<PAGE>
U.S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
OR
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ___________ to
For the year ended: Commission File No.:
December 31, 1999 0-22836
SOUTHERN FINANCIAL BANCORP, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
Virginia 54-1779978
----------------------------- ----------
(State or other jurisdiction (I.R.S. Employer or
of incorporation or organization) Identification Number)
37 East Main Street, Warrenton, Virginia 20186
-----------------------------------------------------------
(Address of principal executive office)(Zip Code)
(540) 349-3900
--------------
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12 (g) of the Act:
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class)
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 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 _____
-----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not considered herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [_]
The aggregate market value of the Common Stock held by non-affiliates of the
registrant computed by reference to the last reported bid price of such stock as
of February 24, 2000 was $35,127,164 (2,128,919 shares @ $16.50 per share). For
purposes of this computation, it is assumed that directors, executive officers
and persons beneficially owning more than 5% of the Common Stock of the
registrant are affiliates. As of February 24, 2000, there were 2,666,196 shares
of the registrant's Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
I. Portions of the Annual Report to Stockholders for the Year Ended December
31, 1999 are incorporated by reference into certain items of Parts I. and
II.
II. Portions of the Proxy Statement for the Annual Meeting of Stockholders to
be held on April 27, 2000 are incorporated by reference into certain
items of Part III.
<PAGE>
Part I.
- -------
Item 1. Business
- ----------------
General
Southern Financial Bancorp, Inc. (Southern Financial) is incorporated in
Virginia. On December 1, 1995, Southern Financial acquired all of the
outstanding shares of Southern Financial 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. The only material
activity of Southern Financial is to own and control all of the capital stock of
Southern Financial Bank. References to Southern Financial include the activities
of Southern Financial Bank.
On October 1, 1999, Southern Financial completed its merger with the
Horizon Bank of Virginia ("Horizon"). The merger qualified as a tax-free
exchange and was accounted for as a pooling of interests. Southern Financial
issued 0.63 shares of its common stock for each share of Horizon stock
outstanding. A total of 1,045,523 shares (after adjustment for fractional
shares) of Southern Financial's common stock was issued as a result of the
merger. All financial statements and amounts have been restated due to the
merger.
Headquartered in Warrenton, Virginia, Southern Financial serves the retail
and commercial financial market as a deposit and loan specialist from 17 full
service offices located in Warrenton, Herndon, Middleburg, Winchester, Leesburg,
Fairfax, Sterling, Woodbridge, Manassas and Fredericksburg, Virginia. Southern
Financial's defined market area forms a semi-circle to the west of the
metropolitan Washington, D.C. area roughly centered on Warrenton. The counties
included in the defined market area where Southern Financial currently operates
branches include: Loudoun, Fauquier, Fairfax, Frederick and Prince William and
the cities of Fredericksburg and Winchester. Other counties in the defined
market area include: Spotsylvania, Culpeper, Rappahanock, Clarke and the three
counties in the West Virginia panhandle.
The inner ring of the semi-circle that comprises Southern Financial's
market area is the bedroom community for the close-in greater metropolitan
Washington commercial centers that have grown up in northern Virginia in the
past 30 years. As the economy of the metropolitan Washington area has
diversified away from its concentration in government and government-related
employment, the Dulles corridor has developed into a major center for
communication and high-tech activities. In the process, Reston, Herndon, Tysons
Corner and Fairfax have become important employment centers in their own right
much as Stamford, Connecticut and White Plains, New York have done outside
Manhattan. As a consequence, the commutable radius has pushed west out to
Loudoun and Fauquier Counties and south and southwest to Stafford, Spotsylvania
and Prince William Counties. The branch locations in these areas situate
Southern Financial to take advantage of the rapid economic growth of these
communities.
The principal business of Southern Financial is the acquisition of deposits
from the general public through its home and branch offices and use of these
deposits to fund its loan and investment portfolios. Southern Financial seeks to
be a full service community bank which provides a wide variety of financial
services to its middle market corporate clients as well as to its retail
clients. Southern Financial is an active commercial lender that often lends in
conjunction with the Small Business Administration 7(a) and 504 loan programs.
In addition, Southern Financial is an active residential construction lender and
offers its retail clients permanent residential mortgage loan alternatives.
Southern Financial also invests funds in mortgage-backed securities, securities
issued by agencies of the Federal Government, obligations of counties and
municipalities and corporate obligations.
The principal sources of funds for Southern Financial's lending and
investment activities are deposits, amortization and repayment of loans,
proceeds from the sales of loans, prepayments from mortgage-backed securities,
repayments of maturing investment securities, Federal Home Loan Bank advances
and other borrowed money.
Principal sources of revenue are interest and fees on loans and investment
securities and gains from the sale of loans, as well as fee income derived from
the maintenance of deposit accounts. Southern Financial's principal expenses
include interest paid on deposits and advances from the Federal Home Loan Bank
and other borrowings, and operating expenses.
Lending Activities
Our lending focus and the composition of our loan portfolio have changed
dramatically since June 30, 1995. The growth of our loan portfolio and the
change in its composition reflects our growth strategy and the conversion of
Southern Financial Bank from a savings association to a commercial bank. On
December 31, 1995, residential mortgage loans represented 32% of gross loans. By
December 31, 1999, residential mortgage loans had declined to 20% of gross
loans. In contrast, commercial business loans and non-residential mortgage loans
were 15% and 32%, respectively, of gross loans at December 31, 1995. By December
31, 1999 they had grown to 23% and 47%, respectively, of gross loans.
Today, the principal lending activity of Southern Financial is the
origination of commercial mortgage and non-mortgage loans to small and medium-
sized businesses, including loans through various lending programs of the Small
Business Administration. Southern Financial is a Preferred Lender in the
Richmond District of Small Business Administration and a Certified Lender in the
Washington, D.C. District of Small Business Administration.
Southern Financial also makes residential mortgage loans, consumer loans
and construction loans.
Commercial Real Estate Lending
At December 31, 1999, commercial real estate loans totaled $118.1
million, of which $109.9 million were permanent loans and $8.3 million were
construction loans. Of Southern Financial's permanent commercial real estate
loans, $52.2 million were made under the Small Business Administration 7(a) and
504 loan programs. The Small Business Administration 7(a) and 504 loan programs
are economic development programs. The Small Business Administration in
cooperation with banks and other lending institutions, finances the expansion of
small businesses.
2
<PAGE>
The 504 loan program is used to finance long-term fixed assets, primarily
real estate and large/heavy equipment. The 504 loan program is an economic
development program designed to create new jobs or retain existing jobs. The
credit structure of the 504 loan program gives borrowers access to 90% financing
for the project. Fifty percent is provided by the financial institution in the
form of a first lien position. Forty percent is provided by the certified
development company with a second lien position. The borrower provides the
remaining 10% of the funds required for the project. Of Southern Financial's
$109.9 million in permanent commercial real estate loans at December 31, 1999,
$49 million were 504 loans. During the year ended December 31, 1999, Southern
Financial originated $6.4 million in loans under the 504 loan program.
Small Business Administration 7(a) loans may be used for the purchase of
real estate, construction, renovation or leasehold improvements, as well as
machinery, equipment, furniture, fixtures, inventory, and in some instances,
working capital and debt refinancing. Start-up businesses are eligible. The
Small Business Administration guarantees up to 80% of the loan balance under the
7(a) program. At December 31, 1999, Southern Financial had $3.2 million in Small
Business Administration 7(a) permanent commercial real estate loans.
Southern Financial also offers an extensive array of commercial real estate
loans outside of Small Business Administration programs. These loans, which
totaled $57.6 million at December 31, 1999, serve both the investor and owner
occupied facility market. These loans are secured by real estate with loan-to-
values averaging less than 70%.
Southern Financial is involved in financing the construction phase of small
business projects prior to the project being approved by the Small Business
Administration. To a lesser extent, Southern Financial also provides commercial
construction financing for projects outside of the Small Business Administration
programs.
Commercial Business Lending
In general, commercial business loans involve somewhat more credit risk
than do residential mortgage loans and real estate backed commercial loans and,
therefore, usually yield a higher return to Southern Financial. The increased
credit risk for commercial business loans is due to the type of collateral
securing these loans. The increased risk also derives from the expectation that
commercial loans generally will be serviced principally from the business
operations conducted, and such operations may not be successful and, hence, may
lead to default on the loan. Historical trends have shown these types of loans
to have higher delinquencies than mortgage loans. Therefore, Southern Financial
utilizes the Small Business Administration 7(a) loan program to reduce the
inherent risk associated with this type of lending. At December 31, 1999,
Southern Financial had $54.2 million in commercial business loans, which
represent 23% of Southern Financial's total loans receivable. Of our $54.2
million in commercial business loans, 26% are Small Business Administration 7(a)
loans. During the year ended December 31, 1999, Southern Financial originated
and closed $13.9 million in loans under the Small Business Administration 7(a)
loan program and sold $9.1 million on the secondary market.
Residential Lending
Southern Financial makes fixed and adjustable rate, first mortgage loans
with terms up to 30 years. It offers second mortgages in conjunction with its
own first mortgages or those of other lenders. Southern Financial makes
construction loans and permanent loans on individual single family residences
and on other residential properties. Construction loans generally have interest
rates of prime plus one to two percent and fees of one to three points, loan-to-
value ratios of 80% or less based on current appraisals and terms of generally
nine months or less. In the case of conventional loans, Southern Financial
typically lends up to 80% of the appraised value of single-family residences.
Southern Financial requires private mortgage insurance for loans exceeding 80%
of the appraised value.
Residential mortgage loans are secured by single-family homes. At December
31, 1999, loans secured by residential property, both permanent and
construction, totaled $56.5 million, which represented approximately 24% of
total loans receivable. Approximately 20% of the total loans receivable
consisted of loans secured by permanent mortgages on one-to-four family
residential property.
Consumer Lending
Southern Financial offers various types of secured and unsecured consumer
loans. These loans are offered as a convenience to its customer base since these
products are not the focus of Southern Financial's lending activities. At
December 31, 1999, Southern Financial had $10 million in consumer loans which
represents 4% of the total loans receivable.
Income from Lending Activities
Interest on loans, gains on sale of loans, and loan fees and service
charges amounted to approximately 66% of Southern Financial's total revenue for
the year ended December 31, 1999. Income from loan origination fees and other
fees are sources of income which vary with the volume and type of loans and
commitments made and with competitive and economic conditions.
3
<PAGE>
Loan Portfolio Composition
The following table sets forth the composition of the Bancorp's loan
portfolio during the periods indicated:
<TABLE>
<CAPTION>
At December 31,
1999 1998 1997 1996 1995
Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
-------------------------------------------------------------------------------------------------------
(amounts in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mortgage:
Residential $ 48,604 20% $ 54,822 26% $ 61,328 29% $ 59,986 33% $ 54,000 32%
Nonresidential 109,871 47% 85,124 41% 74,104 36% 64,848 37% 54,696 32%
Construction:
Residential 7,853 3% 6,949 3% 8,766 4% 8,037 4% 9,248 6%
Nonresidential 8,270 3% 11,214 5% 13,865 7% 8,090 4% 11,029 7%
------------------------------------------------------------------------------------------------------
Total Mortgage 174,598 73% 158,109 75% 158,063 76% 140,961 78% 128,973 77%
------------------------------------------------------------------------------------------------------
Nonmortgage:
Business 54,175 23% 40,814 20% 36,578 18% 27,794 15% 25,646 15%
Consumer 9,995 4% 11,559 5% 13,524 6% 12,555 7% 13,220 8%
-------------------------------------------------------------------------------------------------------
Total Nonmortgage 64,170 27% 52,373 25% 50,102 24% 40,349 22% 38,866 23%
-------------------------------------------------------------------------------------------------------
Gross Loans 238,768 100% 210,482 100% 208,165 100% 181,310 100% 167,839 100%
Less:
Deferred Fees 1,230 1,065 862 674 620
Allowance for Loan
Losses 3,452 3,062 2,743 2,374 2,041
---------- --------- -------- --------- ---------
Total Loans Receivable, Net $ 234,086 $ 206,355 $204,560 $ 178,262 $ 165,178
========== ========= ======== ========= =========
</TABLE>
The following table sets forth the scheduled maturity of selected loans as
of December 31, 1999:
<TABLE>
<CAPTION>
Over 1 Year
Through 5 Years Over 5 years
One Year Fixed Floating Fixed Floating
or Less Rate Rate Rate Rate Total
------------- ------------- ------------ ------------ ------------ ------------
(amounts in thousands)
<S> <C> <C> <C> <C> <C> <C>
Construction:
Residential $ 7,853 $ - $ - $ - $ - $ 7,853
Nonresidential 8,270 - - - - 8,270
Business 21,885 12,978 3,526 10,319 5,467 54,175
---------- ---------- --------- --------- --------- ----------
Total $ 38,008 $ 12,978 $ 3,526 $ 10,319 $ 5,467 $ 70,298
========== ========== ========= ========= ========= ==========
</TABLE>
Loan Underwriting Policies
Because future loan losses are so closely intertwined with its associated
underwriting policy, Southern Financial has instituted what it believes is a
stringent loan underwriting policy. Its underwriting guidelines are tailored for
particular credit types, including lines of credit, revolving credit facilities,
demand loans, term loans, equipment loans, real estate loans, Small Business
Administration loans, stand-by letters of credit and unsecured loans.
4
<PAGE>
More specifically, it is Southern Financial's policy to encourage all loan
applicants for sound and lawful purposes, regardless of race, religion or creed.
Extensions of credit will be made if the criteria of creditworthiness,
likelihood of repayment and proximity to market areas served indicate that such
extensions of credit will provide acceptable profitability to the Bancorp.
Detailed loan applications are obtained to determine the borrower's ability
to repay, and the more significant items on these applications are verified
through the use of credit reports, financial statements and confirmations. All
property valuations are performed by independent outside appraisers who are
reviewed by the Executive Vice President of Risk Management who reports his
findings annually to Southern Financial's Credit Committee.
It is Southern Financial's policy to retain a mortgage creating a valid
lien on real estate and to obtain a title insurance policy that insures the
property is free of encumbrances. Also required from the borrower is hazard
insurance, and flood insurance is required if the property is in a flood plain
as designated by the Department of Housing and Urban Development. Most
borrowers are also required to advance funds on a monthly basis from which
Southern Financial makes disbursements for items such as real estate taxes,
private mortgage insurance and hazard insurance.
The aggregate amount of loans that Southern Financial may make to one
borrower is limited to 15% of Southern Financial's unimpaired capital and
surplus. The maximum amount of loans that Southern Financial could have made to
one borrower as of December 31, 1999 was approximately $4.3 million based on 15%
of its unimpaired capital and surplus. As of December 31, 1999, the largest
aggregate amount of such loans by Southern Financial to any one borrower was
$3.5 million.
Interest rates charged by Southern Financial are affected primarily by
competitive market factors. These factors include general economic conditions,
monetary policies of the Federal Reserve Bank, legislative tax policies and
government budgetary matters.
The Credit Committee of the Board, which consists of three outside members
of the board of directors and the Chief Executive Officer, is responsible for
the qualitative review of the loan portfolio and for assuring compliance with
all of the board's policies and procedures as well as all applicable state and
federal laws, rules and regulations.
Southern Financial has a standing credit committee comprised of officers,
in which the members have defined lending authorities as individuals and in
combination. These individual lending authorities are determined by the Chief
Executive Officer and approved by the Board based on the individual's technical
ability and must be agreed to by the Credit Committee. All authorities are
reviewed and approved by the full board of directors.
When a borrower fails to make a required payment, Southern Financial
attempts to cause the deficiency to be cured by contacting the borrower. After
17 days, a reminder notice is sent indicating that a late charge has been
levied. After 30 days delinquency, the borrower is contacted by phone and
responses are documented. After 90 days, if the loan has not been brought
current or an acceptable arrangement is not worked out with the borrower,
Southern Financial will institute measures to remedy the default, including
commencing foreclosure action with respect to mortgage loans and repossessions
of collateral in the case of consumer loans.
If foreclosure is effected, the property is sold at a public auction in
which Southern Financial may participate as a bidder. If Southern Financial is
the successful bidder, the acquired real estate property is then included in its
real estate owned account until it is sold. Such assets are carried at the
lower of cost or fair value net of estimated selling costs. To the extent there
is a decline in value, that amount is charged to operating expense.
5
<PAGE>
Past Due Loans and Nonperforming Assets
The following table sets forth information regarding past due loans and
nonperforming assets as of the periods indicated:
<TABLE>
<CAPTION>
At December 31,
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
(amounts in thousands)
<S> <C> <C> <C> <C> <C>
Accruing Loans 90 Days (1)
or More Delinquent
Residential $ - $ - $ - $ - $ 878
Nonresidential - 372 - 194 -
Business 226 283 71 11 -
Consumer 9 231 6 2 3
---------- ---------- ---------- ---------- ----------
Total 235 886 77 207 881
========== ========== ========== ========== ==========
Nonperforming Loans
Residential 413 291 443 321 541
Nonresidential 109 1,033 1,002 1,257 -
Business - 1,576 889 721 605
Consumer - 6 74 532 85
---------- ---------- ---------- ---------- ----------
Subtotal 522 2,906 2,408 2,831 1,231
---------- ---------- ---------- ---------- ----------
Renegotiated Loans:
Nonresidential 68 - - - -
Real Estate Owned:
Nonresidential 2,296 498 722 1,307 1,382
---------- ---------- ---------- ---------- ----------
Total Nonperforming Assets $ 2,886 $ 3,404 $ 3,130 $ 4,138 $ 2,613
========== ========== ========== ========== ==========
Nonperforming Assets
to Total Assets 0.71% 0.84% 0.88% 1.33% 0.97%
========== ========== ========== ========== ==========
</TABLE>
(1) Includes portion guaranteed by the Small Business Administration.
Southern Financial's loss and delinquency experience on its
residential real estate loan portfolio has been limited by a number of factors,
including its underwriting standards. Whether Southern Financial's loss and
delinquency experience will increase significantly depends upon the value of the
real estate securing its loans, economic factors such as an increase in
unemployment as well as the overall economy of the region. As a result of
economic conditions and other factors beyond its control, Southern Financial's
future loss and delinquency experience cannot be accurately predicted. However,
management has provided an allowance for loan losses which it believes will be
adequate to absorb inherent losses.
At December 31, 1999, loans totaling $3 million were classified as
potential problem loans that are not reported in the table above. The loans are
subject to management attention and their classification is reviewed on a
quarterly basis. At December 31, 1999, all of the potential problem loans were
adequately secured in the opinion of management.
Allowance for Loan Losses
Management evaluates the adequacy of the allowance at least quarterly.
As a result of that process, loans are categorized as to doubtful, substandard
and/or special mention. Each quarter the Board of Directors considers a review
of the loans in Southern Financial's portfolio, conducts an evaluation of the
credit quality and reviews the adequacy of the loan loss provision, recommending
changes as may from time to time be required. In establishing the appropriate
classification for specific assets, management takes into account, among other
factors, the estimated value of the underlying collateral, the borrower's
ability to repay, the borrower's
6
<PAGE>
payment history and the current delinquent status. The remaining loan portfolio
is evaluated for potential loss exposure by examining the growth and composition
of the portfolio, previous loss experience, current delinquency levels, industry
concentration and the general economic condition.
The allowance for loan losses represents management's estimate of an
amount adequate to provide for losses inherent in the loan portfolio in the
normal course of business. However, there are additional risks of future losses
that cannot be quantified precisely or attributed to particular loans or classes
of loans. Because those risks include general economic trends as well as
conditions affecting individual borrowers, management's judgement of the
allowance necessary is approximate. Southern Financial performs a detailed loan
review, including an assessment of the adequacy of the allowance for loan
losses. The allowance is also subject to regulatory examinations and
determination as to the adequacy of the allowance in comparison to peer
institutions identified by the regulatory agencies.
The following table summarizes activity in Southern Financial's
allowance for loan losses during the periods indicated:
<TABLE>
<CAPTION>
Year Ended
At December 31,
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
(amounts in thousands)
<S> <C> <C> <C> <C> <C>
Allowance at Beginning of Period $ 3,062 $ 2,743 $ 2,374 $ 2,041 $ 2,005
Provision for Losses 2,130 1,301 1,265 906 383
Charge-offs:
Mortgage:
Residential (775) (140) (65) (8) -
Nonresidential (480) - (200) (300) -
Construction:
Residential - (81) - (50) -
Nonresidential - (261) - - -
Nonmortgage:
Business (736) (514) (256) (155) (217)
Consumer (55) (9) (413) (79) (176)
---------- ---------- ---------- ---------- ----------
Total Charge-offs (2,046) (1,005) (934) (592) (393)
---------- ---------- ---------- ---------- ----------
Recoveries:
Mortgage:
Residential 294 - 12 - -
Nonresidential - - - - -
Construction:
Residential - - - - -
Nonresidential - - - - -
Nonmortgage:
Business 6 13 18 11 -
Consumer 6 10 8 8 46
---------- ---------- ---------- ---------- ----------
Total Recoveries 306 23 38 19 46
---------- ---------- ---------- ---------- ----------
Net Charge-offs (1,740) (982) (896) (573) (347)
---------- ---------- ---------- ---------- ----------
Allowance at End of Period $ 3,452 $ 3,062 $ 2,743 $ 2,374 $ 2,041
========== ========== ========== ========== ==========
Loans at End of Period $ 237,539 $ 209,417 $ 207,538 $ 180,898 $ 167,384
Ratio of Allowance to Loans 1.45% 1.46% 1.32% 1.31% 1.22%
</TABLE>
7
<PAGE>
The following table summarizes the composition of the allowance for loan
losses:
<TABLE>
<CAPTION>
At December 31,
1999 1998 1997 1996 1995
Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
-------------------- -------------------- ------------------ ------------------ -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(amounts in thousands)
Mortgage:
Residential $ 256 7% $ 361 12% $ 199 7% $ 377 16% $ 488 24%
Nonresidential 1,043 30% 913 30% 1,316 48% 910 38% 325 16%
Construction:
Residential 32 1% 21 1% 55 2% 71 3% 138 7%
Nonresidential 34 1% 46 1% 43 2% 131 6% 133 6%
Nonmortgage:
Business 921 27% 752 24% 524 19% 442 19% 307 15%
Consumer 151 5% 151 5% 75 3% 312 13% 320 16%
Unallocated 1,015 29% 818 27% 531 19% 131 5% 330 16%
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Allowance for loan losses $3,452 100% $3,062 100% $2,743 100% $2,374 100% $2,041 100%
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
</TABLE>
Southern Financial has allocated the allowance according to the amount
deemed to be reasonably necessary to provide for losses being incurred within
each of the above categories of loans. These figures are based on gross loans.
The allocation of the allowances as shown in the table above should not be
interpreted as an indication that loan losses in future years will occur in the
same proportions or that the allocation indicates future loan loss trends.
Furthermore, the portion allocated to each loan category is not the total amount
available for losses within such categories since the total allowance is a
general allowance applicable to the entire portfolio.
8
<PAGE>
Investment Activities
The following table sets forth the investment portfolio as of the periods
indicated:
<TABLE>
<CAPTION>
December 31, December 31, December 31,
1999 1998 1997
---------------- ----------------- ----------------
(amounts in thousands)
<S> <C> <C> <C>
Available-for-sale securities (at fair value):
FHLMC preferred stock $ - $ 3,889 $ 3,908
FHLMC MBS 16,369 12,006 -
GNMA MBS 2,589 3,771 -
FNMA MBS 25,678 29,814 785
Collateralized mortgage obligations 25,303 1,529 -
Commercial MBS 22,495 18,246 -
Obligations of counties and municipalities 3,572 3,220 -
Corporate obligations 945 992 -
U.S. Treasury and other Government agency obligations 770 10,608 12,017
---------------- ----------------- ----------------
$ 97,721 $ 84,075 $ 16,710
================ ================= ================
Held-to-maturity securities (at amortized cost):
FHLMC MBS $ 3,837 $ 4,091 $ 6,078
GNMA MBS 17,177 24,305 42,471
FNMA MBS 6,764 6,780 27,075
Collateralized mortgage obligations 4,073 1,015 4,203
Commercial MBS 2,865 - -
Obligations of counties and municipalities 2,395 1,960 -
U.S. Treasury and other Government agency obligations - 19,532 8,741
---------------- ----------------- ----------------
$ 37,111 $ 57,683 $ 88,568
================ ================= ================
</TABLE>
Source of Funds
Deposits
Deposit accounts have been the primary source of funds for use in lending,
making other investments, and for other general business purposes. In addition
to deposits, Southern Financial obtains funds from loan repayments, maturing
investments, loan sales, cash flows generated from operations and Federal Home
Loan Bank advances. Borrowings may be used as an alternative source of lower
costing funds or to fund the origination of certain assets.
9
<PAGE>
The following table shows the average balances and rates, presented on a
monthly average basis, for Southern Financial's deposits for the periods
indicated:
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998 1997
----------------------------- ----------------------------- -----------------------------
Average Average Average Average Average Average
Balance Rate Balance Rate Balance Rate
----------- ------------ ----------- ------------ ----------- ------------
(amounts in thousands)
<S> <C> <C> <C> <C> <C> <C>
Demand $ 50,750 0.00% $ 39,369 0.00% $ 30,056 0.00%
Interest checking 33,744 0.96% 34,965 2.36% 28,683 2.07%
Money market and savings 59,743 3.22% 46,883 3.12% 47,552 3.28%
Certificates of deposit 209,993 5.38% 200,902 5.80% 175,779 5.75%
----------- ----------- -----------
$354,230 $322,119 $282,070
=========== =========== ===========
Weighted average rate 3.83% 4.33% 4.36%
=========== =========== ===========
</TABLE>
The following table sets forth by time remaining until maturity Southern
Financial's certificates of deposit of $100,000 or more at December 31, 1999:
Time Deposits of
Maturity Period $100,000 or More
--------------- --------------------
(amounts in thousands)
Three months or less $50,800
Over three months through twelve months 37,138
Over twelve months 10,162
-------------------
Total $98,100
===================
Borrowings
Borrowings consist of short-term and long-term advances from the Federal Home
Loan Bank of Atlanta. The following table sets forth information regarding
Southern Financial's borrowings for the periods indicated:
<TABLE>
<CAPTION>
Year Ended
December 31,
1999 1998 1997
----------------------------------------
(Dollars in thousands)
<S> <C> <C> <C>
Ending Balance $ 5,000 $ 3,500 $4,000
Average Balance for the Period 13,159 4,907 5,979
Maximum Month-end Balance
During the Period 30,000 13,500 8,500
Average Interest Rate for the Period 5.56% 5.50% 5.59%
Weighted Average Interest Rate at
the End of the Period 6.32% 5.15% 5.95%
</TABLE>
10
<PAGE>
Regulation
Set forth below is a brief description of the material laws and regulations
that affect Southern Financial. The description of these laws and regulations,
as well as descriptions of laws and regulations contained elsewhere herein, is
not necessarily complete and is qualified in its entirety by reference to these
laws and regulations.
General
Southern Financial is a bank holding company within the meaning of the Bank
Holding Company Act of 1956, as amended. As such, Southern Financial is
supervised by the Board of Governors of the Federal Reserve System. Southern
Financial is also subject to Virginia laws that regulate banks and bank holding
companies. Virginia's banking laws are administered by the Bureau of Financial
Institutions of the State Corporation Commission of Virginia. Southern
Financial is also affected by rules and regulations of the Federal Deposit
Insurance Corporation. Southern Financial is a member of the Federal Reserve
System and the Federal Home Loan Bank of Atlanta. The various laws and
regulations administered by the regulatory agencies affect corporate practices,
expansion of business, and provisions of services. Also, monetary and fiscal
policies of the United States directly affect bank loans and deposits and thus
may affect Southern Financial's earnings. The future impact of these policies
and of the continuing regulatory changes in the financial services industry
cannot be predicted.
The supervision, regulation and examination of Southern Financial Bank are
intended primarily for the protection of depositors rather than holders of
Southern Financial common stock.
Bank Holding Company Regulation
Southern Financial is required to file with the Federal Reserve its
periodic reports and any additional information the Federal Reserve may require.
The Federal Reserve examines Southern Financial and may examine its
subsidiaries. The State Corporation Commission also may examine Southern
Financial.
The Bank Holding Company Act requires prior Federal Reserve approval for,
among other things, the acquisition of direct or indirect ownership or control
of more than 5% of the voting shares or substantially all of the assets of any
bank, or a merger or consolidation of a bank holding company with another bank
holding company. A bank holding company may acquire direct or indirect ownership
or control of voting shares of any company that is engaged directly or
indirectly in banking or managing or controlling banks or performing services
for its authorized subsidiaries. A bank holding company also may engage in or
acquire an interest in a company that engages in activities which the Federal
Reserve has determined by regulation or order to be so closely related to
banking as to be a proper incident thereto.
The activities permissible to bank holding companies and their affiliates
were substantially expanded by the Gramm-Leach-Bliley Act, which the President
signed on November 12, 1999. Gramm-Leach-Bliley repeals the anti-affiliation
provisions of the Glass-Steagall Act to permit the common ownership of
commercial banks, investment banks and insurance companies. Under Gramm-Leach-
Bliley, a bank holding company can elect to be treated as a financial holding
company. A financial holding company may engage in any activity and acquire and
retain any company that the Federal Reserve determines to be financial in
nature. A financial holding company also may engage in any activity that is
complementary to a financial activity and does not pose a substantial risk to
the safety and soundness of depository institutions or the financial system
generally. The Federal Reserve must consult with the Secretary of the Treasury
in determining whether an activity is financial in nature or incidental to a
financial activity.
Southern Financial is a legal entity separate and distinct from Southern
Financial Bank. Section 23A of the Federal Reserve Act restricts loans from
Southern Financial Bank to Southern Financial. Section 23A defines "covered
transactions," which include loans, and limits a bank's covered transactions
with any affiliate to 10% of the bank's capital and surplus. It also requires
that all of a bank's loans to an affiliate be secured by acceptable collateral,
generally United States government or agency securities. Southern Financial and
Southern Financial Bank also are subject to Section 23B of the Federal Reserve
Act, which requires that transactions between Southern Financial Bank and
Southern Financial or its other subsidiaries be on terms and under
circumstances, including credit standards, that are substantially the same or at
least as favorable to Southern Financial Bank as those prevailing at the time
for transactions with unaffiliated companies.
Federal Reserve policy requires a bank holding company to act as a source
of financial strength and to take measures to preserve and protect bank
subsidiaries in situations where additional investments in a troubled bank may
not otherwise be warranted. As a result, a bank holding company may be required
to lend money to its subsidiaries in the form of capital notes or other
instruments which qualify as capital under regulatory rules. Any loans from the
holding company to such subsidiary banks likely will be unsecured and
subordinated to such bank's depositors and perhaps to other creditors of its
bank subsidiaries.
Bank Supervision
As a Virginia bank that is a member of the Federal Reserve System, Southern
Financial Bank is regulated and examined by the State Corporation Commission and
by its primary federal regulator, the Federal Reserve. The State Corporation
Commission and the Federal Reserve regulate and monitor all of Southern
Financial Bank's operations, including reserves, loans, mortgages, payments of
dividends and the establishment of branches.
Various statutes limit the ability of Southern Financial Bank to pay
dividends, extend credit or otherwise supply funds to Southern Financial and its
non-bank subsidiaries. Dividends from Southern Financial Bank are expected to
constitute Southern Financial's major source of funds.
11
<PAGE>
Regulatory Capital Requirements
All banks are required to maintain minimum levels of regulatory capital.
The federal bank regulatory agencies have established substantially similar
risked based and leverage capital standards for banks that they regulate. These
regulatory agencies also may impose capital requirements in excess of these
standards on a case-by-case basis for various reasons, including financial
condition or actual or anticipated growth. Under the risk-based capital
requirements of these regulatory agencies, Southern Financial and Southern
Financial Bank are required to maintain a minimum ratio of total capital to
risk-weighted assets of at least 8%. At least half of the total capital is
required to be tier 1 capital, which consists principally of common and certain
qualifying preferred shareholders' equity, less certain intangibles and other
adjustments. The remainder, tier 2 capital, consists of a limited amount of
subordinated and other qualifying debt and a limited amount of the general loan
loss allowance. Based upon the applicable Federal Reserve regulations, at
December 31, 1999, Southern Financial Bank was considered to be "well
capitalized."
In addition, the federal regulatory agencies have established a minimum
leverage capital ratio, tier 1 capital divided by tangible assets. These
guidelines provide for a minimum leverage capital ratio of 3% for banks and
their respective holding companies that meet certain specified criteria,
including that they have the highest regulatory examination rating and are not
contemplating significant growth or expansion. All other institutions are
expected to maintain a leverage ratio of at least 100 to 200 basis points above
that minimum. The guidelines also provide that banking organizations
experiencing internal growth or making acquisitions will be expected to maintain
strong capital positions substantially above the minimum supervisory levels,
without significant reliance on intangible assets.
Limits on Dividends and Other Payments
Virginia law restricts distributions of dividends to shareholders of
Southern Financial. Southern Financial shareholders are entitled to receive
dividends as declared by the Southern Financial Board of Directors. No
distribution to Southern Financial shareholders may be made if, after giving
effect to the distribution, Southern Financial would not be able to pay its
debts as they become due in the usual course of business or its total assets
would be less than its total liabilities. There are similar restrictions on
stock repurchases and redemptions.
Banks have limits on all capital distributions, including cash dividends,
payments to repurchase or otherwise acquire shares, payments to shareholders of
another institution in a cash-out merger, and other distributions charged
against capital. As of December 31, 1999, Southern Financial Bank had the
capacity to pay no more than $5.2 million in total dividends to its sole
shareholder, Southern Financial.
Southern Financial Bank may not make a capital distribution, including the
payment of a dividend, if, after the distribution, it would become
undercapitalized. The prior approval of the applicable Federal Reserve Bank is
required if the total of all dividends declared in any calendar year will exceed
the sum of the bank's net profits for that year and its retained net profits for
the preceding two calendar years. Federal Reserve Banks also may limit the
payment of dividends by any state member bank if it considers the payment an
unsafe or unsound practice. In addition, under Virginia law no dividend may be
declared or paid that would impair a Virginia chartered bank's paid-in capital.
The State Corporation Commission has general authority to prohibit payment of
dividends by a Virginia chartered bank if it determines that the limit is in the
public interest and is necessary to ensure the bank's financial soundness.
FDIC Regulations
The Federal Deposit Insurance Corporation Improvements Act of 1991 required
each federal banking agency to revise its risk-based capital standards to ensure
that those standards take adequate account of interest rate risk, concentration
of credit risk and the risks of non-traditional activities. Each federal banking
agency has issued regulations, specifying the levels at which a financial
institution would be considered "well capitalized", "adequately capitalized",
"under capitalized", "significantly under capitalized", or "critically under
capitalized", and to take certain mandatory and discretionary supervisory
actions based on the capital level of the institution. Those supervisory actions
become increasingly severe for banks that are under-capitalized or worse.
Under the Federal Reserve's regulations implementing the prompt corrective
action provisions, an institution is considered well capitalized if it has total
risk-based capital of 10% or more, has a tier I risk-based capital ratio of 6%
or more, has a leverage capital ratio of 5% or more and is not subject to any
order or final capital directive to meet and maintain a specific capital level
for any capital measure.
An adequately capitalized institution has a total risk-based capital ratio
of 8% or more, a tier I risk-based ratio of 4% or more and a leverage capital
ratio of 4% or more (3% under certain circumstances) and does not meet the
definition of well capitalized.
An undercapitalized institution has a total risk-based capital ratio that
is less than 8%, a tier I risk-based capital ratio that is less than 4% or a
leverage capital ratio that is less than 4% (3% in certain circumstances).
Undercapitalized banks are subject to growth limits and are required to submit a
capital restoration plan for approval. For a capital restoration plan to be
acceptable, the bank's parent holding company must guarantee that the bank will
comply with the capital restoration plan. The aggregate liability of the parent
holding company is limited to the lesser of 5% of the bank's total assets at the
time it became undercapitalized and the amount necessary to bring the
institution into compliance with applicable capital standards. If a bank fails
to submit an acceptable plan, it is treated as if it is significantly
undercapitalized. If the controlling holding company fails to fulfill its
obligations and files (or has filed against it) a petition under the federal
Bankruptcy Code, the claim would be entitled to a priority in such bankruptcy
proceeding over third-party creditors of Southern Financial.
A significantly undercapitalized institution has a total risk-based capital
ratio that is less than 6%, a tier I risk-based capital ratio that is less than
3% or a leverage capital ratio that is less than 3%.Significantly
undercapitalized depository institutions may be subject to a number of
requirements and restrictions, including orders to sell sufficient voting stock
to become adequately capitalized, requirements to reduce total assets, and
cessation of receipt of deposits from correspondent banks.
A critically undercapitalized institution has a ratio of tangible equity to
total assets that is equal to or less than 2%. A critically undercapitalized
bank
12
<PAGE>
is likely to be put in receivership and liquidated.
In addition, under certain circumstances, a federal banking agency may
reclassify a well capitalized institution as adequately capitalized and may
require an adequately capitalized institution or an undercapitalized institution
to comply with supervisory actions as if it were in the next lower category.
The Federal Deposit Insurance Corporation Improvements Act also required
federal banking regulators to draft standards in a number of other important
areas to assure bank safety and soundness, including internal controls,
information systems and internal audit systems, credit underwriting, asset
growth, compensation, loan documentation and interest rate exposure. The Federal
Deposit Insurance Corporation Improvements Act also required the regulators to
establish maximum ratios of classified assets to capital, and minimum earnings
sufficient to absorb losses without impairing capital. The legislation also
contained other provisions which restricted the activities of state-chartered
banks, amended various consumer banking laws, limited the ability of
undercapitalized banks to borrow from the Federal Reserve's discount window and
required federal banking regulators to perform annual onsite bank examinations.
The 1991 legislation also contains a variety of other provisions that may
affect the operations of Southern Financial and Southern Financial Bank,
including new reporting requirements, regulatory standards for estate lending,
"truth in savings" provisions, the requirement that a depository institution
give 90 days' prior notice to customers and regulatory authorities before
closing any branch, and a prohibition on the acceptance or renewal of brokered
deposits by depository institutions that are not well capitalized or are
adequately capitalized and have not received a waiver from the FDIC.
Deposit Insurance
The deposits of Southern Financial Bank are currently insured to a maximum
of $100,000 per depositor, subject to certain aggregation rules. The FDIC has
implemented a risk-related assessment system for deposit insurance premiums. All
depository institutions have been assigned to one of nine risk assessment
classifications based on certain capital and supervisory measures. Southern
Financial's deposits are subject to the rates of the Savings Associations
Insurance Fund since Southern Financial converted to a commercial bank from a
federal savings bank on December 1, 1995. Based on its current risk
classifications, Southern Financial pays the minimum Savings Associations
Insurance Fund assessment and Bank Insurance Fund assessments.
Community Reinvestment Act
Southern Financial and Southern Financial Bank are subject to the
provisions of the Community Reinvestment Act of 1977, as amended ("CRA"). Under
the Community Reinvestment Act, all banks have an obligation, consistent with
its safe and sound operation, to help meet the credit needs for their entire
communities, including low and moderate-income neighborhoods. The Community
Reinvestment Act does not establish specific lending requirements or programs
for financial institutions, nor does it limit an institution's discretion to
develop the types of products and services that it believes are best suited to
its particular community consistent with the Community Reinvestment Act. A
depository institution's primary federal regulator, in connection with its
examination of the institution, must assess the institution's record in
assessing and meeting the credit needs of the community served by that
institution, including low and moderate-income neighborhoods. The regulatory
agency's assessment of the institution's record is made available to the public.
Further, such assessment is required of any institution which has applied to
charter a national bank, obtain deposit insurance coverage for a newly chartered
institution, establish a new branch office that accepts deposits, relocate an
office or merge or consolidate with, or acquire the assets or assume the
liabilities of, a federally regulated financial institution. If a bank holding
company applies for approval to acquire a bank or other bank holding company,
the Federal Reserve will assess the records of each subsidiary depository
institution of the applicant bank holding company, and such records may be the
basis for denying the application. Following the most recent Community
Reinvestment Act examination in February 1999, Southern Financial Bank received
a "satisfactory" Community Reinvestment Act rating.
Fiscal and Monetary Policy
Banking is a business which depends on interest rate differentials. In
general, the difference between the interest paid by a bank on its deposits and
its other borrowings, and the interest received by a bank on its loans and
securities holdings, constitutes the major portion of a bank's earnings. Thus,
the earnings and growth of Southern Financial and Southern Financial Bank will
be subject to the influence of economic conditions generally, both domestic and
foreign, and also to the monetary and fiscal policies of the United States and
its agencies, particularly the Federal Reserve. The Federal Reserve regulates
the supply of money through various means, including open market dealings in
United States government securities, the discount rate at which banks may borrow
from the Federal Reserve, and the reserve requirements on deposits. The nature
and timing of any changes in such policies and their effect on Southern
Financial and Southern Financial Bank cannot be predicted.
Federal Home Loan Bank System
Southern Financial is a member of the Federal Home Loan Bank System, which
consists of 12 district Federal Home Loan Banks with each subject to supervision
and regulation by the Federal Housing Finance Board. The Federal Home Loan Banks
provide a central credit facility for member institutions. Southern Financial,
as a member of the Federal Home Loan Bank of Atlanta, is required to acquire and
hold shares of capital stock in that Federal Home Loan Bank in an amount equal
to at least 1% of the aggregate principal amount of their unpaid residential
mortgage loans, home purchase contracts and similar obligations at the beginning
of each year, or 5% of their borrowings from the Federal Home Loan Bank of
Atlanta, whichever is greater. At December 31, 1999, Southern Financial had an
investment of $1.8 million in the stock of the Federal Home Loan Bank of Atlanta
and was in compliance with these requirements.
Advances from the Federal Home Loan Bank of Atlanta are secured. Interest
rates charged for advances vary depending upon maturity, the cost of funds to
the Federal Home Loan Bank of Atlanta and the purpose of the borrowing. At
December 31, 1999, Southern Financial had $5 million outstanding in borrowings
from the Federal Home Loan Bank of Atlanta.
13
<PAGE>
Federal Reserve System
The Federal Reserve Board of Governors requires all depository institutions
to maintain reserves against their transaction accounts and non-personal time
deposits. Because required reserves must be maintained in the form of vault cash
or a noninterest-bearing account at a Federal Reserve Bank, the effect of this
reserve requirement is to reduce the earning assets of Southern Financial.
Competition
Southern Financial experiences substantial competition in attracting and
retaining savings deposits and in lending funds. The primary factors in
competing for savings deposits are convenient office locations and rates
offered. Direct competition for savings deposits comes from other commercial
banks and thrift institutions. Additional significant competition for savings
deposits comes from money market mutual funds and corporate and government
securities which may yield more attractive interest rates than insured
depository institutions are willing to pay. The primary factors in competing for
loans are interest rate and loan origination fees and the range of services
offered. Competition for origination of real estate loans normally comes from
other commercial banks, thrift institutions, mortgage bankers, mortgage brokers
and insurance companies.
Employees
At December 31, 1999, Southern Financial employed 144 full-time equivalent
persons. Management considers its relations with its employees to be good. The
employees are not covered by a collective bargaining agreement.
Item 2. Properties
- -------------------
Offices and Other Material Properties
At December 31, 1999, Southern Financial conducted its business from its main
office in Warrenton, Virginia and 16 branch offices. The following table sets
forth certain information with respect to the offices of Southern Financial as
of December 31, 1999:
14
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Owned or Lease Expiration Date Facility
Office Location Leased Date Opened
=========================================================================================
<S> <C> <C> <C>
Home Office:
37 E. Main Street Leased September February
Warrenton, VA 2003 1989
Branch Offices:
362 Elden Street Leased June April
Herndon, VA 2000 1986
101 W. Washington Street Leased June November
Middleburg, VA 2002 1987
33 W. Piccadilly Street Owned N/A November
Winchester, VA 1990
526 E. Market Street Leased June March
Leesburg, VA 2002 1992
4021 University Drive Owned N/A July
Fairfax, VA 1997
322 Lee Highway Leased August August
Warrenton, VA 2001 1994
2545 Q-18 Centreville Road Leased September April
Herndon, VA 2001 1995
13542 Minnieville Road Leased December April
Woodbridge, VA 2003 1995
1095 Millwood Pike Owned N/A July
Winchester, VA 1996
46910 Community Plaza Leased May April
Sterling, VA 2008 1998
2062 Plank Road Leased September January
Fredericksburg, VA 2016 1999
10175 Hastings Drive Leased September March
Manassas, VA 2004 1999
8414 Lee Highway Owned N/A October
Merrifield, VA 1990
527 Maple Avenue Leased January March
Vienna, VA 2005 1995
9720 Lee Highway Leased June July
Fairfax, VA 2006 1996
7857 Heritage Drive Leased April May
Annandale, VA 2008 1998
</TABLE>
15
<PAGE>
Item 3. Legal Proceedings
- --------------------------
Southern Financial is not a party to, nor is any of their property the
subject of, any material pending legal proceedings incidental to its business
other than those arising in the ordinary course of business. Although the
amount of any ultimate liability with respect to such matters cannot be
determined, in the opinion of management, any such liability will not have a
material adverse effect on the consolidated financial position or results of
operations of Southern Financial.
Item 4. Submission of Matters to Vote of Security Holders
- ----------------------------------------------------------
None.
PART II.
- -------
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
- ------------------------------------------------------------------------------
The information required herein is incorporated by reference from page 40
of the Annual Report.
Item 6. Selected Financial Data
- --------------------------------
The information required herein is incorporated by reference from page 1 of
the Annual Report.
Item 7. Management's Discussion and Analysis
- ---------------------------------------------
The information required herein is incorporated by reference from pages 6
through 13 of the Annual Report.
Item 7a. Quantitative and Qualitative Disclosure about Market Risk
- ------------------------------------------------------------------
The information required herein is incorporated by reference from pages 11
through 12 of the Annual Report.
Item 8. Financial Statements
- -----------------------------
The information required herein is incorporated by reference from pages 14
through 36 of the Annual Report.
Item 9. Changes in and Disagreements With Accountants on Accounting and
- ------------------------------------------------------------------------
Financial Disclosure
- --------------------
None.
PART III.
- --------
Item 10. Directors, Executive Officers, Promoters and Control Persons;
- ----------------------------------------------------------------------
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
The information required herein is incorporated by reference from pages 3
through 11 of the definitive proxy statement of Southern Financial Bancorp, Inc.
filed on March 27, 2000 ("Definitive Proxy Statement").
Item 11. Executive Compensation
- -------------------------------
The information required herein is incorporated by reference from pages 12
through 13 of the Definitive Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------
The information required herein is incorporated by reference from pages 9
through 11 of the Definitive Proxy Statement.
Item 13. Certain Relationships and Related Transactions
- -------------------------------------------------------
The information required herein is incorporated by reference from page 9 of
the Definitive Proxy Statement.
16
<PAGE>
PART IV.
- -------
Item 14. Exhibits, Financial Statements, Schedules, and Reports on Form 8-K
- ----------------------------------------------------------------------------
(a) Documents filed as a part of the report:
(1) The following is an index to the financial statements of the
Registrant included in the Annual Report to Stockholders for the year
ended December 31, 1999, and incorporated herein by reference in Item
8. The remaining information appearing in the Annual Report to
Stockholders is not deemed to be filed as part of this Report, except
as expressly provided herein.
Page(s) in
Annual Report
-------------
Independent Auditors' Report 14
Balance Sheets:
December 31, 1999 and December 31, 1998 15
Statements of Income:
Years Ended December 31, 1999, 1998 and 1997 16
Statements of Comprehensive Income:
Years Ended December 31, 1999, 1998 and 1997 17
Statements of Changes in Stockholders' Equity:
Years Ended December 31, 1999, 1998 and 1997 18
Statements of Cash Flows:
Years Ended December 31, 1999, 1998 and 1997 19
Notes to Consolidated Financial Statements 20 - 36
(2) All other schedules have been omitted as the required information is
either inapplicable or included in the Notes to Consolidated Financial
Statements.
(3) Exhibits (listed numbers correspond to item 601 of Regulation S-K)
(3) Articles of Incorporation of Southern Financial Bancorp,
Inc., by reference to the Form S-4 Registration Statement
filed with the Securities and Exchange Commission on August
4, 1995, and By-Laws, by reference to Form S-4 Registration
Statement filed with the Securities and Exchange Commission
on August 4, 1995
(4) Instruments Defining the Rights of Security Holders,
Including Indentures--Reference is made to Exhibit (3) above
(9) Voting Trust Agreement--Not applicable
(11) Statement re Computation of Per Share Earnings--Reference is
made to Note 1 and Note 14 to Financial Statements, Page 21
and Page 35, respectively, in Annual Report
(12) Statement re Computation of Ratios--Not applicable
(13) Pages 14-36 of the Annual Report to Stockholders for the
Year Ended December 31, 1999
(18) Letter re Change in Accounting Principles--Not applicable
17
<PAGE>
(21) Subsidiaries of the registrant:
<TABLE>
<CAPTION>
Percentage of Voting
Jurisdiction of Securities Owned by
Name Incorporation the Parent
---- --------------- --------------------
<S> <C> <C>
Southern Financial Bank Virginia 100%
Southern WebTech.com, Inc. Virginia 70%
</TABLE>
(22) Published Report Regarding Matters Submitted to Vote of Security
Holders--Not applicable
(23) (a) Consent of KPMG LLP
(23) (b) Consent of Thompson, Greenspon & Co., P.C.
(24) Power of Attorney - Not applicable
(28) Information from Reports Furnished to State Insurance Regulatory
Authorities - Not applicable
(b) Southern Financial filed a report on Form 8-K on October 18, 1999, which
announced the consummation of the merger of The Horizon Bank of Virginia
with Southern Financial Bank. Southern Financial filed Amendment No. 1 to
the report on Form 8-K on November 12, 1999, which amends the Form 8-K to
include the financial statements of The Horizon Bank of Virginia and pro
forma financial information.
18
<PAGE>
SIGNATURES
Pursuant to the requirement of Section 13 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.
By: /s/ Georgia S. Derrico
-------------------------------------------------
Georgia S. Derrico
Chairman of the Board and Chief Executive Officer
Dated: March 30, 2000
---------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Georgia S. Derrico Director and Chairman of March 30, 2000
- ---------------------------- ---------------
Georgia S. Derrico the Board and Chief
Executive Officer
/s/ R. Roderick Porter Director and President and March 30, 2000
- ---------------------------- ---------------
R. Roderick Porter Chief Operating Officer
/s/ David de Give Director and Senior Vice March 30, 2000
- ---------------------------- ---------------
David de Give President/Treasurer
/s/ William H. Lagos Senior Vice President/Controller March 30, 2000
- ---------------------------- ---------------
William H. Lagos (Principal Accounting Officer)
/s/ Virginia Jenkins Director March 30, 2000
- ---------------------------- ---------------
Virginia Jenkins
/s/ Neil J. Call Director March 30, 2000
- ---------------------------- ---------------
Neil J. Call
/s/ John L. Marcellus, Jr. Director March 30, 2000
- ---------------------------- ---------------
John L. Marcellus, Jr.
/s/ Michael P. Rucker Director March 30, 2000
- ---------------------------- ---------------
Michael P. Rucker
</TABLE>
19
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Alfonso G. Finocchiaro Director March 30, 2000
- ---------------------------- ---------------
Alfonso G. Finocchiaro
/s/ Robert P. Warhurst Director March 30, 2000
- ---------------------------- ---------------
Robert P. Warhurst
/s/ John C. Belotti Director March 30, 2000
- ---------------------------- ---------------
John C. Belotti
/s/ Fred L. Bollerer Director March 30, 2000
- ---------------------------- ---------------
Fred L. Bollerer
/s/ Richard E. Smith Director March 30, 2000
- ---------------------------- ---------------
Richard E. Smith
</TABLE>
20
<PAGE>
INDEX TO EXHIBITS
Number and Descriptions
13 Southern Financial Bancorp, Inc.
December 31, 1999 Annual Report to Stockholders
23 (a) Consent of KPMG LLP
23 (b) Consent of Thompson, Greenspon & Co., P.C.
27 Financial Data Schedule
Exhibit 13
Southern Financial Bancorp, Inc.
December 31, 1999 Annual Report to Stockholders
Exhibit 23 (a)
Consent of KPMG LLP
The Board of Directors
Southern Financial Bancorp, Inc.
We consent to the incorporation by reference in Registration Statement
Nos. 33-80285 and 33-80287 on Form S-8, and 333-00916 on Form S-3 of
Southern Financial Bancorp, Inc. of our report dated February 10, 2000,
relating to the consolidated balance sheets of Southern Financial
Bancorp, Inc. as of December 31, 1999 and 1998, and the related
consolidated statements of income, comprehensive income, changes in
stockholders' equity, and cash flows for each of the years in the three-
year period ended December 31, 1999, which report appears in the
December 31, 1999 annual report on Form 10-K of Southern Financial
Bancorp, Inc. Our report refers to our reliance on another auditor's
report with respect to amounts related to The Horizon Bank of Virginia
for 1998 and 1997 included in the aforementioned consolidated financial
statements.
Richmond, Virginia
March 30, 2000
Exhibit 23 (b)
Consent of Thompson, Greenspon & Co., P.C.
The Board of Directors
Southern Financial Bancorp, Inc.
We consent to the inclusion in the Form 10-K Annual Report of Southern
Financial Bancorp, Inc. of our report dated January 29, 1999 relating to
the balance sheets of The Horizon Bank of Virginia as of December 31,
1998, and 1997, and the related statements of operations, other
comprehensive income, changes in stockholders' equity, and cash flows
for the years then ended.
Thompson, Greenspon & Co., P.C.
Fairfax, Virginia
March 28, 2000
21
<PAGE>
Independent Auditors' Report
The Board of Directors and Stockholders
The Horizon Bank of Virginia
Merrifield, Virginia
We have audited the accompanying balance sheets of The Horizon Bank of
Virginia as of December 31, 1998 and 1997, and the related statements of
operations, changes in stockholders' equity and cash flows for the years
then ended. These financial statements are the responsibility of the
Corporation's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
an all material respects, the financial position of The Horizon Bank of
Virginia as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years ended in conformity with
generally accepted accounting principles.
Thompson, Greenspon & Co., P.C.
Fairfax, Virginia
January 29, 1999
22
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
Overview
Net Income. Net income for the year ended December 31, 1999, was $961,000
($0.35 diluted earnings per share), a decrease of 71.3% from earnings of $3.4
million ($1.22 diluted earnings per share) for the year ended December 31, 1998.
Excluding non-recurring special charges and expenses related to the merger on
October 1, 1999 with The Horizon Bank of Virginia, net income totaled $3.8
million ($1.41 diluted earnings per share) for the year ended December 31, 1999,
an increase of 14.3% over the $3.4 million income ($1.22 diluted earnings per
share) in 1998.
Balance Sheet. Total assets were $406.2 million at December 31, 1999, a
small increase of $1.9 million from $404.3 million at December 31, 1998. While
the increase in total assets was small, there were significant changes in the
composition of the assets. Cash and overnight deposits declined 59.8% from $42.6
million to $17.1 million as we reinvested Horizon Bank's low yielding overnight
deposits into higher yielding loans. As noted below, loans receivable increased
13.4% to $234.1 million. Investment securities declined from $141.8 million at
December 31, 1998, to $134.8 million at December 31, 1999, a decrease of 4.9%.
Deposits increased to $367.2 million at December 31, 1999, from $366.9 million
at December 31, 1998. At December 31, 1999, Southern Financial had 29,021
deposit accounts.
Loans. Loans receivable, net of deferred fees and allowance for losses,
were $234.1 million at December 31, 1999, an increase of $27.7 million, or
13.4%, from $206.4 million at December 31, 1998. During the year ended December
31, 1999, we continued to emphasize loan originations connected with various
lending programs of the U.S. Small Business Administration. In addition, we
continued to sell the guaranteed portion of some of our Small Business
Administration loans. These sales totaled $9.1 million. In 1999, we continued to
de-emphasize our residential mortgage lending. During 1999, new residential
mortgage loan originations did not fully offset sales and prepayments of
residential mortgage loans, continuing a pattern in effect for several years. As
a consequence, residential mortgage loans outstanding declined 11.3% to $48.6
million at December 31, 1999 from $54.8 million a year earlier. The growth in
the loan portfolio occurred in non-mortgage business loans, which increased by
$13.4 million or 32.7% to $54.2 million, and in loans secured by nonresidential
property, which increased by $24.7 million, or 29.1% over 1998.
Investment Securities. After the consummation of the merger with The
Horizon Bank on October 1, 1999, we sold Horizon's entire investment securities
portfolio and incurred a portfolio restructuring loss of $781,000. Following the
sale, we purchased other investment securities with the proceeds that had a
higher yield and were in accordance with our investment policy. The portfolio of
investment securities at December 31, 1999 consisted of $37.1 million in
securities classified as held-to-maturity and $97.7 million classified as
available-for-sale. The portfolio of securities held-to-maturity consisted of
Federal National Mortgage Association, Government National Mortgage Association
and Federal Home Loan Mortgage Association mortgage-backed securities,
collateralized mortgage obligations, and obligations of counties and
municipalities. The investment securities classified as available-for-sale
consisted of the same types of mortgage-backed securities, collateralized
mortgage obligations, commercial mortgage-backed securities, obligations of
counties and municipalities, corporate debt securities, and obligations of
government-sponsored agencies.
Liabilities. Deposits at December 31, 1999 were $367.2 million, an increase
of $282 thousand over deposits of $366.9 million at December 31, 1998. The
weighted average interest rate for all accounts increased to 3.99% at December
31, 1999 from 3.93% at December 31, 1998.
Advances from the Federal Home Loan Bank of Atlanta totaled $5.0
million at December 31, 1999, an increase of $1.5 million from $3.5 million at
December 31, 1998.
<PAGE>
Results of Operations
Our operating results depend primarily on net interest income, which is the
difference between interest and dividend income on interest-earning assets, such
as loans and investments, and interest expense on interest-bearing liabilities
such as deposits and borrowings. Operating results are also affected by the
level of its noninterest income, including income or loss from the sale of loans
and fees and service charges on deposit accounts, and by the level of operating
expenses, including compensation, premises and equipment, deposit insurance
assessments and income taxes. The following tables provide information regarding
changes in interest income and interest expense, as well as the underlying
components of interest-earning assets and interest-bearing liabilities.
The following table presents, for the 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.
Average Balances, Yields and Rates
(in thousands)
<TABLE>
<CAPTION>
Year ended December 31,
1999 1998 1997
-------------------------------------------------------------------
Average Average Average Average Average Average
balance yield/rate balance yield/rate balance yield/rate
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets
Loans receivable $219,286 9.11% $205,208 9.53% $193,094 9.63%
Investments 161,517 6.05 137,746 6.03 109,398 6.35
-------- ---- -------- ---- -------- ----
Total interest-earning assets 380,803 7.82 342,954 8.12 302,492 8.44
-------- ---- -------- ---- -------- ----
Interest-bearing liabilities
Deposits 354,230 3.83 322,119 4.33 282,070 4.36
Borrowings 13,159 5.56 4,907 5.50 5,979 5.59
-------- ---- -------- ---- -------- ----
Total interest-bearing liabilities 367,389 3.89 327,026 4.35 288,049 4.39
-------- ---- -------- ---- -------- ----
Average dollar difference
between interest-earning assets
and interest-bearing liabilities 13,414 15,928 14,443
======== ======== ========
Interest rate spread 3.94 3.77 4.05
Interest margin 4.07 3.97 4.26
</TABLE>
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) and changes in rates (changes in rates multiplied by old volume). The
dollar amount changes in interest income and interest expense attributable to
changes in rate/volume (change in rate multiplied by change in volume) have been
allocated between rate and volume variances based on the percentage relationship
of such variances to each other.
<PAGE>
Rate/Volume Analysis
(in thousands)
<TABLE>
<CAPTION>
Year ended December 31, 1999 Year ended December 31, 1998
compared to compared to
year ended December, 1998 year ended December 31, 1997
---------------------------------------------------------------------------------------
Volume Rate Total Volume Rate Total
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest income
Loans Receivable $ 1,309 $ (882) $ 427 $ 1,160 $ (195) $ 965
Investments 1,443 28 1,471 1,722 (365) 1,357
--------- -------- ------- -------- ------- -------
Total interest income 2,752 (854) 1,898 2,882 (560) 2,322
--------- -------- ------- -------- ------- -------
Interest expense
Deposits 1,359 (1,733) (374) 1,743 (85) 1,658
Borrowings 459 3 462 (59) (5) (64)
--------- -------- ------- -------- ------- -------
Total interest expense 1,818 (1,730) 88 1,684 (90) 1,594
--------- -------- ------- -------- ------- -------
Net interest income 934 876 1,810 1,198 (470) 728
========= ======== ======= ======== ======= =======
</TABLE>
Comparison of the Year Ended December 31, 1999 with the Year Ended December 31,
1998
Southern Financial's net income for the year ended December 31, 1999 was
$961,000, a decrease of 71.3% over net income of $3.4 million for the year ended
December 31, 1998. The decrease in net income was attributable to non-recurring
special charges and expenses related to Southern Financial's merger with The
Horizon Bank of Virginia on October 1, 1999. Excluding non-recurring special
charges and expenses related to the merger, net income totaled $3.8 million for
the year ended December 31, 1999, an increase of 14.3% over net income during
the year ended December 31, 1998. Diluted earnings per share for the year ended
December 31, 1999 were $0.35 (or $1.41 excluding non-recurring special charges
and expenses relating to the merger) as compared to $1.22 for the year ended
December 31, 1998. The weighted average number of diluted shares of common stock
outstanding were 2,722,251 for the year ended December 31, 1999 and 2,747,726
for the year ended December 31, 1998.
Net Interest Income. Net interest income before provision for loan losses
was $15.4 million for the year ended December 31, 1999, an increase of 13.3%
over $13.6 million for the year ended December 31, 1998. This increase was due
to the growth in the average level of earning assets from $343.0 million to
$380.8 million and an improvement in the interest rate spread to 3.94% in 1999
from 3.77% during the year ended December 31, 1998. In addition, the interest
margin grew from 3.97% in 1998 to 4.07% during 1999.
Total Interest Income. Total interest income was $29.8 million for the year
ended December 31, 1999, an increase of 6.8% over $27.9 million for the year
ended December 31, 1998. This increase resulted from growth in interest-earning
assets. Average loans receivable increased by $14.1 million and average
investment securities increased by $23.8 mil lion over 1998.
The yield on total interest-earning assets was 7.82% for the year ended
December 31, 1999, which decreased from 8.12% for 1998. For the year ended
December 31, 1999, the yield on average loans receivable was 9.11%, down from
9.53% for the year ended December 31, 1998, while the yield on average
investment securities increased from 6.03% during 1998 to 6.05% for the year
ended December 31, 1999.
Total Interest Expense. Total interest expense for the year ended December
31, 1999 was $14.3 million, an increase of 0.6% over $14.2 million for the year
ended December 31, 1998. This increase was due primarily to growth in the
average balance of deposits, which were $354.2 million for the year ended
December 31, 1999 compared to $322.1 million for the prior year. The average
effective rate paid on interest-bearing liabilities was 3.89% for the year ended
December 31, 1999, a decrease of 46 basis points from 4.35% for the year ended
December 31, 1998.
<PAGE>
Provision for Loan Losses. The provision for loan losses amounted to $2.1
million for the year ended December 31, 1999, an increase over the provision of
$1.3 million for the year ended December 31, 1998. The provision for 1999
included a special provision of $756,000 taken by the Horizon Bank of Virginia
as a result of an examination earlier in 1999, and an enhanced approach to
setting their reserves. The provision for loan losses is a current charge to
earnings to increase the allowance for loan losses. We have established the
allowance for loan losses to absorb the inherent risk in lending after
considering an evaluation of the loan portfolio, current economic conditions,
changes in the nature and volume of lending and past loan experience. Our
opinion is that the allowance for loan losses at December 31, 1999 remains
adequate. Although we believe that the allowance is adequate, there can be no
assurances that additions to the allowance will not be necessary in future
periods, which would adversely affect our results of operations. The allowance
for loan losses at December 31, 1999 was $3.5 million, or 1.45% of total loans
receivable compared to $3.1 million, or 1.45% at December 31, 1998.
Other Income. Other income totaled $2.8 million for the year ended December
31, 1999, a decrease of 9.9%, from $3.1 million for the year ended December 31,
1998. The decline was attributable to the sale of the investments formerly held
by The Horizon Bank of Virginia which resulted in a loss of $781,000.
Other Expenses. Other expenses for the year ended December 31, 1999 were
$14.6 million, an increase of 36.5% from $10.7 million for the year ended
December 31, 1998. Other expenses in the year ended December 31, 1999 included
non-recurring restructuring charges and merger expenses of $685,000 and $1.8
million respectively.
Employee compensation and benefits increased 19.9% to $6.4 million for the
year ended December 31, 1999 from $5.4 million for the prior year. The increase
reflects the cost of staffing the two new branches opened in early 1999, normal
wage increases for existing personnel and the costs of the human infrastructure
necessary to operate a larger and more complex institution.
Expenses for premises and equipment increased $641 thousand to $3.4 million
during the year ended December 31, 1999 compared to the prior year. This
increase in expenses is primarily attributable to opening branches in
Fredericksburg and Manassas during the first quarter of 1999.
Other expenses decreased to $2.3 million for the year ended December
31, 1999 from $2.6 million for the prior year.
Comparison of the Year Ended December 31, 1998 with the Year Ended December 31,
1997
Southern Financial's net income for the year ended December 31, 1998 was
$3.4 million, an increase of 19.4% over net income of $2.8 million for the year
ended December 31, 1997. The increase in net income was primarily due to an
increase in net interest income of 5.6% and an increase of 39.3% in other
income. Diluted earnings per share for the year ended December 31, 1998
increased 15.1% to $1.22 from $1.06 for the year ended December 31, 1997. The
weighted average number of diluted shares of common stock outstanding were
2,747,726 for the year ended December 31, 1998 and 2,647,717 for the year ended
December 31, 1997
Net Interest Income. Net interest income before provision for loan losses
was $13.6 million for the year ended December 31, 1998, an increase of 5.6% over
$12.9 million for the year ended December 31, 1997. This increase was due to the
growth in the average level of earning assets from $302.5 million to $343.0
million, offset partly by declines in the interest rate spread from 4.05% to
3.77%, and the interest margin from 4.26% to 3.97% when comparing the year ended
December 31, 1997 to the year ended December 31, 1998.
Total Interest Income. Total interest income was $27.9 million for the year
ended December 31, 1998, an increase of 9.1% over $25.5 million for the year
ended December 31, 1997. This increase resulted primarily from growth in
interest-earning assets. Average loans receivable increased by $12.1 million,
and average investment securities increased by $28.3 million over 1997.
The yield on total interest-earning assets was 8.12% for the year ended
December 31, 1998, down from 8.44% in 1997. For the year ended December 31,
1998, the yield on average loans receivable was 9.53%, down from 9.63% for the
year ended December 31, 1997, while the yield on average investment securities
decreased from 6.35% during 1997 to 6.03% for the year ended December 31, 1998.
Total Interest Expense. Total interest expense for the year ended December
31, 1998 was $14.2 million, an increase of 12.6% over $12.6 million for the year
ended December 31, 1997. This increase was due primarily to growth in the
average balance of deposits, which were $322.1 million for the year ended
December 31, 1998 compared to $282.1 million for the prior year. The average
effective rate paid on interest-bearing liabilities was 4.35% for the year ended
December 31, 1998, a decrease of 4 basis points from 4.39% for the year ended
December 31, 1997.
Provision for Loan Losses. The provision for loan losses amounted to
$1.3 million for the year ended December 31, 1998, approximately the same as the
provision for the year ended December 31, 1997.
Other Income. Other income totaled $3.1 million for the year ended December
31, 1998, an increase of 39.3%, from $2.3 million for the year ended December
31, 1997. The increase was attributable primarily to an increased gain on sale
of loans which increased 278.3% to $1.1 million for the year ended December 31,
1998 from $268 thousand for the year ended December 31, 1997, reflecting the
decision to sell the guaranteed portion of Small Business Administration loans
rather than holding them in portfolio.
Other Expenses. Other expenses for the year ended December 31, 1998 were
$10.7 million, an increase of 9.5% from $9.8 million for the year ended December
31, 1997, primarily reflecting an increase in employee compensation and benefits
which increased 12.4% to $5.4 million for the year ended December 31, 1998 from
$4.8 million for the prior year. The increase reflects the cost of staffing the
new branch opened in July 1997 for a full year, as well as increased staffing
levels to accommodate growth in our customer base and normal wage increases for
existing personnel.
Expenses for premises and equipment decreased 1.3% to $2.7 million for
the year ended December 31, 1998 from $2.8 million for the year ended December
31, 1997.
Other expenses increased 16.5% from $2.2 million in 1997 to $2.6 million in
1998, due partially to a branch operating loss, write off of repossessed assets,
and other increases associated with normal growth.
Asset/Liability Management
Southern Financial, like most other banks, is engaged primarily in the
business of investing funds obtained from deposits and borrowings into interest-
bearing loans and investments. Consequently, Southern Financial's earnings
depend to a significant extent on its net interest income, which is the
difference between the interest income on loans and investments and the interest
expense on deposits and borrowing. Southern Financial, to the extent that its
interest-bearing liabilities do not reprice or mature at the same time as its
interest-bearing assets, is subject to interest rate risk and corresponding
fluctuations in its net interest income. Asset/liability management policies
have been employed in an effort to manage Southern Financial's interest-earning
assets and interest-bearing liabilities, thereby controlling the volatility of
net interest income, without having to incur unacceptable levels of credit risk.
<PAGE>
With respect to the our residential mortgage loan portfolio, it is Southern
Financial's policy to keep those mortgage loans which have an adjustable
interest rate and to sell most fixed rate mortgage loans originated to the
secondary market. In addition, our commercial loans generally have rates that
are tied to the prime rate, the one-year constant maturity treasury rate, or the
three-year constant maturity treasury rate. Both of these policies help control
Southern Financial's exposure to rising interest rates.
Our interest rate sensitivity is primarily monitored by management through
the use of a model which generates estimates of the change in our market value
of portfolio equity over a range of interest rate scenarios. That analysis was
prepared by a third party for Southern Financial. Market value of portfolio
equity is the present value of expected cash flows from assets, liabilities, and
off-balance sheet contracts using standard industry assumptions about estimated
loan prepayment rates, reinvestment rates, and deposit decay rates. The
following table sets forth an analysis of our interest rate risk as measured by
the estimated change in market value of portfolio equity resulting from
instantaneous and sustained parallel shifts in the yield curve (plus or minus
300 basis points, measured in 100 basis point increments) as of December 31,
1999.
Sensitivity of Market Value of Portfolio Equity
(amounts in thousands)
<TABLE>
<CAPTION>
Change in Market Value of
Interest Rates Market Value of Portfolio Equity Portfolio Equity as a % of
In Basis Points % Change % Change Portfolio Equity
(Rate Shock) Amount From Base From Base Total Assets Book Value
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Up 300 $37,391 (7,235) -16.21% 9.20% 128.60%
Up 200 39,806 (4,820) -10.80% 9.80% 136.91%
Up 100 42,343 (2,283) -5.12% 10.42% 145.63%
Base 44,626 - 0.00% 10.99% 153.49%
Down 100 46,758 1,952 4.37% 11.47% 160.20%
Down 200 48,580 3,954 8.86% 11.96% 167.09%
Down 300 51,150 6,524 14.62% 12.59% 175.92%
</TABLE>
Southern Financial's interest rate sensitivity is also monitored by
management through the use of a model that generates estimates of the change in
the adjusted net interest income over a range of interest rate scenarios. That
analysis was also prepared by a third party. Net interest income represents the
difference between income on interest-earning assets and expense on interest-
bearing liabilities. Net interest income also depends upon the relative amounts
of interest-earning assets and interest-bearing liabilities and the interest
rate earned or paid on them. In this regard, the model assumes that the
composition of our interest sensitive assets and liabilities at the beginning of
a period remains constant over the period being measured and also assumes that a
particular change in interest rates is reflected uniformly across the yield
curve regardless of the duration to maturity or repricing of specific assets and
liabilities.
40
<PAGE>
Sensitivity of Net Interest Income
(amounts in thousands)
Change in Adjusted Net
Interest Rates Interest Income Net Interest Margin
In Basis Points % Change % Change
(Rate Shock) Amount From Base Percent From Base
- --------------------------------------------------------------------------
Up 300 $14,620 -1.73% 3.60% -1.64%
Up 200 14,837 -0.27% 3.65% -0.27%
Up 100 14,989 0.75% 3.69% 0.82%
Base 14,877 0.00% 3.66% 0.00%
Down 100 14,645 -1.56% 3.61% -1.37%
Down 200 14,449 -2.88% 3.56% -2.73%
Down 300 14,431 -3.00% 3.55% -3.01%
Certain shortcomings are inherent in the methodology used in the above
interest rate risk measurements. Modeling changes in market value of portfolio
equity and in sensitivity of net interest income require us to make assumptions
which may or may not reflect the manner in which actual yields and costs respond
to changes in market interest rates. Accordingly, although the market value of
portfolio equity table and sensitivity of net interest income table provide an
indication of our interest rate risk exposure at a particular point in time,
those measurements are not intended to and do not provide a precise forecast of
the effect of changes in market interest rates on our worth and net interest
income.
Liquidity and Capital Resources
Southern Financial's principal sources of funds are deposits, loan
repayments, proceeds from the sale of securities and loans, repayments from
mortgage-backed securities, Federal Home Loan Bank advances, other borrowings
and retained income.
At December 31, 1999, Southern Financial had $8.2 million of undisbursed
loan funds and $11.9 million of approved loan commitments. The amount of
certificate of deposit accounts maturing in calendar year 2000 is $183.0
million. Southern Financial anticipates that most maturing certificates of
deposit will renew. Other sources of liquidity include payments on loans,
securities available for sale, which totaled $97.7 million at December 31, 1999,
and available lines of credit with the Federal Home Loan Bank of Atlanta, which
total approximately $81 million.
Southern Financial is subject to regulations of the Federal Reserve Board
that impose minimum regulatory capital requirements. Under current Federal
Reserve Board regulations, these requirements are (a) leverage capital of 4.0%
of adjusted average total assets; (b) tier 1 capital of 4% of risk-weighted
assets; (c) tier 1 and 2 capital of 8% of risk-weighted assets. At December 31,
1999, the Bank's capital ratios were 7.5% leverage capital; 10.9% tier 1
capital; and 12.2% tier 1 and 2 capital.
Impact of Inflation and Changing Prices
The financial statements and related notes presented herein have been
prepared in accordance with generally accepted accounting principles. These
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.
<PAGE>
Unlike many industrial companies, substantially all of the assets and
virtually all of the liabilities of Southern Financial are monetary in nature.
As a result, interest rates changes have a more significant impact on our
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, other expenses do reflect general levels
of inflation.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATON
Certain statements under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and elsewhere in
this Annual Report and the documents incorporated herein by reference constitute
"forward-looking statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Bancorp, or industry
results, to be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: general economic and business
conditions in the Bancorp's market area, inflation, fluctuations in interest
rates, changes in government regulations and competition, which will, among
other things, impact demand for loans and banking services; the ability of the
Bancorp to implement its business strategy; and changes in, or the failure to
comply with, government regulations.
Forward-looking statements are intended to apply only at the time they are
made. Moreover, whether or not stated in connection with a forward-looking
statement, the Bancorp undertakes no obligation to correct or update a
forward-looking statement should the Bancorp later become aware that it is not
likely to be achieved. If the Bancorp were to update or correct a
forward-looking statement, investors and others should not conclude that the
Bancorp will make additional updates or corrections thereafter.
<PAGE>
Independent Auditors' Report
To the Board of Directors and Stockholders of Southern Financial Bancorp, Inc.:
We have audited the accompanying consolidated balance sheets of Southern
Financial Bancorp, Inc. and subsidiaries (Bancorp) as of December 31, 1999 and
1998, and the related consolidated statements of income, comprehensive income,
changes in stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1999. These consolidated financial
statements are the responsibility of Bancorp's management. Our responsibility is
to express an opinion on these consolidated financial statements based on our
audits. We did not audit the consolidated financial statements of The Horizon
Bank of Virginia (Horizon) which was acquired during 1999 in a transaction
accounted for as a pooling of interests, as discussed in note 1. Such statements
are included in the consolidated financial statements of the Bancorp and reflect
total assets constituting 36% at December 31, 1998, and total interest income
constituting 33% in both 1998 and 1997 of the related consolidated totals. Those
statements were audited by other auditors whose report has been furnished to us,
and our opinion, insofar as it relates to the amounts included for Horizon, is
based solely on the report of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other auditors,
the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Southern Financial Bancorp, Inc.
and subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1999, in conformity with generally accepted accounting
principles.
Richmond, Virginia
February 10, 2000
F-2
<PAGE>
Consolidated Balance Sheets
<TABLE>
<CAPTION>
Assets December 31, 1999 December 31, 1998
----------------- -----------------
<S> <C> <C>
Cash and due from banks $ 12,667,620 $ 10,820,765
Overnight earning deposits 4,464,338 31,774,435
Investment securities, available-for-sale 97,721,012 84,075,537
Investment securities, held-to-maturity (estimated market value
of $36,445,749 and $57,347,692, respectively) 37,110,889 57,682,992
Loans held for sale 442,000 602,500
Loans receivable, net 234,086,432 206,355,076
Premises and equipment, net 6,445,589 5,523,304
Other assets 13,283,684 7,419,507
------------ ------------
Total assets $406,221,564 $404,254,116
------------ ------------
Liabilities and Stockholders' Equity
Liabilities:
Deposits $367,187,558 $366,905,334
Advances from Federal Home Loan Bank 5,000,000 3,500,000
Other liabilities 5,169,909 3,222,915
------------ ------------
Total liabilities
377,357,467 373,628,249
------------ ------------
Commitments
Stockholders' equity:
6% cumulative convertible preferred stock, $.01 par value, 500,000 shares
authorized, 13,621 shares issued and outstanding, respectively 136 136
Common stock, $.01 par value, 5,000,000 shares authorized, 2,656,196 and
2,636,249 shares issued and outstanding, respectively 26,562 26,363
Capital in excess of par value 23,662,935 23,490,506
Retained earnings 6,898,249 6,822,119
Accumulated other comprehensive income (loss) (1,723,785) 286,743
------------ ------------
Total stockholders' equity
28,864,097 30,625,867
------------ ------------
Total liabilities and stockholders' equity $406,221,564 $404,254,116
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
Consolidated Statements of Income
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
INTEREST INCOME:
Loans $ 19,982,224 $19,554,490 $18,589,810
Investment securities 9,773,796 8,303,057 6,946,388
------------ ----------- -----------
TOTAL INTEREST INCOME 29,756,020 27,857,547 25,536,198
----------- ----------- -----------
INTEREST EXPENSE:
Deposits 13,576,177 13,950,093 12,292,289
Borrowings 731,801 270,099 334,346
----------- ----------- -----------
TOTAL INTEREST EXPENSE 14,307,978 14,220,192 12,626,635
----------- ----------- -----------
NET INTEREST INCOME 15,448,042 13,637,355 12,909,563
Provision for loan losses 2,129,660 1,300,801 1,265,314
----------- ----------- -----------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 13,318,382 12,336,554 11,644,249
OTHER INCOME:
Fee income 2,154,923 1,898,188 1,889,040
Gain on sale of loans 1,115,351 1,116,650 268,445
Gain (loss) on investment securities, net (692,419) (67,817) -
Other 256,162 198,006 100,453
----------- ----------- -----------
TOTAL OTHER INCOME 2,834,017 3,145,027 2,257,938
----------- ----------- -----------
OTHER EXPENSE:
Employee compensation and benefits 6,448,960 5,379,683 4,785,083
Premises and equipment 3,362,410 2,721,603 2,757,955
Restructuring charges 685,336 - -
Merger expenses 1,751,657 - -
Other 2,340,607 2,585,817 2,219,285
----------- ----------- -----------
TOTAL OTHER EXPENSE 14,588,970 10,687,103 9,762,323
----------- ----------- -----------
INCOME BEFORE INCOME TAXES 1,563,429 4,794,478 4,139,864
Provision for income taxes 602,700 1,442,075 1,331,800
----------- ----------- -----------
NET INCOME $ 960,729 $ 3,352,403 $ 2,808,064
=========== =========== ===========
Earnings Per Common Share:
Basic $ 0.36 $ 1.28 $ 1.10
Diluted $ 0.35 $ 1.22 $ 1.06
Weighted average shares outstanding:
Basic 2,648,643 2,618,930 2,558,622
Diluted 2,722,251 2,747,726 2,647,717
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
Consolidated Statement of Comprehensive Income
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998 1997
----------- ---------- ----------
<S> <C> <C> <C>
Net income $ 960,729 $3,352,403 $2,808,064
Other comprehensive income:
Cash flow hedge:
Unrealized holding gain 1,260,465 0 0
Reclassification adjustment for net interest
income included in net income (4,165) 0 0
Available-for-sale securities:
Unrealized holding gain/(loss) (4,303,729) 215,803 188,091
Unrealized gain on transfer of held-to-
maturity securities 0 229,612 0
Reclassification adjustment for net (gains)/losses
included in net income 1,175 (67,817) 0
----------- ---------- ----------
Other comprehensive income (loss) before tax (3,046,254) 377,598 188,091
Income tax expense (benefit) related to items of other
comprehensive income (1,035,726) 128,383 63,951
----------- ---------- ----------
Other comprehensive income (loss), net of tax (2,010,528) 249,215 124,140
Comprehensive income (loss) $(1,049,799) $3,601,618 $2,932,204
=========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
Consolidated Statement of Changes in Stockholders' Equity
<TABLE>
<CAPTION>
For the Years Ended December 31, 1999, 1998, 1997
- -----------------------------------------------------------------------------------------------------------------------------------
Convertible Capital in Other Total
Preferred Common Excess of Retained Comprehensive Stockholders
Stock Stock Par Value Earnings Income Equity
--------- ----------- ------------ ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1996 $ 156 $ 25,455 $22,253,736 $2,556,886 $ (86,612) $24,749,621
Dividends on preferred and
($0.2175 per common stock preferred
share) (455,344) (455,344)
($0.17 per common share)
Options exercised 276 281,308 281,584
Change in other
comprehensive income 124,140 124,140
Net income 2,808,064 2,808,064
--------- ----------- ------------ ------------ ----------- -----------
Balance, December 31, 1997 156 25,731 22,535,044 4,909,606 37,528 27,508,065
Dividends on preferred and
($0.2175 per common stock preferred (596,127) (596,127)
share)
($0.22 per common share)
Conversion of preferred
stock to common stock (20) 32 (12)
Options exercises 109 112,202 112,311
Stock dividend of 5% 491 843,272 (843,763)
Change in other
comprehensive income 249,215 249,215
Net income 3,352,403 3,352,403
--------- ----------- ------------ ------------- ----------- -----------
Balance, December 31, 1998 136 26,363 23,490,506 6,822,119 286,743 30,625,867
Dividends on preferred and
($0.2175 per common stock preferred
share) (884,599) (884,599)
($0.33 per common share)
Options exercised - 199 172,429 - - 172,628
Change in other
comprehensive income - - - - (2,010,528) (2,010,528)
Net income - - - 960,729 - 960,729
Balance December 31, 1999 $ 136 $ 26,562 $23,662,935 $6,898,249 $(1,723,785) $28,864,097
======== =========== =========== ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
Consolidate Statements of Cash Flows
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
For the Years Ended December 31, 1999, 1998, 1997 December 31, December 31, December 31,
- ---------------------------------------------------------------------------------------------------------
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net Income $ 960,729 $ 3,352,403 $ 2,808,064
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 919,377 1,210,678 830,861
Provision for loan losses 2,129,660 1,300,801 1,265,314
Gain on sale of loans (1,115,351) (1,116,650) (268,445)
(Gain) loss on sale of securities 692,419 (67,817) -
Amortization of deferred loan fees (787,294) (623,098) (607,286)
Net funding of loans held for sale 583,820 1,928,595 (701,500)
(Increase) decrease in other assets (2,378,692) (1,984,651) 1,289,823
Increase in other liabilities 1,960,441 1,125,299 195,554
------------ ------------ ------------
Net cash provided by operating activities 2,965,109 5,125,560 4,812,385
------------ ------------ ------------
Cash flows from investing activities:
Increase in loans receivable (28,513,323) (2,483,168) (27,448,177)
Purchase of investment securities, held-to-maturity (11,462,105) (19,077,011) (36,829,014)
Purchase of investment securities, available-for-sale (61,056,211) (83,887,904) (8,563,636)
Sale of investment securities available-for-sale 37,455,059 16,965,806 -
Paydowns of investment securities 35,966,620 49,200,004 29,758,676
(Increase) decrease in overnight earning deposits 27,310,097 (10,920,965) (3,572,896)
Increase in premises and equipment, net (1,628,444) (533,278) (1,271,779)
Increase in Federal Home Loan Bank stock (260,200) (152,000) (62,900)
------------ ------------ ------------
Net cash used in investing activities (2,188,507) (50,888,516) (47,989,726)
------------ ------------ ------------
Cash flows from financing activities:
Net increase in deposits 282,224 46,540,850 45,392,986
Increase (decrease) in advances from FHLB 1,500,000 (500,000) (4,500,000)
Proceeds from stock options exercised 172,628 112,311 281,584
Dividends on preferred and common stock (884,599) (596,127) (455,344)
------------ ------------ ------------
Net cash provided by financing activities 1,070,253 45,557,034 40,719,226
------------ ------------ ------------
Net increase (decrease) in cash and due from banks 1,846,855 (205,922) (2,458,115)
Cash and due from banks, beginning of period 10,820,765 11,026,687 13,484,802
------------ ------------ ------------
Cash and due from banks, end of period $ 12,667,620 $ 10,820,765 $ 11,026,687
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
Notes to Consolidated Financial Statements
December 31, 1999, 1998, and 1997
1. Organization and Significant Accounting Policies:
Southern Financial Bancorp, Inc. (the "Bancorp" or "Southern Financial")
was incorporated in the Commonwealth of Virginia on December 1, 1995. On
December 1, 1995, Bancorp acquired all of the outstanding shares of Southern
Financial Bank (the "Bank"). The Bank, formerly Southern Financial Federal
Savings Bank, converted from a savings bank to a state chartered commercial bank
effective December 1, 1995.
In October of 1999, the Bancorp incorporated Southern WebTech.com, 70% of
which is owned by the Bancorp. The accounts of Southern WebTech.com are included
in the Bancorp's Consolidated Financial Statements.
On October 1, 1999, the Bancorp completed its merger with The Horizon Bank
of Virginia ("Horizon"). The merger qualified as a tax-free exchange and was
accounted for as a pooling of interests. Southern Financial issued 0.63 shares
of its common stock for each share of Horizon stock outstanding. A total of
1,045,523 shares (after adjustments for fractional shares) of Southern
Financial's common stock was issued as a result of the merger. Horizon had no
stock options outstanding prior to the merger. Southern Financial and Horizon
incurred $3,973,530 of merger-related costs which were charged to operations
during the year ended December 31, 1999. All financial statements and amounts
included herein have been restated due to the merger.
The following table presents the combined results of operations based on the
audited financial statements of Southern Financial and Horizon for the two years
ended December 31:
<TABLE>
<CAPTION>
(dollars in thousands, except per share data) 1998 1997
------- -------
<S> <C> <C>
Net Interest Income:
Southern Financial $ 8,526 $ 7,962
Horizon 5,111 4,948
------- -------
Combined 13,637 12,910
======= =======
Net Income:
Southern Financial 2,658 2,206
Horizon 694 602
------- -------
Combined 3,352 2,808
======= =======
Diluted Net Income per Share:
Southern Financial 1.55 1.33
Horizon 0.42 0.38
------- -------
Combined 1.22 1.06
======= =======
</TABLE>
The principal activities of the Bank are to attract deposits, originate
loans and conduct mortgage banking as permitted for state chartered banks by
applicable regulations. The Bank conducts full-service banking operations in
Fairfax, Herndon, Leesburg, Middleburg, Warrenton, Winchester, Woodbridge,
Manassas, Fredericksburg, Fairfax Circle, Vienna, Annandale, and Merrifield,
Virginia, which are managed as a single business segment.
The accounting and reporting policies of the Bancorp are in accordance with
generally accepted accounting principles and conform to general practices within
the banking industry. The more significant of
F-8
<PAGE>
these policies are discussed below. Certain reclassifications were made to the
prior year financial statements to conform to the current year presentation. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
the Bancorp and the Bank as of December 31, 1999 and 1998, and for the years
ended December 31, 1999, 1998 and 1997. Additionally, as of and for the year
ended December 31, 1999, the accounts of Southern WebTech.com, Inc. have been
included in the accompanying consolidated financial statements. All significant
intercompany accounts and transactions have been eliminated.
Cash and Due from Banks and Overnight Earning Deposits
Amounts represent actual cash balances held by or due to the Bancorp. For
purposes of the consolidated statements of cash flows, the Bancorp defines cash
and due from banks as cash and cash equivalents.
Investment Securities
The Bancorp accounts for its investment securities in three categories:
held-to-maturity, available-for-sale, and trading. Investments in debt
securities are classified as held-to-maturity when the Bancorp has the positive
intent and ability to hold those securities to maturity. Held-to-maturity
securities are measured at amortized cost. The amortization of premiums and
accretion of discounts are computed using a method that approximates the level
yield method. Investment securities classified as available-for-sale are
reported at fair value, with unrealized gains and losses excluded from earnings
and reported in a separate component of other comprehensive income in
stockholders' equity on an after-tax basis. Trading securities are reported at
fair value with unrealized gains and losses included in earnings. The specific
identification method is used to determine gains or losses on sales of
investment securities.
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market
are carried at the lower of cost or estimated market value.
Loans Receivable
Interest income is accrued on loans as earned on the outstanding principal
balances on the level yield method. Nonrefundable loan fees and direct
origination costs are deferred and recognized over the lives of the related
loans as adjustments of yield. Accrual of interest is discontinued when
management believes, after considering economic and business conditions and
collection efforts, that the borrower's financial condition is such that
collection of interest is doubtful. Any accrued interest considered
uncollectable is charged against current income.
The allowance for loan losses is established through a provision for loan
losses, which is charged to expense. Loans are charged against the allowance for
loan losses when management believes that the collectibility of the principal is
unlikely. The allowance is a current estimate of the losses inherent in the
F-9
<PAGE>
present portfolio based upon management's evaluation of the loan portfolio.
Estimates of losses inherent in the portfolio involve the exercise of judgment
and the use of assumptions. The evaluations take into consideration such factors
as changes in the nature, volume and quality of the loan portfolio, prior loss
experience, level of nonperforming loans, current and anticipated general
economic conditions and the value and adequacy of collateral. Changes in the
estimate of future losses may occur due to changing economic conditions and the
economic conditions of borrowers.
A loan is considered impaired when, based on all current information and
events, it is probable that the Bancorp will be unable to collect all amounts
due according to the contractual terms of the agreement, including all scheduled
principal and interest payments. Such impaired loans are measured based on the
present value of expected future cash flows, discounted at the loan's effective
interest rate or, as a practical expedient, impairment may be measured based on
the loan's observable market price, or if, the loan is collateral - dependent,
the fair value of the collateral. When the measure of the impaired loan is less
than the recorded investment in the loan, the impairment is recorded through a
valuation allowance. Loans for which foreclosure is probable continue to be
accounted for as loans.
Each impaired loan is evaluated individually to determine the income
recognition policy. Generally, payments received are applied in accordance with
the contractual terms of the note or as a reduction of principal.
Premises and Equipment
Premises and equipment are stated at cost less accumulated depreciation and
amortization. Expenditures for maintenance and repairs that do not materially
prolong the useful lives of the assets are charged to expense as incurred.
Depreciation is computed using the straight-line method over estimated
useful lives of three to ten years for furniture and equipment and 30 years for
buildings. Amortization of leasehold improvements is computed using the
straight-line method over the shorter of ten years or the lease term.
Real Estate Owned
Bancorp records and carries real estate acquired through foreclosure at the
lower of the recorded investment in the loan or fair value less estimated
selling costs. Costs relating to development and improvement of property are
capitalized, provided that the resulting carrying value does not exceed fair
value. Costs relating to holding the assets are expensed as incurred.
Income Taxes
Deferred tax assets and liabilities are reflected at currently enacted
income tax rates applicable to the period in which the deferred tax assets or
liabilities are expected to be realized or settled. As changes in tax laws or
rates are enacted, deferred tax assets and liabilities are adjusted through the
provision for income taxes.
F-10
<PAGE>
Earnings Per Share
Basic earnings per common share is computed by dividing net income, less
dividends on preferred stock, by the weighted average number of shares of common
stock outstanding during the periods. Diluted earnings per common share is
computed by dividing net income by the weighted average number of shares of
common stock and dilutive common stock equivalents outstanding during the
periods. Common stock equivalents include the number of shares issuable on
exercise of outstanding options less the number of shares that could have been
purchased with the proceeds from the exercise of the options based on the
average price of common stock during the period plus the number of shares
issuable on conversion of the convertible preferred shares to common shares.
Financial Instruments with Off-Balance Sheet Risk
The Bancorp is a party to financial instruments with off-balance sheet risk
in the normal course of business primarily to meet the financing needs of its
customers. These financial instruments involve, to varying degrees, elements of
credit risk that are not recognized in the balance sheet.
Exposure to credit loss in the event of nonperformance by the other party
to the financial instrument for commitments to extend credit and letters of
credit written is represented by the contractual amount of those instruments.
The Bancorp generally requires collateral to support such financial instruments
in excess of the contractual amount of those instruments and essentially uses
the same credit policies in making commitments as it does for on-balance sheet
instruments.
Recent Accounting Developments
Effective October 1, 1998, the Bancorp adopted Statement of Financial
Accounting Standards, No. 133, Accounting for Derivative Instruments and Hedging
Activities ("FAS 133"). Concurrent with this adoption the Bancorp reclassified
certain investments, consisting of mortgage backed securities with original
maturities of 15 and 30 years, from the Held to Maturity category to the
Available for Sale category. These investments had a book value as of October 1,
1998 of $18.2 million and a market value as of October 1, 1998 of $18.4 million,
and the Bancorp recognized an addition to Stockholders' Equity of the difference
between book value and market value amounting to $229.6 thousand. During the
first quarter of 1999, the Bancorp entered into four interest rate swap
agreements that are accounted for as cash flow hedges. In accordance with SFAS
133, the Bancorp records the change in fair value of the swaps in comprehensive
income. To the extent that the hedge is not completely effective, the
ineffective portion is charged or credited to other income or expense. The
amounts recorded in comprehensive income subsequently are reclassified into
interest expense as a yield adjustment in the same period in which the related
interest on the certificates of deposit (CD's) affects earnings. Each of the
four swap agreements has a notional amount of $5 million, and the Bancorp agreed
to pay a rate fixed for the period of the swap and receive 3 month LIBOR. Three
of the swaps are for a period of five years and have fixed rates ranging from
5.23% to 5.29%; the fourth swap is for a period of ten years and has a fixed
rate of 5.45%. The purpose of all four of these swaps was to hedge the
variability of cash flows resulting from changes in interest rates in the
Bancorp's floating rate liabilities, specifically the Bancorp's CD's in amounts
greater than $90,000, which have maturities of one month to six months. The
Bancorp performed a regression analysis using monthly averages of both 3 month
LIBOR and the Bancorp's hedged CD's and determined that there was a highly
effective correlation. The Bancorp designated CD's that were outstanding on the
inception dates of the swaps as being hedged by the swaps, and as the hedged
CD's mature, the Bancorp has identified other individual CD's to replace them.
During the year ended December 31, 1999, approximately $5,000 of gains in
accumulated other comprehensive income related to the interest rate swaps were
reclassified into interest expense as a yield adjustment of the hedged CD's.
F-11
<PAGE>
2. Investment Securities:
The portfolio consists of the following securities:
<TABLE>
<CAPTION>
December 31, 1999
----------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Estimated Fair
Cost Gains Losses Value
----------------- ----------------- ---------- --------------
<S> <C> <C> <C> <C>
Available-for-sale:
FHLMC MBS $ 16,361,253 $ 39,461 $ 31,497 $16,369,217
GNMA MBS 2,633,942 - 44,995 2,588,947
FNMA MBS 25,509,631 255,832 87,642 25,677,821
Collateralized mortgage obligations 27,275,536 - 1,972,447 25,303,089
Commercial MBS 24,102,513 - 1,607,513 22,495,000
Obligations of counties and
municipalities 3,924,186 - 352,713 3,571,473
Corporate obligations 990,745 - 45,374 945,371
U.S. Treasury securities 791,301 780 21,987 770,094
------------ -------- ---------- -----------
$101,589,107 $296,073 $4,164,168 $97,721,012
============ ======== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1998
----------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Estimated Fair
Cost Gains Losses Value
----------------- ----------------- ---------- --------------
<S> <C> <C> <C> <C>
Available-for-sale:
FHLMC preferred stock $ 3,807,585 $ 80,939 $ - $ 3,888,524
FHLMC MBS 11,996,172 46,261 36,766 12,005,667
GNMA MBS 3,825,601 - 54,153 3,771,448
FNMA MBS 29,671,448 178,016 35,814 29,813,650
Collateralized mortgage obligations 1,526,527 2,568 - 1,529,095
Commercial MBS 18,043,819 222,332 19,901 18,246,250
Obligations of counties and
municipalities 3,234,489 11,602 25,593 3,220,498
Corporate obligations 989,319 2,981 - 992,300
U.S. Treasury and agency obligations 10,544,943 69,257 6,095 10,608,105
------------ -------- ---------- -----------
$ 83,639,903 $613,956 $ 178,322 $84,075,537
============ ======== ========== ===========
</TABLE>
F-12
<PAGE>
<TABLE>
<CAPTION>
December 31, 1999
---------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Estimated Fair
Cost Gains Losses Value
---------------- ----------------- ---------- --------------
<S> <C> <C> <C> <C>
Held-to-maturity:
FHLMC MBS $ 3,837,207 $10,235 $ 41,612 $ 3,805,831
GNMA MBS 17,177,221 1,080 244,458 16,933,843
FNMA MBS 6,764,242 1,914 142,246 6,623,910
Collateralized mortgage obligations 4,073,233 - 67,718 4,005,515
Commercial MBS 2,864,392 - 67,695 2,796,697
Obligations of counties and
municipalities 2,394,594 682 115,322 2,279,954
----------- ------- -------- -----------
$37,110,889 $13,911 $679,051 $36,445,749
=========== ======= ======== ===========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1998
---------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Estimated Fair
Cost Gains Losses Value
---------------- ----------------- ---------- --------------
<S> <C> <C> <C> <C>
Held-to-maturity:
FHLMC MBS $ 4,091,316 $ 6,484 $ 27,668 $ 4,070,132
GNMA MBS 24,305,052 1,150 301,533 24,004,669
FNMA MBS 6,779,894 5,772 53,996 6,731,670
Collateralized mortgage obligations 1,015,264 - 1,699 1,013,565
Obligations of counties and
municipalities 1,959,595 17,813 3,100 1,974,308
U.S. Treasury and agency obligations 19,531,871 59,187 37,710 19,553,348
----------- ------- -------- -----------
$57,682,992 $90,406 $425,706 $57,347,692
=========== ======= ======== ===========
</TABLE>
At December 31, 1999, held-to-maturity securities totaling $24,858,354
have adjustable rates of interest while the remaining held-to-maturity
securities totaling $12,252,536 have fixed interest rates.
At December 31, 1999, available-for-sale securities totaling
$67,570,492 have fixed interest rates, and the remaining available-for-sale
securities totaling $30,150,519 have adjustable rates of interest.
Gross gains of $88,117 and gross losses of $780,536 were realized on
the sale of investment securities during the year ended December 31, 1999. The
losses realized during 1999 were related to the restructuring of the investment
securities portfolio following the merger with The Horizon Bank. Gross gains of
$80,958 and gross losses of $13,141 were realized on the sale of investment
securities during the year ended December 31, 1998. There were no sales of
investment securities during the year ended December 31, 1997.
As of December 31, 1999 and December 31, 1998, securities having a book
value of $63,951,147 and $88,024,504, respectively, were pledged as collateral
for advances from the Federal Home Loan Bank of Atlanta ("FHLB") and as
collateral for escrow deposits in accordance with Federal and state
requirements.
F-13
<PAGE>
The following table sets forth information regarding maturity and
average yields of the investment portfolio:
<TABLE>
<CAPTION>
December 31, 1999
------------------------------------------------------------------------------------
Available-for-sale Held-to-maturity
Weighted Weighted
Fair Amortized Average Fair Amortized Average
Value Cost Yield Value Cost Yield
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mortgage-backed securities:
Maturing after 10 years $44,635,985 $ 44,504,826 6.55% $27,363,584 $27,778,670 6.11%
Collateralized mortgage obligations:
Maturing after 5 years through 10 years 2,015,127 2,089,491 6.65 - - -
Maturing after 10 years 23,287,962 25,186,045 7.28 4,005,515 4,073,233 7.67
Commercial MBS:
Maturing after 5 years through 10 years 11,325,000 12,018,195 6.95 1,987,500 2,037,909 7.41
Maturing after 10 years 11,170,000 12,084,318 6.82 809,197 826,484 8.00
Obligations of counties and municipalities:
Maturing in less than 1 year 194,756 195,000 8.00 - - -
Maturing after 1 year through 5 years - - - 198,821 199,827 4.60
Maturing after 5 years through 10 years - - - 328,245 346,246 4.45
Maturing after 10 years 3,376,716 3,729,186 4.91 1,752,887 1,848,520 4.73
Corporate obligations:
Maturing after 5 years through 10 years 945,371 990,745 6.71 - - -
U.S. Treasury obligations:
Maturing in less than 1 year 300,563 299,783 6.39 - - -
Maturing after 1 year through 5 years 469,532 491,518 5.21 - - -
----------- ------------ ----------- -----------
$97,721,012 $101,589,107 $36,445,749 $37,110,889
=========== ============ =========== ===========
</TABLE>
Contractual maturity of mortgage-backed securities is not a reliable
indicator of their expected life because borrowers have the right to repay their
obligations at any time.
F-14
<PAGE>
3. Loans Receivable:
Loans receivable consist of the following:
<TABLE>
<CAPTION>
December 31,
---------------------------
1999 1998
------------ ------------
<S> <C> <C>
Mortgage:
Residential $ 48,604,205 $ 54,822,289
Nonresidential 109,871,210 85,124,406
Construction:
Residential 7,852,907 6,948,844
Nonresidential 8,270,290 11,213,848
Non-Mortgage:
Business 54,175,076 40,814,003
Consumer 9,994,326 11,559,188
------------ ------------
Total loans receivable 238,768,014 210,482,578
Less:
Deferred loan fees, net 1,229,451 1,065,871
Allowance for loan losses 3,452,131 3,061,631
------------ ------------
Loans receivable, net $234,086,432 $206,355,076
============ ============
</TABLE>
The following sets forth information regarding the allowance for loan
losses:
<TABLE>
<CAPTION>
December 31,
---------------------------
1999 1998
------------ ------------
<S> <C> <C>
Allowance at beginning of period $ 3,061,631 $ 2,743,369
Provisions for losses charged to income 2,129,660 1,300,801
Charge-offs, net (1,739,160) (982,539)
------------ ------------
Allowance at end of period $ 3,452,131 $ 3,061,631
============ ============
</TABLE>
The Bancorp's loan portfolio is concentrated in the Northern Virginia
area. The amount of loans being serviced for others was $17,106,340 and
$13,513,792 at December 31, 1999 and 1998, respectively. At December 31, 1999,
there were 6 loans with balances totaling approximately $87,230 that had
payments ninety days or more past due on which interest was still accruing. At
December 31, 1998, there were 20 loans with balances totaling approximately
$678,700 that had payments ninety days or more past due and on which interest
was still accruing. The Bancorp had foreclosed properties on its books at
December 31, 1999 and 1998 in the following amounts respectively, $2,296,269 and
$498,087. The Bancorp had nonaccruing loans on its books at December 31, 1999
and 1998 in the following amounts respectively, $521,801 and $2,905,398.
F-15
<PAGE>
Impaired loans were as follows:
<TABLE>
<CAPTION>
December 31,
-------------------------
1999 1998
----------- -----------
<S> <C> <C>
Carrying value $ 521,801 $ 2,905,398
Allocation of general reserve 78,648 684,148
</TABLE>
The average carrying balances and interest income earned on impaired
loans were as follows:
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- ----------
<S> <C> <C> <C>
Average carrying value $ 1,239,805 $ 2,500,091 $2,291,997
Income anticipated under original loan agreements 21,845 296,367 211,849
Income recorded - - 5,000
</TABLE>
4. Premises and Equipment:
Premises and equipment consists of the following:
<TABLE>
<CAPTION>
December 31,
-------------------------
1999 1998
----------- -----------
<S> <C> <C>
Land $1,872,533 $ 1,872,533
Building and improvements 1,977,794 1,969,169
Furniture and equipment 4,123,461 3,772,676
Leasehold improvements 2,395,524 1,626,023
----------- -----------
10,369,312 9,240,401
Less: Accumulated depreciation and amortization (3,923,723) (3,717,097)
----------- -----------
Premises and equipment, net $ 6,445,589 $ 5,523,304
=========== ===========
</TABLE>
Depreciation and amortization expense aggregated $919,377, $1,210,678
and $830,861 for the years ended December 31, 1999 and December 31, 1998 and,
respectively.
F-16
<PAGE>
5. Deposits:
Deposits consist of the following:
<TABLE>
<CAPTION>
December 31,
----------------------------------------------------
1999 1998
---------------------------- -----------------------
Weighted Weighted
Average Average
Rate Amount Rate Amount
------------- ------------ -------- ------------
<S> <C> <C> <C> <C>
Demand 0.00% $ 50,325,239 0.00% $ 50,446,120
Interest checking 1.11% 25,747,713 1.12% 27,085,841
Money market and savings accounts 3.32% 75,725,516 3.19% 74,325,104
Certificates of accounts 5.51% 215,389,090 5.46% 215,048,269
---- ------------ ---- ------------
3.99% $367,187,558 3.93% $366,905,334
============ ============
</TABLE>
As of December 31, 1999, certificates of deposit mature as follows:
2000 $180,370,346
2001 17,062,049
2002 6,470,695
2003 10,307,267
2004 983,232
Therafter 195,501
------------
$215,389,090
============
Deposits with balances greater than $100,000 totaled approximately
$131,919,748 and $99,168,283 at December 31, 1999 and 1998, respectively, of
which $59,100,300 and $49,167,931 represented certificates of deposit at
December 31, 1999 and 1998, respectively.
Interest expense by deposit category follows:
<TABLE>
<CAPTION>
December 31,
-------------------------------------
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Interest checking accounts $ 324,004 $ 362,763 $ 316,751
Money market and savings accounts 1,929,025 1,929,199 1,860,190
Certificates of deposit 11,323,148 11,658,131 10,115,348
----------- ----------- -----------
$13,576,177 $13,950,093 $12,292,289
=========== =========== ===========
</TABLE>
Total cash paid for interest aggregated approximately $3,640,548,
$3,373,871, and $3,344,903 for the years ended December 31, 1999, 1998, and
1997, respectively.
6. Advances from Federal Home Loan Bank:
The Bancorp has a credit availability agreement with FHLB totaling 20%
of Southern Financial's assets. At December 31, 1999, this amount was
approximately $81,000,000. The agreement does not have a maturity date and
advances are made at FHLB's discretion. At December 31, 1999 and 1998, advances
from FHLB totaled $5,000,000 and $3,500,000, respectively. The advance
outstanding at December 31, 1999 was made at a fixed rate of 6.32%, matures
September 8, 2009, and is callable September 8, 2004. The advances at December
31, 1998 were made at variable interest rates, and the weighted average interest
rate was 5.15%.
F-17
<PAGE>
Investment securities totaling $64.0 million and $88.0 million were pledged to
secure these advances at December 31, 1999 and 1998, respectively.
7. Stockholders' Equity:
Each share of the Bancorp's preferred stock is convertible to 1.6
shares of common stock. The preferred stock has an annual dividend rate of six
percent. Dividends are payable quarterly and are cumulative.
In fiscal year 1987, the Bancorp's stockholders approved an incentive
stock option plan under which options to purchase up to 83,660 shares of common
stock could be granted. During each of the years 1994, 1997 and 1999, this plan
was amended to allow an additional 100,000 shares of common stock to be granted.
In accordance with the plan agreement, the exercise price for stock options
equals the stock's market price on the date of grant. The maximum term of all
options granted under the plans is ten years and vesting occurs after one year.
On April 9, 1991, the Horizon shareholders approved a stock option plan
authorizing options for 160,000 shares, of which 154,000 shares were granted to
eligible directors. In 1997 and 1996, the remaining 6,000 shares were granted to
officers and employees. The purchase price of the stock is $5.00 and all options
expired April 9, 1999. Compensation expense has benn recognized for options
granted at less than the market price at the measurement date.
The Bancorp accounts for its stock option plan under APB Opinion No.
25, under which no compensation cost has been recognized. Had compensation cost
for the plan been determined consistent with SFAS No. 123, "Accounting for
Stock-Based Compensation," the Bancorp's net income and earnings per share in
the Consolidated Statements of Income, would have been reduced to the following
pro forma amounts:
<TABLE>
<CAPTION>
December 31,
------------------------------------
1999 1998 1997
-------- ---------- ----------
<S> <C> <C> <C>
Net income:
As reported $960,729 $3,352,403 $2,808,064
Pro forma 668,412 3,072,743 2,646,481
-------- ---------- ----------
Basic earnings per share:
As reported 0.36 1.28 1.10
Pro forma 0.25 1.17 1.03
Diluted earnings per share:
As reported 0.35 1.22 1.06
Pro forma 0.25 1.12 1.00
-------- ---------- ----------
Weighted-average assumptions:
Expected lives (years) 10 10 10
Risk-free interest rate (%) 6.48% 4.50% 5.76%
Expected volatility (%) 21.43% 25.07% 23.39%
Expected dividends (annual per share) 0.13% 0.13% 0.13%
======== ========== ==========
</TABLE>
The Bancorp did not record any compensation costs in 1999, 1998, or
1997 related to its stock option plan. In addition, no significant modifications
to the plan were made during the periods. The fair values of the stock options
outstanding used to determine the pro forma impact of the options to
compensation expense, and thus, net income and earnings per share, were
calculated using an acceptable option pricing model using the key assumptions
detailed above.
F-18
<PAGE>
A summary of the status of the Bancorp's stock option plan as of
December 31, 1999, 1998 and 1997, respectively, and changes during the years
shares subject to options have been adjusted to reflect stock dividends.
<TABLE>
<CAPTION>
1999 1998 1997
--------------------- -------------------- -------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
----------- -------- ------- ----------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of period 235,889 $13.53 200,304 $11.07 202,127 $10.28
Granted 88,500 51,000 32,850
20.31 22.47 15.35
Exercised 27,618 12,415 27,591
6.40 9.05 10.21
Expired 7,082
7,711 17.94 3,000 19.50 11.74
------- ------ ------- ----------- --------
Outstanding at end of period 289,060 16.16 235,889 13.53 200,304 11.07
------- ------ ------- ----------- --------- --------
Options exercisable at end of period 200,560 186,889 168,804
======= ======= =========
Weighted average fair value of
options granted during the period $ 7.23 $10.29 $ 7.74
====== =========== ========
</TABLE>
The following table summarizes information about stock options
outstanding December 31, 1999:
<TABLE>
<CAPTION>
Remaining
Contractual
Exercise Options Options Life
Price Outstanding Exercisable (months)
----------------------------------------------------------------------------
<S> <C> <C> <C>
$ 7.490 7,260 7,260 6
$ 8.830 29,039 29,039 54
$ 9.610 16,133 16,133 40
$ 11.980 29,039 29,039 67
$ 12.730 9,902 9,902 79
$ 13.640 37,687 37,687 73
$ 13.750 3,000 3,000 85
$ 16.000 25,500 25,500 91
$ 21.250 31,000 31,000 97
$ 25.250 2,000 2,000 101
$ 26.000 10,000 10,000 101
$ 21.000 51,500 - 110
$ 20.625 12,000 - 111
$ 20.250 3,000 - 114
$ 20.000 7,000 - 116
$ 17.875 15,000 - 118
----------------------------------------------------------------------------
289,060 200,560
============================================================================
</TABLE>
There were 21 option holders at December 31, 1999. Options exercised
during 1999 had exercise prices ranging from $9.30 to $16.00. Options exercised
during 1998 had exercise prices ranging from $8.99 to $16.00. Options exercised
during 1997 had exercise prices ranging from $7.49 to $13.64. The closing price
of the Bancorp's stock at December 31, 1999 was $16.50 per share.
F-19
<PAGE>
8. Regulatory Matters:
The Bancorp's primary supervisory agent is the Federal Reserve Bank.
The Federal Reserve Bank has mandated certain minimum capital standards for the
industry. In addition, the Federal Deposit Insurance Corporation Improvement Act
of 1991 ("FDICIA") outlines various levels of capital adequacy for the industry.
Failure to meet minimum capital requirements can initiate certain
mandatory - and possibly additional discretionary - actions by regulation that,
if undertaken, could have a direct material effect on the Bancorp's financial
statements. Under capital adequacy guidelines and the regulatory framework for
prompt corrective action, the Bancorp must meet specific capital guidelines that
involve quantitative measures of the Bancorp's assets, liabilities, and certain
off-balance-sheet items as calculated under regulatory accounting practices. The
Bancorp's capital amounts and classification are also subject to qualitative
judgements by the regulators about components, risk weightings, and other
factors.
Quantitative measures established by regulation to ensure capital
adequacy require the Bancorp to maintain minimum amounts and ratios (set forth
in the table below) of total and Tier I capital (as defined in the regulations)
to risk-weighted assets (as defined), and of Tier I capital (as defined) to
average assets (as defined).
As of December 31, 1999, the Federal Reserve Bank categorized the
Bancorp as well capitalized under the regulatory framework for prompt corrective
action. To be categorized as adequately capitalized the Bancorp must maintain
minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set
forth in the table. There are no conditions or events since that notification
that management believes have changed the institution's category.
The Bancorp's actual capital amounts and ratios are also presented in
the tables below. (All dollar amounts are in thousands.)
<TABLE>
<CAPTION>
For To Be Well Capitalized
Capital Adequacy Under Prompt Corrective
Actual Purposes Action Provisions
----------------- --------------------- ---------------------
Amount Ratio Amount Ratio Amount Ratio
------- ------ ------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1999
Total Capital $33,704 12.2% $22,142 8.0% $27,677 10.0%
(to risk-weighted assets)
Tier I Capital 30,252 10.9 11,071 4.0 16,606 6.0
(to risk-weighted assets)
Tier I Capital 30,252 7.5 16,140 4.0 20,175 5.0
(to average assets)
As of December 31, 1998
Total Capital 33,188 14.1 18,841 8.0 23,551 10.0
(to risk-weighted assets)
Tier I Capital 30,079 12.8 9,420 4.0 14,131 6.0
(to risk-weighted assets)
Tier I Capital 30,079 7.8 15,340 4.0 19,175 5.0
(to average assets)
</TABLE>
F-20
<PAGE>
9. Parent Company Activity:
The Bancorp owns all of the outstanding shares of the Bank. Summary
financial statements of the Bancorp follow:
<TABLE>
<CAPTION>
BALANCE SHEETS December 31,
-------------------------------------
1999 1998
----------- -----------
<S> <C> <C>
Assets:
Cash $ 3,047 $ 1,843
Investment in subsidiaries 28,663,963 30,626,987
Other assets 200,050 -
Total assets $28,867,060 $30,628,830
----------- -----------
Liabilities:
Other liabilities $ 2,963 $ 2,963
Total stockholders' equity 28,864,097 30,625,867
Total liabilities and stockholders' equity $28,867,060 $30,628,830
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF INCOME Year Ended December 31,
------------------------------------------------
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Equity in earnings of Southern Financial Bank $ 955,539 $ 3,352,403 $ 2,808,064
Equity in earnings of Southern Web Tech 5,190 - -
$ 960,729 $ 3,352,403 $ 2,808,064
=========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS Year Ended December 31,
-----------------------------------------------
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Operating activities:
Net income $ 960,729 $ 3,352,403 $ 2,808,064
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Equity in undistributed income of subsidiaries 202,446 (2,932,412) (2,605,511)
Other operating activities (200,050) - 3,385
----------- ----------- -----------
Net cash provided by operating activities 963,125 419,991 205,938
----------- ----------- -----------
Net cash used by investing activities:
Investment in Southern WebTech and P/S Web
Services (249,950) - -
----------- ----------- -----------
Financing activities:
Issuance of common stock 172,628 112,311 281,584
Dividends on preferred and common stock (884,599) (596,127) (455,344)
----------- ----------- -----------
Net cash used by financing activities (711,971) (483,816) (173,760)
Increase (decrease) in cash 1,204 (63,825) 32,178
Cash, beginning of year 1,843 65,668 33,490
----------- ----------- -----------
Cash, end of year $ 3,047 $ 1,843 $ 65,668
=========== =========== ===========
</TABLE>
F-21
<PAGE>
10. Estimated Fair Value of Financial Instruments:
The assumptions used and the estimates disclosed below in connection
with the fair value of the Bancorp's financial statements represent management's
best judgment of appropriate valuation methods. These estimates are based on
pertinent information available to management as of December 31, 1999. In
certain cases, fair values are not subject to precise quantification or
verification and may change as economic and market factors, and management's
evaluation of those factors change.
Although management uses its best judgment in estimating the fair value
of these financial instruments, there are inherent limitations in any estimation
technique. Therefore, these fair value estimates are not necessarily indicative
of the amounts that the Bancorp would realize in a market transaction. Because
of the wide range of valuation techniques and the numerous estimates which must
be made, it may be difficult to make reasonable comparisons of the Bancorp's
fair value information to that of other financial institutions. It is important
that the many uncertainties discussed above be considered when using the
estimated fair value disclosures and to realize that because of these
uncertainties, the aggregate fair value amount should in no way be construed as
representative of the underlying value of the Bancorp. The estimated fair values
of the Bancorp's financial instruments at December 31, 1999 and 1998 are as
follows:
<TABLE>
<CAPTION>
December 31,
-----------------------------------------------------
(dollars in thousands) 1999 1998
----------------------- -----------------------
Carrying Carrying
Amount Fair Value Amount Fair Value
-------- ---------- ------ ----------
<S> <C> <C> <C> <C>
Financial assets:
Cash and amounts due from banks $ 17,132 $ 17,132 $ 42,595 $ 42,595
Available-for-sale securities 97,721 97,721 84,076 84,076
Held-to-maturity securities 37,111 36,446 57,683 57,348
Loans receivable, net of allowance 234,086 231,761 206,355 208,604
Loans held for sale 442 442 603 603
Financial liabilities:
Deposits
Checking accounts 76,073 70,026 97,579 94,244
Money market and savings accounts 75,726 69,707 54,278 53,818
Certificates of deposit 215,389 214,577 215,048 216,038
Off balance sheet instruments
Interest rate swaps 440 1,395 - -
</TABLE>
The following methods and assumptions were used to estimate the fair
value amounts at December 31, 1999 and 1998:
Cash and Due from Banks
Carrying amount approximates fair value.
Available-for-Sale Securities
Fair value is based on quoted market prices.
F-22
<PAGE>
Held-to-Maturity Securities
Fair value is based on quoted market prices.
Loans Receivable, Net of Allowance
Fair value of loans is estimated using discounted cash flow analyses
based on contractual repayment schedules. The discount rates used in these
analyses are based on either the interest rates paid on U.S. Treasury securities
of comparable maturities adjusted for credit risk and non-interest operating
costs or the interest rates currently offered by the Bancorp for loans with
similar terms to borrowers of similar credit quality.
Loans Held for Sale
Fair value is based on selling prices arranged by arms-length contracts
with third parties.
Deposits
Fair value of deposit liabilities payable on demand, consisting of NOW
accounts, money market deposits, statement savings and other deposit accounts is
estimated using discounted cash flow analyses based on an assumed decay of core
balances over time. The indicated fair value does not consider the value of the
Bancorp's estimated deposit customer relationships. Fair value of fixed-rate
certificates of deposit is estimated based on discounted cash flow analyses
using the remaining maturity of the underlying accounts and interest rates
currently offered on certificates of deposit with similar original maturities.
Off-Balance Sheet Instruments
The difference between the original fees charged by the Bank for
commitments to extend credit and letters of credit and the current fees charged
to enter into similar agreements is immaterial.
11. Savings Plan:
The Bancorp began an employee savings plan (the "Savings Plan") that
qualifies as a deferred salary arrangement under Section 401(k) of the Internal
Revenue Code. Under the Savings Plan, participating employees may defer a
portion of their pretax earnings, up to the Internal Revenue Service annual
contribution limit. The Bancorp matches one half of each employee's
contributions on a discretionary basis based on Bancorp profit, such match not
to exceed 3 percent of the employee's earnings. The Bancorp's matching
contributions to the Savings Plan were $70,275, $60,213 and $40,308 for the
years ended December 31, 1999, 1998, and 1997, respectively.
12. Provision for Income Taxes:
The provision for income taxes consists of the following
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Current benefit provision:
Federal $ (463,160) $1,400,752 $1,517,683
Deferred (benefit) provision:
Federal 1,065,860 41,323 (185,883)
---------- ---------- ----------
$ 602,700 $1,442,075 $1,331,800
========== ========== ==========
</TABLE>
F-23
<PAGE>
Deferred income taxes reflect temporary differences in the recognition
of revenue and expenses for tax reporting and financial statement purposes,
principally because certain items, such as the allowance for loan losses and
loan fees, are recognized in different periods for financial reporting and tax
return purposes. A valuation allowance has not been established for deferred tax
assets. Realization of the deferred tax asset is dependent on generating
sufficient taxable income. Although realization is not assured, management
believes it is more likely than not that all of the deferred tax asset will be
realized.
Deferred tax assets and liabilities were comprised of the following
significant components as of December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Assets:
Provision for losses on loans and real estate owned $479,423 $ 547,275
Valuation of loans and securities - 134,183
Depreciation 155,380 136,731
Nonaccrual interest 93,981 33,572
Real estate owned 77,655 -
Lease 51,000 -
Other 22,062 2,110
--------- ----------
Gross deferred tax assets 879,501 853,871
--------- ----------
Liabilities:
FHLB dividend 15,858 35,771
Deferred loan fees 368,055 144,662
Valuation of loans and securities 888,010 -
--------- ----------
Gross deferred tax liabilities 1,271,923 180,433
--------- ----------
Net deferred tax assets (liability) attributable to operations (392,422) 673,438
========= ==========
</TABLE>
The provision for income taxes differs from the amount of income tax
determined by applying the applicable U.S. statutory Federal income tax rate to
pretax income as a result of the following differences:
<TABLE>
<CAPTION>
December 31,
---------------------------------
1999 1998 1997
-------- ---------- -------
<S> <C> <C> <C>
Statutory Federal Income tax rate 34% 34% 34%
Dividend received deduction - -2 -2
Merger expenses 12 - -
Prior year adjustment -4 -2 -
Other -3 - -
-------- ---------- -------
Effective tax rate 39% 30% 32%
-------- ---------- -------
</TABLE>
Cash paid for income taxes was $1,218,000, $1,432,000, and $1,004,040
for the years ended December 31, 1999, 1998, and 1997, respectively.
F-24
<PAGE>
13. Commitments:
The Bank leases its corporate headquarters and branch facilities under
operating lease agreements. Most of the leases provide for the payment of
property taxes and other costs by the Bank and include one or more renewal
options ranging up to ten years. Annual rental commitments under all lease
agreements consist of the following at December 31, 1999:
<TABLE>
<CAPTION>
Real
Property Sublease
Leases Income Total
----------- ---------- ----------
<S> <C> <C> <C>
2000 $ 1,130,015 $ 171,708 $ 958,307
2001 1,097,177 181,186 915,991
2002 992,139 163,806 828,333
2003 947,279 164,132 783,147
2004 716,201 83,908 632,293
2005 and Thereafter 1,802,714 - 1,802,714
----------- ---------- ----------
$ 6,685,525 $ 764,740 $5,920,785
----------- ---------- ----------
</TABLE>
Rent expense aggregated $1,071,905, $905,792, and $960,204 for the
years ended December 31, 1999, 1998, and 1997, respectively.
Outstanding loan commitments amounted to $11,945,081 (of which
$1,100,000 had fixed interest rates) and $11,842,340 (of which $3,887,840 had
fixed interest rates) at December 31, 1999 and 1998, respectively. The Bank had
commitments from investors of $542,000 and $1,171,500 to purchase loans from the
Bank at December 31, 1999 and 1998, respectively.
At December 31, 1999, the Bank had commercial letters of credit
outstanding in the amount of approximately $1,930,000.
At December 31, 1999, the Bank had unfunded lines of credit of
$31,606,535 and undisbursed construction loan funds of $8,171,067.
F-25
<PAGE>
14. Earnings Per Share:
The following table shows the weighted average number of shares used in
computing earnings per share and the effect on weighted average number of shares
of potential diluted common stock. Potential dilutive common stock has no effect
on income available to common stockholders. Income attributable to preferred
stock is immaterial. Earnings per share amounts for prior periods have been
restated to give effect to the application of SFAS 128 which was adopted in
1997.
<TABLE>
<CAPTION>
1999 1998 1997
------------------------ ---------------------- ------------------
Per Per Per
Share Share Share
Shares Amount Shares Amount Shares Amount
--------- ---------- --------- ---------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS 2,648,643 $ 0.36 2,618,930 $ 1.28 2,558,622 $1.10
========= ========== ========= ========== ========= =====
Effect of dilution
Securities:
Stock Options 51,633 105,139 63,872
Convertible Preferred Stock 21,975 23,657 25,223
--------- ---------- ----------
Diluted EPS 2,722,251 $ 0.35 2,747,726 $ 1.22 2,647,717 $1.06
========= ========== ========== ========== ========== ======
</TABLE>
15. Quarterly Financial Information (Unaudited - in thousands, except per
share data):
<TABLE>
<CAPTION>
Quarter Quarter Quarter Quarter
Ended Ended Ended Ended
Dec. 31, Sept. 30, June 30, March 31,
1999 1999 1999 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net interest income $ 4,096 $ 3,944 $ 3,876 $ 3,532
Provision for loan losses 300 1,049 440 341
Total other income (79) 918 975 1,020
Total other expense 3,749 4,870 3,040 2,930
Net income (205) (710) 989 887
Earnings per share:
Basic (0.08) (0.27) 0.37 0.34
Diluted (0.08) (0.27) 0.36 0.32
Weighted average shares outstanding:
Basic 2,658,587 2,652,163 2,644,415 2,636,544
Diluted 2,658,587 2,652,163 2,722,633 2,734,200
</TABLE>
F-26
<PAGE>
<TABLE>
<CAPTION>
Quarter Quarter Quarter Quarter
Ended Ended Ended Ended
Dec. 31, Sept. 30, June 30, March 31,
1998 1998 1998 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net interest income $ 3,749 $ 3,386 $ 3,187 $ 3,315
Provision for loan losses 300 384 328 289
Total other income 756 883 753 753
Total other expense 2,860 2,777 2,484 2,566
Net income 917 760 857 818
Earnings per share:
Basic 0.35 0.29 0.33 0.32
Diluted 0.34 0.28 0.31 0.30
Weighted average shares outstanding
Basic 2,624,335 2,619,639 2,603,813 2,583,108
Diluted 2,736,928 2,743,051 2,739,487 2,715,945
</TABLE>
F-27
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 12,667,620
<INT-BEARING-DEPOSITS> 4,464,338
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 97,721,012
<INVESTMENTS-CARRYING> 37,110,889
<INVESTMENTS-MARKET> 36,445,749
<LOANS> 234,086,432
<ALLOWANCE> 3,452,131
<TOTAL-ASSETS> 406,221,564
<DEPOSITS> 367,187,558
<SHORT-TERM> 0
<LIABILITIES-OTHER> 5,167,909
<LONG-TERM> 5,000,000
0
136
<COMMON> 26,562
<OTHER-SE> 28,837,399
<TOTAL-LIABILITIES-AND-EQUITY> 406,221,564
<INTEREST-LOAN> 19,982,224
<INTEREST-INVEST> 9,773,796
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 29,756,020
<INTEREST-DEPOSIT> 13,576,177
<INTEREST-EXPENSE> 14,307,978
<INTEREST-INCOME-NET> 15,448,042
<LOAN-LOSSES> 2,129,660
<SECURITIES-GAINS> (692,419)
<EXPENSE-OTHER> 14,588,970
<INCOME-PRETAX> 1,563,429
<INCOME-PRE-EXTRAORDINARY> 960,729
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 960,729
<EPS-BASIC> 0.36
<EPS-DILUTED> 0.35
<YIELD-ACTUAL> 7.82
<LOANS-NON> 521,456
<LOANS-PAST> 87,230
<LOANS-TROUBLED> 67,521
<LOANS-PROBLEM> 2,966,842
<ALLOWANCE-OPEN> 3,061,631
<CHARGE-OFFS> 1,433,160
<RECOVERIES> 306,000
<ALLOWANCE-CLOSE> 3,452,131
<ALLOWANCE-DOMESTIC> 3,452,131
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,015,216
</TABLE>
