U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20459 FORM 10-Q Quarterly Report under Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Quarter Ended: Commission File No.: September 30, 1996 33-95246 SOUTHERN FINANCIAL BANCORP, INC. Virginia 54-1779978 ______________________________ ___________________________________ (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 37 East Main Street Warrenton, Virginia 20186 ______________________________ ___________________________________ (address of principal executive office) (Zip Code) Registrant's Telephone Number, including area code: (540) 349-3900 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 X NO _____ As of September 30, 1996, there were issued and outstanding 1,592,512 shares of the registrant's Common Stock and 16,634 shares of preferred stock. SOUTHERN FINANCIAL BANCORP, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) September 30, December 31, ASSETS 1996 1995 Cash and Due from Banks $ 3,716,982 $ 3,894,884 Overnight Earning Deposits 2,800,299 1,795,902 Investment Securities Available-for-Sale 4,169,087 2,827,625 Investment Securities Held-to-Maturity 5,087,000 87,000 Mortgage-Backed Securities Available-for-Sale 912,132 1,045,098 Mortgage-Backed Securities Held-to-Maturity 60,199,992 45,997,777 Loans Held for Sale 1,967,650 170,000 Loans Receivable, Net 106,272,042 104,251,481 Federal Home Loan Bank Stock, at Cost 867,600 950,000 Bank Premises and Equipment, Net 1,546,735 1,146,553 Interest Receivable 1,390,827 1,167,022 Real Estate Owned 343,023 357,023 Other Assets 1,623,704 1,110,385 Total Assets $190,897,073 $164,800,750 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits $163,622,826 $143,813,686 Advances from Federal Home Loan Bank 9,000,000 4,000,000 Advances from Borrowers for Taxes and Insurance 234,157 113,631 Other Liabilities 2,000,879 1,098,362 Total Liabilities 174,857,862 149,025,679 Preferred Stock 166 166 Common Stock 15,925 13,912 Capital in Excess of Par Value 15,276,379 12,796,014 Retained Earnings 1,319,871 3,050,284 Net Unrealized (Loss)/Gain on Securities Available-for-Sale (101,599) 14,685 Treasury Stock (471,531) (99,990) Total Stockholders' Equity 16,039,211 15,775,071 Total Liabilities and Stockholders' Equity $190,897,073 $164,800,750 <F1> The accompanying notes are an integral part of these financial statements. SOUTHERN FINANCIAL BANCORP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 INTEREST INCOME Loans $2,558,981 $2,423,579 $ 7,681,909 $ 6,597,932 Mortgage-Backed Securities and Other Investments 1,153,805 906,312 3,138,944 2,773,375 Total Interest Income 3,712,786 3,329,891 10,820,853 9,371,307 INTEREST EXPENSE Deposits 1,889,242 1,735,794 5,508,465 4,811,661 Borrowings 94,807 92,960 246,811 362,940 Total Interest Expense 1,984,049 1,828,754 5,755,276 5,174,601 Net Interest Income 1,728,737 1,501,137 5,065,577 4,196,706 Provision for Loan Losses 190,000 55,000 510,000 110,000 Net Interest Income after Provision for Loan Losses 1,538,737 1,446,137 4,555,577 4,086,706 OTHER INCOME Gain on Sale of Mortgage-Backed Securities - 63,208 - 63,208 Gain on Sale of Loans 16,177 38,803 148,029 167,753 Fee Income 244,783 136,616 603,124 405,754 0ther 26,225 21,947 75,033 50,405 Total Other Income 287,185 260,574 826,186 687,120 OPERATING EXPENSE Employee Compensation and Benefits 536,441 453,047 1,585,304 1,265,973 Office Occupancy 195,551 168,079 544,468 425,289 Furniture and Equipment 227,928 171,631 611,034 490,597 FDIC Premiums 952,517 72,665 1,106,693 199,365 Other 248,602 301,878 757,559 763,992 Total Operating Expense 2,161,039 1,167,300 4,605,058 3,145,216 Income Before Income Taxes ( 335,117) 539,411 776,705 1,628,610 Provision for Income Taxes ( 110,600) 199,000 256,300 624,670 Net Income ($ 224,517) $ 340,411 $ 520,405 $1,003,940 Earnings per Share: Primary Earnings per Share ($ 0.14) $ 0.21 $ 0.32 $ 0.63 Fully Diluted Earnings per Share ($ 0.14) $ 0.21 $ 0.32 $ 0.61 Weighted Average Number of Primary Common Shares Outstanding 1,628,291 1,603,877 1,602,638 1,582,364 <F1> The accompanying notes are an integral part of these financial statements. SOUTHERN FINANCIAL BANCORP, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Net Unrealized Gain (Loss) Capital Securities Total Preferred Common Excess of Retained Treasury Available- Stockholders' Stock Stock Par Value Earnings Stock for-Sale Equity Balance, December 31, 1995 $ 166 $13,912 $12,796,014 $3,050,284 $(99,990) $14,685 $15,775,071 Dividends on Preferred and Common Stock - - - (86,723) - - (86,723) Net Unrealized Loss on Securities Available-for-Sale - - - - - (69,515) (69,515) Net Income - - - 390,729 - - 390,729 Balance, March 31, 1996 166 13,912 12,796,014 3,354,290 (99,990) (54,830) 16,009,562 Dividends on Preferred and Common Stock - - - (86,723) - - (86,723) Options Exercised - 374 273,428 - - - 273,802 Treasury Stock - - - - (149,984) - (149,984) Net Unrealized Loss on Securities Available-for-Sale - - - - - (36,800) (36,800) Net Income - - - 354,193 - - 354,193 Balance, June 30, 1996 166 14,286 13,069,442 3,621,760 (249,974) (91,630) 16,364,050 Dividends on Preferred and Common Stock - - - (90,366) - - (90,366) Options Exercised - 220 221,350 - - - 221,570 Treasury Stock - - - - (221,557) - (221,557) 10% Stock Dividend - 1,419 1,985,587 (1,987,006) - - - Net Unrealized Loss on Securities Available-for-Sale - - - - - (9,969) (9,969) Net Loss - - - (224,517) - - (224,517) Balance, September 30, 1996 $ 166 $15,925 $15,276,379 $1,319,871 $(471,531) $(101,599) $16,039,211 <F1> The accompanying notes are an integral part of these financial statements. SOUTHERN FINANCIAL BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, 1996 1995 Cash Flows from Operating Activities: Net Income $ 520,405 $ 1,003,940 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization of Bank Premises and Equipment 180,164 159,048 Net Amortization of Premiums (Discounts) on Loans and Securities 217,866 96,738 Provision for Loan Losses 510,000 110,000 Provision for Deferred Income Taxes (58,299) 125,120 Gain on Sale of Loans (148,029) (167,753) Gain on Sale of Mortgage-Backed Securities - (63,208) Loss on Real Estate Owned - 30,000 Amortization of Deferred Loan Fees (254,986) (458,144) Loans Originated for Sale (9,121,278) (6,861,050) Proceeds from Sales of Loans Held for Sale 7,471,656 7,155,503 Increase in Interest Receivable (223,805) (163,969) Increase in Other Assets (396,720) (373,072) Increase in Other Liabilities 902,517 534,409 Net Cash (Used in) Provided by Operating Activities (400,509) 1,127,562 Cash Flows from Investing Activities: Loans Originated (36,674,459) (48,994,865) Principal Collected on Loans 34,384,855 30,866,517 Purchase of Loans - (2,942,820) Purchase of Investment Securities (6,496,685) - Sale of Mortgage-Backed Securities - 4,994,678 Purchase of Mortgage-Backed Securities (23,300,043) (2,022,204) Principal Collected on Mortgage- Backed Securities 9,007,597 6,831,779 Net (Increase) Decrease in Overnight Earning Deposits (1,004,397) 3,023,608 Investment in Real Estate Owned 14,000 (387,023) Purchase of Bank Premises and Equipment (580,346) (272,915) Redemption of Federal Home Loan Bank Stock 82,400 - Purchase of Federal Home Loan Bank Stock - (136,100) Net Cash (Used in) Investing Activities (24,567,078) (9,039,345) Cash Flows from Financing Activities: Net Increase in Deposits 19,809,140 7,508,406 Increase/(Decrease) in Advances from Federal Home Loan Bank 5,000,000 3,000,000 Increase in Advances from Borrowers for Taxes and Insurance 120,526 133,513 Proceeds from Stock Options Exercised 123,831 21,800 Dividends on Preferred and Common Stock (263,812) (218,707) Net Cash Provided by Financing Activities 24,789,685 10,445,012 Net (Decrease) Increase in Cash and Due from Banks (177,902) 2,533,229 Cash and Due from Banks, Beginning of Period 3,894,884 949,338 Cash and Due from Banks, End of Period $3,716,982 $3,482,567 <F1> The accompanying notes are an integral part of these statements. SOUTHERN FINANCIAL BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information or footnotes necessary for a fair presentation of financial position, results of operations, changes in stockholders' equity and cash flows in conformity with generally accepted accounting principles. However, all adjustments which are, in the opinion of management, necessary for a fair presentation have been included. All adjustments are of a normal recurring nature. The results of operations for the nine month period ended September 30, 1996 are not necessarily indicative of the results of the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes included in Southern Financial Bancorp, Inc.'s Annual Report for the six months ended December 31, 1995. On December 1, 1995 Southern Financial Bancorp, Inc. (the "Bancorp") acquired all of the outstanding shares of Southern Financial Bank (the "Bank"). Southern Financial Bank, formerly Southern Financial Federal Savings Bank, converted from a savings bank to a state chartered commercial bank effective December 1, 1995. Also, on December 1, 1995 Southern Financial Bancorp, Inc. changed its fiscal year end to December 31 from June 30. NOTE 2 - INVESTMENT SECURITIES The portfolio of investment securities which are classified as held-to maturity consist of the following: September 30, 1996 December 31, 1995 Amortized Estimated Amortized Estimated Cost Fair Value Cost Fair Value FHLB Intermediate Notes $5,000,000 $4,994,688 $ - $ - Other Investments 87,000 87,000 87,000 87,000 Total $5,087,000 $5,081,688 $87,000 $87,000 The portfolio of investment securities which are classified as available-for- sale consist of the following: September 30, 1996 December 31, 1995 Amortized Estimated Amortized Estimated Cost Fair Value Cost Fair Value FHLMC Preferred Stock $4,310,235 $4,169,088 $2,810,425 $2,827,625 NOTE 3 - MORTGAGE-BACKED SECURITIES The portfolio of mortgage-backed securities which are classified as held-to- maturity consist of the following securities: September 30, 1996 December 31, 1995 Amortized Estimated Amortized Estimated Cost Fair Value Cost Fair Value FHLMC $ 7,845,863 $ 7,799,798 $ 9,397,071 $ 9,346,718 FNMA 22,469,861 22,217,528 12,065,698 11,879,879 GNMA 23,093,062 22,975,462 17,612,470 17,554,923 CMO 6,791,206 6,836,476 6,922,538 6,892,830 Total $60,199,992 $59,829,264 $45,997,777 $45,674,350 Of the securities classified as held-to-maturity $7.1 million, or 11.8%, have fixed rates of interest and original maturities of 15 years. The interest rates on $10.1 million, or 16.7%, of the portfolio are indexed to the 11th District and national cost of funds indices and adjust monthly. The interest rates on the balance of the portfolio, $43.0 million, are indexed to the one year constant maturity treasury and adjust annually or more frequently. The portfolio of mortgage-backed securities classified as available-for-sale consists of the following securities: September 30, 1996 December 31, 1995 Amortized Estimated Amortized Estimated Cost Fair Value Cost Fair Value FNMA $922,622 $912,132 $1,039,353 $1,045,098 The securities classified as available-for-sale have a fixed rate of interest and an original maturity of 15 years. NOTE 4 - LOANS RECEIVABLE Loans receivable consist of the following: September 30, 1996 December 31, 1995 Real estate mortgage loans: Permanent Residential $ 34,099,983 $ 37,583,119 Nonresidential 42,310,108 36,742,339 Construction Residential 11,060,600 13,164,850 Nonresidential 9,972,522 16,490,213 Business and consumer 14,958,971 12,025,981 Total loans receivables 112,402,184 116,006,502 Less: Undisbursed portion of loans in process (4,396,835) (10,110,438) Deferred loan fees (380,837) (454,334) Allowance for loan losses (1,352,470) (1,190,249) Loans receivable, net $106,272,042 $104,251,481 The following sets forth information regarding the allowance for loan losses: Nine months ended Six months ended September 30, 1996 December 31, 1995 Balance, beginning of period $1,190,249 $1,057,445 Charge offs (352,369) (17,196) Recoveries 4,590 0 Provision charged to operations 510,000 150,000 Balance, end of period $1,352,470 $1,190,249 NOTE 5 - ADVANCES FROM FEDERAL HOME LOAN BANK At September 30, 1996, advances from the Federal Home Loan Bank ("FHLB") of Atlanta totaled $9,000,000 which consisted of $7,000,000 of advances which reprice daily but may be prepaid at any time without penalty and $2,000,000 of fixed rate advances maturing in January, 1998. At December 31, 1995, advances from the FHLB of Atlanta totaled $4,000,000. These advances are made under a credit availability agreement with the FHLB of Atlanta totaling $25,000,000. The agreement does not have a maturity date and advances are made at the FHLB of Atlanta's discretion. NOTE 6 - STOCKHOLDERS' EQUITY At September 30, 1996 and December 31, 1995, the Bancorp had 16,634 shares of 6% cumulative convertible preferred stock issued and outstanding. Par value is $0.01 per share. Five hundred thousand shares are authorized. Each share of the Bancorp's preferred stock is convertible to 1.61 shares of common stock. The preferred stock has an annual dividend rate of 6%. Dividends are payable quarterly and are cumulative. At September 30, 1996 and December 31, 1995, the Bancorp had 1,592,512 and 1,391,153, respectively, shares of common stock issued and outstanding. The par value is $0.01 per share. There were 5,000,000 shares authorized by the Bancorp's charter. The Bancorp's board of directors declared a 10 percent stock dividend in July, 1995, a four-for-three stock split in February, 1995, which was effected in the form of a dividend and a 10 percent stock dividend in July, 1996. Prior period earnings per share amounts have been restated to reflect the effect of these distributions. SOUTHERN FINANCIAL BANCORP, INC. ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition The total assets of Southern Financial Bancorp, Inc. (the "Bancorp") at September 30, 1996 were $190.9 million, an increase of $26.1 million, or 15.8%, from total assets of $164.8 million at December 31, 1995. Total liabilities increased by $25.9 million, or 17.4%, to $174.9 million at September 30, 1996 from $149.0 million at December 31, 1995. The increase in total assets resulted from an increase of $14.2 million, or 30.9% in mortgage-backed securities to $60.2 million at September 30, 1996 from $46.0 million at December 31, 1995 and an increase in investment securities (held-to-maturity and available-for-sale) of $6.4 million. Loans receivable increased by $2.0 million to $106.3 million at September 30, 1996 from $104.3 million at December 31, 1995. Although total loans receivable remained relatively constant a shift occurred in the composition of the categories. The principal change was an increase in non-residential permanent loans of $5.6 million and comparable net decrease in non-residential construction loans, reflecting the conversion of these loans from construction to permanent. Investment securities available-for-sale increased by $1.4 million, or 50.0 %, to $4.2 million at September 30, 1996 from $2.8 million at December 31, 1995. Investment securities available-for-sale consists entirely of Federal Home Loan Mortgage Corporation ("FHLMC") preferred stock and is recorded at current market value. Investment securities held-to-maturity increased by $5.0 million to $5.1 million at September 30, 1996 from $0.1 million at December 31, 1995. This increase was due to the purchase of $5.0 million of U. S. government agency securities during the nine months ended September 30, 1996. The increase in total assets was funded by an increase in customer deposits of $19.8 million , or 13.8%, to $163.6 million at September 30, 1996 from $143.8 million at December 31, 1995. In addition, Federal Home Loan Bank ("FHLB") of Atlanta advances increased by $5.0 million to $9.0 million at September 30, 1996. The advances from the FHLB of Atlanta at September 30, 1996 consisted of $7.0 million of advances which mature in one year or less and $2.0 million of advances which mature in January, 1998. The primary sources of funds for operations of the Bancorp include principal repayments and sales of loans and mortgage-backed securities, new savings deposits and borrowings. The Bancorp had outstanding commitments to fund loans approximating $6.1 million at September 30, 1996, and commitments to sell to others approximately $2.0 million of loans as of September 30, 1996. In the opinion of management, the Bancorp's liquid assets are adequate to meet commitments for loan fundings and other obligations and expenditures. Results of Operations The Bancorp's principal sources of revenues are interest and fees on loans and mortgage-backed securities, interest or dividends on investments, and other revenue associated with fees on deposit accounts and related services. In the nine months ended September 30, 1996 the Bancorp's revenues from other income increased by $139,000, or 20.2%, to $826,000 from $687,000 in the nine months ended September 30, 1995. The following table presents, for periods indicated, average monthly balances of and weighted average yields on interest-earning assets and average balances and weighted average effective interest paid on interest-bearing liabilities. During the period calculations utilize month end balances. Nine Months Ended September 30, 1996 1995 Average Average Average Yield/ Average Yield/ Balance Rate Balance Rate (Dollars in Thousands) Interest-Earning Assets: Loans Receivable $105,445 9.71% $ 89,836 9.79% Mortgage-Backed Securities 56,578 6.28 53,210 6.28 Investments 9,635 6.56 5,062 7.00 Total Interest-Earning Assets 171,658 8.41 148,108 8.44 Interest-Bearing Liabilities: Deposits 155,969 4.71 129,434 4.96 Borrowings 5,650 5.82 6,800 7.12 Total Interest-Bearing Liabilities 161,619 4.75 136,234 5.07 Average Dollar Difference Between Interest-Earning Assets and Interest-Bearing Liabilities $ 10,039 $ 11,874 Interest Rate Spread 3.66% 3.37% Interest Margin 3.94% 3.78% The following table presents information regarding changes in interest income and interest expense for the periods indicated. For each category of interest-earning asset and interest-bearing liability, information is provided on changes attributable to changes in volume (changes in volume multiplied by old rate), changes in rates (changes in rates multiplied by old volume), and changes in rate-volume (change in rates multiplied by the change in volume). For the Nine Months Ended September 30, 1996 Versus September 30, 1995 (Dollars in Thousands) Rate/ Volume Rate Volume Net Interest Income: Loans Receivable $1,146 ($ 53) ($ 9) $1,084 Mortgage-Backed Securities 159 ( 1) 0 158 Investments 240 ( 17) ( 15) 208 Total Interest Income 1,545 ( 71) ( 24) 1,450 Interest Expense: Deposits 987 ( 241) ( 49) 697 Borrowings ( 61) ( 66) 11 ( 116) Total Interest Expense 926 ( 307) ( 38) 581 Net Interest Income $ 619 $236 $14 $ 869 The Bancorp recorded net income of $520,000 for the nine months ended September 30, 1996, compared to $1.0 million for the nine months ended September 30, 1995, a decrease of $480,000. Included in the net income for the nine months ended September 30, 1996 is an after tax charge of $583,000 which represents the Federal Deposit Insurance Corporation's ("FDIC") special assessment to capitalize the Savings Associations Insurance Fund ("SAIF"). Primary earnings per share were $0.32 and $0.63 for the nine months ended September 30, 1996 and 1995, respectively. Weighted average shares of common stock outstanding were 1,602,638 and 1,582,364 for the same periods in 1996 and 1995, respectively. As explained in footnote 6, in order to provide consistency, the weighted average number of common shares outstanding for current and prior periods have been adjusted to give effect to a stock split in February, 1995, a 10% stock dividend in July, 1995 and a 10% stock dividend in July, 1996. For the three months ended September 30, 1996, the Bancorp recorded a net loss of $225,000 as compared to net income of $340,000 for the three months ended September 30, 1995. The net loss for the three months ended September 30, 1996 includes an after tax charge of $583,000 which represents the FDIC's special assessment to capitalize the SAIF. Primary earnings per share were ($0.14) and $0.21 for the three months ended September 30, 1996 and 1995, respectively. Weighted average shares of common stock outstanding were 1,628,291 for the three months ended September 30, 1996 and 1,603,877 for the three months ended September 30, 1995. Net interest income before provision for loan losses for the nine months ended September 30, 1996 was $5,066,000, an increase of $869,000, or 20.7%, from $4,197,000 for the nine months ended September 30, 1995. The increase resulted primarily from a growth in average interest-earning assets and an increase in interest margin. Total interest-earning assets in the nine months ended September 30, 1996 averaged $171.7 million as compared to $148.1 million for the same period in 1995. For the nine months ended September 30, 1996, the interest rate spread was 3.66%, an increase of 29 basis points from 3.37% for the nine months ended September 30, 1995. The yield on interest-earning assets decreased by 3 basis points from 8.44% for the nine months ended September 30, 1995 to 8.41% for the nine months ended September 30, 1996. The cost of interest bearing liabilities decreased by 32 basis points to 4.75% for the nine months ended September 30, 1996 from 5.07% for the nine months ended September 30, 1995. For the three months ended September 30, 1996, net interest income before provision for loan losses was $1,729,000 an increase of $228,000, or 15.2%, from $1,501,000 for the three months ended September 30, 1995. This increase resulted primarily from a growth in average interest-earning assets. Total interest-earning assets in the three months ended September 30, 1996 averaged $179.6 million as compared to $152.7 million in the three months ended September 30, 1995. The interest rate spread was 3.60% for the three months ended September 30, 1996 an increase of 6 basis points from 3.54% for the three months ended September 30, 1995. Total interest income increased by $1,450,000, or 15.5%, to $10,821,000 for the nine months ended September 30, 1996 from $9,371,000 for the nine months ended September 30, 1995. This increase was primarily due to the increase of $15.6 million in average loans receivable to $105.4 million for the nine months ended September 30, 1996 from $89.8 million for the nine months ended September 30, 1995. The yield on average loans receivable for the nine months ended September 30, 1996 was 9.71% a decrease of 8 basis points from 9.79% for the nine months ended September 30, 1995. Mortgage- backed securities averaged $56.6 million for the nine months ended September 30, 1996, an increase of $3.4 million from $53.2 million for the nine months ended September 30, 1995. The related yield was 6.28% unchanged from the nine months ended September 30, 1995. Total interest expense increased by $580,000, or 11.2%, to $5,755,000 for the nine months ended September 30, 1996 from $5,175,000 for the nine months ended September 30, 1995. Customer deposits averaged $156.0 million for the nine months ended September 30, 1996, up $26.6 million from $129.4 million for the nine months ended September 30, 1995. However, the average effective rate paid on deposits decreased by 25 basis points to 4.71% in the 1996 period from 4.96% in the 1995 period. FHLB of Atlanta advances averaged $5.7 million for the nine months ended September 30, 1996, a decrease of $1.1 million from $6.8 million for the nine months ended September 30, 1995. The average effective rate paid on FHLB of Atlanta advances decreased to 5.82% for the nine months ended September 30, 1996 from 7.12% for the same period in 1995. The provision for loan losses for the nine months ended September 30, 1996 was $510,000, as compared to $110,000 for the nine months ended September 30, 1995. In recognition of any nonperforming loans and the inherent risk in lending, the Bancorp has established a provision for loan losses. The provision for loan losses is a reserve of funds established to absorb the inherent risk in lending, after evaluating the loan portfolio, considering current economic conditions, changes in the nature and volume of lending and past loan loss experience. During the nine months ended September 30, 1996, the Bancorp's volume of nonresidential mortgages and commercial loans held in portfolio increased by $8.5 million, or 17.4%. These loans tend to carry a higher risk classification. Consequently, the Bancorp felt it prudent to increase the provision for loan losses. In management's opinion the allowance for loan losses is adequate to absorb potential losses in the current loan portfolio. The allowance for loan losses at September 30, 1996 was $1.4 million or 1.4% of total loans receivable and 84.6% of nonperforming loans and real estate owned. Total other income for the nine months ended September 30, 1996 was $826,000 as compared to $687,000 for the nine months ended September 30, 1995, an increase of $139,000. Fee income increased by $197,000 to $603,000 for the nine months ended September 30, 1996 from $406,000 for the nine months ended September 30, 1995. Fee income, consisting primarily of transaction fees on deposit accounts, increased due to increased volume in these types of accounts. For the three months ended September 30, 1996, total other income was $287,000 an increase of $26,000 as compared to $261,000 for the three months ended September 30, 1995. Fee income increased by $108,000 to $245,000 for the three months ended September 30, 1996 from $137,000 for the three months ended September 30, 1995 reflecting the higher numbers of checking accounts opened. Total operating expense increased by $1,460,000 to $4,605,000 for the nine months ended September 30, 1996 from $3,145,000 for the nine months ended September 30, 1995. Included in total operating expense for the nine months ended September 30, 1996 is $870,000 which represents the FDIC's special assessment to capitalize the SAIF. Employee compensation and benefits increased by $319,000, or 25.2%, reflecting the cost of opening two new branches in April, 1995, opening one new branch in July, 1996, and personnel and organization restructuring during the quarter ended June 30, 1996. Office occupancy increased by $119,000, or 28.0%, and furniture and equipment, which includes data processing costs, increased by $120,000, or 24.4% which principally reflects the cost of opening two the new branches in April, 1995 and one new branch in July, 1996. Other expenses decreased by $6,000 to $758,000 for the nine months ended September 30, 1996 from $764,000 for the nine months ended September 30, 1995. This decrease occurred primarily due to a decrease in real estate owned expense from $60,000 for the nine months ended September 30, 1995 to $6,000 for the nine months ended September 30, 1996. Included in other expenses for the nine months ended September 30, 1996 is $90,000 which represents Virginia franchise tax, no franchise tax was paid in the similar period ended September 30, 1995. Subsequent to the conversion to a Virginia commercial bank effective December 1, 1995, the Bancorp's subsidiary bank became subject to the Virginia franchise tax instead of the Virginia income tax. For the three months ended September 30, 1996, total operating expense increased by $994,000 to $2,161,000 from $1,167,000 for the three months ended September 30, 1995. The cost of deposit insurance increased by $880,000 to $953,000 for the three months ended September 30, 1996 from $73,000 for the three months ended September 30, 1995. This increase reflects the FDIC's special assessment to capitalize the SAIF of $870,000. Employee compensation and benefits increased by $83,000, office occupancy increased by $28,000, and furniture and equipment increased by $56,000. These increases principally reflect the cost of opening two new branches in April, 1995 and one new branch in July, 1996. Regulatory Capital Requirements At September 30, 1996, the Bancorp exceeded all regulatory capital standards, which were as follows: Actual capital Required Capital Excess Capital (Amounts in thousands) Amount Ratio Amount Ratio Amount Ratio Leverage Capital $15,780 8.40% $5,638 3.00% $10,142 5.40% Tier I Capital $15,780 14.11% $4,472 4.00% $11,308 10.11% Tier I and II Capital $17,132 15.32% $8,944 8.00% $ 8,188 7.32% Impact of Inflation and Changing Prices The consolidated financial statements and accompanying notes presented herein have been prepared in accordance with generally accepted accounting principles which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. Unlike many industrial companies, substantially all of the assets and virtually all of the liabilities of the Bancorp are monetary in nature. As a result, interest rates have a more significant impact on the Bancorp's performance than the effects of general levels of inflation. Interest rates may not necessarily move in the same direction or in the same magnitude as the prices of goods and services. However, non-interest expenses do not reflect general levels of inflation. SOUTHERN FINANCIAL BANCORP, INC. Part II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS Not applicable Item 2. CHANGES IN SECURITIES Not applicable. Item 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. Item 5. OTHER INFORMATION Not applicable. Item 6. EXHIBITS AND REPORTS ON FORM 8-K. Exhibits Required None. Reports on Form 8-K No reports on Form 8-K were filed during the three months ended September 30, 1996. SOUTHERN FINANCIAL BANCORP, INC. Part III. SIGNATURES Pursuant to the requirements 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. SOUTHERN FINANCIAL BANCORP, INC. (Registrant) Date 11/13/96 By: /s/Georgia S. Derrico Georgia S. Derrico Chairman and Chief Executive Officer (Duly Authorized Representative) Date 11/13/96 By: /s/Manfred Liebsch Manfred Liebsch Controller Principal Accounting Officer (Duly Authorized Representative)