e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2005
OR
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TRANSITION REPORT PUSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 333-118771
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A. |
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Full title of the plan and the address of the plan, if different from that of the issuer
named below: |
Access National Corporation 401 (k) Profit Sharing Plan
(As Restated February 4, 2004)
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B. |
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Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office: |
Access National Corporation
1800 Robert Fulton Drive, Suite 300
Reston, Virginia 20191
ACCESS NATIONAL CORPORATION
401(k) PROFIT SHARING PLAN
RESTON VA, 20191
REQUIRED INFORMATION
The Access National Corporation Profit Sharing Plan (as restated February 4, 2004) (“the
Plan”) is subject to the Employee Retirement Income Security Act of 1974(“ERISA”).
Therefore, in lieu of the requirements of Items1-3 of Form 11-K, the following financial
statements and schedule of the Plan as of December 31, 2005 and 2004, and for the year
ending December 31, 2005, which have been prepared in accordance with the financial
reporting requirements of ERISA, are provided:
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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FINANCIAL STATEMENTS |
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STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS |
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STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS |
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NOTES TO FINANCIAL STATEMENTS |
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SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES |
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SIGNATURE |
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Access National Corporation
401(k) Profit Sharing Plan
Reston, Virginia
We have audited the accompanying statements of net assets available for benefits of Access National
Corporation 401(k) Profit Sharing Plan (the Plan) as of December 31, 2005, and 2004 and the related
statement of changes in net assets available for benefits for the year ended December 31, 2005.
These financial statements are the responsibility of the Plan’s management. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). 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 consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plan’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, 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, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2005 and 2004 and
the changes in net assets available for benefits for the year ended December 31, 2005 in
conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets held for investment purposes at the end of
the year is presented for the purpose of additional analysis and is not a required part of the
basic financial statements but is supplementary information required by the Department of Labor’s
Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The
supplemental schedule has been subjected to the auditing procedures applied in the audit of the
basic 2005 financial statements and, in our opinion, is fairly stated in all material respects in
relation to the basic 2005 financial statements taken as a whole.
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Richmond, Virginia
July 18, 2006
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BDO Seidman, LLP
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ACCESS NATIONAL CORPORATION 401(K) PLAN
Statements of Net Assets Available for Benefits
December 31, 2005 and 2004
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2005 |
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2004 |
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Assets |
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Investments, at fair value: |
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Mutual funds |
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2,995,293 |
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$ |
2,770,716 |
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Self-directed brokerage accounts |
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460,451 |
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27,918 |
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Participant loans |
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11,507 |
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40,966 |
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Total Investments |
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3,467,251 |
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2,839,600 |
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Receivables: |
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Employer contribution |
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9,706 |
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81,730 |
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Employee deferrals |
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24,063 |
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— |
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Total receivables |
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33,769 |
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81,730 |
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Cash |
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472 |
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18,015 |
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Net assets available for benefits |
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3,501,492 |
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$ |
2,939,345 |
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See accompanying notes to financial statements.
4
ACCESS NATIONAL CORPORATION 401(K) PLAN
Statement of Changes in Net Assets
Available for Benefits
For the Year Ended December 31, 2005
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2005 |
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Additions to net assets attributed to: |
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Investment Income: |
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Mutual funds |
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200,578 |
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Self-directed brokerage accounts |
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142,112 |
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Interest and Dividends |
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2,197 |
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Unallocated Cash |
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472 |
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345,359 |
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Contributions: |
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Employer |
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308,201 |
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Participant |
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629,143 |
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Rollover and other contributions |
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32,785 |
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970,129 |
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Total additions |
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1,315,488 |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
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725,133 |
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Administrative expenses |
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28,208 |
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Total deductions |
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753,341 |
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Net Increase |
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562,147 |
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Net assets available for benefits: |
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Beginning of period |
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2,939,345 |
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End of period |
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3,501,492 |
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See accompanying notes to financial statements.
5
ACCESS NATIONAL CORPORATION
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005
NOTE 1 — DESCRIPTION OF PLAN
The following description of the Access National Corporation’s 401(k) Profit Sharing Plan (the
Plan) provides only general information. Participants should refer to the Plan agreement for a
more complete description of the Plan’s provisions.
General: The Plan is a Profit Sharing Plan pursuant to the provisions of Section 401(k) of
the Internal Revenue Code and covers eligible employees of Access National Bank and its
subsidiaries. The Plan was originally established in 2000 and last amended as of 2004. The Plan
provides for retirement, death, and disability benefits. The Plan is subject to the applicable
provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
Contributions: Eligible employees may elect to make contributions up to a maximum dollar
amount prescribed by law. Any participant who has attained age 50 by the end of the Plan year may
make catch-up contributions in accordance with Code Section 414(v). Participants direct the
investment of their contributions into various investment options offered by the Plan. Access
National Corporation (the Company) may contribute, at its discretion, a percentage of the
employee’s salary deferral contribution, to be determined each year (the employer match). An
employer matching contribution of 50% of the compensation deferred was made in 2005 for all
participants.
Participant Accounts: Each participant’s account is credited with the participant’s
contribution, the employer’s contributions and an allocation of Plan earnings. Allocations are
based on participant account balances, as defined. The benefit to which a participant is entitled
is the benefit that can be provided from the participant’s vested account.
Vesting: Participants are immediately vested in their voluntary and rollover contributions
plus actual earnings thereon. Vesting in the remainder of the accounts is based on years of
service. Participants become 100% vested after completion of three years of credited service.
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| Number of Years of |
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| Vesting Service |
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Vested Interest |
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Less than 3 years |
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3 years |
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100 |
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Payment of Benefits: Upon termination of service, death, disability or retirement,
a participant may elect to receive an amount equal to the value of the participant’s vested
interest in his or her account. Benefit payments are distributed in one of the following forms: a
joint and survivor annuity, a lump sum payment or installment payments.
Investment Options: All assets in the Plan are directed by individual participants.
Participants are given the option to direct account balances and all contributions into mutual
funds, money market funds and personal
6
ACCESS NATIONAL CORPORATION
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005
NOTE 1 — DESCRIPTION OF PLAN (Continued)
brokerage accounts. The Company’s common stock is not a direct investment option and can only be
acquired through the personal brokerage account.
Loans: Loans secured by participant’s Plan accounts shall be permitted under the Plan.
Loans are limited to the lesser of $50,000 or 50% of the participant’s vested interest in the plan
and not to exceed a term of more than five years, unless the loan is for the purchase of a
principal residence. Loan principal and interest payments are made in accordance with the note’s
amortization schedule, and made via payroll deductions.
Forfeitures: Forfeitures represent the non-vested portion of the participant’s account
plus earnings thereon that are not fully distributable to participants who terminate employment
before they are 100% vested. Forfeitures are used to reduce the future contributions to the Plan.
As of December 31, 2005 forfeitures of $23,381 were available. No forfeitures were used to reduce
the employer matching contribution for the plan year ended December 31, 2005.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method: The Plan’s financial statements are prepared on the accrual basis of
accounting in conformity with U.S. generally accepted accounting principles.
Investments: The investments held by the Plan are shown at fair value. The Plan’s
investments in mutual funds are valued based on quoted market prices as of the end of the plan
year. The self-directed brokerage accounts consist of common stock and mutual funds, stated at
fair value, based on quoted market prices. Loans to participants are valued at their outstanding balances, which approximates fair value.
Purchases and sales are recorded on a trade date basis.
Use of Estimates: The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires the plan administrator to make estimates and
assumptions that affect certain reported amounts and disclosures, and actual results may differ
from these estimates.
Risk and Uncertainties: The Plan provides for various investment options including any
combination of certain mutual funds, common stock of the Company, or common/collective trust funds.
The underlying investment securities are exposed to various risks, such as interest rate, market
and credit risks. Due to the level of risk associated with certain investment securities and the
level of uncertainty related to changes in the value of investment securities, it is at least
reasonably possible that changes in the values of investment securities will occur in the near term
and that such changes could materially affect the amounts reported in the statement of net assets
available for benefits and participants’ individual account balances.
Payment of Benefits: Benefits are recorded when paid.
NOTE 3 — RIGHTS UPON PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. In the event of plan termination, participants would become 100% vested in their accounts.
7
ACCESS NATIONAL CORPORATION
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005
NOTE 4 — INVESTMENTS
The following presents investments that represent 5 percent or more of the Plan’s net assets at
December 31, 2005:
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American Funds Wash Mutual Invest R5 |
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213,372 |
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American Funds Cap World Growth & Income R5 |
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549,949 |
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Dodge Cox Income Fund |
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188,844 |
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Metropolitan Life Ins Co — Ins Prods. |
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222,384 |
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Vanguard 500 Index Fund |
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652,661 |
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Vanguard small Cap Growth Index |
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237,355 |
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Vanguard Mid-Cap Index Fund Investor Shares |
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261,863 |
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Self-directed brokerage accounts |
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460,451 |
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$ |
2,786,879 |
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During 2005 the Plan’s investments (including gains and losses on investments bought and
sold, as well as held during the year) appreciated in value by $342,690 as follows:
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December 31, |
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2005 |
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Mutual Funds |
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$ |
200,578 |
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Self-directed brokerage accounts |
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142,112 |
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Total |
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$ |
342,690 |
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NOTE 5 — PARTIES-IN-INTEREST
Parties-in-interest are defined under Department of Labor Regulations as any fiduciary of the Plan,
and party rendering services to the Plan, the employer, and certain others. Certain professional
fees for the administration of the Plan were paid by the Company. Fees paid by the Plan to
Columbia Benefits Consultants Inc, the Plan record keeper, and Mid-Atlantic Trust Company, the
Custodian, totaled $28,208 for 2005.
NOTE 6 — TAX STATUS
The Internal Revenue Service has determined and informed the Company, by a letter dated February
12, 2003, that the Plan and related trust are designed in accordance with applicable sections of
the Internal Revenue Code (IRC).
The Plan has been amended since receiving the determination letter. However, the Plan
administrator believes that the Plan is designed and is currently being operated in compliance with
the applicable requirements of the IRC.
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NOTE 7 — DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of net assets available for benefits as of December 31, 2004 and
the change in net assets for the year ended December 31, 2005 per the financial statements to the
5500 filings for 2005 and2004 respectively:
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December 31, 2004 |
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Net assets available for benefits per Form 5500 |
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$ |
2,857,615 |
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Employer contribution receivable for 2004 match |
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81,730 |
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Net assets available for benefits per financial statements |
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$ |
2,939,345 |
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December 31, 2005 |
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Employer contribution per the Form 5500 |
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$ |
389,931 |
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Employer contribution receivable for 2004 match |
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(81,730 |
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Employer contributions per the financial statements |
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$ |
308,201 |
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9
SUPPLEMENTAL SCHEDULE
ACCESS NATIONAL CORPORATION 401(K) PLAN
EIN 82-0545425, Plan 002
Schedule of Assets Held for Investment Purposes
As of December 31, 2005
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Current |
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| Description of Asset/Identity of Issue |
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Value |
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American Funds Cap World Growth & Income R5 |
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$ |
549,949 |
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Dodge & Cox Balanced Fund |
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54,310 |
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Dodge & Cox Income Fund |
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188,844 |
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Fidelity Comwlth Tr Sml Cp Stk |
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47,376 |
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Fidelity Mid-Cap Stock Fund |
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59,355 |
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American Funds Growth Fund of America R5 |
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75,077 |
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American Funds Income Fund of America R5 |
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74,231 |
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T Rowe Price Equity Income |
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17,722 |
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T Rowe Price Blue Chip Growth |
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70,389 |
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T Rowe Price Mid Cap Value |
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111,168 |
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Royce Special Equity Fund |
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12,290 |
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Vanguard Short Term Federal Fund |
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545 |
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Vanguard 500 Index Fund |
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652,661 |
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Vanguard Small Cap Growth Index |
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237,355 |
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Vanguard Mid-Cap Index Fund Investor Shares |
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261,863 |
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American Funds Wash Mutual Invest R5 |
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213,372 |
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Metropolitan Life Ins Co - Ins Prods |
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222,384 |
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Pioneer High Yield Fund A |
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17,220 |
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Vanguard Short Term Bond Index Fund Investor Shares |
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129,182 |
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Total Mutual Funds |
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2,995,293 |
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Self-directed brokerage accounts |
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460,451 |
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Participant Loans with interest from 5% to 7% |
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11,507 |
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Total Assets held for investment purposes |
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$ |
3,467,251 |
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* |
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Self directed brokerage accounts include stock of the |
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Plan sponsor, Access National Corporation, a party in interest to the Plan. |
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** |
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Indicates a party in interest to the Plan. |
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10
Pursuant to the requirements of the Securities Exchange Act of 1934, the administrators of
the Access National Corporation’s 401(k) Profit Sharing Plan have duly caused this annual report to
be signed by the undersigned thereunto duly authorized.
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ACCESS NATIONAL CORPORATION
401(k) PROFIT SHARING PLAN |
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By:
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/s/ Michael W. Clarke |
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Date
August 22, 2006
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Michael W. Clarke
President and Chief Executive Officer
Access National Corporation,
Trustee |
11
Consent of Independent Registered Public Accounting Firm
To the Plan Administrator
Access National Corporation 401 (k) Profit Sharing Plan
We hereby consent to the incorporation by reference in the Registration Statement (No.333-118771)
on Form S-8 of the Access National Corporation 401 (k) Profit Sharing Plan (the Plan), of our
report dated July 18, 2006, relating to the statement of net assets available for benefits as of
December 31, 2005 and the statement of changes in net assets available for benefits for the year
ended December 31, 2005, and the related supplemental schedule, appearing in the Plan’s Annual
Report on Form 11-K for the year ended December 31, 2005.
BDO Seidman, LLP
Richmond, Virginia
August 22, 2006
12