Correspondence 0000950170-23-067333 from Virginia National Bankshares Corp (VABK) (CIK 0001572334) (VABK)
Virginia National Bankshares Corp (VABK) (CIK 0001572334)
Date: Dec. 1, 2023 · CIK: 0001572334 · Accession: 0000950170-23-067333
AI Filing Summary & Sentiment
File numbers found in text: 001-40305
Referenced dates: November 17, 2023
Letter
Re: Virginia National Bankshares Corporation
December 1, 2023
Division of Corporation Finance
Office of Finance
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K for the Fiscal Year ended December 31, 2022
Filed March 29, 2023
File No. 001-40305
To the Division of Corporation Finance:
This letter serves to respond to your letter dated November 17, 2023 regarding the disclosure of the Non-GAAP measures for "ALLL to total loans, excluding acquired loans and fair value mark" and "ALLL + fair value mark to total loans." Since the adoption of CECL effective January 1, 2023, we have discontinued using the Non-GAAP measure of "ALLL to total loans, excluding acquired loans and fair value mark."
We do feel strongly, however, that the use of the Non-GAAP measure for "ACL + fair value mark to total loans" (note that ACL replaced ALLL upon the adoption of CECL) provides the reader with valuable information. We often have investors ask us to provide such metric. In reading and examining the interpretations in Question 100.04 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations, all of the examples cited (although labeled as not limited to) relate to income statement items and not balance sheet items. The Non-GAAP measure in question does not change the recognition and measurement principles required to be applied in accordance with GAAP. The measure is acknowledged as being Non-GAAP and a reconciliation is provided. In our financial services industry, the proper allocation of a credit mark associated with purchased loans during an acquisition is vital to the financial success of the acquisition. Keeping the investors and other readers of the financial statements aware of the remaining credit mark, and how it complements the ACL, is an important component of the Management's Discussion and Analysis that we prefer to maintain.
We look forward to your consideration and response.
Sincerely,
/s/ Tara Y. Harrison
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CORRESP
December 1, 2023
Division of Corporation Finance
Office of Finance
Securities and Exchange Commission
Washington, D.C. 20549
Re: Virginia National Bankshares Corporation
Form 10-K for the Fiscal Year ended December 31, 2022
Filed March 29, 2023
File No. 001-40305
To the Division of Corporation Finance:
This letter serves to respond to your letter dated November 17, 2023 regarding the disclosure of the Non-GAAP measures for "ALLL to total loans, excluding acquired loans and fair value mark" and "ALLL + fair value mark to total loans." Since the adoption of CECL effective January 1, 2023, we have discontinued using the Non-GAAP measure of "ALLL to total loans, excluding acquired loans and fair value mark."
We do feel strongly, however, that the use of the Non-GAAP measure for "ACL + fair value mark to total loans" (note that ACL replaced ALLL upon the adoption of CECL) provides the reader with valuable information. We often have investors ask us to provide such metric. In reading and examining the interpretations in Question 100.04 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations, all of the examples cited (although labeled as not limited to) relate to income statement items and not balance sheet items. The Non-GAAP measure in question does not change the recognition and measurement principles required to be applied in accordance with GAAP. The measure is acknowledged as being Non-GAAP and a reconciliation is provided. In our financial services industry, the proper allocation of a credit mark associated with purchased loans during an acquisition is vital to the financial success of the acquisition. Keeping the investors and other readers of the financial statements aware of the remaining credit mark, and how it complements the ACL, is an important component of the Management's Discussion and Analysis that we prefer to maintain.
We look forward to your consideration and response.
Sincerely,
/s/ Tara Y. Harrison
Tara Y. Harrison, CPA
Executive Vice President & Chief Financial Officer