8-K

Primis Financial Corp. (FRST)

8-K 2020-07-27 For: 2020-07-27
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): July 27, 2020

Southern National Bancorp of Virginia, Inc.

(Exact Name of Registrant as Specified in Charter)

Virginia 001-33037 20-1417448
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)
6830 Old Dominion Drive, McLean, Virginia 22101
---
(Address of Principal Executive Offices) (Zip Code)

(703) 893-7400

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol(s) Name of each exchanged on which registered
COMMON STOCK SONA NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [   ]

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

Item 2.02. Results of Operations and Financial Condition.

On July 27, 2020, Southern National Bancorp of Virginia, Inc. (“Southern National”) issued a press release announcing its financial results for the three months ended June 30, 2020.  A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

The Company has prepared presentation materials (the “Investor Presentation”) that management intends to use from time to time thereafter in presentations about the Company’s operations and performance. The Company may use the Investor Presentation, possibly with modifications, in presentations to current and potential investors, analysts, lenders, business partners, acquisition candidates, customers, employees and others with an interest in the Company and its business.

A copy of the Investor Presentation is furnished as Exhibit 99.2 to this report and incorporated here by reference. The Investor Presentation is also available on the Company's website at www.sonabank.com. Materials on the Company’s website are not part of or incorporated by reference into this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

On July 27, 2020, Southern National issued a press release announcing the declaration of a dividend payable to shareholders of record as of August 10, 2020.  A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated July 27, 2020

99.2 Southern National Bancorp of Virginia, Inc. Investor Presentation dated July 27, 2020.

SIGNATURE

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 hereunto duly authorized.

Southern National Bancorp of Virginia, Inc.
Date: July 27, 2020 By: /s/ Jeffrey L. Karafa
Jeffrey L. Karafa
Chief Financial Officer

Exhibit 99.1

Southern National Bancorp of Virginia, Inc. announces earnings of $4.7 million for the quarter ended June 30, 2020, compared to $9.3 million for the quarter ended June 30, 2019

Southern National Bancorp of Virginia, Inc. also declares a dividend of $0.10 per share, its thirty-fifth consecutive quarterly dividend

MCLEAN, Va., July 27, 2020 /PRNewswire/ -- Southern National Bancorp of Virginia, Inc. (NASDAQ: SONA) ("Southern National" or the "Company"), and its wholly-owned subsidiary Sonabank (the "Bank"), today announced net income of $4.7 million for the quarter ended June 30, 2020, compared to $9.3 million for the quarter ended June 30, 2019. Earnings per share for the three months ended June 30, 2020 were $0.19 basic and diluted compared to $0.39 basic and $0.38 diluted for the three months ended June 30, 2019.

Earnings for the six months ended June 30, 2020 were $4.7 million compared to $15.3 million for the six months ended June 30, 2019. Earnings per share for the six months ended June 30, 2020 were $0.20 basic and $0.19 diluted compared to $0.64 basic and $0.63 diluted for the six months ended June 30, 2019.

The Board of Directors also announces and declares a dividend of $0.10 per share payable on August 21, 2020 to shareholders of record on August 10, 2020. This is Southern National's thirty-fifth consecutive quarterly dividend.

Commenting on the quarter, President and CEO Dennis J. Zember, Jr. said "I am really proud of what we accomplished in the second quarter of 2020. Despite the fact that our locations were closed, our bankers worked together to close and process over 3,800 PPP loans and grow core deposits at the fastest pace in our Company's history while steadily moving lower on rates. We saw a substantial improvement in revenue and pretax pre-provision earnings and held steady on operating expenses. Our announcement regarding Panacea illustrates our commitment to technology and creativity and promises to drive shareholder value with increased growth rates in earnings per share. We expect the second half of the year to be centered on managing through the economic impacts of the pandemic and are encouraged with the conversations and diligence we have directed to existing customer relationships."

Highlights for the three and six months ended June 30, 2020 include:

  • Originated approx. 3,800 PPP loans totaling $335.6 million.
  • Deferred PPP fees (net of expenses) of $10.6 million.
  • Increased non-CD deposits to total deposits 71% compared to 59% at 2Q 2019.
  • Cost of Deposits declined to 0.95% (over 45% compared to year end 2019 levels).
  • Increased contribution from mortgage investment to $4.1 million.
  • Increased PTPP income to $16.8 million or 2.27% of average assets (compared to 1.51% for 2019).
  • Announced partnership with Tyler Stafford and Panacea that will increase long-term growth in assets and earnings per share focusing on medical professionals.
  • Operating efficiency ratio of 49.07% compared to 58.21% in the same quarter of 2019.
  • Total assets increased to approximately $3.1 billion at June 30, 2020.
  • Tangible book value per share of $11.21 at June 30, 2020 has increased 6.9% since a year ago.

Net Interest Income

Net interest income increased to $22.5 million for the three months ended June 30, 2020 or $1.5 million due to higher levels of average earning assets. The Company's net interest margin for the current quarter declined to 3.33%, impacted heavily by the origination of PPP loans with net margins of only 0.77%. Excluding the effects of PPP loans, the Company's net interest margin would have increased to 3.50% compared to 3.40% at the same time in 2019. While yields on earning assets have fallen due to market conditions, the Company's funding costs have benefited materially for the first half of 2020 and are expected to continue improving for several additional quarters. Yields on earning assets have fallen from 4.93% to 4.25% when compared to the second quarter of 2019 versus a 67% decline in total cost of funding over the same period.

Commenting on the trends around net interest margin, Mr. Zember stated "Our foremost balance sheet strategy right now is to permanently improve our funding and our funding costs. In the coming quarters, we are looking to continue growing core deposits at a pace that will allow us to dramatically reduce reliance on brokered and listing service CDs. As we move through the year and see the funding mix move more towards checking and money market accounts, we will focus even more attention on funding costs. Strategically, we believe the pathway to our desired funding profile for the Company is a twelve to eighteen month process that will drive material value and profitability long-term."

Noninterest Income

During the three months ended June 30, 2020, Southern National had record non-interest income of $8.4 million compared to $3.2 million for the three months ended June 30, 2019. Income on account maintenance and deposit service fees declined $299 thousand primarily in account service charges and NSF fees. Gains on our investment in Southern Trust Mortgage ("STM") increased to $4.2 million compared to $558 thousand in the same quarter in 2019, driven by higher margins on closed loans and materially higher volumes from refinance activity as well as production from new hires and teams that were on boarded in the last half of 2019. Lastly, the Company experienced a recovery related to a previously charged-off acquired loan of approximately $2 million during the second quarter of 2020.

Noninterest Expense

Noninterest expense was $14.1 million for the three months ended June 30, 2020, impressively similar to the $13.9 million reported for the three months ended June 30, 2019. The increase in noninterest expense was primarily due to a $385 thousand increase in data processing expense, a $194 thousand increase in employee compensation and benefits, all offset by a $495 thousand decrease in building and leasehold depreciation.

Noninterest expense was $33.9 million for the six months ended June 30, 2020 compared to $30.2 million during the same period in 2019. Both periods had unusually large non-recurring items including costs associated with the Company's management restructure, settlement of lawsuits and costs associated with the consolidation of several branches.

Loan Portfolio

Loans outstanding grew to $2.51 billion at June 30, 2020 compared to $2.17 billion at the same time in 2019. Loan production in the second quarter of 2020 centered mostly on PPP which totaled $335.6 million. Excluding PPP loans, loans outstanding have decreased $10.2 million since December 31, 2019.

The Company ended the second quarter of 2020 with a concentration in hotels totaling $288.4 million. The portfolio, prior to the pandemic, had debt weighted average debt coverage of approximately 147% and weighted average loan to value of approximately 68%. Substantially all of the Company's hotel loans are to national brands and approximately 93% of the portfolio are to limited service hotels, in non-leisure areas with historically lower operating costs. Approximately 76% percent of the hotel loans had been granted a COVID-19 deferral as of June 30, 2020.

Mr. Zember commented about the concentration, saying "During the second quarter, the executive team and our commercial relationship managers reviewed every relationship and portfolio concentration over $5.0 million. This review covered approximately 65% of the total portfolio and added to our confidence concerning the viability and strength of our customer base. There is no doubt that our hotel and hospitality customers are suffering with lower occupancy and revenue rates but the improvement in these and other key ratios over the quarter has been very encouraging. Additionally, the portfolio is heavily oriented around strong, lifetime operators with substantial equity in each project, lower loan-to-values and who are actively and permanently right-sizing their cost structures."

Credit Loss Provision and Asset Quality

The Allowance for Loan Losses (incurred loss model) increase to $23.6 million at June 30, 2020. The Allowance for Loan Losses to Total Loans now stands at 0.94%, and the Allowance to Loan plus discounts on acquired loan to Total Loans is 1.28%.

As the COVID-19 health crisis unfolded in the Company's markets and businesses experienced disruptions in normal operations, the Company provided certain modifications, including interest only or principal and interest deferments. Total modified loans or loans with requests for modifications at June 30, 2020 were $707.8 million.

Nonperforming assets, excluding portions guaranteed by the SBA, were 0.47% of total assets at June 30, 2020, compared to 0.40% at December 31, 2019. Total non-accrual loans increased to $14.9 million at June 30, 2020 compared to $8.9 million at December 31, 2019 due to COVID-19 related issues.

Lastly, the Company has participated extensively in the SBA's Payroll Protection Program. The Company had approved and secured funds for over 3,800 customers totaling $335.6 million. Net deferred PPP fees less direct origination expense is $10.6 million at June 30, 2020. The Company has secured borrowings from the Federal Reserve's discount window for the full amount of the PPP loans outstanding and does not anticipate any issues with liquidity. Additionally, the Company has contracted with certain firms with extensive experience in BSA, bank compliance, technology and underwriting to ensure the customer files are well documented and exceed the SBA's requirements for funding and stands ready to assist our customers in the upcoming loan forgiveness process.

Deposits

Total deposits remained flat at $2.15 billion at June 30, 2020 compared to $2.15 billion at the same time in 2019. However, during the quarter, the Company replaced $76 million of brokered, listing service and higher rate customer CDs with growth in checking, NOW and MMDA balances. The Company is aggressively building sales and incentive cultures focused on growing and managing core deposits, with the primary attention on commercial and consumer checking accounts. Management expects continued improvement in the funding mix over the next several quarters with additional reductions in total funding costs.

Stockholders' Equity

Tangible common book value at the end of the second quarter of 2020 was $11.21 per share, an increase of 6.9% since the same time in 2019. Tangible common equity at June 30, 2020 was $273.2 million, or 9.22% of tangible assets. Sonabank's capital ratios were especially strong with tier one leverage and total risk based capital ratios estimated at 10.62% and 14.22%, respectively at the end of the second quarter of 2020. The growth in assets during the quarter was mostly centered around PPP activity which reduced the Company's tangible common equity ratio by 77 bps and the Bank's tier one capital ratio by 134 bps.

About Southern National Bancorp of Virginia, Inc.

As of June 30, 2020, Southern National had $3.07 billion in total assets, $2.51 billion in total loans and $2.15 billion in total deposits. Sonabank, the Company's banking subsidiary provides a range of financial services to individuals and small and medium sized businesses through forty-two full-service branches in Virginia and Maryland and through certain internet and mobile applications.

Non-GAAP Measures

Statements included in this press release include non-GAAP financial measures and should be read along with the accompanying tables. Southern National uses non-GAAP financial measures to analyze its performance.

Management believes that non-GAAP financial measures provide additional useful information that allows readers to evaluate the ongoing performance of Southern National and provide meaningful comparison to its peers. Non-GAAP financial measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider Southern National's performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of Southern National.

Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the results or financial condition as reported under GAAP.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that relate to future events or the future performance of Southern National. Forward-looking statements are not guarantees of performance or results. These forward-looking statements are based on the current beliefs and expectations of the respective management of Southern National and Sonabank and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond their respective control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed or implied in these forward-looking statements because of numerous possible uncertainties. Words like "may," "plan," "contemplate," "anticipate," "believe," "intend," "continue," "expect," "project," "predict," "estimate," "could," "should," "would," "will," and similar expressions, should be considered as identifying forward-looking statements, although other phrasing may be used. Such forward-looking statements involve risks and uncertainties and may not be realized due to a variety of factors. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Registration Statements on Form S-4) filed by Southern National. You should consider such factors and not place undue reliance on such forward-looking statements. No obligation is undertaken by Southern National to update such forward-looking statements to reflect events or circumstances occurring after the issuance of this press release.

Contacts: Addresses:
Dennis J. Zember, Jr., President and CEO Southern National Bancorp of Virginia, Inc.
Phone: 804-997-2406 6830 Old Dominion Drive
McLean, VA 22101
Jeffrey L. Karafa, EVP and CFO
Phone: 804-997-2404 Sonabank
10900 Nuckols Road, Suite 325
Glen Allen, VA 23060
Southern National Bancorp of Virginia, Inc., NASDAQ Symbol SONA<br><br>Website: www.sonabank.com
For the Three Month Period Year to Date Period
--- --- --- --- --- --- --- --- ---
Condensed Consolidated Balance Sheets (unaudited) 2Q 2020 1Q 2020 4Q 2019 3Q 2019 2Q 2019 YTD 2020 YTD 2019
Assets
Cash and cash equivalents $        82,586 $        55,865 $      <br> 31,928 $        48,572 $<br>       33,088 $               82,586 $<br>       33,088
Investment securities-available for sale 160,979 168,520 164,820 163,344 163,860 160,979 163,860
Investment securities-held to maturity 53,958 59,234 72,448 78,790 86,815 53,958 86,815
Stock in Federal Reserve Bank and Federal Home Loan Bank 16,927 21,396 17,832 14,602 17,364 17,193 17,633
Loans receivable, net of deferred fees 2,511,504 2,212,538 2,186,047 2,141,385 2,172,845 2,511,504 2,172,845
Allowance for loan losses (23,627) (12,722) (10,261) (11,201) (11,613) (23,627) (11,613)
Net loans 2,487,877 2,199,816 2,175,786 2,130,184 2,161,232 2,487,877 2,161,232
Loans held for sale - - - - - - -
Intangible assets 108,463 108,804 109,145 109,486 109,838 108,463 109,838
Operating lease right-of-use assets 7,111 7,664 8,013 8,374 7,924 7,111 7,924
Bank premises and equipment, net 31,087 31,079 31,184 31,265 30,767 31,087 31,367
Bank-owned life insurance 64,622 64,236 63,850 63,452 63,060 64,622 63,060
Deferred tax assets, net 11,087 11,154 11,788 11,788 11,788 11,087 14,475
Other assets 47,209 34,795 35,376 36,527 35,880 47,209 35,011
Total assets $  3,072,171 $  2,762,563 $  2,722,170 $  2,698,915 $  2,724,303 $         3,072,171 $  2,724,303
Liabilities and stockholders' equity
Demand deposits $     447,605 $     338,095 $     339,153 $     343,686 $     335,024 $            447,605 $  <br>  335,024
NOW accounts 424,096 380,977 391,172 368,354 361,787 424,096 361,787
Money market accounts 488,229 477,660 466,867 458,737 444,299 488,229 444,299
Savings accounts 171,681 151,406 144,486 146,119 143,328 171,681 143,328
Time deposits 619,918 727,216 783,040 861,842 865,988 619,918 865,988
Total deposits 2,151,529 2,075,354 2,124,718 2,178,738 2,150,426 2,151,529 2,150,426
Federal Home Loan Bank advances 100,000 205,140 121,640 45,640 110,640 100,000 110,640
PPPLF Advances 333,574 - - - - 333,574 -
Subordinated notes 56,689 56,686 56,683 56,681 56,678 56,689 56,678
Operating lease liabilities 7,896 8,509 8,469 8,830 8,385 7,896 8,385
Other liabilities 40,814 38,052 33,419 38,396 35,382 40,814 35,382
Total liabilities 2,690,502 2,383,741 2,344,929 2,328,285 2,361,512 2,690,502 2,361,512
Stockholders' equity 381,669 378,822 377,241 370,630 362,792 381,669 362,792
Total liabilities and stockholders' equity $  3,072,171 $  2,762,563 $<br> 2,722,170 $  2,698,915 $  2,724,303 $         3,072,171 $  2,724,303
Tangible common equity $     273,206 $     270,018 $     268,096 $     261,144 $     252,953 $            273,206 $  <br>  252,953
Tangible common equity to tangible assets 9.22% 10.17% 10.26% 10.09% 9.68% 9.22% 9.68%
Tangible book value $         11.21 $         11.11 $         11.09 $         10.80 $        <br>10.49 $                11.21 $         10.49
For the Three Month Period Year to Date Period
--- --- --- --- --- --- --- --- ---
Condensed Consolidated Statement of Operations (unaudited) 2Q 2020 1Q 2020 4Q 2019 3Q 2019 2Q 2019 YTD 2020 YTD 2019
Interest and dividend income $        28,672 $        28,481 $        29,354 $        30,474 $        30,393 $               57,153 $<br>       60,696
Interest expense 6,199 7,966 8,685 9,459 9,429 14,165 18,780
Net interest income 22,473 20,515 20,669 21,015 20,964 42,988 41,916
Provision for credit losses 10,899 3,450 - 150 - 14,349 200
Net interest income after provision for loan losses 11,574 17,065 20,669 20,865 20,964 28,639 41,716
Account maintenance and deposit service fees 1,489 1,698 1,847 1,837 1,788 3,187 3,475
Income from bank-owned life insurance 385 386 399 392 385 771 908
Equity gain from mortgage affiliate 4,161 231 16 599 558 4,392 576
Recoveries related to acquired charged-off loans and investment securities 2,235 184 477 145 324 2,419 915
Other 123 321 620 1 135 444 378
Noninterest income 8,393 2,820 3,359 2,974 3,190 11,213 6,253
Employee compensation and benefits 7,338 12,309 6,738 6,567 7,144 19,647 12,956
Occupancy and equipment expenses 2,044 2,558 2,389 1,482 2,538 4,602 5,051
Amortization of core deposit intangible 341 341 341 352 362 682 725
Virginia franchise tax expense 659 570 562 563 563 1,229 1,126
Data processing expense 956 707 677 622 571 1,663 1,083
Telecommunication and communication expense 369 368 357 477 177 737 781
Net (gain) loss on other real estate owned - 71 - - (36) 71 (38)
Professional fees 873 1,193 1,036 673 1,381 2,066 1,903
Other expenses 1,490 1,735 1,696 1,878 1,192 3,225 6,596
Noninterest expense 14,070 19,852 13,796 12,614 13,892 33,922 30,182
Income before income taxes 5,897 33 10,232 11,225 10,262 5,930 17,786
Income tax expense 1,188 6 1,268 2,361 943 1,194 2,448
Net income $          4,709 $                27 $          8,964 $          8,864 $          9,319 $                 4,736 $        15,339
Non-GAAP adjustments to Net Income
Management Restructure $                <br> - $          4,899 $<br>                 - $                  - $                  - $                4,899 $                  -
Branch Closures - 479 - - - 479 -
Other loss and related legal expenses - - - - - - 3,702
Income tax effect - (1,076) - - - (1,076) (777)
Total Net Income adjusted for nonrecurring expenses $    <br>     4,709 $          4,329 $          8,964 $          8,864 $          9,319 $                 9,038 $        18,264
Pretax preprovision earnings $        16,796 $          7,785 $      <br> 10,232 $        11,375 $<br>       10,262 $               24,581 $<br>       20,911
Pretax preprovision earnings to average assets 2.27% 1.14% 1.50% 1.67% 1.51% 3.46% 3.08%
For the Three Month Period Year to Date Period
--- --- --- --- --- --- --- --- ---
2Q 2020 1Q 2020 4Q 2019 3Q 2019 2Q 2019 YTD 2020 YTD 2019
Per Share Data:
Earnings per share - Basic $            0.19 $            0.00 $        <br>   0.37 $            0.37 $            0.39 $                   0.20 $            0.64
Earnings per share - Diluted $<br>           0.19 $            0.00 $            0.37 $            0.36 $            0.38 $                   0.19 $            0.63
Book value per share $  <br>       15.74 $          15.59 $          15.60 $          15.33 $          15.04 $                 15.77 $          15.11
Tangible book value per share $  <br>       11.21 $          11.11 $          11.09 $          10.80 $          10.49 $                 11.21 $          10.49
Weighted average shares outstanding - Basic 24,246,355 24,168,359 24,092,534 24,071,925 24,024,580 24,207,357 24,017,311
Weighted average shares outstanding - Diluted 24,352,708 24,388,085 24,411,147 24,374,163 24,322,717 24,349,153 24,315,017
Shares outstanding at end of period 24,361,603 24,297,703 24,181,534 24,171,776 24,117,326 24,361,603 24,117,326
Selected Performance Ratios:
Return on average assets 0.61% 0.00% 1.31% 1.29% 1.37% 0.33% 1.14%
Return on average equity 4.92% 0.03% 9.49% 9.57% 10.46% 2.49% 8.71%
Return on average tangible equity 6.86% 0.04% 13.40% 13.64% 15.10% 3.48% 12.50%
Yield on earning assets 4.25% 4.61% 4.75% 4.89% 4.93% 4.42% 4.93%
Cost of funds on interest bearing liabilities 0.97% 1.60% 1.49% 1.60% 1.62% 1.16% 1.87%
Net interest margin 3.33% 3.32% 3.35% 3.37% 3.40% 3.32% 3.41%
Net loans to deposits 115.63% 106.00% 102.40% 97.77% 100.50% 115.63% 101.58%
Operating efficiency ratio 49.07% 85.84% 57.60% 52.76% 58.21% 65.46% 63.73%
Overhead ratio 0.13% 1.85% 0.22% 0.11% 0.20% 0.96% 0.42%
Net charge-offs to average loans 0.00% 0.04% 0.04% 0.03% 0.01% 0.04% 0.04%
Reconciliation of Non-GAAP items:
Return on average assets 0.61% 0.00% 1.31% 1.29% 1.37% 0.33% 1.14%
Effect of adjustment for the nonrecurring expenses 0.00% 0.63% 0.00% 0.00% 0.00% 0.31% 0.21%
Return on average assets excluding the nonrecurring expenses (Non-GAAP) 0.61% 0.63% 1.31% 1.29% 1.37% 0.64% 1.35%
Return on average equity 4.92% 0.03% 9.49% 9.57% 10.46% 2.49% 8.71%
Effect of adjustment for the nonrecurring expenses 0.00% 4.54% 0.00% 0.00% 0.00% 2.25% 1.66%
Return on average equity excluding the nonrecurring expenses (Non-GAAP) 4.92% 4.57% 0.00% 0.00% 10.46% 4.74% 10.37%
Operating efficiency ratio 49.07% 85.84% 57.60% 52.76% 58.21% 65.46% 63.73%
Effect of adjustment for the nonrecurring expenses 0.00% -23.34% 0.00% 0.00% 0.00% -8.32% -7.80%
Operating efficiency ratio excluding the nonrecurring expenses (Non-GAAP) 49.07% 62.50% 57.60% 52.76% 58.21% 57.14% 55.93%
Tangible book value $          11.21 $          11.11 $        <br> 11.09 $          10.80 $          10.49 $                 11.21 $          10.49
Effect of adjustment for the nonrecurring expenses - 0.18 - - - 0.18 0.12
Tangible book value excluding the nonrecurring expenses (Non-GAAP) $        <br> 11.21 $          11.29 $          11.09 $          10.80 $          10.49 $                 11.39 $          10.61
For the Three Month Period Year to Date Period
--- --- --- --- --- --- ---
Asset Quality Information: 2Q 2020 1Q 2020 3Q 2019 2Q 2019 YTD 2020
Loans secured by real estate:
Commercial real estate - owner occupied $     412,916 409,739 $     399,105 $     410,832 413,689
Commercial real estate - non-owner occupied 591,229 599,987 542,909 561,732 591,323
Secured by farmland 16,845 16,608 17,504 9,692 16,845
Construction and loan loans 122,086 115,144 162,458 158,956 122,456
Residential 1-4 family 612,247 624,119 574,935 572,715 612,809
Multi-family residential 100,685 90,652 82,626 82,593 100,685
Home equity lines of credit 101,218 106,820 112,801 117,298 101,289
Total real estate loans 1,957,226 1,963,069 1,892,338 1,913,818 1,959,096
Commercial loans 204,160 223,433 220,707 229,502 204,286
SBA Paycheck Protection Program loans 335,612 - - - 335,612
Consumer loans 24,733 25,708 28,075 29,310 24,734
Gross loans 2,521,731 2,212,210 2,141,120 2,172,630 2,523,728
Plus (less) deferred costs (fees) on loans (10,227) 328 265 215 (10,227)
Loan receivable, net of deferred costs (fees) $<br> 2,511,504 2,212,538 $  2,141,385 $  2,172,845 2,513,501
Allowance for Loan Losses (Incurred Loss Model):
Balance at beginning of period $     (12,722) (10,261) $     (11,613) $     (11,874) (10,261)
Provision for loan losses (10,900) (3,450) (150) - (14,350)
Charge-offs 34 1,098 648 968 1,132
Recoveries (39) (109) (85) (707) (148)
Net charge-offs (5) 989 563 261 984
Ending balance $     (23,627) (12,722) $     (11,201) $     (11,613) (23,627)
Cummulative reconciliation to CECL (Not yet adopted):
CECL adoption impact on acquired loans (2,347) (2,347) (2,347)
CECL adoption impact on retained earnings (5,429) (5,429) (5,429)
CECL adoption impact on deferred tax assets (1,495) (1,495) (1,495)
Cummulative additional provision for loan losses (2,841) (10,666) (2,841)
Ending balance $     (35,739) (32,659) (35,739)
Allowance for Unfunded Commitments (Incurred Loss Model):
Balance at beginning of period $            <br>(55) (55) $              (55) $              (55) (55)
Cummulative reconciliation to CECL (Not yet adopted):
CECL adoption impact on retained earnings (239) (239) (239)
CECL adoption impact on deferred tax assets (66) (66) (66)
Cummulative additional provision for unfunded commitments (883) (491) (883)
Ending balance $        (1,177) (785) (1,177)

All values are in US Dollars.

For the Three Month Period Year to Date Period
Net  Charge-off Information: 2Q 2020 1Q 2020 4Q 2019 3Q 2019 2Q 2019 YTD 2020 YTD 2019
Charge-offs
Commercial, financial and agricultural $                <br>  - $              821 $              188 $              267 $                   - $                     821 $              167
Real estate - construction and development - - - - - - -
Real estate - commercial and farmland - - 403 - 781 - 1,244
Real estate - residential - 245 336 316 90 245 90
Consumer installment 34 32 47 65 97 66 156
Total charge-offs 34 1,098 974 648 968 1,132 1,657
Recoveries
Commercial, financial and agricultural (18) (66) (14) (65) (209) (84) (272)
Real estate - construction and development - - - - - - -
Real estate - commercial and farmland (3) (6) (3) (4) (203) (9) (206)
Real estate - residential (6) (31) (6) (8) (284) (37) (292)
Consumer installment (12) (6) (11) (8) (11) (18) (17)
Total recoveries (39) (109) (34) (85) (707) (148) (787)
Net charge-offs $                (5) $              989 $              940 $              563 $              261 $                     984 $              870
Non-Performing Assets:
Accruing loans delinquent 90 days or more $                <br>  - $                   - $                   - $                   - $                   - $                          - $                   -
Nonaccrual loans 14,930 8,941 8,900 3,842 5,200 14,930 5,200
Other real estate owned 6,006 5,876 6,224 5,835 5,041 6,006 5,041
Total non-performing assets $         20,936 $         14,817 $<br>        15,124 $           9,677 $         10,241 $                20,936 $         10,241
SBA guaranteed portion of non-performing loans $          <br>3,513 $           2,889 $<br>          4,129 $           3,309 $           3,207 $                  3,513 $           3,207
Troubled debt restructuring $           1,667 $              694 $      <br>       697 $              679 $              685 $                  1,667 $              685
Loans deferred under COVID-19 modifications $       707,841 $         24,308 $                   - $                   - $                   - $              707,841 $<br>                  -
Asset Quality Ratios:
Non-performing assets as a percent of total assets, excluding SBA guarantees 0.57% 0.43% 0.40% 0.24% 0.26% 0.57% 0.26%
Net charge-offs as a percent of average loans (annualized) 0.00% 0.18% 0.17% 0.10% 0.05% 0.09% 0.08%
Loans by Risk Grade:
Pass, not graded $     653,943 $     630,827 $     611,160 $     568,101 $     580,033 $            655,940 $  <br>  580,033
Pass Grade 1 - Highest Quality 306 538 374 271 364 306 364
Pass Grade 2 - Good Quality 323,512 28,583 27,855 25,852 28,199 323,512 28,199
Pass Grade 3 - Satisfactory Quality 837,606 866,316 871,463 856,087 850,758 837,606 850,758
Pass Grade 4 - Pass 662,534 664,124 652,464 666,958 689,046 662,534 689,046
Pass Grade 5 - Special Mention 14,006 11,622 12,235 13,093 14,326 14,006 14,326
Grade 6 - Substandard 19,597 10,528 10,496 11,023 10,119 19,597 10,119
Grade 7 - Doubtful - - - - - - -
Grade 8 - Loss - - - - - - -
Total loans $  2,511,504 $  2,212,538 $  2,186,047 $  2,141,385 $  2,172,845 $         2,513,501 $  2,172,845
For the Three Month Period Year to Date Period
--- --- --- --- --- --- --- ---
Average Balances: 2Q 2020 1Q 2020 4Q 2019 3Q 2019 2Q 2019 YTD 2020 YTD 2019
Assets
Interest-earning assets:
Loans, net of deferred fees $  2,401,620 $  2,200,926 $  2,165,717 $  2,165,717 $  2,161,505 $         2,301,274 $<br> 2,158,395
Investment securities 222,124 231,794 242,916 242,916 248,276 226,959 242,878
Other earning assets 91,230 54,800 65,706 65,706 55,824 73,015 73,001
Total earning assets 2,714,974 2,487,520 2,474,340 2,474,340 2,465,605 2,601,248 2,474,275
Other assets 250,897 252,700 254,550 254,550 254,118 251,798 249,545
Total assets 2,965,872 2,740,220 2,728,890 2,728,890 2,719,723 2,853,046 2,723,820
Liabilities and stockholders' equity
Demand deposits $     418,382 $     333,408 $     334,435 $     334,435 $     331,481 $            375,895 $  <br>  325,921
Interest-bearing liabilities:
NOW and other demand accounts 404,700 379,531 362,564 362,564 357,850 392,115 351,925
Money market accounts 488,648 469,651 456,492 456,492 432,927 479,150 417,358
Savings accounts 163,574 147,697 144,266 144,266 146,073 155,635 146,827
Time deposits 710,483 756,055 867,533 867,533 848,806 733,269 887,258
Total Deposits 2,185,787 1,752,934 1,830,855 1,830,855 1,785,656 2,136,064 2,129,289
Borrowings 371,836 251,830 173,866 173,866 223,053 311,833 218,516
Total Funding 2,557,623 2,004,764 2,004,722 2,004,722 2,008,709 2,447,897 2,347,805
Other Liabilities 24,495 21,781 24,398 22,385 22,123 23,138 20,818
Stockholders' equity 383,753 380,267 367,349 367,349 357,410 382,010 355,197
Total liabilities and stockholders' equity $<br> 2,965,872 $  2,740,220 $  2,728,890 $  2,728,890 $  2,719,723 $         2,853,046 $  2,723,820
For the Three Month Period Year to Date Period
Net Interest Margin: 2Q 2020 1Q 2020 4Q 2019 3Q 2019 2Q 2019 YTD 2020 YTD 2019
Loans $       27,044 $      <br>26,741 $       27,489 $  <br>    28,340 $       28,378 $              53,785 $<br>      56,352
Investment securities 1,247 1,361 1,495 1,521 1,627 2,608 3,208
Other earning assets 381 379 431 614 326 760 1,074
Total Earning Assets 28,672 28,481 29,415 30,475 30,331 57,153 60,634
NIB DDA
NOW and other demand accounts 745 786 791 783 773 1,531 1,415
Money market accounts 830 1,575 1,779 2,080 2,058 2,404 3,886
Savings accounts 107 116 116 115 115 223 230
Time deposits 3,464 4,026 4,798 5,023 4,709 7,491 9,586
Total Deposit Costs 5,146 6,503 7,484 8,001 7,655 11,649 15,117
Other Borrowings 1,053 1,463 1,201 1,458 1,774 2,516 3,663
Total Funding 6,199 7,966 8,685 9,459 9,429 14,165 18,780
Net Interest Income $       22,473 $      20,515 $      <br>20,730 $       21,016 $       20,902 $              42,988 $       41,854
For the Three Month Period Year to Date Period
Asset and Liability Yields 2Q 2020 1Q 2020 4Q 2019 3Q 2019 2Q 2019 YTD 2020 YTD 2019
Loans 4.53% 4.89% 5.04% 5.19% 5.27% 4.70% 5.26%
Investments 2.26% 2.36% 2.44% 2.48% 2.63% 2.31% 2.66%
Short term assets 1.68% 2.78% 2.60% 3.71% 2.34% 2.09% 2.97%
Total Earning Assets 4.25% 4.60% 4.72% 4.89% 4.93% 4.42% 4.94%
NOW 0.74% 0.83% 0.87% 0.86% 0.87% 0.79% 0.81%
MMDA 0.68% 1.35% 1.55% 1.81% 1.91% 1.01% 1.88%
Savings 0.26% 0.32% 0.32% 0.32% 0.32% 0.29% 0.32%
CDs 1.96% 2.14% 2.19% 2.30% 2.23% 2.05% 2.18%
Interest Bearing Deposits 0.95% 1.49% 1.62% 1.73% 1.72% 1.10% 1.43%
(total cost of deposits) 0.95% 1.49% 1.62% 1.73% 1.72% 1.10% 1.43%
Other Funding 1.14% 2.34% 2.74% 3.33% 3.19% 1.62% 3.38%
Total Cost of Funding 0.97% 1.60% 1.72% 1.87% 1.88% 1.16% 1.61%
Net Interest Margin 3.33% 3.32% 3.32% 3.37% 3.40% 3.32% 3.41%
Net Interest Spread 3.27% 3.01% 3.00% 3.01% 3.05% 3.25% 3.33%

sona-ex992_26.pptx.htm

Slide 1

NASDAQ|SONA Exhibit 99.2

Slide 2

Overview of SONA Company Overview Financial Highlights as of 2Q 2020 Headquarters: McLean, VA Branches:42 Balance Sheet ($mm) Assets:3.1 Loans:2.5 Deposits:2.2 TCE/TA (%):9.22% Profitability (%) PTPP ROAA:2.27% Net Interest Margin:3.33% Efficiency Ratio:49.1% Asset Quality (%) NPAs/Assets:0.57% NCOs/Avg Loans: 0.00% (Reserves+Marks)/Loans:1.28% Trading Ticker:SONA Exchange: NASDAQ Global Select

Slide 3

Operating Highlights – 2Q 2020 Originated approx. 3,800 PPP loans totaling $335.6 million. Deferred PPP fees (net of expenses) of $10.6 million. Increased provision and built reserve for loan losses plus purchased marks to 1.28% of total loans (excluding PPP). Increased non-CD deposits to total deposits 71% compared to 59% at 2Q 2019. Cost of Deposits declined to 0.95% (over 45% compared to year end 2019 levels) Increased contribution from mortgage investment to $4.1 million. Increased PTPP income to $16.8 million or 2.27% of average assets (compared to 1.51% for 2019). Announced partnership with Tyler Stafford and Panacea that will increase long-term growth in assets and earnings per share focusing on medical professionals.

Slide 4

Experienced Executive Team Name Position Experience Dennis J . Zember, Jr. President & CEO 26 Years Jeff Karafa EVP, Chief Financial Officer 37 Years Stephen Weber EVP, Chief Strategy Officer 22 Years Marie Leibson EVP, Chief SBA Lending Officer 34 Years Bruce Brockwell EVP, Head of Commercial Banking 30 Years William Stevens EVP, Chief Credit Risk Officer 51 Years Keith Avant EVP, Chief Credit Officer 28 Years Barry Almond EVP, Head of Retail Banking 33 Years John Colantoni EVP, Chief Risk Officer 31 Years Cody Sheflett EVP, Chief Operating Officer and Chief Information Officer 23 Years

Slide 5

Operating & Strategic Focus Manage through the pandemic and resulting economic effects Aggressively managing and monitoring relationships and portfolios greater than $5 million (65% of total portfolio) Cautiously evaluating strategic opportunities for best short-term impact on capital and credit risk Improve the Operating Results of the Company Improve the deposit mix, focusing less on brokered and higher cost retail CDs, substantially lowering the Company’s cost of funds. Establish sales culture that focuses on and rewards growth in core deposits Position the Company for a more substantial growth rate in loans in 2021 through key hires in 2020. Diversify the Company’s LOB and non-interest income lines of business Greatly expand the Company’s mortgage opportunity and earnings contribution Increase the production and sales of Government guaranteed loans Capitalize on the Panacea opportunity to expand our technology and product offerings, improve our growth rates and demonstrate the creative and entrepreneurial energy to drive shareholder value long term.

Slide 6

Pre-tax Pre-Provision Earnings Record levels of PTPP in 2Q 2020 Improvement in PTPP during the quarter supported by: Material improvement in cost of funds and funding mix Recoveries on acquired but previously charged off loans of approx. $2 million Improvement in mortgage contribution of approx. $4 million Material improvement in cost of funds and funding mix

Slide 7

Total Assets & Capital Levels Asset Growth (PPP) accounted for approx. 115bps reduction in TCE/TA Pending implementation of CECL will reduce: TCE/TA by approx. 32bps TBV by approx. $0.39 per share Deferred PPP income, when realized will increase: TCE/TA by 28bps TBV by $0.34 per share Total Assets (in billions) and TCE/TA

Slide 8

Net Interest Margin Core Margin Trends Steady declines in cost of interest bearing deposits expected to continue through 1Q 21 CD maturities for 3Q and 4Q have current costs of approx. 1.90%. We expect over 100bps of savings on renewal. Approx. 70% of our variable rate loans have floors Only 9% of our 1-4 family ARMS have rate adjustments in next 18 months. Core NIM Core NIM excludes impacts from accretion, purchase loan amortization and PPP.

Slide 9

Panacea Financial Why Sonabank? Why Panacea? Professional relationship between the principals goes back several years, operating styles amongst both sides are well known and appreciated. Sonabank’s management has past history building national lines of business that are accretive to value proposition, credit quality and operating ratios. Panacea’s idea and passion combined with practical, ground-level understanding of the banking and financial needs are uniquely interesting and timely. Financial Benefits for Sonabank Accretive to our long-term credit quality given our customer base and their credit trends Accretive to our long-term EPS growth rate with conservative growth and spread projections Accretive to our loan and deposit trends. Long-term deposit opportunity greatly eclipses the initial loan relationship with the medical professional. Ownership stake in the program assures Sonabank participates in more than just increases in spread income and balance sheet growth Cultural and Image Benefits for Sonabank Demonstrates the new creativity and vision management has for the future of building value Drives development of technology and logistics for banking services that is broadly lacking in the industry

Slide 10

NPAs / Loans + Oreo (%) NCOs / Average Loans (%) Past Dues / Loans (%) Classified Assets / Capital (%) Asset Quality remains consistently solid with improvement in the 2nd quarter as we continued to focus on important risk management activities The Bank had no charge offs in the 2nd quarter Past due loans dropped to 70 bps from 209 bps during the 1st quarter as Covid related payment deferrals were completed in the 2nd quarter Classified Assets to Capital in Q2 is 5.49% consistent with previous quarters and remains low further demonstrating portfolio quality Asset Quality Trends

Slide 11

Reserves / Nonaccrual Loans (%) Allowance for Loan Losses ($MM) Reserves / Loans (%) Both the Allowance and Capital levels make the Bank very well-positioned to navigate the current economic environment from a position of strength. Because of the uncertain macroeconomic environment, the Bank added heavily to reserves during the 2nd quarter. ALLL balance rose to $23.6MM up from $12.7MM at the end of the 1st quarter and $10.3MM at the end of FY2019. Reserves/total loans rose to 0.90%, appropriate given the uncertain environment. Adding credit marks from previous acquisitions brings reserves/total loans to 1.28%. Reserves cover non-accrual loans by 158% giving the Bank substantial room for any unexpected credit losses. Allowance for Loan Losses

Slide 12

Diversified Loan Portfolio Loan Composition at June 30, 2020 - $2.52 Billion (Includes PPP) One of the Bank’s main strengths is the diversity of its portfolio. During the 2nd Quarter, total loan balances grew by 14% and C&I grew from 10% of the portfolio to 22% of the portfolio due to the Bank’s success in its PPP lending activities. Both the C&D and CRE loan segments continue to be well below regulatory guidelines.