SEC Comment Letter 0000000000-23-012634 to Virginia National Bankshares Corp (VABK) (CIK 0001572334) (VABK)
Virginia National Bankshares Corp (VABK) (CIK 0001572334)
Date: Nov. 17, 2023 · CIK: 0001572334 · Accession: 0000000000-23-012634
AI Filing Summary & Sentiment
File numbers found in text: 001-40305
Letter
United States securities and exchange commission logo November 17, 2023 Tara Y. Harrison Executive Vice President & Chief Financial Officer Virginia National Bankshares Corporation 404 People Place Charlottesville, VA 22911 Re:Virginia National Bankshares Corporation Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 29, 2023 File No. 001-40305 Dear Tara Y. Harrison: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Presentations, page 33 1.We note your disclosure of Non-GAAP measures for "ALLL to total loans, excluding acquired loans and fair value mark" and "ALLL + fair value mark to total loans" here and in your quarterly reports filed on Form 10-Q. It appears that disclosing these financial measures and metrics excluding the impact of purchase accounting or adding purchase accounting fair value mark adjustments represent individually tailored recognition and measurement methods. Accordingly, please revise your disclosures, in future filings, to remove such measures. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameTara Y. Harrison Comapany NameVirginia National Bankshares Corporation November 17, 2023 Page 2 FirstName LastName Tara Y. Harrison Virginia National Bankshares Corporation November 17, 2023 Page 2 Please contact Jee Yeon Ahn at 202-551-3673 or Robert Klein at 202-551-3847 with any questions. Sincerely, Division of Corporation Finance Office of Finance
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United States securities and exchange commission logo
November 17, 2023
Tara Y. Harrison
Executive Vice President & Chief Financial Officer
Virginia National Bankshares Corporation
404 People Place
Charlottesville, VA 22911
Re:Virginia National Bankshares Corporation
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 29, 2023
File No. 001-40305
Dear Tara Y. Harrison:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Presentations, page 33
1.We note your disclosure of Non-GAAP measures for "ALLL to total loans, excluding
acquired loans and fair value mark" and "ALLL + fair value mark to total loans" here and
in your quarterly reports filed on Form 10-Q. It appears that disclosing these financial
measures and metrics excluding the impact of purchase accounting or adding purchase
accounting fair value mark adjustments represent individually tailored recognition and
measurement methods. Accordingly, please revise your disclosures, in future filings, to
remove such measures. Refer to Question 100.04 of the Non-GAAP Financial Measures
Compliance & Disclosure Interpretations.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
FirstName LastNameTara Y. Harrison
Comapany NameVirginia National Bankshares Corporation
November 17, 2023 Page 2
FirstName LastName
Tara Y. Harrison
Virginia National Bankshares Corporation
November 17, 2023
Page 2
Please contact Jee Yeon Ahn at 202-551-3673 or Robert Klein at 202-551-3847 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Finance