UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
(Mark One)
þ quarterly report pursuant to section 13 or 15(d) of the securities exchange act of 1934
For the quarterly period ended
|
March 31, 2005 |
or
o transition report pursuant to section 13 or 15(d) of the securities exchange act of 1934
For the transition period from___________________________________________to_________________________________________
Commission File Number:
|
0-10971 |
ABIGAIL ADAMS NATIONAL BANCORP, INC.
| Delaware | 52-1508198 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 1130 Connecticut Ave., NW, Washington, DC | 20036 | |
| (Address of principal executive offices) | (Zip Code) | |
202.772.3600
n/a
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
| As of May 9, 2005, registrant had outstanding 3,323,576 shares of Common stock. |
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION | PAGE | |||||
Item 1 -
|
Condensed Consolidated Financial Statements | |||||
| Condensed Consolidated Balance Sheets | 1 | |||||
| Condensed Consolidated Statements of Income | 2 | |||||
| Condensed Consolidated Statements of Changes in Stockholders Equity | 3 | |||||
| Condensed Consolidated Statements of Cash Flows | 4 | |||||
| Notes to Condensed Consolidated Financial Statements | 5 | |||||
Item 2 -
|
Managements Discussion and Analysis | 8 | ||||
Item 3 -
|
Quantitative and Qualitative Disclosures About Market Risk | 13 | ||||
Item 4 -
|
Controls and Procedures | 14 | ||||
| PART II - OTHER INFORMATION | ||||||
Item 1 -
|
Legal Proceedings | 14 | ||||
Item 2 -
|
Unregistered Sales of Equity Securities and Use of Proceeds | 14 | ||||
Item 3 -
|
Defaults Upon Senior Securities | 14 | ||||
Item 4 -
|
Submission of Matters to Vote of Security Holders | 14 | ||||
Item 5 -
|
Other Information | 14 | ||||
Item 6 -
|
Exhibits | 14 | ||||
Signatures
|
15 | |||||
Exhibit 31.1
|
16 | |||||
Exhibit 31.2
|
17 | |||||
Exhibit 32
|
18 | |||||
ABIGAIL ADAMS NATIONAL BANCORP, INC. AND SUBSIDIARY
Consolidated Balance Sheets
March 31, 2005 (unaudited) and December 31, 2004
| Assets | March 31, 2005 | December 31, 2004 | ||||||
Cash and due from banks |
$ | 11,599,368 | $ | 5,108,881 | ||||
Federal funds sold |
2,183,000 | 10,374,000 | ||||||
Interest-earning deposits in other banks |
5,481,361 | 2,419,794 | ||||||
Total cash and cash equivalents |
19,263,729 | 17,902,675 | ||||||
Investment securities available for sale, at fair value |
33,000,243 | 33,889,746 | ||||||
Investment securities held to maturity (market values of
$16,442,858 and $16,817,816 for 2005 and 2004, respectively) |
16,829,412 | 16,944,928 | ||||||
Loans |
174,226,451 | 180,272,019 | ||||||
Less: allowance for loan losses |
(2,720,596 | ) | (2,557,987 | ) | ||||
Loans, net |
171,505,855 | 177,714,032 | ||||||
Premises and equipment, net |
1,228,003 | 1,136,125 | ||||||
Other assets |
4,393,960 | 3,604,781 | ||||||
Total assets |
$ | 246,221,202 | $ | 251,192,287 | ||||
Liabilities and Stockholders Equity |
||||||||
Liabilities: |
||||||||
Deposits |
||||||||
Noninterest-bearing deposits |
$ | 61,483,739 | $ | 59,675,550 | ||||
Interest-bearing deposits |
149,072,612 | 155,691,528 | ||||||
Total deposits |
210,556,351 | 215,367,078 | ||||||
Short-term borrowings |
2,206,861 | 2,667,414 | ||||||
Long-term debt |
6,899,344 | 7,126,751 | ||||||
Other liabilities |
1,650,935 | 1,271,060 | ||||||
Total liabilities |
221,313,491 | 226,432,303 | ||||||
Commitments and contingencies (Note 2) |
||||||||
Stockholders equity: |
||||||||
Common stock, $0.01 par value, authorized 5,000,000 shares; |
||||||||
issued 3,340,904 shares in 2005 and 3,340,904 shares in 2004 |
||||||||
outstanding 3,322,820 shares in 2005 and 3,322,820 shares in
2004 |
33,409 | 33,409 | ||||||
Additional paid-in capital |
22,624,690 | 22,627,824 | ||||||
Retained earnings |
2,785,584 | 2,279,153 | ||||||
Less: Treasury stock, 18,084 shares in 2005 and 2004, at cost |
(98,349 | ) | (98,349 | ) | ||||
Accumulated other comprehensive loss |
(437,623 | ) | (82,053 | ) | ||||
Total stockholders equity |
24,907,711 | 24,759,984 | ||||||
Total liabilities and stockholders equity |
$ | 246,221,202 | $ | 251,192,287 | ||||
| See Notes to Condensed Consolidated Financial Statements |
1
ABIGAIL ADAMS NATIONAL BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Income
For the Three Months Ended March 31, 2005 and 2004
(Unaudited)
| 2005 | 2004 | |||||||
Interest Income |
||||||||
Interest and fees on loans |
$ | 3,133,634 | $ | 2,749,628 | ||||
Interest and dividends on investment securities |
545,014 | 513,339 | ||||||
Other interest income |
67,865 | 22,802 | ||||||
Total interest income |
3,746,513 | 3,285,769 | ||||||
Interest Expense |
||||||||
Interest on deposits |
559,904 | 379,272 | ||||||
Interest on short-term borrowings |
3,810 | 6,339 | ||||||
Interest on long-term debt |
55,105 | 73,083 | ||||||
Total interest expense |
618,819 | 458,694 | ||||||
Net interest income |
3,127,694 | 2,827,075 | ||||||
Provision for loan losses |
65,000 | 105,000 | ||||||
Net interest income after provision for loan losses |
3,062,694 | 2,722,075 | ||||||
Noninterest income |
||||||||
Service charges on deposit accounts |
314,488 | 406,719 | ||||||
Gain on sale of investment securities |
| 27,055 | ||||||
Other income |
113,816 | 21,458 | ||||||
Total noninterest income |
428,304 | 455,232 | ||||||
Noninterest expense |
||||||||
Salaries and employee benefits |
1,055,289 | 898,708 | ||||||
Occupancy and equipment expense |
334,494 | 333,537 | ||||||
Professional fees |
89,582 | 110,409 | ||||||
Data processing fees |
115,496 | 131,524 | ||||||
Other operating expense |
369,307 | 344,103 | ||||||
Total noninterest expense |
1,964,168 | 1,818,281 | ||||||
Income before provision for income taxes |
1,526,830 | 1,359,026 | ||||||
Provision for income taxes |
605,044 | 540,735 | ||||||
Net Income |
$ | 921,786 | $ | 818,291 | ||||
Earnings per share: |
||||||||
Basic |
$ | 0.28 | $ | 0.25 | ||||
Diluted |
$ | 0.28 | $ | 0.25 | ||||
Average common shares outstanding: |
||||||||
Basic |
3,322,820 | 3,315,777 | ||||||
Diluted |
3,331,373 | 3,329,121 | ||||||
Dividends per share: |
$ | 0.125 | $ | 0.114 | ||||
| See Notes to Condensed Consolidated Financial Statements |
2
ABIGAIL ADAMS NATIONAL BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Changes in Stockholders Equity
Three Months Ended March 31, 2005 and 2004
(Unaudited)
| Accumulated | ||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||
| Common | Paid-in | Retained | Treasury | Comprehensive | ||||||||||||||||||||
| Stock | Capital | Earnings | Stock | Income (Loss) | Total | |||||||||||||||||||
Balance at December 31, 2003 |
$ | 30,308 | $ | 17,241,143 | $ | 5,578,431 | ($98,349 | ) | $ | 123,549 | $ | 22,875,082 | ||||||||||||
Comprehensive income: |
||||||||||||||||||||||||
Net income |
| | 818,291 | | | 818,291 | ||||||||||||||||||
Unrealized gains during period of
$369,239 on investment securities
available for sale, net of taxes
of $149,850 and reclassification
adjustment for gains on sales of
available for sale securities of
$27,055, net of taxes of $16,075 |
| | | | 203,314 | 203,314 | ||||||||||||||||||
Total comprehensive income |
| | | | | 1,021,605 | ||||||||||||||||||
Dividends declared ($0.114 per share) |
| | (376,794 | ) | | | (376,794 | ) | ||||||||||||||||
Balance at March 31, 2004 |
$ | 30,308 | $ | 17,241,143 | $ | 6,019,928 | ($98,349 | ) | $ | 326,863 | $ | 23,519,893 | ||||||||||||
Balance at December 31, 2004 |
$ | 33,409 | $ | 22,627,824 | $ | 2,279,153 | ($98,349 | ) | ($82,053 | ) | $ | 24,759,984 | ||||||||||||
Comprehensive income: |
||||||||||||||||||||||||
Net income |
| | 921,786 | | | 921,786 | ||||||||||||||||||
Unrealized losses during the
period of ($598,438)on investment
securities available for sale, net
of tax benefit of ($242,868) |
| | | | (355,570 | ) | (355,570 | ) | ||||||||||||||||
Total comprehensive income |
| | | | | 566,216 | ||||||||||||||||||
Fractional shares 10% stock dividend |
| (3,134 | ) | | | | (3,134 | ) | ||||||||||||||||
Dividends declared ($0.125 per share) |
| | (415,355 | ) | | | (415,355 | ) | ||||||||||||||||
Balance at March 31, 2005 |
$ | 33,409 | $ | 22,624,690 | $ | 2,785,584 | ($98,349 | ) | $ | (437,623 | ) | $ | 24,907,711 | |||||||||||
| See Notes to Condensed Consolidated Financial Statements |
3
ABIGAIL ADAMS NATIONAL BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2005 and 2004
(Unaudited)
| 2005 | 2004 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 921,786 | $ | 818,291 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Provision for loan losses |
65,000 | 105,000 | ||||||
Depreciation and amortization |
74,091 | 74,305 | ||||||
Accretion of loan discounts and fees |
(69,745 | ) | (51,544 | ) | ||||
Gain on sale of investment securities |
| (27,055 | ) | |||||
Net premium amortization on investment securities |
18,228 | 26,938 | ||||||
Deferred income tax benefits |
(14,267 | ) | | |||||
Increase in other assets |
(532,045 | ) | (516,258 | ) | ||||
Increase in other liabilities |
379,875 | 625,625 | ||||||
Net cash provided by operating activities |
842,923 | 1,055,302 | ||||||
Cash flows from investing activities: |
||||||||
Proceeds from repayment of mortgage-backed securities held to maturity |
114,588 | 226,992 | ||||||
Proceeds from repayment of mortgage-backed securities available for sale |
273,766 | 302,215 | ||||||
Proceeds from the sale of investment securities available for sale |
| 616,553 | ||||||
Purchase of investment securities available for sale |
| (4,866,845 | ) | |||||
Net decrease (increase) in loans |
6,212,922 | (2,220,703 | ) | |||||
Purchase of premises and equipment, net |
(165,970 | ) | (42,850 | ) | ||||
Net cash provided (used in) by investing activities |
6,435,306 | (5,984,638 | ) | |||||
Cash flows from financing activities: |
||||||||
Net decrease in transaction and savings deposits |
(6,843,612 | ) | (8,828,389 | ) | ||||
Net increase (decrease) in time deposits |
2,032,886 | (1,541,133 | ) | |||||
Net decrease in short-term borrowings |
(460,553 | ) | (2,346,585 | ) | ||||
Repayment of Federal Home Loan Bank borrowings |
(227,407 | ) | (224,932 | ) | ||||
Payment of 10% stock dividend on fractional shares |
(3,134 | ) | | |||||
Cash dividends paid to common stockholders |
(415,355 | ) | (376,794 | ) | ||||
Net cash used in financing activities |
(5,917,175 | ) | (13,317,833 | ) | ||||
Net increase(decrease) in cash and cash equivalents |
1,361,054 | (18,247,169 | ) | |||||
Cash and cash equivalents at beginning of year |
17,902,675 | 28,567,868 | ||||||
Cash and cash equivalents at end of year |
$ | 19,263,729 | $ | 10,320,699 | ||||
Supplementary disclosures: |
||||||||
Interest paid on deposits and borrowings |
$ | 522,589 | $ | 404,244 | ||||
Income taxes paid |
$ | 850,000 | $ | 119,470 | ||||
| See Notes to Condensed Consolidated Financial Statements |
4
ABIGAIL ADAMS NATIONAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements
1. Basis of presentation
Abigail Adams National Bancorp, Inc. (the Company) is the parent company of The Adams National
bank (the Bank). As used herein, the term Company includes the Bank, unless the context otherwise
requires.
The Company prepares its consolidated financial statements on the accrual basis and in conformity with accounting principles generally accepted in the United States, the instructions for Form 10-Q, and regulation S-X. The accompanying financial statements are unaudited except for the balance sheet at December 31, 2004, which was derived from the audited consolidated financial statements as of that date. The unaudited information furnished herein reflects all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. These statements should be read in conjunction with the consolidated financial statements and accompanying notes included with the Companys 2004 Annual Report to Stockholders, since they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America. Operating results for the three months ended March 31, 2005 (unaudited) are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. Certain reclassifications may have been made to amounts previously reported for 2004 to conform with the 2005 presentation. The earnings per share, average shares outstanding, and dividends per share data for the three months ended March 31, 2004 have been adjusted for the 10% stock dividend declared on December 21, 2004 and paid on January 14, 2005.
2. Contingent Liabilities
In the normal course of business, there are various outstanding commitments and contingent
liabilities, such as commitments to extend credit and standby letters of credit that are not
reflected in the accompanying consolidated financial statements. No material losses are anticipated
as a result of these transactions. There were no material changes, since December 31, 2004.
3. Earnings per share
Basic earnings per share computations are based upon the weighted average number of shares
outstanding during the periods. Diluted earnings per share computations are based upon the weighted
average number of shares outstanding during the period plus the dilutive effect of outstanding
stock options and stock performance awards. The weighted average shares and effect of dilutive
stock options for the three months ended March 31, 2004 have been adjusted for the 10% stock
dividend declared on December 21, 2004. The following table provides a reconciliation of the number
of shares between the computation of basic EPS and diluted EPS for the quarters ended March 31,
2005 and 2004.
| For the three months ended | ||||||||
| March 31, | ||||||||
| 2005 | 2004 | |||||||
Weighted average shares |
3,322,820 | 3,315,777 | ||||||
Effect of dilutive stock options |
8,553 | 13,344 | ||||||
Dilutive potential average common shares |
3,331,373 | 3,329,121 | ||||||
4. Stock-based compensation plans
At March 31, 2005, the Company had two stock-based compensation plans. The Company continues to
account for grants under its stock option plans based on the recognition and measurement principals
of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. There
were no new stock-based compensation awards granted during the periods presented.
5
5. Securities
The amortized cost and estimated fair value of investment securities held to maturity and
investment securities available for sale at March 31, 2005 and December 31, 2004 are as follows:
| Gross | Gross | |||||||||||||||
| Amortized | Unrealized | Unrealized | Estimated Fair | |||||||||||||
| Cost Basis | Gains | Losses | Value | |||||||||||||
March 31, 2005: |
||||||||||||||||
Investment Securities available for sale: |
||||||||||||||||
U.S. government sponsored agencies |
$ | 17,996,421 | $ | | $ | 448,491 | $ | 17,547,930 | ||||||||
Mortgage-backed securities |
6,178,445 | 832 | 192,251 | 5,987,026 | ||||||||||||
Marketable equity securities |
9,561,912 | 73,195 | 169,821 | 9,465,287 | ||||||||||||
Total |
$ | 33,736,778 | $ | 74,027 | $ | 810,563 | $ | 33,000,243 | ||||||||
Investment Securities held to maturity: |
||||||||||||||||
U.S. government sponsored agencies |
$ | 15,468,848 | $ | | $ | 373,383 | $ | 15,095,465 | ||||||||
Mortgage-backed securities |
1,360,564 | 123 | 13,294 | 1,347,393 | ||||||||||||
Total |
$ | 16,829,412 | $ | 123 | $ | 386,677 | $ | 16,442,858 | ||||||||
December 31, 2004: |
||||||||||||||||
Investment Securities available for sale: |
||||||||||||||||
U.S. government sponsored agencies |
$ | 17,996,184 | $ | 9,716 | $ | 143,800 | $ | 17,862,100 | ||||||||
Mortgage-backed securities |
6,465,532 | 1,812 | 86,903 | 6,380,441 | ||||||||||||
Marketable equity securities |
9,566,128 | 204,287 | 123,210 | 9,647,205 | ||||||||||||
Total |
$ | 34,027,844 | $ | 215,815 | $ | 353,913 | $ | 33,889,746 | ||||||||
Investment Securities held to maturity: |
||||||||||||||||
U.S. government sponsored agencies |
$ | 15,465,282 | $ | 4,664 | $ | 125,946 | $ | 15,344,000 | ||||||||
Mortgaged-backed securities |
1,479,646 | 193 | 6,023 | 1,473,816 | ||||||||||||
Total |
$ | 16,944,928 | $ | 4,857 | $ | 131,969 | $ | 16,817,816 | ||||||||
The fair value of investment securities with unrealized losses by length of time that the individual securities have been in a continuous loss position at March 31, 2005 and December 31, 2004, are presented in the following table:
| Continuous unrealized losses | Continuous unrealized losses | |||||||||||||||||||||||
| exiting for less than 12 months | existing greater than 12 months | Total | ||||||||||||||||||||||