LOANS AND ALLOWANCE FOR LOAN LOSSES | 4. LOANS AND ALLOWANCE FOR LOAN LOSSES The following table summarizes the composition of our loan portfolio as of March 31, 2017 and December 31, 2016: Covered Non-covered Total Covered Non-covered Total Loans (1) Loans Loans Loans (1) Loans Loans March 31, 2017 December 31, 2016 Loans secured by real estate: Commercial real estate - owner-occupied $ - $ 154,041 $ 154,041 $ - $ 154,807 $ 154,807 Commercial real estate - non-owner-occupied - 296,176 296,176 - 279,634 279,634 Secured by farmland - 438 438 - 541 541 Construction and land loans - 97,002 97,002 - 91,067 91,067 Residential 1-4 family 9,957 248,108 258,065 10,519 220,291 230,810 Multi- family residential - 30,222 30,222 - 30,021 30,021 Home equity lines of credit 15,709 11,539 27,248 17,661 11,542 29,203 Total real estate loans 25,666 837,526 863,192 28,180 787,903 816,083 Commercial loans - 111,957 111,957 - 115,365 115,365 Consumer loans - 804 804 - 856 856 Gross loans 25,666 950,287 975,953 28,180 904,124 932,304 Less deferred fees on loans - (1,731 ) (1,731 ) - (1,889 ) (1,889 ) Loans, net of deferred fees $ 25,666 $ 948,556 $ 974,222 $ 28,180 $ 902,235 $ 930,415 (1) Covered Loans were acquired in the Greater Atlantic transaction and are covered under an FDIC loss-share agreement. The agreement covering non-single family loans expired in December 2014. Accounting policy related to the allowance for loan losses is considered a critical policy given the level of estimation, judgment, and uncertainty in the levels of the allowance required to account for the inherent probable losses in the loan portfolio and the material effect such estimation, judgment, and uncertainty can have on the consolidated financial results. As part of the Greater Atlantic acquisition, the Bank and the FDIC entered into loss sharing agreements on approximately $143.4 million (contractual basis) of Greater Atlantic Bank’s assets. There were two agreements with the FDIC, one for single family loans which is a 10-year agreement expiring in December 2019, and one for non-single family (commercial) assets which was a 5-year agreement which expired in December 2014. The Bank will share in the losses on the loans and foreclosed loan collateral with the FDIC as specified in the loss sharing agreements; we refer to these assets collectively as “covered assets.” Loans that are not covered in the loss sharing agreement are referred to as “non-covered loans”. As of March 31, 2017, non-covered loans included $22.3 million of loans acquired in the HarVest acquisition and $39.6 million acquired in the PGFSB acquisition. Accretable discount on the acquired Greater Atlantic loans, the PGFSB loans and the HarVest loans was $6.2 million and $6.5 million at March 31, 2017 and December 31, 2016 respectively. Credit-impaired covered loans are those loans which presented evidence of credit deterioration at the date of acquisition and it is probable that Southern National would not collect all contractually required principal and interest payments. Generally, acquired loans that meet Southern National’s definition for nonaccrual status fell within the definition of credit-impaired covered loans. Impaired loans for the covered and non-covered portfolios were as follows (in thousands): March 31, 2017 Covered Loans Non-covered Loans Total Loans Unpaid Unpaid Unpaid Recorded Principal Related Recorded Principal Related Recorded Principal Related Investment Balance Allowance Investment (1) Balance Allowance Investment Balance Allowance With no related allowance recorded Commercial real estate - owner occupied $ - $ - $ - $ - $ - $ - $ - Commercial real estate - non-owner occupied (2) - - - - - - - Construction and land development - - - - - - - Commercial loans - - - 2,060 2,632 - 2,060 2,632 - Residential 1-4 family (4) 1,288 1,499 - - - - 1,288 1,499 - Other consumer loans - - - - - - - - - Total $ 1,288 $ 1,499 $ - $ 2,060 $ 2,632 $ - $ 3,348 $ 4,131 $ - With an allowance recorded Commercial real estate - owner occupied $ - $ - $ - $ 1,322 $ 1,331 $ 250 $ 1,322 $ 1,331 $ 250 Commercial real estate - non-owner occupied (2) - - - - - - - - - Construction and land development - - - - - - - - - Commercial loans - - - 482 3,402 350 482 3,402 350 Residential 1-4 family (4) - - - 484 517 100 484 517 100 Other consumer loans - - - - - - - - - Total $ - $ - $ - $ 2,288 $ 5,250 $ 700 $ 2,288 $ 5,250 $ 700 Grand total $ 1,288 $ 1,499 $ - $ 4,348 $ 7,882 $ 700 $ 5,636 $ 9,381 $ 700 (1) Recorded investment is after cumulative prior charge offs of $3.5 million. These loans also have aggregate SBA guarantees of $2.1 million. (2) Includes loans secured by farmland and multi-family residential loans. (3) The Bank recognizes loan impairment and may concurrently record a charge off to the allowance for loan losses. (4) Includes home equity lines of credit. December 31, 2016 Covered Loans Non-covered Loans Total Loans Unpaid Unpaid Unpaid Recorded Principal Related Recorded Principal Related Recorded Principal Related Investment Balance Allowance Investment (1) Balance Allowance Investment Balance Allowance With no related allowance recorded Commercial real estate - owner occupied $ - $ - $ - $ 5,583 $ 5,592 $ - $ 5,583 $ 5,592 $ - Commercial real estate - non-owner occupied (2) - - - - - - - - - Construction and land development - - - - - - - - - Commercial loans - - - 3,002 3,603 - 3,002 3,603 - Residential 1-4 family (4) 963 1,113 - - - - 963 1,113 - Other consumer loans - - - - - - - - - Total $ 963 $ 1,113 $ - $ 8,585 $ 9,195 $ - $ 9,548 $ 10,308 $ - With an allowance recorded Commercial real estate - owner occupied $ - $ - $ - $ 688 $ 688 $ 150 $ 688 $ 688 $ 150 Commercial real estate - non-owner occupied (2) - - - - - - - - - Construction and land development - - - - - - - - - Commercial loans - - - 3,378 5,798 750 3,378 5,798 750 Residential 1-4 family (4) - - - - - - - - Other consumer loans - - - - - - - - - Total $ - $ - $ - $ 4,066 $ 6,486 $ 900 $ 4,066 $ 6,486 $ 900 Grand total $ 963 $ 1,113 $ - $ 12,651 $ 15,681 $ 900 $ 13,614 $ 16,794 $ 900 (1) Recorded investment is after cumulative prior charge offs of $3.0 million. These loans also have aggregate SBA guarantees of $2.2 million. (2) Includes loans secured by farmland and multi-family residential loans. (3) The Bank recognizes loan impairment and may concurrently record a charge off to the allowance for loan losses. (4) Includes home equity lines of credit. The following tables present the average recorded investment and interest income for impaired loans recognized by class of loans for the three months ended March 31, 2017 and 2016 (in thousands): Three months ended March 31, 2017 Covered Loans Non-covered Loans Total Loans Average Interest Average Interest Average Interest Recorded Income Recorded Income Recorded Income Investment Recognized Investment Recognized Investment Recognized With no related allowance recorded Commercial real estate - owner occupied $ - $ - $ - $ - $ - $ - Commercial real estate - non-owner occupied (1) - - - - - - Construction and land development - - - - - - Commercial loans - - 2,117 - 2,117 - Residential 1-4 family (2) 1,290 8 - - 1,290 8 Other consumer loans - - - - - - Total $ 1,290 $ 8 $ 2,117 $ - $ 3,407 $ 8 With an allowance recorded Commercial real estate - owner occupied $ - $ - $ 1,324 $ 8 $ 1,324 $ 8 Commercial real estate - non-owner occupied (1) - - - - - - Construction and land development - - - - - - Commercial loans - - 859 - 859 - Residential 1-4 family (2) - - 242 - 242 - Other consumer loans - - - - - - Total $ - $ - $ 2,425 $ 8 $ 2,425 $ 8 Grand total $ 1,290 $ 8 $ 4,542 $ 8 $ 5,832 $ 16 (1) Includes loans secured by farmland and multi-family residential loans. (2) Includes home equity lines of credit. Three months ended March 31, 2016 Covered Loans Non-covered Loans Total Loans Average Interest Average Interest Average Interest Recorded Income Recorded Income Recorded Income Investment Recognized Investment Recognized Investment Recognized With no related allowance recorded Commercial real estate - owner occupied $ - $ - $ 5,041 $ 73 $ 5,041 $ 73 Commercial real estate - non-owner occupied (1) - - 135 3 135 3 Construction and land development - - - - - - Commercial loans - - 2,020 - 2,020 - Residential 1-4 family (2) 986 8 - - 986 8 Other consumer loans - - - - - - Total $ 986 $ 8 $ 7,196 $ 76 $ 8,182 $ 84 With an allowance recorded Commercial real estate - owner occupied $ - $ - $ 1,364 $ 10 $ 1,364 $ 10 Commercial real estate - non-owner occupied (1) - - - - - - Construction and land development - - - - - - Commercial loans - - 3,413 53 3,413 53 Residential 1-4 family (2) - - - - - - Other consumer loans - - - - - - Total $ - $ - $ 4,777 $ 63 $ 4,777 $ 63 Grand total $ 986 $ 8 $ 11,973 $ 139 $ 12,959 $ 147 (1) Includes loans secured by farmland and multi-family residential loans. (2) Includes home equity lines of credit. The following tables present the aging of the recorded investment in past due loans by class of loans as of March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 30 - 59 60 - 89 Days Days 90 Days Total Nonaccrual Loans Not Total Past Due Past Due or More Past Due Loans Past Due Loans Covered loans: Commercial real estate - owner occupied $ - $ - $ - $ - $ - $ - $ - Commercial real estate - non-owner occupied (1) - - - - - - - Construction and land development - - - - - - - Commercial loans - - - - - - - Residential 1-4 family (2) 88 44 - 132 850 24,684 25,666 Other consumer loans - - - - - - - Total $ 88 $ 44 $ - $ 132 $ 850 $ 24,684 $ 25,666 Non-covered loans: Commercial real estate - owner occupied $ - $ - $ - $ - $ 637 $ 153,404 $ 154,041 Commercial real estate - non-owner occupied (1) - - - - - 326,836 326,836 Construction and land development - - - - - 97,002 97,002 Commercial loans 315 - - 315 2,542 109,100 111,957 Residential 1-4 family (2) 336 503 - 839 484 258,324 259,647 Other consumer loans 28 - - 28 - 776 804 Total $ 679 $ 503 $ - $ 1,182 $ 3,663 $ 945,442 $ 950,287 Total loans: Commercial real estate - owner occupied $ - $ - $ - $ - $ 637 $ 153,404 $ 154,041 Commercial real estate - non-owner occupied (1) - - - - - 326,836 326,836 Construction and land development - - - - - 97,002 97,002 Commercial loans 315 - - 315 2,542 109,100 111,957 Residential 1-4 family (2) 424 547 - 971 1,334 283,008 285,313 Other consumer loans 28 - - 28 - 776 804 Total $ 767 $ 547 $ - $ 1,314 $ 4,513 $ 970,126 $ 975,953 December 31, 2016 30 - 59 60 - 89 Days Days 90 Days Total Nonaccrual Loans Not Total Past Due Past Due or More Past Due Loans Past Due Loans Covered loans: Commercial real estate - owner occupied $ - $ - $ - $ - $ - $ - $ - Commercial real estate - non-owner occupied (1) - - - - - - - Construction and land development - - - - - - - Commercial loans - - - - - - - Residential 1-4 family (2) 221 95 - 316 850 27,014 28,180 Other consumer loans - - - - - - - Total $ 221 $ 95 $ - $ 316 $ 850 $ 27,014 $ 28,180 Non-covered loans: Commercial real estate - owner occupied $ - $ - $ - $ - $ 637 $ 154,170 $ 154,807 Commercial real estate - non-owner occupied (1) - - - - - 310,196 310,196 Construction and land development - - - - - 91,067 91,067 Commercial loans 1,349 - - 1,349 3,158 110,858 115,365 Residential 1-4 family (2) 1,011 - - 1,011 - 230,822 231,833 Other consumer loans - - - - 856 856 Total $ 2,360 $ - $ - $ 2,360 $ 3,795 $ 897,969 $ 904,124 Total loans: Commercial real estate - owner occupied $ - $ - $ - $ - $ 637 $ 154,170 $ 154,807 Commercial real estate - non-owner occupied (1) - - - - - 310,196 310,196 Construction and land development - - - - - 91,067 91,067 Commercial loans 1,349 - - 1,349 3,158 110,858 115,365 Residential 1-4 family (2) 1,232 95 - 1,327 850 257,836 260,013 Other consumer loans - - - - - 856 856 Total $ 2,581 $ 95 $ - $ 2,676 $ 4,645 $ 924,983 $ 932,304 (1) Includes loans secured by farmland and multi-family residential loans. (2) Includes home equity lines of credit. Non-covered nonaccrual loans include SBA guaranteed amounts totaling $2.1 million and $2.2 million at March 31, 2017 and December 31, 2016, respectively. Activity in the allowance for non-covered loan and lease losses for the three months ended March 31, 2017 and 2016 is summarized below (in thousands): Commercial Commercial Real Estate Real Estate Construction Other Non-covered loans: Owner Non-owner and Land Commercial 1-4 Family Consumer Three months ended March 31, 2017 Occupied Occupied (1) Development Loans Residential (2) Loans Unallocated Total Allowance for loan losses: Beginning balance $ 905 $ 1,484 $ 752 $ 3,366 $ 1,279 $ 78 $ 746 $ 8,610 Charge offs - - - (500 ) (12 ) - - (512 ) Recoveries 10 - - 16 2 2 - 30 Provision 273 62 49 125 (15 ) (6 ) 62 550 Ending balance $ 1,188 $ 1,546 $ 801 $ 3,007 $ 1,254 $ 74 $ 808 $ 8,678 Three months ended March 31, 2016 Allowance for loan losses: Beginning balance $ 1,185 $ 1,222 $ 865 $ 3,041 $ 1,408 $ 48 $ 652 $ 8,421 Charge offs - - - (114 ) - (253 ) - (367 ) Recoveries - - - 8 2 1 - 11 Provision 66 331 (149 ) (43 ) 146 286 (12 ) 625 Ending balance $ 1,251 $ 1,553 $ 716 $ 2,892 $ 1,556 $ 82 $ 640 $ 8,690 (1) Includes loans secured by farmland and multi-family residential loans. (2) Includes home equity lines of credit. Activity in the allowance for covered loan and lease losses by class of loan for the three months ended March 31, 2017 and 2016 is summarized below (in thousands): Commercial Commercial Real Estate Real Estate Construction Other Covered loans: Owner Non-owner and Land Commercial 1-4 Family Consumer Three months ended March 31, 2017 Occupied Occupied (1) Development Loans Residential (3) Loans Unallocated Total Allowance for loan losses: Beginning balance $ - $ - $ - $ - $ - $ - $ - $ - Charge offs - - - - - - - - Recoveries - - - - - - - - Adjustments (2) - - - - - - - - Provision - - - - - - - - Ending balance $ - $ - $ - $ - $ - $ - $ - $ - Three months ended March 31, 2016 Allowance for loan losses: Beginning balance $ - $ - $ - $ - $ - $ - $ - $ - Charge offs - - - - - - - - Recoveries - - - - - - - - Adjustments (2) - - - - - - - - Provision - - - - - - - - Ending balance $ - $ - $ - $ - $ - $ - $ - $ - (1) Includes loans secured by farmland and multi-family residential loans. (2) Represents the portion of increased expected losses which is covered by the loss sharing agreement with the FDIC. (3) Includes home equity lines of credit. The following tables present the balance in the allowance for loan losses and the recorded investment in non-covered loans by portfolio segment and based on impairment method as of March 31, 2017 and December 31, 2016 (in thousands): Commercial Commercial Real Estate Real Estate Construction Other Owner Non-owner and Land Commercial 1-4 Family Consumer Non-covered loans: Occupied Occupied (1) Development Loans Residential (2) Loans Unallocated Total March 31, 2017 Ending allowance balance attributable to loans: Individually evaluated for impairment $ 250 $ - $ - $ 350 $ 100 $ - $ - $ 700 Collectively evaluated for impairment 938 1,546 801 2,657 1,154 74 808 7,978 Total ending allowance $ 1,188 $ 1,546 $ 801 $ 3,007 $ 1,254 $ 74 $ 808 $ 8,678 Loans: Individually evaluated for impairment $ 1,322 $ - $ - $ 2,542 $ 484 $ - $ - $ 4,348 Collectively evaluated for impairment 152,719 326,836 97,002 109,415 259,163 804 - 945,939 Total ending loan balances $ 154,041 $ 326,836 $ 97,002 $ 111,957 $ 259,647 $ 804 $ - $ 950,287 December 31, 2016 Ending allowance balance attributable to loans: Individually evaluated for impairment $ 150 $ - $ - $ 750 $ - $ - $ - $ 900 Collectively evaluated for impairment 755 1,484 752 2,616 1,279 78 746 7,710 Total ending allowance $ 905 $ 1,484 $ 752 $ 3,366 $ 1,279 $ 78 $ 746 $ 8,610 Loans: Individually evaluated for impairment $ 6,271 $ - $ - $ 6,380 $ - $ - $ - $ 12,651 Collectively evaluated for impairment 148,536 310,196 91,067 108,985 231,833 856 - 891,473 Total ending loan balances $ 154,807 $ 310,196 $ 91,067 $ 115,365 $ 231,833 $ 856 $ - $ 904,124 (1) Includes loans secured by farmland and multi-family residential loans. (2) Includes home equity lines of credit. The following tables present the balance in the allowance for covered loan losses and the recorded investment in covered loans by portfolio segment and based on impairment method as of March 31, 2017 and December 31, 2016 (in thousands): Commercial Commercial Real Estate Real Estate Construction Other Owner Non-owner and Land Commercial 1-4 Family Consumer Covered loans: Occupied Occupied (1) Development Loans Residential (2) Loans Unallocated Total March 31, 2017 Ending allowance balance attributable to loans: Individually evaluated for impairment $ - $ - $ - $ - $ - $ - $ - $ - Collectively evaluated for impairment - - - - - - - - Total ending allowance $ - $ - $ - $ - $ - $ - $ - $ - Loans: Individually evaluated for impairment $ - $ - $ - $ - $ 1,288 $ - $ - $ 1,288 Collectively evaluated for impairment - - - - 24,378 - - 24,378 Total ending loan balances $ - $ - $ - $ - $ 25,666 $ - $ - $ 25,666 December 31, 2016 Ending allowance balance attributable to loans: Individually evaluated for impairment $ - $ - $ - $ - $ - $ - $ - $ - Collectively evaluated for impairment - - - - - - - - Total ending allowance $ - $ - $ - $ - $ - $ - $ - $ - Loans: Individually evaluated for impairment $ - $ - $ - $ 963 $ - $ 963 Collectively evaluated for impairment - - - - 27,217 - - 27,217 Total ending loan balances $ - $ - $ - $ - $ 28,180 $ - $ - $ 28,180 (1) Includes loans secured by farmland and multi-family residential loans. (2) Includes home equity lines of credit. Troubled Debt Restructurings A modification is classified as a troubled debt restructuring (“TDR”) if both of the following exist: (1) the borrower is experiencing financial difficulty and (2) the Bank has granted a concession to the borrower. The Bank determines that a borrower may be experiencing financial difficulty if the borrower is currently delinquent on any of its debt, or if the Bank is concerned that the borrower may not be able to perform in accordance with the current terms of the loan agreement in the foreseeable future. Many aspects of the borrower’s financial situation are assessed when determining whether they are experiencing financial difficulty, particularly as it relates to commercial borrowers due to the complex nature of the loan structure, business/industry risk and borrower/guarantor structures. Concessions may include the reduction of an interest rate at a rate lower than current market rate for a new loan with similar risk, extension of the maturity date, reduction of accrued interest, or principal forgiveness. When evaluating whether a concession has been granted, the Bank also considers whether the borrower has provided additional collateral or guarantors and whether such additions adequately compensate the Bank for the restructured terms, or if the revised terms are consistent with those currently being offered to new loan customers. The assessments of whether a borrower is experiencing (or is likely to experience) financial difficulty and whether a concession has been granted is subjective in nature and management’s judgment is required when determining whether a modification is a TDR. Although each occurrence is unique to the borrower and is evaluated separately, for all portfolio segments, TDRs are typically modified through reduction in interest rates, reductions in payments, changing the payment terms from principal and interest to interest only, and/or extensions in term maturity. During the three months ending March 31, 2017, there were no loans modified in troubled debt restructurings. One TDR which had been modified in 2013 defaulted during the second quarter of 2015. This loan, in the amount of $683 thousand, was current as of March 31, 2017. During the three months ending March 31, 2016, there were no loans modified in troubled debt restructurings. One TDR which had been modified in 2013 defaulted during the second quarter of 2015. This loan, in the amount of $696 thousand, was current as of March 31, 2016. Credit Quality Indicators Through its system of internal controls Southern National evaluates and segments loan portfolio credit quality on a quarterly basis using regulatory definitions for Special Mention, Substandard and Doubtful. Special Mention loans are considered to be criticized. Substandard and Doubtful loans are considered to be classified. Southern National had no loans classified Doubtful at March 31, 2017 or December 31, 2016. Special Mention loans are loans that have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position. Substandard loans may be inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Doubtful loans have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. As of March 31, 2017 and December 31, 2016, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows (in thousands): March 31, 2017 Covered Loans Non-covered Loans Total Loans Classified/ Special Classified/ Criticized (1) Pass Total Mention Substandard (3) Pass Total Criticized Pass Total Commercial real estate - owner occupied $ - $ - $ - $ 4,916 $ 1,322 $ 147,803 $ 154,041 $ 6,238 $ 147,803 $ 154,041 Commercial real estate - non-owner occupied (2) - - - - - 326,836 326,836 - 326,836 326,836 Construction and land development - - - - - 97,002 97,002 - 97,002 97,002 Commercial loans - - - 3,365 2,542 106,050 111,957 5,907 106,050 111,957 Residential 1-4 family (4) 1,288 24,378 25,666 - 484 259,163 259,647 1,772 283,541 285,313 Other consumer loans - - - - - 804 804 - 804 804 Total $ 1,288 $ 24,378 $ 25,666 $ 8,281 $ 4,348 $ 937,658 $ 950,287 $ 13,917 $ 962,036 $ 975,953 December 31, 2016 Covered Loans Non-covered Loans Total Loans Classified/ Special Classified/ Criticized (1) Pass Total Mention Substandard (3) Pass Total Criticized Pass Total Commercial real estate - owner occupied $ - $ - $ - $ - $ 6,271 $ 148,536 $ 154,807 $ 6,271 $ 148,536 $ 154,807 Commercial real estate - non-owner occupied (2) - - - - - 310,196 310,196 - 310,196 310,196 Construction and land development - - - - - 91,067 91,067 - 91,067 91,067 Commercial loans - - - 28 6,380 108,957 115,365 6,408 108,957 115,365 Residential 1-4 family (4) 963 27,217 28,180 - - 231,833 231,833 963 259,050 260,013 Other consumer loans - - - - - 856 856 - 856 856 Total $ 963 $ 27,217 $ 28,180 $ 28 $ 12,651 $ 891,445 $ 904,124 $ 13,642 $ 918,662 $ 932,304 (1) Credit quality is enhanced by a loss sharing agreement with the FDIC in the covered portfolio. The same credit quality indicators used in the non-covered portfolio are combined. (2) Includes loans secured by farmland and multi-family residential loans. (3) Includes SBA guarantees of $2.1 million and $2.2 million as of March 31, 2017 and December 31, 2016. (4) Includes home equity lines of credit. The amount of foreclosed residential real estate property held at March 31, 2017 and December 31, 2016 was $3.4 million. The recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure was $1.5 million and $1.8 million at March 31, 2017 and December 31, 2016, respectively. |