may be volatile as leases are generally shorter term in nature.

Impaired loans are individually evaluated and, if deemed appropriate, a specific allocation is made for these loans. In reviewing the loans classified as impaired totaling $1.5 million at December 31, 2021, there was $6 thousand in valuation allowance on these loans after consideration was given for each borrowing as to the fair value of the collateral on the loan or the present value of expected future cash flows from the customer.

 

86


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Allowance for Loan Losses Rollforward by Portfolio Segment

 

As of and for the year ended December 31, 2021

 

(Dollars in thousands)

 

Commercial
Loans

 

 

Real Estate
Construction
and Land

 

 

Real
Estate
Mortgages

 

 

Consumer
Loans

 

 

Total

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of beginning of year

 

$

209

 

 

$

160

 

 

$

3,897

 

 

$

1,189

 

 

$

5,455

 

Charge-offs

 

 

(147

)

 

 

-

 

 

 

-

 

 

 

(688

)

 

 

(835

)

Recoveries

 

 

191

 

 

 

12

 

 

 

6

 

 

 

141

 

 

 

350

 

Provision for (recovery of) loan losses

 

 

(1

)

 

 

227

 

 

 

575

 

 

 

213

 

 

 

1,014

 

Ending Balance

 

$

252

 

 

$

399

 

 

$

4,478

 

 

$

855

 

 

$

5,984

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending Balance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

-

 

 

$

-

 

 

$

-

 

 

$

6

 

 

$

6

 

Collectively evaluated for impairment

 

 

252

 

 

 

399

 

 

 

4,478

 

 

 

849

 

 

 

5,978

 

Acquired loans - purchased credit
   impaired

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

-

 

 

$

-

 

 

$

594

 

 

$

935

 

 

$

1,529

 

Collectively evaluated for impairment

 

 

95,702

 

 

 

60,755

 

 

 

786,491

 

 

 

52,351

 

 

 

995,299

 

Acquired loans - purchased credit
   impaired

 

 

994

 

 

 

18,576

 

 

 

44,695

 

 

 

118

 

 

 

64,383

 

Ending Balance

 

$

96,696

 

 

$

79,331

 

 

$

831,780

 

 

$

53,404

 

 

$

1,061,211

 

 

As of and for the year ended December 31, 2020

 

(Dollars in thousands)

 

Commercial
Loans

 

 

Real Estate
Construction
and Land

 

 

Real
Estate
Mortgages

 

 

Consumer
Loans

 

 

Total

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of beginning of year

 

$

302

 

 

$

109

 

 

$

2,684

 

 

$

1,114

 

 

$

4,209

 

Charge-offs

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(805

)

 

 

(805

)

Recoveries

 

 

28

 

 

 

-

 

 

 

1

 

 

 

400

 

 

 

429

 

Provision for (recovery of) loan losses

 

 

(121

)

 

 

51

 

 

 

1,212

 

 

 

480

 

 

 

1,622

 

Ending Balance

 

$

209

 

 

$

160

 

 

$

3,897

 

 

$

1,189

 

 

$

5,455

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending Balance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

-

 

 

$

-

 

 

$

-

 

 

$

4

 

 

$

4

 

Collectively evaluated for impairment

 

 

209

 

 

 

160

 

 

 

3,897

 

 

 

1,185

 

 

 

5,451

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

-

 

 

$

8

 

 

$

109

 

 

$

1,156

 

 

$

1,273

 

Collectively evaluated for impairment

 

 

118,688

 

 

 

22,501

 

 

 

409,966

 

 

 

56,978

 

 

 

608,133

 

Ending Balance

 

$

118,688

 

 

$

22,509

 

 

$

410,075

 

 

$

58,134

 

 

$

609,406

 

 

87


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6 – Premises and Equipment

Premises and equipment are summarized as follows:

 

(Dollars in thousands)

 

December 31, 2021

 

 

December 31, 2020

 

Leasehold improvements

 

$

15,455

 

 

$

14,715

 

Building and land

 

 

20,775

 

 

 

1,215

 

Construction and fixed assets in progress

 

 

49

 

 

 

70

 

Furniture and equipment

 

 

7,866

 

 

 

6,831

 

Computer software

 

 

2,936

 

 

 

2,618

 

 

 

$

47,081

 

 

$

25,449

 

Less: accumulated depreciation and amortization

 

 

21,988

 

 

 

20,211

 

 

 

$

25,093

 

 

$

5,238

 

 

Depreciation and amortization on these premises and equipment totaled $2.9 million and $1.9 million for the years ended December 31, 2021 and December 31, 2020.

 

Note 7 – Leases

At December 31, 2021, the Company had leased certain of its banking and operations offices, or the land on which such offices were built, under operating lease agreements on terms ranging from 1 to 20 years, most with renewal options. Each of the Company’s long-term lease agreements are classified as operating leases. Certain of these leases offer the option to extend the lease term and the Company has included such extensions in its calculation of the lease liabilities to the extent the options are reasonably assured of being exercised. The lease agreements do not provide for residual value guarantees and have no restrictions or covenants that would impact dividends or require incurring additional financial obligations. Refer to Note 14 – Related Party Transactions for information regarding leasing transactions with related parties.

The following tables present information about the Company’s leases:

 

(Dollars in thousands)

 

December 31, 2021

 

 

December 31, 2020

 

Lease liability

 

$

7,108

 

 

$

3,589

 

Right-of-use asset

 

$

7,583

 

 

$

3,527

 

Weighted average remaining lease term

 

6.02 years

 

 

5.16 years

 

Weighted average discount rate

 

 

1.97

%

 

 

2.54

%

 

(Dollars in thousands)

 

2021

 

 

2020

 

Operating lease expense

 

$

1,491

 

 

$

857

 

Short-term lease expense

 

 

234

 

 

 

114

 

Total lease expense

 

$

1,725

 

 

$

971

 

Cash paid for amounts included in lease liabilities

 

$

1,390

 

 

$

824

 

 

88


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total of operating lease liabilities is as follows:

(Dollars in thousands)

 

December 31, 2021

 

Twelve months ending December 31, 2022

 

 

1,534

 

Twelve months ending December 31, 2023

 

 

1,462

 

Twelve months ending December 31, 2024

 

 

1,172

 

Twelve months ending December 31, 2025

 

 

967

 

Twelve months ending December 31, 2026

 

 

622

 

Thereafter

 

 

1,771

 

Total undiscounted cash flows

 

$

7,528

 

Less: Discount

 

 

(420

)

Lease liability

 

$

7,108

 

 

Note 8 – Goodwill and Other Intangible Assets

The carrying amount of goodwill was $8.1 million and $372 thousand at December 31, 2021 and December 31, 2020, respectively. The following table presents the changes in goodwill during the twelve months ended December 31, 2021. There were no changes in the recorded balance of goodwill during the twelve months ended December 31, 2020:

(Dollars in thousands)

Sturman Wealth Advisors

 

Fauquier

 

Total

 

Balance as of January 1, 2021

$

372

 

$

-

 

$

372

 

Acquisition of Fauquier Bankshares, Inc.

 

-

 

 

7,768

 

 

7,768

 

Balance at December 31, 2021

$

372

 

$

7,768

 

$

8,140

 

 

The Company had $8.5 million and $341 thousand of other intangible assets as of December 31, 2021 and December 31, 2020, respectively. Other intangible assets were recognized in connection with (i) the book of business, including interest in the client relationships of an officer, acquired by VNB Wealth in 2016, now referred to as Sturman Wealth Advisors, and (ii) the core deposits acquired from Fauquier in 2021. The following table summarizes the gross carrying amounts and accumulated amortization of other intangible assets:

(Dollars in thousands)

December 31,
2021

 

 

December 31,
2020

 

 

Gross Carrying Amount

 

Accumulated Amortization

 

 

Gross Carrying Amount

 

Accumulated Amortization

 

Amortized intangible assets:

 

 

 

 

 

 

 

 

 

Core deposit intangible

$

9,660

 

$

(1,389

)

 

$

-

 

$

-

 

Customer relationships intangible

 

773

 

 

(499

)

 

 

773

 

 

(432

)

Total

$

10,433

 

$

(1,888

)

 

$

773

 

$

(432

)

 

89


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The Company recognized $1.5 million and $90 thousand during the year ending December 31, 2021 and 2020, respectively, in amortization expense from these identified intangible assets with a finite life. Estimated future amortization expense by year as of December 31, 2021 is as follows:

 

 

Core

 

Customer

 

 

Deposit

 

Relationships

 

(Dollars in thousands)

Intangible

 

Intangible

 

2022

 

1,685

 

 

67

 

2023

 

1,493

 

 

67

 

2024

 

1,301

 

 

67

 

2025

 

1,110

 

 

67

 

2026

 

918

 

 

6

 

Thereafter

 

1,764

 

 

-

 

Total

$

8,271

 

$

274

 

 

Note 9 – Deposits

At December 31, 2021, the scheduled maturities of time deposits are as follows:

 

2022

 

$

138,616

 

2023

 

 

10,211

 

2024

 

 

8,704

 

2025

 

 

1,512

 

2026

 

 

3,002

 

 

 

$

162,045

 

 

The aggregate amount of time deposits with a minimum balance of $250 thousand was $45.3 million at December 31, 2021 and $34.7 million at December 31, 2020.

Included in the time deposits reported above are Certificate of Deposit Account Registry Service CDs, whereby depositors can obtain FDIC deposit insurance on account balances of up to $50 million. CDARSTM deposits totaled $6.1 million as of December 31, 2021 and $8.5 million as of December 31, 2020, all of which were reciprocal balances for the Bank’s customers. In May 2018, the EGRRCPA was enacted, which excluded reciprocal CDARS™ deposits for certain banks from brokered deposit treatment up to the lesser of $5 billion or 20% of a bank’s total liabilities. Therefore, the Company’s CDARS™ reciprocal deposits as of December 31, 2021 and December 31, 2020 were not treated as brokered deposits.

The Company implemented an Insured Cash Sweep® product during 2018. At December 31, 2021, ICS® balances, included in demand deposit and money market account balances, were $39.2 million and $225.9 million, respectively. At December 31, 2020, ICS® balances, included in demand deposit and money market account balances, were $28.0 million and $81.1 million, respectively. Such balances were not treated as brokered deposits.

The Company had no deposits to report as brokered deposits as of December 31, 2021 or December 31, 2020.

Deposit account overdrafts reported as loans totaled $205 thousand and $169 thousand at December 31, 2021 and December 31, 2020, respectively.

The Company has entered into deposit transactions with certain directors, principal officers and their affiliates (collectively referred to as “related party deposits”), all of which are under the same terms as other customers. The aggregate amount of these related party deposits was $9.1 million and $8.1 million as of December 31, 2021 and December 31, 2020, respectively.

90


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10 – Borrowings

The Company uses both short-term and long-term borrowings to supplement deposits when they are available at a lower overall cost to the Company or they can be invested at a positive rate of return.

Each FHLB credit program has its own interest rate, which may be fixed or variable, and carries a range of maturities. The FHLB may prescribe the acceptable uses to which the advances may be put, as well as on the size of the advances and repayment provisions. The Company has pledged commercial real estate loans as collateral for FHLB borrowings. The Company had no outstanding FHLB advances as of December 31, 2021 and $30.0 million outstanding as of December 31, 2020. As of December 31, 2021, the Company had a letter of credit for $60.0 million issued in favor of the Commonwealth of Virginia Department of the Treasury to secure public fund depository accounts and collateralized against these pledged commercial mortgages.

In addition to access to short-term borrowings from FHLB, the Company uses federal funds purchased for short-term borrowing needs. Available borrowing arrangements maintained by the Bank include formal federal funds lines with five major correspondent banks. There were no borrowings against the lines at December 31, 2021 or December 31, 2020.

The Company’s unused lines of credit for future borrowings total approximately $109.2 million at December 31, 2021, which consists of $14.2 million available from the FHLB and $95.0 million from third party financial institutions. Additional loans and securities are available that can be pledged as collateral for future borrowings from the FRB or the FHLB above the current lendable collateral value.

Information related to borrowings as of December 31, 2021 and 2020 is as follows:

 

(Dollars in thousands)

 

2021

 

 

2020

 

FHLB advances

 

$

-

 

 

$

30,000

 

Total borrowings

 

$

-

 

 

$

30,000

 

 

 

 

 

 

 

 

Maximum amount at any month-end during the year

 

$

42,575

 

 

$

40,000

 

Annual average balance outstanding

 

$

23,385

 

 

$

15,419

 

Annual average interest rate paid

 

 

0.83

%

 

 

0.47

%

Annual interest rate at end of period

 

 

0.00

%

 

 

0.48

%

 

Note 11 – Income Taxes

The Company files tax returns in the U.S. federal jurisdiction. With few exceptions, the Company is no longer subject to U.S. federal tax examinations by tax authorities for years prior to 2018.

The Commonwealth of Virginia assesses a Bank Franchise Tax on banks instead of a state income tax. The Bank Franchise Tax expense is reported in noninterest expense, and the calculation of that tax is unrelated to taxable income.

91


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Net deferred tax assets consist of the following components as of year-end:

 

(Dollars in thousands)

 

2021

 

 

2020

 

Deferred tax assets:

 

 

 

 

 

 

Allowance for loan losses

 

$

1,257

 

 

$

1,146

 

Acquisition accounting

 

 

3,921

 

 

 

-

 

Other real estate owned

 

 

156

 

 

 

-

 

Investments in pass-throughs

 

 

44

 

 

 

-

 

Federal net operating loss carrryforwards

 

 

468

 

 

 

-

 

Nonaccrual loan interest

 

 

55

 

 

 

2

 

Stock option/grant expense

 

 

51

 

 

 

52

 

Home equity closing costs

 

 

48

 

 

 

24

 

Deferred compensation expense

 

 

70

 

 

 

9

 

Deferred loan fees

 

 

182

 

 

 

 

Goodwill and other intangible assets

 

 

-

 

 

 

50

 

Lease accounting standard

 

 

-

 

 

 

13

 

Securities available for sale unrealized loss

 

 

588

 

 

 

-

 

Depreciation

 

 

-

 

 

 

571

 

         Total deferred tax assets

 

$

6,840

 

 

$

1,867

 

Deferred tax liabilities:

 

 

 

 

 

 

Securities available for sale unrealized gain

 

 

-

 

 

 

388

 

Goodwill and other intangible assets

 

 

1,683

 

 

 

-

 

Depreciation

 

 

217

 

 

 

-

 

Lease accounting standard

 

 

100

 

 

 

-

 

Deferred loan costs

 

 

-

 

 

 

196

 

         Total deferred tax liabilities

 

 

2,000

 

 

 

584

 

Net deferred tax assets

 

$

4,840

 

 

$

1,283

 

 

The provision for income taxes charged to operations for years ended December 31, 2021 and December 31, 2020 consists of the following:

 

(Dollars in thousands)

 

2021

 

 

2020

 

Current tax expense

 

$

1,144

 

 

$

2,279

 

Deferred tax expense (benefit)

 

 

702

 

 

 

(214

)

Provision for income taxes

 

$

1,846

 

 

$

2,065

 

 

 

The Company’s income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income for the years ended December 31, 2021 and December 31, 2020 due to the following:

 

(Dollars in thousands)

 

2021

 

 

2020

 

Federal statutory rate

 

21%

 

 

21%

 

Computed statutory tax expense

 

$

2,502

 

 

$

2,109

 

Increase (decrease) in tax resulting from:

 

 

 

 

 

 

Tax-exempt interest income

 

 

(199

)

 

 

(100

)

Tax-exempt income from BOLI

 

 

(149

)

 

 

(92

)

Stock option/stock grant expense

 

 

9

 

 

 

18

 

Merger expenses

 

 

118

 

 

 

117

 

Investment in qualified housing projects

 

 

(450

)

 

 

-

 

Other expenses

 

 

15

 

 

 

13

 

Provision for income taxes

 

$

1,846

 

 

$

2,065

 

 

92


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 12 – Commitments and Contingent Liabilities

In the normal course of business, there are various outstanding commitments and contingent liabilities, which are not reflected in the accompanying consolidated financial statements. The Company does not anticipate any material loss as a result of these transactions.

The Bank is typically required to maintain cash reserve balances on hand or with the Federal Reserve Bank (FRB). At December 31, 2021 and December 31, 2020, there was no minimum reserve requirement as a result of a rule adopted by the FRB in March 2020 eliminating the reserve requirement.

Note 13 – Financial Instruments with Off-Balance Sheet Risk and Credit Risk

The Company 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 consist primarily of commitments to extend credit, such as unfunded lines of credit and standby letters of credit. The Company also treats authorization limits for originating ACH transactions as commitments. In addition to the amounts shown below, the Company has extended commitment letters at December 31, 2021 in the amount of $18.7 million to various borrowers. At December 31, 2020, commitment letters totaled $4.0 million. Commitment letters are done in the normal course of business and typically expire after 120 days. All of these off-balance-sheet instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet, although material losses are not anticipated. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

The totals for financial instruments whose contract amount represents credit risk are shown below:

 

 

 

Notional Amount

 

(Dollars in thousands)

 

December 31, 2021

 

 

December 31, 2020

 

Unfunded lines-of-credit

 

$

154,471

 

 

$

101,389

 

ACH

 

 

43,288

 

 

 

21,137

 

Letters of credit

 

 

11,200

 

 

 

5,586

 

Total

 

$

208,959

 

 

$

128,112

 

 

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 generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral normally consists of real property.

Standby letters of credit are conditional commitments by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds real estate and bank deposits as collateral supporting those commitments for which collateral is deemed necessary.

The Company has approximately $35.5 million in deposits in other financial institutions in excess of amounts insured by the FDIC at December 31, 2021.

93


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 14 – Related Party Transactions

From time to time, the Company and its subsidiaries have business dealings with companies owned by directors and beneficial shareholders of the Company. Payments made to these companies that exceeded the disclosure threshold of $120 thousand in 2021 are reported below.

In 2021 and 2020, leasing/rental expenditures of $520 thousand and $511 thousand respectively, (including reimbursements for taxes, insurance, and other expenses) were paid to an entity indirectly owned by a director of the Company.

Note 15 – Capital Requirements

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for PCA, the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Federal banking regulations also impose regulatory capital requirements on bank holding companies. However, in August 2018, the Federal Reserve Board issued an interim final rule, which was effective August 30, 2018, that expanded its small bank holding company policy statement (the “SBHC Policy Statement”) to bank holding companies with total consolidated assets of less than $3 billion (up from the prior $1 billion threshold). Under the SBHC Policy Statement, qualifying bank holding companies have additional flexibility in the amount of debt they can issue and are also exempt from the Basel III Capital Rules (subsidiary depository institutions of qualifying bank holding companies are still subject to capital requirements). The Company currently has less than $3 billion in total consolidated assets and would likely qualify under the revised SBHC Policy Statement. However, the Company does not currently intend to issue a material amount of debt or take any other action that would cause its capital ratios to fall below the minimum ratios required by the Basel III Capital Rules.

The Basel III Capital Rules require banks and bank holding companies to comply with the following minimum capital ratios: (i) a ratio of common equity Tier 1 capital to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (effectively resulting in a minimum ratio of common equity Tier 1 to risk-weighted assets of at least 7%); (ii) a ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the 2.5% capital conservation buffer (effectively resulting in a minimum Tier 1 capital ratio of 8.5%); (iii) a ratio of total capital to risk-weighted assets of at least 8.0%, plus the 2.5% capital conservation buffer (effectively resulting in a minimum total capital ratio of 10.5%); and (iv) a leverage ratio of 4%, calculated as the ratio of Tier 1 capital to balance sheet exposures plus certain off-balance sheet exposures (computed as the average for each quarter of the month-end ratios for the quarter).

With respect to the Bank, the PCA regulations, to be “well capitalized” under the revised regulations, a bank must have the following minimum capital ratios: (i) a common equity Tier 1 capital ratio of at least 6.5%; (ii) a Tier 1 capital to risk-weighted assets ratio of at least 8.0%; (iii) a total capital to risk-weighted assets ratio of at least 10.0%; and (iv) a leverage ratio of at least 5.0%.

The Bank’s capital ratios remained well above the levels designated by bank regulators as “well capitalized” at December 31, 2021 and 2020. There are no conditions or events since that management believes have changed the institution’s category.

On September 17, 2019 the FDIC finalized a rule that introduced an optional simplified measure of capital adequacy for qualifying community banking organizations, referred to as, the CBLR framework, as required by the EGRRCPA. The CBLR framework is designed to reduce burden by removing the requirements for calculating and reporting risk-based capital ratios for qualifying community banking organizations that opt into the framework.

In order to qualify for the CBLR framework, a community banking organization must have a tier 1 leverage ratio of greater than 9 percent, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the framework will be considered to have met the well-capitalized ratio requirements under the PCA regulations and will not be required to report or calculate risk-based capital.

94


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The CBLR framework was available for banks to use in their March 31, 2020 Call Report and going forward. The Bank decided not to opt into the CBLR framework.

The Bank calculates its regulatory capital under the Basel III regulatory capital framework. The table below summarizes the Bank’s regulatory capital and related ratios for the periods presented:

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

Minimum

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

To Be Well Capitalized

 

 

 

 

 

 

 

 

 

Minimum Capital

 

 

Under Prompt Corrective

 

 

 

Actual

 

 

Requirement

 

 

Action Provisions

 

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

Total Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(To Risk Weighted Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank

 

$

155,092

 

 

 

14.72

%

 

$

84,312

 

 

 

8.00

%

 

$

105,390

 

 

 

10.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Equity Tier 1 Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(To Risk Weighted Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank

 

$

149,078

 

 

 

14.15

%

 

$

47,425

 

 

 

4.50

%

 

$

68,503

 

 

 

6.50

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(To Risk Weighted Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank

 

$

149,078

 

 

 

14.15

%

 

$

63,234

 

 

 

6.00

%

 

$

84,312

 

 

 

8.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(To Average Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank

 

$

149,078

 

 

 

7.69

%

 

$

77,549

 

 

 

4.00

%

 

$

96,936

 

 

 

5.00

%

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

Minimum

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

To Be Well Capitalized

 

 

 

 

 

 

 

 

 

Minimum Capital

 

 

Under Prompt Corrective

 

 

 

Actual

 

 

Requirement

 

 

Action Provisions

 

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

Total Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(To Risk Weighted Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank

 

$

85,235

 

 

 

15.22

%

 

$

44,801

 

 

 

8.00

%

 

$

56,002

 

 

 

10.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Equity Tier 1 Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(To Risk Weighted Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank

 

$

79,750

 

 

 

14.24

%

 

$

25,201

 

 

 

4.50

%

 

$

36,401

 

 

 

6.50

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(To Risk Weighted Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank

 

$

79,750

 

 

 

14.24

%

 

$

33,601

 

 

 

6.00

%

 

$

44,801

 

 

 

8.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(To Average Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank

 

$

79,750

 

 

 

9.46

%

 

$

33,725

 

 

 

4.00

%

 

$

42,157

 

 

 

5.00

%

 

 

 

Note 16 – Dividend Restrictions

The primary source of funds for the dividends paid by the Company to shareholders is dividends received from the Bank. Federal regulations limit the amount of dividends which the Bank can pay to the Company without obtaining prior approval. The amount of cash dividends that the Bank may pay is limited to current year earnings plus retained net profits for the two preceding years. In addition, dividends paid by the Bank would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements.

In addition to the regulatory limits, the Company’s Board of Directors, under current policies, will generally only consider a cash dividend payment to shareholders that does not exceed 50% of the Bank’s core net income annually. Core net income excludes nonrecurring income and expense items in calculating the payout ratio. Quarterly dividend payments may be in excess of this range if the annual payout is anticipated to be within the range.

At December 31, 2021, the maximum amount of retained earnings available to the Bank for cash dividends to the Company was $13.1 million.

95


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 17 – Fair Value Measurements

Determination of Fair Value

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the “Fair Value Measurements and Disclosures” topic of FASB ASC 825, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The fair value guidance provides a consistent definition of fair value, which focuses on exit price in the principal or most advantageous market for the asset or liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

Fair Value Hierarchy

In accordance with this guidance, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

Level 1 - Valuation is based on quoted prices in active markets for identical assets and liabilities.

Level 2 - Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.

Level 3 - Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements:

Securities available for sale

Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2).

 

Interest rate swaps

The Company recognizes interest rate swaps at fair value. The Company has contracted with a third-party to provide valuations for interest rate swaps using standard valuation techniques. The Company’s interest rate swaps are classified as Level 2. Additional information on interest rate swaps is presented in Note 23 – Derivative Instruments and Hedging Activities.

96


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables present the balances measured at fair value on a recurring basis:

 

 

 

 

 

 

Fair Value Measurements at December 31, 2021 Using:

 

(Dollars in thousands)

 

 

 

 

Quoted Prices in
Active Markets
for Identical
Assets

 

 

Significant
Other
Observable
Inputs

 

 

Significant
Unobservable
Inputs

 

Description

 

Balance

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

31,581

 

 

$

-

 

 

$

31,581

 

 

$

-

 

Mortgage-backed securities/CMOs

 

 

170,964

 

 

 

-

 

 

 

170,964

 

 

 

-

 

Municipal bonds

 

 

101,272

 

 

 

-

 

 

 

101,272

 

 

 

-

 

Total securities available for sale

 

$

303,817

 

 

$

-

 

 

$

303,817

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

$

641

 

 

 

 

 

$

641

 

 

 

 

Total liabilities at fair value

 

$

641

 

 

$

-

 

 

$

641

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at December 31, 2020 Using:

 

(Dollars in thousands)

 

 

 

 

Quoted Prices in
Active Markets
for Identical
Assets

 

 

Significant
Other
Observable
Inputs

 

 

Significant
Unobservable
Inputs

 

Description

 

Balance

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

25,305

 

 

$

-

 

 

$

25,305

 

 

$

-

 

Corporate bonds

 

 

78,100

 

 

 

-

 

 

 

78,100

 

 

 

-

 

Mortgage-backed securities/CMOs

 

 

70,681

 

 

 

-

 

 

 

70,681

 

 

 

-

 

Municipal bonds

 

$

174,086

 

 

$

-

 

 

$

174,086

 

 

$

-

 

Total securities available for sale

 

$

348,172

 

 

$

-

 

 

$

348,172

 

 

$

-

 

 

Certain financial assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or writedowns of individual assets.

The following describes the valuation techniques used by the Company to measure certain financial assets recorded at fair value on a nonrecurring basis in the consolidated financial statements:

Other real estate owned

Other real estate owned is measured at fair value less costs to sell, based on an existing contract (Level 3). OREO is measured at fair value on a nonrecurring basis. Any initial fair value adjustment is charged against the Allowance for Loan Losses. Subsequent fair value adjustments are recorded in the period incurred and included in other noninterest expense on the Consolidated Statements of Income. The Company had OREO of $611 thousand at December 31, 2021 and none as of December 31, 2020.

Impaired loans

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected when due. The measurement of loss associated with impaired loans can be based on either (a) the observable market price of the loan or the fair value of the collateral, or (b) using the present value of expected future cash flows discounted at the loan’s effective interest rate, which is not a fair value measurement. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using

97


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

observable market data (Level 2). However, if the collateral 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.

Impaired loans that are measured based on expected future cash flows discounted at the loan’s effective interest rate rather than the market rate of interest are not recorded at fair value, and are therefore excluded from fair value disclosure requirements.

The value of business equipment is based upon an outside appraisal if deemed significant (Level 2) or the net book value on the applicable business’ financial statements if not considered significant (Level 3). Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3).

Impaired loans allocated to the Allowance for Loan Losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses in the Consolidated Statements of Income. The Company had $1.5 million and $1.3 million in impaired loans as of December 31, 2021 and December 31, 2020, respectively. All impaired loans were measured based on expected cash flows discounted at the loan’s effective interest rate, or fair value of collateral, as noted above.

 

The following table presents the Company’s assets that were measured at fair value on a nonrecurring basis as of December 31, 2021. There were no such assets to report as of December 31, 2020.

 

 

 

 

 

 

Fair Value Measurements at December 31, 2021 Using:

 

(Dollars in thousands)

 

 

 

 

Quoted Prices
in Active
Markets for
Identical
Assets

 

 

Significant
Other
Observable
Inputs

 

 

Significant
Unobservable
Inputs

 

Description

 

Balance

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Other Real Estate Owned

 

$

611

 

 

$

 

 

$

 

 

$

611

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the assets measured at fair value on a nonrecurring basis as of December 31, 2021, the following table displays quantitative information about Level 3 Fair Value Measurements:

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

Description

 

Fair Value

 

 

Valuation Technique

 

Unobservable Inputs

 

Weighted Average

 

Assets:

 

 

 

 

 

 

 

 

 

 

Other Real Estate Owned

 

$

611

 

 

Bonafide offer

 

Discount applied to bonafide offer *

 

 

6.0

%

* A discount percentage is applied based on estimated costs to sell.

 

 

 

 

 

 

 

 

 

 

 

 

 

ASC 825, “Financial Instruments,” requires disclosures about fair value of financial instruments for interim periods and excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The Company uses the exit price notion in calculating the fair values of financial instruments not measured at fair value on a recurring basis.

98


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The carrying values and estimated fair values of the Company’s financial instruments are as follows:

 

 

 

 

 

 

Fair Value Measurements at December 31, 2021 Using:

 

(Dollars in thousands)

 

 

 

 

Quoted Prices in
Active Markets for Identical Assets

 

 

Significant
Other
Observable
Inputs

 

 

Significant
Unobservable
Inputs

 

 

 

 

 

 

Carrying value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Fair Value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalent

 

$

508,840

 

 

$

508,840

 

 

$

-

 

 

$

-

 

 

$

508,840

 

Available for sale securities

 

 

303,817

 

 

 

-

 

 

 

303,817

 

 

 

-

 

 

 

303,817

 

Loans, net

 

 

1,055,227

 

 

 

-

 

 

 

-

 

 

 

1,059,650

 

 

 

1,059,650

 

Bank owned life insurance

 

 

31,234

 

 

 

-

 

 

 

31,234

 

 

 

-

 

 

 

31,234

 

Accrued interest receivable

 

 

3,778

 

 

 

-

 

 

 

1,252

 

 

 

2,526

 

 

 

3,778

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits and interest-bearing
   transaction and money market accounts

 

$

1,634,125

 

 

$

-

 

 

$

1,634,125

 

 

$

-

 

 

$

1,634,125

 

Certificates of deposit

 

 

162,045

 

 

 

-

 

 

 

161,850

 

 

 

-

 

 

 

161,850

 

Junior subordinated debt

 

 

3,367

 

 

 

-

 

 

 

3,367

 

 

 

-

 

 

 

3,367

 

Accrued interest payable

 

 

174

 

 

 

-

 

 

 

174

 

 

 

-

 

 

 

174

 

Interest rate swaps

 

 

641

 

 

 

-

 

 

 

641

 

 

 

-

 

 

 

641

 

 

 

 

 

 

 

Fair Value Measurements at December 31, 2020 Using:

 

(Dollars in thousands)

 

 

 

 

Quoted Prices in
Active Markets for
Identical Assets

 

 

Significant
Other
Observable
Inputs

 

 

Significant
Unobservable
Inputs

 

 

 

 

 

 

Carrying value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Fair Value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalent

 

$

34,695

 

 

$

34,695

 

 

$

-

 

 

$

-

 

 

$

34,695

 

Available for sale securities

 

 

174,086

 

 

 

-

 

 

 

174,086

 

 

 

-

 

 

 

174,086

 

Loans, net

 

 

603,951

 

 

 

-

 

 

 

-

 

 

 

602,859

 

 

 

602,859

 

Bank owned life insurance

 

 

16,849

 

 

 

-

 

 

 

16,849

 

 

 

-

 

 

 

16,849

 

Accrued interest receivable

 

 

2,904

 

 

 

-

 

 

 

729

 

 

 

2,175

 

 

 

2,904

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits and interest-bearing
   transaction and money market accounts

 

$

631,662

 

 

$

-

 

 

$

631,662

 

 

$

-

 

 

$

631,662

 

Certificates of deposit

 

 

99,102

 

 

 

-

 

 

 

99,580

 

 

 

-

 

 

 

99,580

 

Advances from FHLB

 

 

30,000

 

 

 

-

 

 

 

30,000

 

 

 

-

 

 

 

30,000

 

Accrued interest payable

 

 

159

 

 

 

-

 

 

 

159

 

 

 

-

 

 

 

159

 

 

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change when interest rate levels change, and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk; however, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and

99


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

 

Note 18 – Employee Benefit Plans

The Company has a 401(k) plan available to all employees who are at least 18 years of age. Employees are able to elect the amount to contribute, not to exceed a maximum amount as determined by Internal Revenue Service regulation. The Company matches 100% of the first 6% of employee contributions.

“Vesting” refers to the rights of ownership to the assets in the 401(k) accounts. Matching contributions as well as employee contributions are fully vested immediately.

The Company contributed $665 thousand and $398 thousand to the 401(k) plan in 2021 and 2020, respectively. These expenses represent the matching contribution by the Company.

The Company, as a result of the Merger, provides a post-retirement benefit for one retired employee. The liability associated with this benefit of $171 thousand as of December 31, 2021 is included in Accrued interest payable and other liabilities on the Consolidated Balance Sheet.

Note 19 – Stock Incentive Plans

At the Annual Shareholders Meeting on May 21, 2014, shareholders approved the Virginia National Bankshares Corporation 2014 Stock Incentive Plan (“2014 Plan”). The 2014 Plan makes available up to 275,625 shares of the Company’s common stock, as adjusted by prior issued stock dividends, to be issued to plan participants. The 2014 Plan provides for granting of both incentive and nonqualified stock options, as well as restricted stock, unrestricted stock and other stock based awards. No new grants will be issued under the 2005 Stock Incentive Plan ("2005 Plan") as this plan has expired.

For the 2014 Plan and the 2005 Plan (the “Plans”), the option price of incentive options will not be less than the fair value of the stock at the time an option is granted. Nonqualified options may be granted at prices established by the Board of Directors, including prices less than the fair value on the date of grant. Outstanding options generally expire in ten years from the grant date. Stock options generally vest by the fourth or fifth anniversary of the date of the grant.

A summary of the shares issued and available under each of the Plans is shown below as of December 31, 2021. Share data and exercise price range per share have been adjusted to reflect prior stock dividends. Although the 2005 Plan has expired and no new grants will be issued under this plan, there were shares issued before the plan expired which are still outstanding as shown below.

 

 

 

2014 Plan

 

 

2005 Plan

 

Aggregate shares issuable

 

 

275,625

 

 

 

253,575

 

Options issued, net of forfeited and expired options

 

 

(170,106

)

 

 

(59,831

)

Unrestricted stock issued

 

 

(11,535

)

 

 

-

 

Restricted stock grants issued

 

 

(48,017

)

 

 

-

 

Cancelled due to Plan expiration

 

 

-

 

 

 

(193,744

)

Remaining available for grant

 

 

45,967

 

 

 

-

 

 

 

 

 

 

 

 

Stock grants issued and outstanding:

 

 

 

 

 

 

     Total vested and unvested shares

 

 

59,552

 

 

 

-

 

     Fully vested shares

 

 

22,541

 

 

 

-

 

 

 

 

 

 

 

 

Option grants issued and outstanding:

 

 

 

 

 

 

Total vested and unvested shares

 

 

167,901

 

 

 

1,379

 

Fully vested shares

 

 

57,694

 

 

 

1,379

 

 

 

 

 

 

 

 

Exercise price range

 

$23.75 to $42.62

 

 

$

13.69

 

 

The Company accounts for all of its stock incentive plans under recognition and measurement accounting principles which require that the compensation cost relating to stock-based payment transactions be recognized in the financial statements. Stock-based compensation arrangements for 2021 and prior years include stock options, unrestricted stock and restricted stock. All stock-based payments to employees are

100


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

required to be valued using a fair value method on the date of grant and expensed based on that fair value over the applicable vesting period.

Stock Options

Changes in the stock options outstanding related to all of the Plans are summarized below.

 

 

 

December 31, 2021

 

(Dollars in thousands except weighted average data)

 

Number of
Options

 

 

Weighted
Average
Exercise Price

 

 

Aggregate
Intrinsic Value

 

Outstanding at January 1, 2021

 

 

146,783

 

 

$

33.51

 

 

$

184

 

Issued

 

 

23,600

 

 

 

35.94

 

 

 

 

Exercised

 

 

(1,103

)

 

 

27.39

 

 

 

 

Expired

 

 

-

 

 

 

-

 

 

 

 

Outstanding at December 31, 2021

 

 

169,280

 

 

$

33.89

 

 

$

962

 

Options exercisable at December 31, 2021

 

 

59,072

 

 

$

37.21

 

 

$

211

 

 

For the 1,103 options exercised during the year ended December 31, 2021, there was no intrinsic value for options exercised.

For the years ended December 31, 2021 and 2020, the Company recognized $145 thousand and $124 thousand, respectively, in compensation expense for stock options. As of December 31, 2021, there was $851 thousand in unrecognized compensation expense for stock options remaining to be recognized in future reporting periods through 2026. The fair value of any option grant is estimated at the grant date using the Black-Scholes pricing model. There were stock option grants of 23,600 and 66 thousand shares issued during the years ended December 31, 2021 and 2020, respectively and the fair value on each option granted was estimated based on the assumptions noted in the following table:

 

 

 

For the year ended

 

 

For the year ended

 

 

 

December 31, 2021

 

 

December 31, 2020

 

Expected volatility1

 

 

25.16

%

 

 

22.97

%

Expected dividends2

 

 

3.00

%

 

 

5.00

%

Expected term (in years)3

 

5.5 - 6.3

 

 

 

6.50

 

Risk-free rate4

 

 

1.19

%

 

 

0.68

%

 

1 Based on the monthly historical volatility of the Company’s stock price over the expected life of the options.

2 Calculated as the ratio of historical dividends paid per share of common stock to the stock price on the date of grant.

3 Based on the average of the contractual life and vesting period for the respective option.

4 Based upon an interpolated US Treasury yield curve interest rate that corresponds to the contractual life of the option, in effect at the time of the grant.

101


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary information pertaining to options outstanding at December 31, 2021, as adjusted for Stock Dividends, is as follows:

 

 

 

Options Outstanding

 

 

Options Exercisable

 

Exercise Price

 

Number of
Options
Outstanding

 

 

Weighted-
Average
Remaining
Contractual Life

 

Weighted-
Average
Exercise
Price

 

 

Number of
Options
Exercisable

 

 

Weighted-
Average
Exercise
Price

 

$13.69 to $20.00

 

 

1,379

 

 

1.1 Years

 

$

13.69

 

 

 

1,379

 

 

$

13.69

 

$20.01 to $30.00

 

 

66,000

 

 

8.5 Years

 

 

24.64

 

 

 

13,200

 

 

 

24.64

 

$30.01 to $40.00

 

 

44,420

 

 

8.6 Years

 

 

36.97

 

 

 

10,008

 

 

 

38.38

 

$40.01 to $42.62

 

 

57,481

 

 

6.4 Years

 

 

42.62

 

 

 

34,485

 

 

 

42.62

 

Total

 

 

169,280

 

 

7.8 Years

 

$

33.89

 

 

 

59,072

 

 

$

37.21

 

 

 

102


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Grants

Restricted stock grants – During 2021, 21,749 shares of restricted stock were granted to employees and non-employee directors, vesting over a four- or five-year period. During 2020, 22,268 shares of restricted stock were granted. In 2021 and 2020, restricted stock grants resulted in an associated expense of $376 thousand and $140 thousand, respectively. As of December 31, 2021, there was $387 thousand in unrecognized compensation expense for restricted stock grants remaining to be recognized in future reporting periods through 2026.

 

 

December 31, 2021

 

(Dollars in thousands except weighted average data)

 

Number of
Shares

 

 

Weighted
Average
Grant Date
Fair Value
Per Share

 

 

Aggregate
Intrinsic Value

 

Outstanding at January 1, 2021

 

 

25,268

 

 

$

26.60

 

 

$

957

 

Issued

 

 

21,749

 

 

 

30.84

 

 

 

824

 

Vested

 

 

(10,006

)

 

 

27.01

 

 

 

(379

)

Nonvested at December 31, 2021

 

 

37,011

 

 

$

28.98

 

 

$

1,402

 

 

The weighted average period over which nonvested restricted stock grants are expected to be recognized is 1.6 years.

Note 20 – Net Income per Share

The table below shows the weighted average number of shares used in computing net income per common share and the effect on the weighted average number of shares of potential dilutive common stock for the years ended December 31, 2021 and 2020. Potential dilutive common stock equivalents have no effect on net income available to the Company’s shareholders. Diluted net income per share is computed based on the weighted average number of shares of common stock equivalents outstanding, to the extent dilutive. The Company’s common stock equivalents relate to outstanding common stock options.

Nonvested restricted stock is included in the calculation of basic and diluted net income per share. The weighted average shares below as of December 31, 2021 and December 31, 2020 include 37,011 and 25,268 shares, respectively, of such restricted stock that have not yet vested. The recipients of nonvested restricted shares have full voting and dividend rights.

 

(Dollars in thousands)

 

Net Income

 

 

Weighted
Average
Shares

 

 

Per Share
Amount

 

December 31, 2021

 

 

 

 

 

 

 

 

 

Basic net income per share

 

$

10,071

 

 

 

4,668,761

 

 

$

2.16

 

Effect of dilutive stock options

 

 

 

 

 

26,644

 

 

 

(0.02

)

Diluted net income per share

 

$

10,071

 

 

 

4,695,405

 

 

$

2.14

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

Basic net income per share

 

$

7,978

 

 

 

2,707,877

 

 

$

2.95

 

Effect of dilutive stock options

 

 

 

 

 

690

 

 

 

-

 

Diluted net income per share

 

$

7,978

 

 

 

2,708,567

 

 

$

2.95

 

 

In 2021 and 2020, stock options representing 101,901 and 145,404 average shares, respectively, were not included in the calculation of net income per share, as their effect would have been antidilutive.

 

103


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 21 – Other Comprehensive Income

Amounts reclassified out of accumulated other comprehensive income (loss) are presented below:

 

(Dollars in thousands)

 

December 31,
2021

 

 

December 31,
2020

 

Available-for-sale securities:

 

 

 

 

 

 

Realized gains on sales and calls of securities

 

$

-

 

 

$

743

 

Tax effect

 

 

-

 

 

 

(156

)

Realized gains, net of tax

 

$

-

 

 

$

587

 

 

Note 22 - Junior Subordinated Debt

On September 21, 2006, Fauquier’s wholly-owned Connecticut statutory business trust, Fauquier Statutory Trust II, privately issued $4.0 million face amount of the trust’s Floating Rate Capital Securities in a pooled capital securities offering. Simultaneously, the trust used the proceeds of that sale to purchase $4.0 million principal amount of the Fauquier’s Floating Rate Junior Subordinated Deferrable Interest Debentures due 2036. The interest rate on the capital security resets every three months at 1.70% above the then current three-month LIBOR. Interest is paid quarterly.

Total capital securities at December 31, 2021 were $3.4 million, as adjusted to fair value as of the date of the Merger. The Trust II issuance of capital securities and the respective subordinated debentures are callable at any time. The subordinated debentures are an unsecured obligation of the Company and are junior in right of payment to all present and future senior indebtedness of the Company. The capital securities are guaranteed by the Company on a subordinated basis.

 

Note 23 - Derivative Instruments and Hedging Activities

 

The Company uses derivative financial instruments primarily to manage risks to the Company associated with changing interest rates, and to assist customers with their risk management objectives. The Company designates certain interest rate swaps as hedging instruments in qualifying cash flow hedges. The changes in fair value of these designated hedging instruments is reported as a component of other comprehensive income. Customer accommodation loan swaps are derivative contracts that are not designated in a qualifying hedging relationship.

Cash flow hedges. The Company designates interest rate swaps as cash flow hedges when they are used to manage exposure to variability in cash flows on variable rate borrowings such as the Company’s junior subordinated debt. These interest rate swaps are derivative financial instruments that manage the risk of variability in cash flows by exchanging variable-rate interest payments on a notional amount of the Company’s borrowings for fixed-rate interest payments. Interest rate swaps designated as cash flow hedges are expected to be highly effective in offsetting the effect of changes in interest rates on the amount of variable-rate interest payments, and the Company assesses the effectiveness of each hedging relationship quarterly. If the Company determines that a cash flow hedge is no longer highly effective, future changes in the fair value of the hedging instrument would be reported in earnings. As of December 31, 2021, the Company has designated cash flow hedges to manage its exposure to variability in cash flows on certain variable rate borrowings through 2036.

Unrealized gains or losses recorded in other comprehensive income (loss) related to cash flow hedges are reclassified into earnings in the same period(s) during which the hedged interest payments affect earnings. When a designated hedging instrument is terminated and the hedged interest payments remain probable of occurring, any remaining unrecognized gain or loss in other comprehensive income is reclassified into earnings in the period(s) during which the forecasted interest payments affect earnings. Amounts reclassified into earnings and interest receivable or payable under designated interest rate swaps are reported in interest expense. The Company does not expect any unrealized losses related to cash flow hedges to be reclassified into earnings in the next twelve months.

104


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash collateral held at other banks for these swaps was $570 thousand at December 31, 2021. Collateral is dependent on the market valuation of the underlying hedges.

Loan swaps. The Bank also enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Bank simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and offsetting terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Company receives a floating rate. These back-to-back loan swaps are derivative financial instruments and are reported at fair value in “other assets” and “other liabilities” in the Consolidated Balance Sheets. These swaps are designated as fair value hedges and changes in fair value are recorded in current earnings.

Note that the Company also offers loan swap agreements to commercial loan customers who are eligible contract participants as expanded under the Dodd-Frank Act, whereby a contracted third party accepts the interest rate risk as part of a separate agreement with the customer. For these arrangements, the Company underwrites the credit risk, books a floating rate loan and does not carry the derivative on its Consolidated Balance Sheets.

 

The follow table summarizes the Company’s derivative instruments as of December 31, 2021:

(Dollars in thousands)

 

 

Derivatives designated as hedging instruments

 

Notional/ Contract Amount

 

 

Fair Value

 

 

Fair Value Balance Sheet Location

 

Expiration Date

 

Interest rate forward swap - cash flow

 

$

4,000

 

 

$

(633

)

 

Junior subordinated debt

 

6/15/2031

 

Interest rate swap - fair value

 

$

3,940

 

 

$

(8

)

 

Other Liabilities

 

2/12/2022

 

 

Note 24 – Segment Reporting

Virginia National Bankshares Corporation has four reportable segments. Each reportable segment is a strategic business unit that offers different products and services. They are managed separately, because each segment appeals to different markets and, accordingly, require different technology and marketing strategies. The accounting policies of the segments are the same as those described in the summary of significant accounting policies provided earlier in this report.

The four reportable segments are:

Bank - The commercial banking segment involves making loans and generating deposits from individuals, businesses and charitable organizations. Loan fee income, service charges from deposit accounts, and other non-interest-related fees, such as fees for debit cards and ATM usage and fees for treasury management services, generate additional income for the Bank segment.
Sturman Wealth Advisors – Sturman Wealth Advisors, formerly known as VNB Investment Services, offers wealth management and investment advisory services. Revenue for this segment is generated primarily from investment advisory and financial planning fees, with a small and decreasing portion attributable to brokerage commissions.
VNB Trust and Estate Services – VNB Trust and Estate Services offers corporate trustee services, trust and estate administration, IRA administration and custody services. Revenue for this segment is generated from administration, service and custody fees, as well as management fees which are derived from Assets Under Management. Investment management services currently are offered through in-house and third-party managers. In addition, royalty income, in the form of fixed and incentive fees, from the sale of Swift Run Capital Management, LLC in 2013 is reported as income of VNB Trust and Estate Services. More information on royalty income and the related sale can be found under Note 1 - Summary of Significant Accounting Policies.
Masonry Capital - Masonry Capital offers investment management services for separately managed accounts and a private investment fund employing a value-based, catalyst-driven investment strategy. Revenue for this segment is generated from management fees which are

105


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

derived from Assets Under Management and incentive income which is based on the investment returns generated on performance-based Assets Under Management.

A management fee for administrative and technology support services provided by the Bank is allocated to the non-bank segments. For both the years ended December 31, 2021 and 2020, management fees of $100 thousand were charged to the non-bank segments and eliminated in consolidated totals.

Segment information for the years ended December 31, 2021 and 2020 is shown in the following tables. Note that asset information is not reported below, as the assets of Sturman Wealth Advisors and VNB Trust & Estate Services are reported at the Bank level; also, assets specifically allocated to the lines of business other than the Bank are insignificant and are no longer provided to the chief operating decision maker.

 

2021
(Dollars in thousands)

 

Bank

 

 

Sturman
Wealth
Advisors

 

 

VNB Trust &
Estate
Services

 

 

Masonry
Capital

 

 

Consolidated

 

Net interest income

 

$

44,988

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

44,988

 

Provision for loan losses

 

 

1,014

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,014

 

Noninterest income

 

 

5,704

 

 

 

1,213

 

 

 

1,969

 

 

 

1,579

 

 

 

10,465

 

Noninterest expense

 

 

39,164

 

 

 

725

 

 

 

1,764

 

 

 

869

 

 

 

42,522

 

Income before income taxes

 

 

10,514

 

 

 

488

 

 

 

205

 

 

 

710

 

 

 

11,917

 

Provision for income taxes

 

 

1,550

 

 

 

104

 

 

 

43

 

 

 

149

 

 

 

1,846

 

Net income

 

$

8,964

 

 

$

384

 

 

$

162

 

 

$

561

 

 

$

10,071

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020
(Dollars in thousands)

 

Bank

 

 

Sturman
Wealth
Advisors

 

 

VNB Trust &
Estate
Services

 

 

Masonry
Capital

 

 

Consolidated

 

Net interest income

 

$

23,879

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

23,879

 

Provision for loan losses

 

 

1,622

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,622

 

Noninterest income

 

 

4,629

 

 

 

700

 

 

 

825

 

 

 

411

 

 

 

6,565

 

Noninterest expense

 

 

16,492

 

 

 

639

 

 

 

891

 

 

 

757

 

 

 

18,779

 

Income before income taxes

 

 

10,394

 

 

 

61

 

 

 

(66

)

 

 

(346

)

 

 

10,043

 

Provision for income taxes

 

 

2,138

 

 

 

13

 

 

 

(14

)

 

 

(72

)

 

 

2,065

 

Net income (loss)

 

$

8,256

 

 

$

48

 

 

$

(52

)

 

$

(274

)

 

$

7,978

 

 

 

Note 25 – Condensed Parent Company Financial Statements

Condensed financial statements pertaining only to the Parent Company are presented below. The investment in subsidiary is accounted for using the equity method of accounting.

Cash dividend payments authorized by the Bank’s Board of Directors were paid to the Parent Company in 2021 and 2020, totaling $7.6 million and $4.4 million, respectively.

The payment of dividends by the Bank is restricted by various regulatory limitations. Banking regulations also prohibit extensions of credit to the parent company unless appropriately secured by assets. For more detail on dividends, see Note 16 – Dividend Restrictions.

106


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Condensed Parent Company Only

 

BALANCE SHEETS

 

 

 

 

 

 

(Dollars in thousands)

 

December 31, 2021

 

 

December 31, 2020

 

ASSETS

 

 

 

Cash and due from banks

 

$

1,417

 

 

$

1,691

 

Investment securities

 

 

64

 

 

 

64

 

Investments in subsidiaries

 

 

163,712

 

 

 

81,455

 

Other assets

 

 

603

 

 

 

249

 

Total assets

 

$

165,796

 

 

$

83,459

 

 

 

 

 

 

 

 

LIABILITIES & SHAREHOLDERS' EQUITY

 

 

 

 

 

 

Junior subordinated debt

 

$

3,367

 

 

$

-

 

Other liabilities

 

 

442

 

 

 

861

 

Stockholders' equity

 

 

161,987

 

 

 

82,598

 

Total liabilities and stockholders' equity

 

$

165,796

 

 

$

83,459

 

 

STATEMENTS OF INCOME

 

 

 

 

 

 

(Dollars in thousands)

 

For the years ended

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

 

 

 

Dividends from subsidiary

 

$

7,600

 

 

$

4,400

 

Net interest income

 

 

(148

)

 

 

-

 

Noninterest expense

 

 

2,325

 

 

 

1,171

 

Income before income taxes

 

$

5,127

 

 

$

3,229

 

Income tax (benefit)

 

 

(353

)

 

 

(164

)

Income before equity in undistributed earnings of
   subsidiaries

 

$

5,480

 

 

$

3,393

 

Equity in undistributed earnings of subsidiaries

 

 

4,591

 

 

 

4,585

 

Net income

 

$

10,071

 

 

$

7,978

 

 

107


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Condensed Parent Company Only (Continued)

 

STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

(Dollars in thousands)

 

For the years ended

 

 

 

December 31, 2021

 

 

December 31, 2020

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Net income

 

$

10,071

 

 

$

7,978

 

Adjustments to reconcile net income to net cash
   provided by operating activities:

 

 

 

 

 

 

Equity in undistributed earnings of subsidiaries

 

 

(4,591

)

 

 

(4,585

)

Net accretion of certain acquisition-related adjustments

 

 

33

 

 

 

-

 

Deferred tax expense

 

 

28

 

 

 

28

 

Stock option & restricted stock grant expense

 

 

521

 

 

 

264

 

Increase in other assets

 

 

(365

)

 

 

(16

)

Decrease in other liabilities

 

 

411

 

 

 

14

 

Net cash provided by operating activities

 

 

6,108

 

 

 

3,683

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from stock options exercised

 

 

30

 

 

 

-

 

Cash paid in lieu for fractional shares at acquisition

 

 

(4

)

 

 

-

 

Dividends paid

 

 

(6,408

)

 

 

(3,248

)

Net cash used in financing activities

 

 

(6,382

)

 

 

(3,248

)

 

 

 

 

 

 

 

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 

 

(274

)

 

 

435

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS

 

 

 

 

 

 

Beginning of period

 

 

1,691

 

 

 

1,256

 

End of period

 

$

1,417

 

 

$

1,691

 

 

Note 26 – Investment in Affordable Housing Projects

The Company acquired as a result of the Merger certain limited partnership investments in affordable housing projects located in the Commonwealth of Virginia. These partnerships exist to develop and preserve affordable housing for low income families through residential rental property projects. The Company exerts no control over the operating or financial policies of the partnerships. Return on these investments is through receipt of tax credits and other tax benefits which are subject to recapture by taxing authorities based on compliance features at the project level. The investments are due to expire by 2036. The Company accounts for the affordable housing investments using the equity method and has recorded $2.9 million in other assets at December 31, 2021. There are currently no unfunded capital commitments. The related federal tax credits for the year ended December 31, 2021 was $450 thousand, and were included in income tax expense in the Consolidated Statements of Income. There were $145 thousand in flow-through losses recognized by the Company during the year ended December 31, 2021 that were included in noninterest income.

 

Note 27 – Subsequent Event

In February 2022, the Company received a one-time payment of $2.4 million to resolve a commercial dispute.

108


 

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None

Item 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures. The Company maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating its disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. This assessment was based on criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) on May 14, 2013. Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the internal control over financial reporting was effective based on those criteria.

Changes in Internal Control over Financial Reporting. There was no change in the internal control over financial reporting that occurred during the year ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting. This annual report does not include an attestation report of the Company’s independent registered public accounting firm, Yount, Hyde & Barbour, P.C., (U.S. PCAOB Auditor Firm I.D.: 613), regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

Item 9B. OTHER INFORMATION.

None

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable

109


 

Part III

Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Information is incorporated by reference to the information that appears under the headings “Proposal 1 – Election of Directors,” “Related Person Transactions and Other Information,” “Executive Compensation – Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Code of Ethics,” and “Information about the Board of Directors and Board Committees” contained in the Company’s Definitive Proxy Statement to be used in connection with the Company’s 2022 Annual Meeting of Shareholders (“Definitive Proxy Statement”).

Item 11. EXECUTIVE COMPENSATION.

Information is incorporated by reference to the information that appears under the headings “Executive Compensation – Executive Officers” and “Information about the Board of Directors and Board Committees – Compensation of Directors” contained in of the Company’s Definitive Proxy Statement.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Other than as set forth below, this information is incorporated by reference from Note 19, “Stock Incentive Plans,” in the Notes to Consolidated Financial Statements contained in Item 8. Financial Statements and Supplementary Data of this Form 10-K and from the “Beneficial Ownership of Company Common Stock” section of the Company’s Definitive Proxy Statement.

The following table summarizes information, as of December 31, 2021, relating to the Company’s Stock Incentive Plans:

 

 

 

Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights

 

Weighted-average exercise
price of outstanding
options, warrants and
rights

 

Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (a))

 

 

(a)

 

(b)

 

(c)

Equity compensation plans approved
   by security holders

 

169,280

 

$33.89

 

45,967

Total

 

169,280

 

$33.89

 

45,967

 

This information is incorporated by reference from the “Information about the Board of Directors and Board Committees” and “Related Person Transactions and Other Information” sections of the Company’s Definitive Proxy Statement. For further information, see Note 14 of the Notes to Consolidated Financial Statements contained in Item 8. Financial Statements and Supplementary Data in this Form 10-K.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

This information is incorporated by reference from the “Independent Auditors” section of the Company’s Definitive Proxy Statement.

110


 

Part IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following documents are files as part of this report:

(a)(1) Financial Statements

The following consolidated financial statements and reports of independent registered public accountants of the Company are in Part II, Item 8. Financial Statements and Supplementary Data:

(i)
Consolidated Balance Sheets – December 31, 2021 and December 31, 2020
(ii)
Consolidated Statements of Income – Years ended December 31, 2021 and December 31, 2020
(iii)
Consolidated Statements of Comprehensive Income – Years ended December 31, 2021 and December 31, 2020
(iv)
Consolidated Statements of Changes in Shareholders’ Equity – Years ended December 31, 2021 and December 31, 2020
(v)
Consolidated Statements of Cash Flows – Years ended December 31, 2021 and December 31, 2020
(vi)
Notes to Consolidated Financial Statements

(a)(2) Financial Statement Schedules

All schedules are omitted since they are not required, are not applicable, or the required information is shown in the consolidated statements or notes thereto.

111


 

(a)(3) Exhibit Index:

 

Exhibit

Number

 

Description of Exhibit

 

 

 

   2.1

 

Agreement and Plan of Reorganization, dated as of September 30, 2020, between Virginia National Bankshares Corporation and Fauquier Bankshares, Inc. (incorporated by reference to Exhibit 2.1 to Virginia National Bankshares Corporation’s Form 8-K filed with the SEC on October 2, 2020).

 

 

 

   3.1

 

Articles of Incorporation of Virginia National Bankshares Corporation, as amended and restated (incorporated by reference to Exhibit 3.1 to Virginia National Bankshares Corporation’s Pre-effective Amendment No. 1 to Form S-4 Registration Statement filed with the Securities and Exchange Commission on April 12, 2013).

 

 

 

   3.2

 

Bylaws of Virginia National Bankshares Corporation, as amended (incorporated by reference to Exhibit 3.2 of Virginia National Bankshares Corporation’s Current Report on Form- 8-K filed with the Securities and Exchange Commission on April 1, 2021).

 

 

 

 10.1

 

Virginia National Bank Amended and Restated 2005 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to Virginia National Bankshares Corporation’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 25, 2017. Virginia National Bankshares Corporation assumed this plan from Virginia National Bank on December 16, 2013 upon consummation of the reorganization under the agreement referenced as Exhibit 2.0).

 

 

 

 10.2

 

Virginia National Bankshares Corporation 2014 Stock Incentive Plan (incorporated by reference to Exhibit 99.2 to Virginia National Bankshares Corporation’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 25, 2017).

 

 

 

 10.3

 

Form of Amended and Restated Management Continuity Agreement executed September 28, 2020 between Virginia National Bankshares Corporation and each of Glenn W. Rust, Virginia R. Bayes, Tara Y. Harrison and Donna G. Shewmake (incorporated by reference to Exhibit 10.1 to Virginia National Bankshares Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 28, 2020).

 

 

 

 21.0

 

Subsidiaries of the Registrant (refer to Item 1. Business of this Form 10-K Report for a discussion of Virginia National Bankshares Corporation’s direct and indirect subsidiaries).

 

 

 

 31.1

 

302 Certification of Principal Executive Officer

 

 

 

 31.2

 

302 Certification of Principal Financial Officer

 

 

 

 32.1

 

906 Certification

 

 

 

101.0

 

 

 

 

 

 

 

 

 

104

 

Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline eXtensible Business Reporting Language (Inline XBRL), (i) the Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020, (ii) the Consolidated Statements of Income for the years ended December 31, 2021 and December 31, 2020, (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2021 and December 31, 2020, (iv) the Consolidated Statements of Changes in Shareholders’ Equity for years ended December 31, 2021 and December 31, 2020, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2021 and December 31, 2020, and (vi) the Notes to Consolidated Financial Statements (furnished herewith), tagged as blocks of text and including detailed tags.

 

Cover page interactive data file (embedded with the Inline XBRL document)

 

 

Item 16. Form 10-K Summary.

Not applicable

112


 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto, duly authorized.

 

 

VIRGINIA NATIONAL BANKSHARES CORPORATION

 

 

 

/s/ Tara Y. Harrison

 

Tara Y. Harrison

 

Executive Vice President & Chief Financial Officer

 

Date: March 25, 2022

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on March 25, 2022.

 

Signatures

 

Title

 

 

 

/s/ John B. Adams, Jr.

 

Director

John B. Adams, Jr.

 

 

 

 

 

/s/ Steven W. Blaine

 

Director

Steven W. Blaine

 

 

/s/ Kevin T. Carter

 

Director

Kevin T. Carter

 

 

 

 

 

/s/ Hunter E. Craig

 

Director

Hunter E. Craig

 

 

 

 

 

/s/ William D. Dittmar, Jr.

 

Chairman of the Board

William D. Dittmar, Jr.

 

 

 

 

 

/s/ Randolph D. Frostick

 

Director

Randolph D. Frostick

 

 

 

 

 

/s/ Tara Y. Harrison

 

Executive Vice President & Chief Financial Officer

Tara Y. Harrison

 

(principal financial and accounting officer)

 

 

 

/s/ James T. Holland

 

Director

James T. Holland

 

 

 

 

 

/s/ Linda M. Houston

 

Director

Linda M. Houston

 

 

 

 

 

/s/ Jay B. Keyser

 

Director

Jay B. Keyser

 

 

 

 

 

/s/ Glenn W. Rust

 

President & Chief Executive Officer and Director

Glenn W. Rust

 

(principal executive officer)

 

 

 

/s/ Sterling T. Strange, III

 

Director

Sterling T. Strange, III

 

 

 

 

 

/s/ Gregory L. Wells

 

Director

Gregory L. Wells

 

 

 

 

 

 

113