e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended June 30, 2007
or
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o |
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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: 000-49929
ACCESS NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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Virginia
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82-0545425 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification Number) |
1800 Robert Fulton Drive, Suite 310, Reston, Virginia 20191
(Address of principal executive offices) (Zip Code)
(703) 871-2100
(Registrants telephone number, including area code)
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. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act) o Yes þ No
The number of shares outstanding of Access National Corporations common stock, par value $.835, as
of August 8, 2007 was 11,757,560 shares.
Table of Contents
ACCESS NATIONAL CORPORATION
FORM 10-Q
INDEX
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PART I |
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FINANCIAL INFORMATION |
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Item 1. |
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Consolidated Financial Statements (unaudited) |
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Consolidated Balance Sheets, June 30, 2007 and December 31, 2006 |
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Page 2 |
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Consolidated Statements of Income, three and six months ended June 30, 2007 and 2006 |
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Page 3 |
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Consolidated Statements of Changes in Shareholders' Equity, six months ended June 30, 2007 and 2006 |
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Page 5 |
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Consolidated Statements of Cash Flows, six months ended June 30, 2007 and 2006 |
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Page 6 |
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Notes to Consolidated Financial Statements |
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Page 7 |
Item 2. |
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Managements Discussion and Analysis of Financial Condition and Results of Operations |
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Page 17 |
Item 3. |
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Quantitative and Qualitative Disclosures About Market Risk |
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Page 29 |
Item 4. |
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Controls and Procedures |
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Page 30 |
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PART II |
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OTHER INFORMATION |
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Item 1. |
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Legal Proceedings |
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Page 30 |
Item 1A. |
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Risk Factors |
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Page 30 |
Item 2. |
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Unregistered Sales of Equity Securities and Use of Proceeds |
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Page 30 |
Item 3. |
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Defaults Upon Senior Securities |
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Page 30 |
Item 4. |
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Submission of Matters to a Vote of Security Holders |
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Page 31 |
Item 5. |
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Other Information |
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Page 31 |
Item 6. |
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Exhibits |
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Page 32 |
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Signatures |
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Page 33 |
-1-
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
ACCESS NATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except for Share Data)
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June 30, |
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December 31, |
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2007 |
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2006 |
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(Unaudited) |
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ASSETS |
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|
|
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Cash and due from banks |
|
$ |
8,209 |
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|
$ |
11,974 |
|
Interest bearing deposits in other banks |
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|
5,239 |
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|
15,391 |
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Securities available for sale, at fair value |
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95,182 |
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105,163 |
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Loans held for sale |
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76,409 |
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65,320 |
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Loans, net of allowance for loan losses of $6,211 and $5,452, respectively |
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481,612 |
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428,142 |
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Premises and equipment |
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9,698 |
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|
9,598 |
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Other assets |
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|
11,458 |
|
|
|
9,194 |
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|
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Total assets |
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$ |
687,807 |
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$ |
644,782 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Deposits
Non-interest bearing deposits |
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$ |
79,392 |
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$ |
79,223 |
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Savings and interest-bearing deposits |
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|
121,900 |
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|
120,309 |
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Time deposits |
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276,001 |
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239,400 |
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Total deposits |
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477,293 |
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|
438,932 |
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Other liabilities |
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Short-term borrowings
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89,428 |
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|
84,951 |
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Long-term borrowings |
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|
41,298 |
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|
42,572 |
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Subordinated debentures |
|
|
10,311 |
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|
10,311 |
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Other liabilities |
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|
4,402 |
|
|
|
5,721 |
|
|
|
|
|
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Total liabilities |
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622,732 |
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|
582,487 |
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SHAREHOLDERS EQUITY |
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Common
stock, par value, $0.835; authorized, 60,000,000 shares; issued and
outstanding, 11,966,460 shares in 2007 and 11,816,929 shares in 2006 |
|
|
9,992 |
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|
|
9,867 |
|
Surplus |
|
|
29,349 |
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|
|
29,316 |
|
Retained earnings |
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|
26,234 |
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|
|
23,641 |
|
Accumulated other comprehensive income (loss), net |
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(500 |
) |
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(529 |
) |
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Total shareholders equity |
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65,075 |
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|
62,295 |
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Total liabilities and shareholders equity |
|
$ |
687,807 |
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$ |
644,782 |
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|
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|
See accompanying notes to consolidated financial statements (unaudited).
-2-
ACCESS NATIONAL CORPORATION
CONSOLIDATED STATEMETNS OF INCOME
(In Thousands, Except for Share Data)
(Unaudited)
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Three Months Ended June 30, |
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2007 |
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2006 |
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Interest and Dividend Income |
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Interest and fees on loans |
|
$ |
10,297 |
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|
$ |
8,479 |
|
Interest on deposits in other banks |
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|
171 |
|
|
|
89 |
|
Interest and dividends on securities |
|
|
1,049 |
|
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|
1,208 |
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|
|
|
|
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Total interest and dividend income |
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|
11,517 |
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|
9,776 |
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Interest Expense |
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Interest on deposits |
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4,438 |
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|
3,726 |
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Interest on short-term borrowings |
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|
1,417 |
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1,234 |
|
Interest on long-term borrowings |
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|
509 |
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|
195 |
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Interest on subordinated debentures |
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223 |
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|
216 |
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|
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|
|
|
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Total interest expense |
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|
6,587 |
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|
5,371 |
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Net interest income |
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|
4,930 |
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|
|
4,405 |
|
Provision for loan losses |
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|
465 |
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|
49 |
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Net interest income after provision for loan losses |
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|
4,465 |
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|
|
4,356 |
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|
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|
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|
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|
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|
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Noninterest Income |
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|
|
|
|
|
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Service fees on deposit accounts |
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|
83 |
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|
|
82 |
|
Gain on sale of loans |
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|
5,171 |
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|
|
3,797 |
|
Mortgage broker fee income |
|
|
1,019 |
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|
|
1,347 |
|
Other income |
|
|
1,829 |
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|
|
1,434 |
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|
|
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Total noninterest income |
|
|
8,102 |
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|
6,660 |
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|
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|
|
|
|
|
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|
|
|
|
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Noninterest Expense |
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
5,300 |
|
|
|
4,860 |
|
Occupancy and equipment |
|
|
616 |
|
|
|
507 |
|
Other operating expenses |
|
|
4,362 |
|
|
|
2,872 |
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|
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|
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Total noninterest expense |
|
|
10,278 |
|
|
|
8,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Income before income taxes |
|
|
2,289 |
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|
|
2,777 |
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|
|
|
|
|
|
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|
Income tax expense |
|
|
782 |
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|
|
971 |
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|
|
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NET INCOME |
|
$ |
1,507 |
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|
$ |
1,806 |
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Earnings per common share: |
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|
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|
Basic |
|
$ |
0.13 |
|
|
$ |
0.22 |
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|
|
|
|
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|
Diluted |
|
$ |
0.12 |
|
|
$ |
0.19 |
|
|
|
|
|
|
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|
Average outstanding shares: |
|
|
|
|
|
|
|
|
Basic |
|
|
12,002,861 |
|
|
|
8,220,963 |
|
Diluted |
|
|
12,288,247 |
|
|
|
9,537,473 |
|
See accompanying notes to consolidated financial statements (unaudited).
-3-
ACCESS NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except for Share Data)
(Unaudited)
|
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|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
2007 |
|
|
2006 |
|
Interest and Dividend Income |
|
|
|
|
|
|
|
|
Interest and fees on loans |
|
$ |
20,119 |
|
|
$ |
15,973 |
|
Interest on deposits in other banks |
|
|
359 |
|
|
|
188 |
|
Interest and dividends on securities |
|
|
2,212 |
|
|
|
2,260 |
|
|
|
|
|
|
|
|
Total interest and dividend income |
|
|
22,690 |
|
|
|
18,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense |
|
|
|
|
|
|
|
|
Interest on deposits |
|
|
8,446 |
|
|
|
7,025 |
|
Interest on short-term borrowings |
|
|
2,816 |
|
|
|
2,080 |
|
Interest on long-term borrowings |
|
|
990 |
|
|
|
397 |
|
Interest on subordinated debentures |
|
|
452 |
|
|
|
417 |
|
|
|
|
|
|
|
|
Total interest expense |
|
|
12,704 |
|
|
|
9,919 |
|
|
|
|
|
|
|
|
Net interest income |
|
|
9,986 |
|
|
|
8,502 |
|
Provision for loan losses |
|
|
756 |
|
|
|
173 |
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses |
|
|
9,230 |
|
|
|
8,329 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest Income |
|
|
|
|
|
|
|
|
Service fees on deposit accounts |
|
|
185 |
|
|
|
156 |
|
Gain on sale of loans |
|
|
10,564 |
|
|
|
8,475 |
|
Mortgage broker fee income |
|
|
2,298 |
|
|
|
2,213 |
|
Other income |
|
|
3,034 |
|
|
|
1,910 |
|
|
|
|
|
|
|
|
Total noninterest income |
|
|
16,081 |
|
|
|
12,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest Expense |
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
10,519 |
|
|
|
9,566 |
|
Occupancy and equipment |
|
|
1,229 |
|
|
|
1,025 |
|
Other operating expenses |
|
|
9,315 |
|
|
|
5,255 |
|
|
|
|
|
|
|
|
Total noninterest expense |
|
|
21,063 |
|
|
|
15,846 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
4,248 |
|
|
|
5,237 |
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
1,415 |
|
|
|
1,808 |
|
|
|
|
|
|
|
|
NET INCOME |
|
$ |
2,833 |
|
|
$ |
3,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.24 |
|
|
$ |
0.42 |
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.23 |
|
|
$ |
0.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average outstanding shares: |
|
|
|
|
|
|
|
|
Basic |
|
|
11,978,862 |
|
|
|
8,119,548 |
|
Diluted |
|
|
12,271,789 |
|
|
|
9,597,856 |
|
See accompanying notes to consolidated financial statements (unaudited).
-4-
ACCESS NATIONAL CORPORATION
STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
For the Six Months Ended June 30, 2007 and 2006
(In Thousands)
(Unaudited)
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
Common |
|
|
|
|
|
|
Retained |
|
|
Comprehensive |
|
|
Comprehensive |
|
|
|
|
|
|
Stock |
|
|
Surplus |
|
|
Earnings |
|
|
Income (Loss) |
|
|
Income |
|
|
Total |
|
Balance, December 31, 2006 |
|
$ |
9,867 |
|
|
$ |
29,316 |
|
|
$ |
23,641 |
|
|
$ |
(529 |
) |
|
$ |
|
|
|
$ |
62,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
2,833 |
|
|
|
|
|
|
|
2,833 |
|
|
|
2,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss),
unrealized securities gains arising
during the period, net of deferred taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29 |
|
|
|
29 |
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends |
|
|
|
|
|
|
|
|
|
|
(240 |
) |
|
|
|
|
|
|
|
|
|
|
(240 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for
dividend re-investment and the
exercise of options |
|
|
214 |
|
|
|
908 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Repurchased |
|
|
(89 |
) |
|
|
(875 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(964 |
) |
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2007 |
|
$ |
9,992 |
|
|
$ |
29,349 |
|
|
$ |
26,234 |
|
|
$ |
(500 |
) |
|
|
|
|
|
$ |
65,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2005 |
|
$ |
6,644 |
|
|
$ |
9,099 |
|
|
$ |
16,227 |
|
|
$ |
(785 |
) |
|
$ |
|
|
|
$ |
31,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
3,429 |
|
|
|
|
|
|
|
3,429 |
|
|
|
3,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss),
unrealized securities losses arising
during the period, net of deferred taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(670 |
) |
|
|
(670 |
) |
|
|
(670 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends |
|
|
|
|
|
|
|
|
|
|
(80 |
) |
|
|
|
|
|
|
|
|
|
|
(80 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,759 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
issued for
dividend re-investment and the
exercise of options and warrants |
|
|
410 |
|
|
|
792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,202 |
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2006 |
|
$ |
7,054 |
|
|
$ |
9,891 |
|
|
$ |
19,576 |
|
|
$ |
(1,455 |
) |
|
|
|
|
|
$ |
35,066 |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements (unaudited).
-5-
ACCESS NATIONAL CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
|
(In Thousands) |
|
Cash Flows from Operating Activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
2,833 |
|
|
$ |
3,429 |
|
Adjustments to reconcile net income to net cash (used in)
operating activities: |
|
|
|
|
|
|
|
|
Provision for loan losses |
|
|
756 |
|
|
|
178 |
|
Deferred tax (benefit) |
|
|
(14 |
) |
|
|
(83 |
) |
Stock based compensation |
|
|
42 |
|
|
|
36 |
|
Unrealized
gains (losses) on derivatives |
|
|
238 |
|
|
|
(81 |
) |
Net amortization (accretion) on securities |
|
|
(12 |
) |
|
|
8 |
|
Depreciation and amortization |
|
|
428 |
|
|
|
416 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Increase in loans held for sale |
|
|
(11,089 |
) |
|
|
(4,098 |
) |
Increase in other assets |
|
|
(2,520 |
) |
|
|
(895 |
) |
Decrease in other liabilities |
|
|
(1,320 |
) |
|
|
(2,036 |
) |
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(10,658 |
) |
|
|
(3,126 |
) |
|
|
|
|
|
|
|
Cash Flows from Investing Activities |
|
|
|
|
|
|
|
|
Proceeds from maturities and calls of securities available for sale |
|
|
23,794 |
|
|
|
8,180 |
|
Purchases of securities available for sale |
|
|
(13,757 |
) |
|
|
(28,436 |
) |
Net increase in loans |
|
|
(54,226 |
) |
|
|
(38,090 |
) |
Purchases of premises and equipment |
|
|
(511 |
) |
|
|
(275 |
) |
|
|
|
|
|
|
|
Net cash (used in) investing activities |
|
|
(44,700 |
) |
|
|
(58,621 |
) |
|
|
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
|
|
Net increase (decrease) in demand, interest-bearing demand and savings deposits |
|
|
1,660 |
|
|
|
(18,689 |
) |
Net increase in time deposits |
|
|
36,701 |
|
|
|
52,436 |
|
Net increase in securities sold under agreement to repurchase |
|
|
424 |
|
|
|
1,082 |
|
Net increase in short-term borrowings |
|
|
4,054 |
|
|
|
21,152 |
|
Net decrease in long term borrowings |
|
|
(1,274 |
) |
|
|
(3,107 |
) |
Proceeds from issuance of common stock |
|
|
1,080 |
|
|
|
1,166 |
|
Purchase of common stock |
|
|
(964 |
) |
|
|
|
|
Dividends paid |
|
|
(240 |
) |
|
|
(80 |
) |
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
41,441 |
|
|
|
53,960 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) in cash and cash equivalents |
|
|
(13,917 |
) |
|
|
(7,787 |
) |
Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
Beginning |
|
|
27,365 |
|
|
|
23,183 |
|
|
|
|
|
|
|
|
Ending |
|
$ |
13,448 |
|
|
|
15,396 |
|
|
|
|
|
|
|
|
Supplemental Disclosures of Cash Flow Information |
|
|
|
|
|
|
|
|
Cash payments for interest |
|
$ |
12,606 |
|
|
$ |
9,871 |
|
|
|
|
|
|
|
|
Cash payments for income taxes |
|
$ |
3,265 |
|
|
$ |
2,207 |
|
|
|
|
|
|
|
|
Supplemental Disclosures of Noncash Investing Activities |
|
|
|
|
|
|
|
|
Unrealized gain (loss) on securities available for sale |
|
$ |
44 |
|
|
$ |
(1,015 |
) |
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements (unaudited).
-6-
ACCESS NATIONAL CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1 COMMENCEMENT OF OPERATIONS
Access National Corporation (the Corporation) is a bank holding company incorporated under the
laws of the Commonwealth of Virginia. The Corporation has three wholly owned subsidiaries, Access
National Bank (the Bank), which is an independent commercial bank chartered under federal laws as
a national banking association, Access Capital Trust I, and Access Capital Trust II. The
Corporation does not have any significant operations and serves primarily as the parent company for
the Bank. The Corporations income is primarily derived from dividends received from the Bank. The
amount of these dividends is determined by the Banks earnings and capital position.
The Corporation acquired all of the outstanding stock of the Bank in a statutory exchange
transaction on June 15, 2002, pursuant to an Agreement and Plan of Reorganization between the
Corporation and the Bank.
Access National Bank opened for business on December 1, 1999 and has two active wholly-owned
subsidiaries: Access National Mortgage Corporation (the Mortgage Corporation) a Virginia
corporation engaged in mortgage banking activities, and Access Real Estate LLC. Access Real Estate
LLC is a limited liability company established in July, 2003 for the purpose of holding title to
the Corporations headquarters building, located at 1800 Robert Fulton Drive, Reston, Virginia.
In August 2006, the Corporation concluded a public stock offering of 2.3 million shares of common
stock that provided approximately $20 million in new capital.
NOTE 2 BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America for
interim financial information and with rules and regulations of the Securities and Exchange
Commission. The statements do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. All adjustments have
been made, which, in the opinion of management, are necessary for a fair presentation of the
results for the interim periods presented. Such adjustments are all of a normal and recurring
nature. All significant inter-company accounts and transactions have been eliminated in
consolidation. Certain prior period amounts have been reclassified to conform to the current
period presentation. The results of operations for the six months ended June 30, 2007 are not
necessarily indicative of the results that may be expected for the entire year ending December 31,
2007. These consolidated financial statements should be read in conjunction with the Corporations
audited financial statements and the notes thereto as of December 31, 2006, included in the
Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
-7-
ACCESS NATIONAL CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 3 STOCK-BASED COMPENSATION PLANS
During the first six months of 2007, the Corporation granted 78,400 stock options to officers,
directors, and employees under the 1999 Stock Option Plan (the Plan). Options granted under the
Plan have an exercise price equal to the fair market value as of the grant date. Options granted
have a vesting period of two and one half years and expire in three and one half years after the
issue date. There were no options granted during the first six months of 2006.
Stockbased compensation expense recognized in other operating expense during the first six months
of 2007 was approximately $42 thousand and $36 thousand for the same period in 2006. The fair
value of options is estimated on the date of grant using a Black-Scholes option-pricing model with
the assumptions noted below.
A summary of stock option activity under the Plan for the six months ended June 30, 2007 is
presented as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months ended |
|
|
Three Months ended |
|
Assumptions |
|
March 31, 2007 |
|
|
June 30, 2007 |
|
Options granted |
|
|
78,100 |
|
|
|
300 |
|
Expected life of options granted |
|
|
3.33 |
|
|
|
3.34 |
|
Risk-free interest rate |
|
|
4.72 |
% |
|
|
4.60 |
% |
Expected volatility of stock |
|
|
23 |
% |
|
|
32 |
% |
Expected dividend yield |
|
|
1 |
% |
|
|
1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Avg. |
|
|
|
|
|
|
Number of |
|
|
Weighted Avg. |
|
|
Remaining |
|
|
Aggregate Intrinsic |
|
|
|
Options |
|
|
Exercise Price |
|
|
Contractual Term |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at beginning of year |
|
|
815,244 |
|
|
$ |
4.80 |
|
|
|
2.29 |
|
|
$ |
4,176,393 |
|
Granted |
|
|
78,400 |
|
|
$ |
9.58 |
|
|
|
3.09 |
|
|
|
|
|
Exercised |
|
|
164,820 |
|
|
$ |
3.33 |
|
|
|
|
|
|
|
|
|
Lapsed or Canceled |
|
|
1,350 |
|
|
$ |
11.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2007 |
|
|
727,474 |
|
|
$ |
6.01 |
|
|
|
2.44 |
|
|
$ |
2,460,533 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at June 30, 2007 |
|
|
596,504 |
|
|
$ |
5.49 |
|
|
|
2.35 |
|
|
$ |
2,171,597 |
|
|
|
|
|
|
Fair Value of Granted Options in 2007 |
|
$ |
183,837 |
|
Non-Vested Options as of June 30, 2007 |
|
|
130,670 |
|
|
|
|
|
Non-Vested Options as of March 31, 2007 |
|
$ |
138,020 |
|
-8-
ACCESS NATIONAL CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 4 SECURITIES
Amortized costs and fair values of securities available for sale as of June
30, 2007 and December 31, 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
|
|
|
|
|
|
(In Thousands) |
|
|
|
|
|
U.S. Treasury Securities |
|
$ |
993 |
|
|
$ |
|
|
|
$ |
(1 |
) |
|
$ |
992 |
|
U.S. Government Agencies |
|
|
82,338 |
|
|
|
|
|
|
|
(598 |
) |
|
|
81,740 |
|
Mortgage Backed Securities |
|
|
913 |
|
|
|
2 |
|
|
|
(1 |
) |
|
|
914 |
|
Municipals
Tax Exempt |
|
|
2,891 |
|
|
|
|
|
|
|
(78 |
) |
|
|
2,813 |
|
Municipals Taxable |
|
|
1,110 |
|
|
|
|
|
|
|
(27 |
) |
|
|
1,083 |
|
CRA Mutual Fund |
|
|
1,500 |
|
|
|
|
|
|
|
(55 |
) |
|
|
1,445 |
|
Restricted Securities - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Reserve Bank Stock |
|
|
883 |
|
|
|
|
|
|
|
|
|
|
|
883 |
|
FHLB Stock |
|
|
5,312 |
|
|
|
|
|
|
|
|
|
|
|
5,312 |
|
|
|
|
Total Securities |
|
$ |
95,940 |
|
|
$ |
2 |
|
|
$ |
(760 |
) |
|
$ |
95,182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
|
|
|
|
|
|
(In Thousands) |
|
|
|
|
|
U.S. Treasury Notes |
|
$ |
990 |
|
|
$ |
6 |
|
|
$ |
|
|
|
$ |
996 |
|
U.S. Governmental Agencies |
|
|
92,352 |
|
|
|
5 |
|
|
|
(748 |
) |
|
|
91,609 |
|
Mortgage Backed Securities |
|
|
1,037 |
|
|
|
4 |
|
|
|
(1 |
) |
|
|
1,040 |
|
Municipals Tax Exempt |
|
|
2,893 |
|
|
|
5 |
|
|
|
(10 |
) |
|
|
2,888 |
|
Municipals Taxable |
|
|
1,305 |
|
|
|
|
|
|
|
(30 |
) |
|
|
1,275 |
|
CRA Mutual Fund |
|
|
1,500 |
|
|
|
|
|
|
|
(32 |
) |
|
|
1,468 |
|
Restricted Stock -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Reserve Bank Stock |
|
|
873 |
|
|
|
|
|
|
|
|
|
|
|
873 |
|
FHLB Stock |
|
|
5,014 |
|
|
|
|
|
|
|
|
|
|
|
5,014 |
|
|
|
|
|
|
$ |
105,964 |
|
|
$ |
20 |
|
|
$ |
(821 |
) |
|
$ |
105,163 |
|
|
|
|
-9-
ACCESS NATIONAL CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 4 SECURITIES
The amortized cost and fair value of securities available for sale as of June 30, 2007 and December
31, 2006 by contractual maturity are shown below. Expected maturities may differ from contractual
maturities because the securities may be called or prepaid without any penalties.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 |
|
|
December 31, 2006 |
|
|
|
Amortized |
|
|
Fair |
|
|
Amortized |
|
|
Fair |
|
|
|
Cost |
|
|
Value |
|
|
Cost |
|
|
Value |
|
|
|
(In Thousands) |
|
|
(In Thousands) |
|
U.S. Treasury & Agencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due in one year or less |
|
$ |
42,846 |
|
|
$ |
42,532 |
|
|
$ |
34,994 |
|
|
$ |
34,690 |
|
Due after one through five years |
|
|
33,987 |
|
|
|
33,738 |
|
|
|
56,850 |
|
|
|
56,442 |
|
Due after five through ten years |
|
|
6,498 |
|
|
|
6,462 |
|
|
|
1,498 |
|
|
|
1,473 |
|
Municipals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due after one through five years |
|
|
1,110 |
|
|
|
1,083 |
|
|
|
|
|
|
|
|
|
Due after five through ten years |
|
|
2,891 |
|
|
|
2,813 |
|
|
|
4,198 |
|
|
|
4,163 |
|
Mortgage Backed Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due in one year or less |
|
|
28 |
|
|
|
28 |
|
|
|
48 |
|
|
|
49 |
|
Due after one through five years |
|
|
885 |
|
|
|
886 |
|
|
|
989 |
|
|
|
991 |
|
CRA Mutual Fund |
|
|
1,500 |
|
|
|
1,445 |
|
|
|
1,500 |
|
|
|
1,468 |
|
Restricted Stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Reserve Bank stock |
|
|
883 |
|
|
|
883 |
|
|
|
873 |
|
|
|
873 |
|
FHLB stock |
|
|
5,312 |
|
|
|
5,312 |
|
|
|
5,014 |
|
|
|
5,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
95,940 |
|
|
$ |
95,182 |
|
|
$ |
105,964 |
|
|
$ |
105,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-10-
ACCESS NATIONAL CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 4 SECURITIES
Investment securities available for sale that have an unrealized loss position at June 30, 2007 and December 31, 2006 are detailed below
June 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities in a Loss |
|
|
Securities in a Loss |
|
|
|
|
|
|
Position for Less Than 12 Months |
|
|
Position for 12 Months or Longer |
|
|
Total |
|
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
|
|
|
|
|
|
|
|
|
(In Thousands) |
|
|
|
|
|
|
|
|
|
Investment securities
available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Security |
|
$ |
993 |
|
|
$ |
(1 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
992 |
|
|
$ |
(1 |
) |
Mortgage Backed Security |
|
|
|
|
|
|
|
|
|
|
158 |
|
|
|
(1 |
) |
|
|
158 |
|
|
|
(1 |
) |
U.S. Government Agencies |
|
|
14,944 |
|
|
|
(56 |
) |
|
|
61,796 |
|
|
|
(542 |
) |
|
|
76,740 |
|
|
|
(598 |
) |
Municipals-Taxable |
|
|
|
|
|
|
|
|
|
|
1,078 |
|
|
|
(27 |
) |
|
|
1,078 |
|
|
|
(27 |
) |
Municipals-Tax Exempt |
|
|
1,444 |
|
|
|
(30 |
) |
|
|
1,368 |
|
|
|
(48 |
) |
|
|
2,812 |
|
|
|
(78 |
) |
CRA Mutual Fund |
|
|
|
|
|
|
|
|
|
|
1,445 |
|
|
|
(55 |
) |
|
|
1,445 |
|
|
|
(55 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
17,381 |
|
|
$ |
(87 |
) |
|
$ |
65,845 |
|
|
$ |
(673 |
) |
|
$ |
83,225 |
|
|
$ |
(760 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities in a Loss |
|
|
Securities in a Loss |
|
|
|
|
|
|
Position for Less Than 12 Months |
|
|
Position for 12 Months or Longer |
|
|
Total |
|
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
|
|
|
|
|
|
|
|
|
(In Thousands) |
|
|
|
|
|
|
|
|
|
Investment securities
available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Security |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Mortgage Backed Security |
|
|
49 |
|
|
|
|
|
|
|
378 |
|
|
|
(1 |
) |
|
|
378 |
|
|
|
(1 |
) |
U.S. Government Agencies |
|
|
24,936 |
|
|
|
(64 |
) |
|
|
56,668 |
|
|
|
(684 |
) |
|
|
81,604 |
|
|
|
(748 |
) |
Municipals-Taxable |
|
|
|
|
|
|
|
|
|
|
1,275 |
|
|
|
(30 |
) |
|
|
1,275 |
|
|
|
(30 |
) |
Municipals-Tax Exempt |
|
|
458 |
|
|
|
(1 |
) |
|
|
1,408 |
|
|
|
(9 |
) |
|
|
1,866 |
|
|
|
(10 |
) |
CRA Mutual Fund |
|
|
|
|
|
|
|
|
|
|
1,468 |
|
|
|
(32 |
) |
|
|
1,468 |
|
|
|
(32 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
25,443 |
|
|
$ |
(65 |
) |
|
$ |
61,197 |
|
|
$ |
(756 |
) |
|
$ |
86,591 |
|
|
$ |
(821 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-11-
ACCESS NATIONAL CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
Management does not believe that any individual unrealized loss as of June 30, 2007 and December
31, 2006 represents other than temporary impairment. These unrealized losses are primarily
attributable to changes in interest rates. The Corporation has the ability to hold these securities
for a time necessary to recover the amortized cost or until maturity when full repayment would be
received.
NOTE 5 LOANS
The following table presents the composition of the loan portfolio at June 30, 2007 and December
31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
Percent of |
|
|
Dec 31, |
|
|
Percent of |
|
|
|
2007 |
|
|
Total |
|
|
2006 |
|
|
Total |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
|
Commercial |
|
$ |
63,256 |
|
|
|
12.97 |
% |
|
$ |
51,825 |
|
|
|
11.95 |
% |
Real estate non-residential |
|
|
199,561 |
|
|
|
40.91 |
|
|
|
159,996 |
|
|
|
36.90 |
|
Real estate construction |
|
|
59,663 |
|
|
|
12.23 |
|
|
|
68,570 |
|
|
|
15.81 |
|
Residential real estate |
|
|
164,359 |
|
|
|
33.69 |
|
|
|
152,648 |
|
|
|
35.21 |
|
Consumer |
|
|
984 |
|
|
|
0.20 |
|
|
|
555 |
|
|
|
0.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
487,823 |
|
|
|
100.00 |
% |
|
|
433,594 |
|
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less allowance for loan
losses |
|
|
6,211 |
|
|
|
|
|
|
|
5,452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
481,612 |
|
|
|
|
|
|
$ |
428,142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 6 SEGMENT REPORTING
The Corporation has two reportable segments: traditional commercial banking and a mortgage banking
business. Revenues from commercial banking operations consist primarily of interest earned on loans
and investment securities and fees from deposit services. Mortgage banking operating revenues
consist principally of interest earned on mortgage loans held for sale, gains on sales of loans in
the secondary mortgage market and loan origination fee income.
The commercial banking segment provides the mortgage segment with the short-term funds needed to
originate mortgage loans through a warehouse line of credit and charges the mortgage banking
segment interest based on the prime rate. These transactions are eliminated in the consolidation
process.
Other includes the operations of Access National Corporation and Access Real Estate LLC. The
primary source of income for the Corporation is derived from dividends from the Bank and its
primary expense relates to interest on subordinated debentures. The primary source of income for
Access Real Estate LLC is derived from rents received from the Bank and Mortgage Corporation.
-12-
ACCESS NATIONAL CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
The following table presents segment information for the three months ended June 30, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
Commercial |
|
|
Mortgage |
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
(In Thousands) |
|
Banking |
|
|
Banking |
|
|
Other |
|
|
Eliminations |
|
|
Totals |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
11,617 |
|
|
$ |
1,070 |
|
|
$ |
204 |
|
|
$ |
(1,374 |
) |
|
$ |
11,517 |
|
Gain on sale of loans |
|
|
|
|
|
|
5,174 |
|
|
|
|
|
|
|
(3 |
) |
|
|
5,171 |
|
Other revenues |
|
|
316 |
|
|
|
2,944 |
|
|
|
268 |
|
|
|
(597 |
) |
|
|
2,931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
11,933 |
|
|
|
9,188 |
|
|
|
472 |
|
|
|
(1,974 |
) |
|
|
19,619 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
6,175 |
|
|
|
1,449 |
|
|
|
339 |
|
|
|
(1,376 |
) |
|
|
6,587 |
|
Salaries and employee benefits |
|
|
1,819 |
|
|
|
3,481 |
|
|
|
|
|
|
|
|
|
|
|
5,300 |
|
Other |
|
|
1,704 |
|
|
|
3,929 |
|
|
|
408 |
|
|
|
(598 |
) |
|
|
5,443 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
9,698 |
|
|
|
8,859 |
|
|
|
747 |
|
|
|
(1,974 |
) |
|
|
17,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
2,235 |
|
|
$ |
329 |
|
|
$ |
(275 |
) |
|
$ |
|
|
|
$ |
2,289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
633,401 |
|
|
$ |
79,739 |
|
|
$ |
9,488 |
|
|
$ |
(34,821 |
) |
|
$ |
687,807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
Commercial |
|
|
Mortgage |
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
(In Thousands) |
|
Banking |
|
|
Banking |
|
|
Other |
|
|
Elimination |
|
|
Totals |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
9,638 |
|
|
$ |
1,080 |
|
|
$ |
17 |
|
|
$ |
(959 |
) |
|
$ |
9,776 |
|
Gain on sale of loans |
|
|
|
|
|
|
3,810 |
|
|
|
|
|
|
|
(13 |
) |
|
|
3,797 |
|
Other |
|
|
396 |
|
|
|
2,837 |
|
|
|
276 |
|
|
|
(647 |
) |
|
|
2,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income |
|
|
10,034 |
|
|
|
7,727 |
|
|
|
293 |
|
|
|
(1,619 |
) |
|
|
16,435 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
4,998 |
|
|
|
999 |
|
|
|
335 |
|
|
|
(961 |
) |
|
|
5,371 |
|
Salaries and employee benefits |
|
|
1,600 |
|
|
|
3,259 |
|
|
|
|
|
|
|
|
|
|
|
4,859 |
|
Other |
|
|
1,122 |
|
|
|
2,574 |
|
|
|
390 |
|
|
|
(658 |
) |
|
|
3,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
7,720 |
|
|
|
6,832 |
|
|
|
725 |
|
|
|
(1,619 |
) |
|
|
13,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
2,314 |
|
|
$ |
895 |
|
|
$ |
(432 |
) |
|
$ |
|
|
|
$ |
2,777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
562,316 |
|
|
$ |
53,518 |
|
|
$ |
37,850 |
|
|
$ |
(61,916 |
) |
|
$ |
591,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-13-
The following table presents segment information for the six months ended June 30, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
Commercial |
|
|
Mortgage |
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
(In Thousands) |
|
Banking |
|
|
Banking |
|
|
Other |
|
|
|
Eliminations |
|
|
Totals |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
22,650 |
|
|
$ |
2,206 |
|
|
$ |
403 |
|
|
$ |
(2,569 |
) |
|
$ |
22,690 |
|
Gain on sale of loans |
|
|
|
|
|
|
10,567 |
|
|
|
|
|
|
|
(3 |
) |
|
|
10,564 |
|
Other revenues |
|
|
742 |
|
|
|
5,409 |
|
|
|
531 |
|
|
|
(1,165 |
) |
|
|
5,517 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
23,392 |
|
|
|
18,182 |
|
|
|
934 |
|
|
|
(3,737 |
) |
|
|
38,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
11,871 |
|
|
|
2,722 |
|
|
|
683 |
|
|
|
(2,572 |
) |
|
|
12,704 |
|
Salaries and employee benefits |
|
|
3,487 |
|
|
|
7,032 |
|
|
|
|
|
|
|
|
|
|
|
10,519 |
|
Other |
|
|
3,051 |
|
|
|
8,637 |
|
|
|
777 |
|
|
|
(1,165 |
) |
|
|
11,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
18,409 |
|
|
|
18,391 |
|
|
|
1,460 |
|
|
|
(3,737 |
) |
|
|
34,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
4,983 |
|
|
$ |
(209 |
) |
|
$ |
(526 |
) |
|
$ |
|
|
|
$ |
4,248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
633,401 |
|
|
$ |
79,739 |
|
|
$ |
9,488 |
|
|
$ |
(34,821 |
) |
|
$ |
687,807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
Commercial |
|
|
Mortgage |
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
(In Thousands) |
|
Banking |
|
|
Banking |
|
|
Other |
|
|
|
Elimination |
|
|
Totals |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
18,320 |
|
|
$ |
1,714 |
|
|
$ |
30 |
|
|
$ |
(1,643 |
) |
|
$ |
18,421 |
|
Gain on sale of loans |
|
|
|
|
|
|
8,488 |
|
|
|
|
|
|
|
(13 |
) |
|
|
8,475 |
|
Other revenues |
|
|
796 |
|
|
|
4,167 |
|
|
|
587 |
|
|
|
(1,272 |
) |
|
|
4,278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
19,116 |
|
|
|
14,369 |
|
|
|
617 |
|
|
|
(2,928 |
) |
|
|
31,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
9,231 |
|
|
|
1,680 |
|
|
|
653 |
|
|
|
(1,645 |
) |
|
|
9,919 |
|
Salaries and employee benefits |
|
|
3,131 |
|
|
|
6,434 |
|
|
|
|
|
|
|
|
|
|
|
9,565 |
|
Other |
|
|
2,105 |
|
|
|
4,825 |
|
|
|
806 |
|
|
|
(1,283 |
) |
|
|
6,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
14,467 |
|
|
|
12,939 |
|
|
|
1,459 |
|
|
|
(2,928 |
) |
|
|
25,937 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
4,649 |
|
|
$ |
1,430 |
|
|
$ |
(842 |
) |
|
$ |
|
|
|
$ |
5,237 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
562,516 |
|
|
$ |
53,318 |
|
|
$ |
37,850 |
|
|
$ |
(61,916 |
) |
|
$ |
591,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-14-
ACCESS NATIONAL CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 7 EARNINGS PER SHARE (EPS)
The following tables show the calculation of both Basic and Diluted earnings per share (EPS) for
the three and six months ended June 30, 2007 and 2006 respectively. The numerator of both the Basic
and Diluted EPS is equivalent to net income. The weighted average number of shares outstanding
used in the denominator for Diluted EPS is increased over the denominator used for Basic EPS by the
effect of potentially dilutive common stock options and warrants utilizing the treasury stock method.
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Three Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
June 30, 2007 |
|
|
June 30, 2006 |
|
|
|
(In Thousands Except for Share Data) |
|
BASIC EARNINGS PER SHARE: |
|
|
|
|
|
|
|
|
Net Income |
|
$ |
1,507 |
|
|
$ |
1,806 |
|
Weighted average shares outstanding |
|
|
12,002,861 |
|
|
|
8,220,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.13 |
|
|
$ |
0.22 |
|
|
|
|
|
|
|
|
|
|
DILUTED EARNINGS PER SHARE: |
|
|
|
|
|
|
|
|
Net Income |
|
|
1,507 |
|
|
$ |
1,806 |
|
Weighted average shares outstanding |
|
|
12,002,861 |
|
|
|
8,220,963 |
|
Stock options and warrants |
|
|
285,386 |
|
|
|
1,316,510 |
|
|
|
|
|
|
|
|
Weighted average diluted shares outstanding |
|
|
12,288,247 |
|
|
|
9,537,473 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
0.12 |
|
|
$ |
0.19 |
|
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
|
Six Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
June 30, 2007 |
|
|
June 30, 2006 |
|
|
|
(In Thousands Except for Share Data) |
|
BASIC EARNINGS PER SHARE: |
|
|
|
|
|
|
|
|
Net Income |
|
|
2,833 |
|
|
$ |
3,429 |
|
Weighted average shares outstanding |
|
|
11,978,862 |
|
|
|
8,119,548 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.24 |
|
|
$ |
0.42 |
|
|
|
|
|
|
|
|
|
|
DILUTED EARNINGS PER SHARE: |
|
|
|
|
|
|
|
|
Net Income |
|
|
2,833 |
|
|
$ |
3,429 |
|
Weighted average shares outstanding |
|
|
11,978,862 |
|
|
|
8,119,548 |
|
Stock options and warrants |
|
|
292,926 |
|
|
|
1,478,308 |
|
|
|
|
|
|
|
|
Weighted average diluted shares outstanding |
|
|
12,271,789 |
|
|
|
9,597,856 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
0.23 |
|
|
$ |
0.36 |
|
-15-
ACCESS NATIONAL CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 8 DERIVATIVES
The Mortgage Corporation carries all derivative instruments at fair value as either assets or
liabilities in the consolidated balance sheets. Statement of Financial Accounting Standards
(SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities as amended (SFAS
133), provides specific accounting provisions for derivative instruments that qualify for hedge
accounting. The Mortgage Corporation has not elected to apply hedge accounting to its derivative
instruments as provided in SFAS 133.
The Mortgage Corporation enters into interest rate lock commitments, which are commitments to
originate loans whereby the interest rate on the loan is determined prior to funding and the
customers have locked into that interest rate. The Mortgage Corporation also has corresponding
forward sales commitments related to these interest rate lock commitments, which are recorded at
fair value with changes in fair value recorded in non-interest income. The market value of rate
lock commitments and best efforts contracts is not readily ascertainable with precision because
rate lock commitments and best efforts contracts are not actively traded in stand-alone markets.
The Mortgage Corporation determines the fair value of rate lock commitments and best efforts
contracts by measuring the change in the value of the underlying asset while taking into
consideration the probability that the rate lock commitments will close.
For derivative instruments not designated as hedging instruments, the derivative is recorded as a
freestanding asset or liability with the change in value being recognized in current earnings
during the period of change.
At June 30, 2007 and December 31, 2006 the Mortgage Corporation had derivative financial
instruments with a notional value of $182.5 million and $195.8 million respectively. The fair
value of these derivative instruments at June 31, 2007 and December 31, 2006 was $182.2 million and
$195.7 million respectively.
NOTE 9 RECENT ACCOUNTING PRONOUNCEMENTS
In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No.
48 (FIN 48), Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement
109, which provides guidance on the measurement, recognition, and disclosure of tax positions
taken or expected to be taken in a tax return. The interpretation also provides guidance on
de-recognition, classification, interest and penalties, and disclosure. FIN 48 prescribes that a
tax position should only be recognized if it is more-likely-than-not that the position will be
sustained upon examination by the appropriate taxing authority. A tax position that meets this
threshold is measured as the largest amount of benefit that is more likely than not (greater than
50 percent) realized upon ultimate settlement. The cumulative effect of applying FIN 48 is to be
reported as an adjustment to the beginning balance of retained earnings in the period of adoption.
FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this
standard did not have a material impact on financial condition, results of operations or cash
flows.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157
establishes a framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. While SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements, it does not require any
new fair value measurements. SFAS 157 defines fair value as the price that would be received to
sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between
market participants at the measurement date. In addition, SFAS 157 establishes a fair value
hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into
three broad levels. Lastly, SFAS 157 requires additional disclosures for each interim and annual
period separately for each major category of assets and liabilities. SFAS 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. Management does not expect the adoption of this statement to have a
material impact on the Corporations financial statements.
-16-
In February 2007, the FASB issued SFAS No. 159 The Fair Value Option for Financial Assets and
Financial Liabilitiesincluding an amendment of FASB Statement No. 115 (SFAS 159). SFAS 159
permits entities to choose to measure
many financial instruments and certain other items at fair value. Such election, which may be
applied on an instrument by instrument basis, is typically irrevocable once elected. The objective
is to improve financial reporting by providing entities with the opportunity to mitigate volatility
in reported earnings caused by measuring related assets and liabilities differently without having
to apply complex hedge accounting provisions. SFAS 159 is expected to expand the use of fair value
measurement, which is consistent with the Boards long-term measurement objectives for accounting
for financial instruments. SFAS 159 is effective as of the beginning of an entitys first fiscal
year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a
fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply
the provisions SFAS 157. The Corporation is evaluating the impact of this new standard, but
currently does believe the adoption of this statement will not have a material impact on the
Corporations consolidated financial statements.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is intended to provide an overview of the significant factors
affecting the financial condition and the results of operations of Access National Corporation and
subsidiaries (the Corporation) for the three and six months ended June 30, 2007 and 2006. The
consolidated financial statements and accompanying notes should be read in conjunction with this
discussion and analysis.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
In addition to historical information, this Quarterly Report on Form 10-Q may contain
forward-looking statements. For this purpose, any statements contained herein, including documents
incorporated by reference, that are not statements of historical fact may be deemed to be
forward-looking statements. Examples of forward-looking statements include discussions as the
Corporations expectations, beliefs, plans, goals, objectives and future financial or other
performance or assumptions concerning matters discussed in this document. Forward-looking
statements often use words such as believes, expects, plans, may, will, should,
projects, contemplates, anticipates, forecasts, intends or other words of similar
meaning. You can also identify them by the fact that they do not relate strictly to historical or
current facts. Forward-looking statements are subject to numerous assumptions, risks and
uncertainties, and actual results could differ materially from historical results or those
anticipated by such statements. Factors that could have a material adverse effect on the
operations and future prospects of the Corporation include, but are not limited to: changes in the
Corporations competitive position, competitive actions by other financial institutions and the
competitive nature of the financial services industry and the Corporations ability to compete
effectively against other financial institutions in its banking markets; the Corporations
potential growth, including its entrance or expansion into new markets, the opportunities that may
be presented to and pursued by it and the need for sufficient capital to support that growth; the
Corporations ability to manage growth; changes in government monetary policy, interest rates,
deposit flow, the cost of funds, and demand for loan products and financial services; the strength
of the economy in the Corporations target market area, as well as general economic, market, or
business conditions; changes in the quality or composition of the Corporations loan or investment
portfolios, including adverse developments in borrower industries, decline in real estate values in
the Corporations markets, or in the repayment ability of individual borrowers or issuers; an
insufficient allowance for loan losses as a result of inaccurate assumptions; the Corporations
reliance on dividends from the Bank as a primary source of funds; the Corporations reliance on
secondary sources, such as Federal Home Loan Bank advances, sales of securities and loans, federal
funds lines of credit from correspondent banks and out-of-market time deposits, to meet the Banks
liquidity needs; changes in laws, regulations and the policies of federal or state regulators and
agencies; the Corporations mortgage loan business and the offering of non-conforming mortgage
loans; and other circumstances, many of which are beyond the Corporations control. Standard
representations and warranties issued in connection with Loans Held
for Sale may impact on earnings
due to the potential need to repurchase loans due to early payment defaults and for other reasons.
The subsequent cost of liquidating these loans may have negative
impact on earnings. These risks
and uncertainties should be considered in evaluating the forward-looking statements contained
herein, and readers are cautioned not to place undue reliance on such statements. Any
forward-looking statement speaks only as of the date on which it is
made, and the Corporation undertakes no
obligation to update any forward-looking statement to reflect events or circumstances after the
date on which it is made.
CRITICAL ACCOUNTING POLICIES
General
The Corporations financial statements are prepared in accordance with accounting principles
generally accepted in the United States (GAAP). The financial information contained within the
statements is, to a significant extent, financial information that is based on measures of the
financial effects of transactions and events that have already occurred. A variety of factors
could affect the ultimate value that is obtained either when earning income, recognizing an
expense, recovering an asset or relieving a liability. Actual losses could differ
significantly from the historical factors that we monitor. Additionally, GAAP itself may change from
one previously acceptable method to another method. Although the economics of our transactions
would be the same, the timing of events that would impact the Corporations transactions could
change.
-17-
Allowance for Loan Losses
The allowance for loan losses is an estimate of the losses that may be sustained in the Banks loan
portfolio. The allowance is based on
two basic principles of accounting: (i) SFAS No. 5, Accounting for Contingencies, which requires
that losses be accrued when they are
probable of occurring and estimatable and (ii) SFAS No. 114, Accounting by Creditors for
Impairment of a Loan, which requires that losses be accrued based on the differences between the
value of collateral, present value of future cash flows or values that are observable in the
secondary market and the loan balance.
An allowance for loan losses is established through a provision for loan losses based upon industry
standards, known risk characteristics, managements evaluation of the risk inherent in the loan
portfolio and changes in the nature and volume of loan activity. Such evaluation considers among
other factors, the estimated market value of the underlying collateral, and current economic
conditions. For further information about our practices with respect to allowance for loan losses,
please see the subsection Allowance for Loan Losses below.
Derivative Financial Instruments
The Mortgage Corporation carries all derivative instruments at fair value as either assets or
liabilities in the consolidated balance sheets. SFAS 133 provides specific accounting provisions
for derivative instruments that qualify for hedge accounting. The Mortgage Corporation has not
elected to apply hedge accounting to its derivative instruments as provided in SFAS 133.
Off-Balance Sheet Items
In the ordinary course of business, the Bank issues commitments to extend credit and, at June 30,
2007, these commitments amounted to $12.8 million. These commitments do not necessarily represent
cash requirements, since many commitments are expected to expire without being drawn on.
At June 30, 2007, the Bank had approximately $113.5 million in unfunded lines of credit and letters
of credit. These lines of credit, if drawn upon, would be funded from routine cash flows and short
term borrowings. As the Corporation continues the planned expansion of the loan portfolio held for
investment, the volume of commitments and unfunded lines of credit are expected to increase
accordingly.
FINANCIAL CONDITION (June 30, 2007 compared to December 31, 2006)
At June 30, 2007, the Corporations assets increased $43.0 million from $644.8 million at December
31, 2006 to $687.8 million at June 30, 2007. The growth in assets is due to a $53.5 million
increase in net loans held for investment, and an $11.1 million increase in loans held for sale.
Investment securities decreased approximately $10.0 million due to maturities that were not
reinvested. Interest bearing deposits increased $38.2 million. The growth in loans held for
investment is due to our commitment to meeting the credit needs of existing and new
clients. The volume of loans held for sale is partially due to the opening of a new office in
Crofton, Maryland and an increase in loan originations during the month.. This category of loans
is subject to volatility due to changes in interest rates and the general economic outlook for the
housing market.
Asset growth during the period was funded by a combination of deposit growth, an increase in
short-term borrowings and a decrease in investment securities. Deposits increased $38.4 million
and totaled $477.3 million at June 30, 2007 up from $438.9 million at December 31, 2006. Short term
borrowings at June 30, 2007 totaled $89.4 million, an increase of $4.5 million from December 31,
2006.
Securities
The Corporations securities portfolio is comprised of U.S. Treasury securities, U.S. Government
Agency securities, mortgage backed securities, obligations of states and political subdivisions,
CRA Mutual Fund and Federal Reserve and Federal Home Loan Bank stock. At June 30, 2007 the
securities portfolio totaled $95.2 million, down from $105.2 million on December 31, 2006, as a
result of maturities and called securities that were not reinvested. All securities were
classified as available for sale. Securities classified as available for sale are accounted for at
fair market value with unrealized gains and losses recorded directly to a separate component of
shareholders equity, net of associated tax effect. The Corporations securities classified as
available for sale had an unrealized loss net of deferred taxes of $0.5 million on June 30, 2007.
Investment securities are used to provide liquidity, generate income, and to temporarily supplement
loan growth as needed.
-18-
Loans
The loans held for investment portfolio constitutes the largest component of earning assets and
is comprised of commercial loans, real estate loans, construction loans, and consumer loans. These
lending activities provide access to credit to small businesses, professionals and consumers in the
greater Washington, D.C. metropolitan area. All lending activities of the Bank and its subsidiaries
are subject to the regulations and supervision of the Office of the Comptroller of Currency. At
June 30, 2007, loans held for investment increased by $54.2 million from December 31, 2006 and
totaled $487.8 million. Commercial loans increased $11.4 million, commercial real estate loans
increased $39.6 million, construction loans decreased $8.9 million, and residential real estate
loans increased $11.7 million compared to December 31, 2006. See Note 5 for a table that
summarizes the composition of the Corporations loan portfolio. The increase in loans is
attributable to servicing the needs of existing clients and new business originating from,
referrals, community involvement, and increased name recognition and acceptance of the Banks
products and services within the marketplace. Management intends to increase loan officer staffing
and support to facilitate continued growth in the portfolio. The following is a summary of the
Loan Portfolio Held for Investment at June 30, 2007.
Commercial Loans: Commercial Loans represent 13.0% of the held for investment portfolio.
These loans are to businesses or individuals within our target market for business purposes.
Typically the loan proceeds are used to support working capital and the acquisition of fixed assets
of an operating business. We underwrite these loans based upon our assessment of the obligor(s)
ability to generate operating cash flows in the future necessary to repay the loan. To address the
risks associated with the uncertainties of future cash flows, these loans are generally well
secured by assets owned by the business or its principal shareholders and the principal
shareholders are typically required to guarantee the loan.
Real
Estate Construction Loans: Real Estate Construction Loans, also known as construction
and land development loans, comprise 12.2% of our held for investment loan portfolio. These loans
generally fall into one of three circumstances: first, loans to individuals that are ultimately
used to acquire property and construct an owner occupied residence; second, loans to builders for
the purpose of acquiring property and constructing homes for sale to consumers; and third, loans to
developers for the purpose of acquiring land that is developed into finished lots for the ultimate
construction of residential or commercial buildings. Loans of these types are generally secured by
the subject property within limits established by the Board of Directors based upon an assessment
of market conditions and updated from time to time. The loans typically carry recourse to
principal owners. In addition to the repayment risk associated with loans to individuals and
businesses, loans in this category carry construction completion risk. To address this additional
risk, loans of this type are subject to additional administration procedures designed to verify and
ensure progress of the project in accordance with allocated funding, project specifications and
time frames.
Commercial Real Estate Loans: Also known as Commercial Mortgages, loans in this category
represent 40.9% of the loan portfolio held for investment. These loans generally fall into one of
three situations in order of magnitude: first, loans supporting an owner occupied commercial
property; second, properties used by non-profit organizations such as churches or schools where
repayment is dependent upon the cash flow of the non-profit organizations; and third, loans
supporting a commercial property leased to third parties for investment. Commercial Real Estate
Loans are secured by the subject property and underwritten to policy standards. Policy standards
approved by the Board of Directors from time to time set forth, among other considerations, loan to
value limits, cash flow coverage ratios, and the general creditworthiness of the obligors.
Real Estate Residential Loans: This category includes loans secured by first or second
mortgages on one to four family residential properties and represent 33.7% of the portfolio. Of
this amount, the following sub-categories exist as a percentage of the whole Residential Real
Estate Loan portfolio: Home Equity Lines of Credit 14.9%; First Trust Mortgage Loans 76.0%; Loans
Secured by a Junior Trust 2.3%; Multi-family loans and loans secured by Farmland 1.2%.
Home Equity Loans
are extended to borrowers in our target market. Real estate equity
is the largest component of consumer wealth in the our marketplace. Once approved, this consumer
finance tool allows the borrower to access the equity in their home or investment property and use
the proceeds for virtually any purpose. Home Equity Loans are most frequently secured by a second
lien on residential property. 1-4 Family Residential First Trust Loan, or First Mortgage Loan,
proceeds are used to acquire or refinance the primary financing on owner occupied and residential
investment properties. Junior Trust Loans, or Loans Secured by a Second Trust Loans, are loans to
consumers wherein the proceeds have been used for a stated consumer purpose. Examples of consumer
purposes are education, refinancing debt, or purchasing consumer goods. The loans are generally
extended in a single disbursement and repaid over a specified period of time.
Loans in the Residential Real Estate portfolio are underwritten to standards within a traditional
consumer framework that is periodically reviewed and updated by management and Board of Directors:
repayment source and capacity, value of the underlying property, credit history, savings pattern
and stability.
19
Consumer
Loans: Consumer Loans make up approximately 0.2% of the loan
portfolio held for investment. Most
loans are well secured with assets other than real estate, such as marketable securities or automobiles. Very few consumer loans are unsecured.
As a matter of operation, management discourages unsecured lending. Loans in this category are
underwritten to standards within a traditional consumer framework that is periodically reviewed and
updated by management and the Board of Directors: repayment capacity, collateral value, savings
pattern, credit history and stability.
Loans Held for Sale (LHFS)
Loans Held for Sale are originated by the Mortgage Corporation and carried on the books at the
lower of cost or market value. These loans
are residential mortgage loans extended to consumers and underwritten in accordance with standards
set forth by an institutional investor to
whom we expect to sell the loans for a profit. Loan proceeds are used for the purchase or
refinance of the property securing the loan. Loans are sold with the servicing released to the
investor. The LHFS loans are closed by the Mortgage Corporation and carried on their books until
the loan is delivered to and purchased by an investor. In the second quarter of 2007 we originated
$343.2 million of loans processed in this manner. Repayment risk of this activity is minimal since
the loans are on the books for a short time period. Loans are sold without recourse and subject to
industry standard representations and warranties. The risks associated with this activity center
around early payment defaults, borrower fraud and failure of our investors to purchase the loans.
These risks are addressed by the on-going maintenance of an extensive quality control program, an
internal audit and verification program, and a selective approval process for investors and
programs offered. At June 30, 2007, loans held for sale totaled $76.4 million compared to $65.3
million at year end 2006. The increase in loans held for sale is primarily due to an increase in
loan originations during the month of June.
Brokered Loans
Brokered loans are underwritten and closed by a third party lender. The Mortgage Corporation is
paid a fee for procuring and packaging brokered loans. For the first six months of 2007, a total
volume of $108.4 million in residential mortgage loans was originated under this type of delivery
method, as compared to $79.6 million for the same period of 2006. Brokered loans accounted for
16.6% of the total loan volume for the first six months of 2007.
Allowance for Loan Losses
The Banks allowance for loan losses increased by $759 thousand which includes a $3 thousand
recovery on a previously charged off loan and totaled $6.2 million at June 30, 2007 compared to
$5.5 million at year end 2006. Although actual loan losses have been insignificant, senior credit
management, with over 60 years in collective experience in managing similar portfolios in the
marketplace, concluded the amount of our reserve and the methodology applied to arrive at the
amount of the reserve is justified and appropriate due to the lack of seasoning of the portfolio,
the relatively large dollar amount of a relatively small number of loans, portfolio growth,
staffing changes, volume, changes in individual risk ratings on new loans and trend analysis.
Outside of the Corporations analysis, our reserve adequacy and methodology are reviewed on a
regular basis by, our internal audit program and bank regulators and such reviews have not resulted
in any material adjustment to the reserve. The schedule below apportions the allowance for loan
losses by loan types.
The Bank does not have a meaningful history of charge offs with which to establish trends in loan
losses by loan classifications. As of June 30, 2007, the total net charge offs for the eight years
of operation was approximately $8 thousand. The overall allowance for loan losses is equivalent to
approximately 1.27% of total loans held for investment at June 30, 2007. The methodology as to
how the allowance was derived is a combination of specific allocations and percentages allocation
of the unallocated portion of the allowance for loan losses, as discussed below. The Bank has
developed a comprehensive risk weighting system based on individual loan characteristics that
enables the Bank to allocate the composition of the allowance for loan losses by types of loans,
risk ratings and systemic risk factors.
The loss risk of each loan within a particular classification, however, is not the same. The
methodology for arriving at the allowance is not dictated by loan classification alone. The
methodology as to how the allowance was derived is detailed below. Unallocated amounts included in
the allowance for loan losses have been applied to the loan classifications on a percentage basis.
Adequacy of the reserve is assessed, and appropriate expense and charge offs are taken, no less
frequently than at the close of each fiscal quarter end. The methodology by which we
systematically determine the amount of the reserve is set forth by the Board of Directors in our
Credit Policy. Under this Policy, the Chief Credit Officer is charged with ensuring that each loan
is individually evaluated and the portfolio characteristics are evaluated to arrive at an
appropriate aggregate reserve. The results of the analysis are documented, reviewed and approved
by the Board of Directors no less than quarterly. The following elements are considered in this
analysis: loss estimates on specific problem credits (the Specific Reserve), individual loan
risk ratings, lending staff changes, loan review and Board oversight, loan policies and procedures,
portfolio trends with respect to volume, delinquency, composition/concentrations of credit, risk
rating migration, levels of classified credit, off-balance sheet credit exposure, any other factors
considered relevant from time to time (the General Reserve) and, finally, an Unallocated
Reserve to cover any, unforeseen factors not considered above in the appropriate magnitude.
20
Each of the reserve components, General, Specific and Unallocated, are discussed in further detail
below.
With respect to the General Reserve, all loans are graded or Risk Rated individually for loss
potential at the time of origination and as warranted thereafter, but no less frequently than
quarterly. Loss potential factors are applied based upon a blend of the following criteria: our
own direct experience at this Bank; our collective management experience in administering similar
loan portfolios in the market for over 60 years; and peer data contained in statistical releases
issued by both the Office of the Comptroller of the Currency and the Federal Deposit Insurance
Corporation. Although looking only at peer data and the Banks historically low write-offs would
suggest a lower loan loss allowance, managements experience with similar portfolios in the same
market combined with the fact that the portfolio is relatively unseasoned, justify a conservative
approach in contemplating external statistical resources. Accordingly, managements collective
experience at this Bank and other banks is the most heavily weighted criterion, and the weighting
is subjective and varies by loan
type, amount, collateral, structure, and repayment terms. Prevailing
economic conditions, generally
and within each individual borrowers business sector are considered, as well as any changes in the
borrowers own financial position and, in the case of commercial loans, management structure and
business operations. As of June 30, 2007, our evaluation of these factors supported approximately
91.1% of the total loss reserve. As our portfolio ages and we gain more direct experience, the
direct experience will weigh more heavily in our evaluation.
When deterioration develops in an individual credit, the loan is placed on a Watch List and the
loan is monitored more closely. All loans on the watch list are evaluated for specific loss
potential based upon either an evaluation of the liquidated value of the collateral or cash flow
deficiencies. If management believes that, with respect to a specific loan, an impaired source of
repayment, collateral impairment or a change in a debtors financial condition presents a
heightened risk of non-performance of a particular loan, a portion of the reserve may be
specifically allocated to that individual loan. The aggregation of this loan by loan analysis
comprises the Specific Reserve and accounted for 1% of the total loss reserve at June 30, 2007.
The Unallocated Reserve is maintained to absorb risk factors outside of the General and Specific
Allocations. Maximum and minimum target limits are established by us on a quarterly basis for the
Unallocated Reserve. As of June 30, 2007, the threshold range for this component was 0.00% to
0.15% of the total loan portfolio and accounted for approximately 8.9% of the total loss reserve.
At June 30, 2007, the unallocated reserve amounted to $0.6 million and equaled 0.11% of total
loans.
An analysis of the Banks allowance for loan losses as of and for the period indicated is set forth
in the following tables:
Allowance for Loan Losses
(In Thousands)
|
|
|
|
|
Balance as of December 31, 2006 |
|
$ |
5,452 |
|
Charge offs |
|
|
|
|
Recoveries |
|
|
3 |
|
Provision |
|
|
756 |
|
Balance as of June 30, 2007 |
|
$ |
6,211 |
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of the Allowance for Loan Losses |
|
|
|
June 30, 2007 |
|
|
December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
Allowance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for Loan |
|
|
|
|
|
|
Amount |
|
|
Percentage |
|
|
Loss |
|
|
Percentage |
|
|
Amount |
|
|
Percentage |
|
|
Loss |
|
|
Percentage |
|
|
|
|
|
|
|
|
(Dollars In Thousands)
|
Commercial |
|
$ |
63,256 |
|
|
|
12.97 |
% |
|
$ |
1,085 |
|
|
|
17.47 |
% |
|
|
51,825 |
|
|
|
11.95 |
% |
|
|
802 |
|
|
|
14.71 |
% |
Commercial real estate |
|
|
199,561 |
|
|
|
40.91 |
|
|
|
2,802 |
|
|
|
45.11 |
|
|
|
159,996 |
|
|
|
36.90 |
|
|
|
2296 |
|
|
|
42.11 |
|
Real estate
construction |
|
|
59,663 |
|
|
|
12.23 |
|
|
|
852 |
|
|
|
13.72 |
|
|
|
68,570 |
|
|
|
15.81 |
|
|
|
1055 |
|
|
|
19.35 |
|
Residential real estate |
|
|
164,359 |
|
|
|
33.69 |
|
|
|
1,465 |
|
|
|
23.59 |
|
|
|
152,648 |
|
|
|
35.21 |
|
|
|
1293 |
|
|
|
23.71 |
|
Consumer |
|
|
984 |
|
|
|
0.20 |
|
|
|
7 |
|
|
|
0.11 |
|
|
|
555 |
|
|
|
0.13 |
|
|
|
6 |
|
|
|
11.01 |
|
|
|
|
|
|
|
|
$ |
487,823 |
|
|
|
100.00 |
% |
|
$ |
6,211 |
|
|
|
100.00 |
% |
|
|
433,594 |
|
|
|
100.00 |
% |
|
$ |
5,452 |
|
|
|
100.00 |
% |
|
|
|
|
|
Reserve for Potential Loan Losses Loans Held for Sale (LHFS)
The Mortgage Corporation maintains a reserve separately from the Bank specifically for LHFS that is
not included in the Banks Allowance for Loan Losses. The risks associated with the LHFS activity
of the Mortgage Corporation differ from the risks associated with Loans Held for Investment and is
therefore accounted for separately by the Mortgage Corporation. The risks associated with LHFS
center around early payment defaults, borrower fraud and failure of the Mortgage Corporations
investors to purchase loans. Prior to the first quarter in 2007, the reserve for this activity was
not material.
Loans are added to a Reserve Schedule as soon as management is able to ascertain or substantiate
a claim or loss potential related to a sold loan. For the six months ended June 30, 2007 the
Mortgage Corporation has expensed approximately $983 thousand to other operating expense to
provide for potential losses associated with approximately $3 million in non performing assets.
The balance in the Reserve for Potential Loan Losses at June 30, 2007, was $736 thousand up from
$286 thousand at December 31, 2006. The amount of the Reserve for Potential Loan Losses is based
on managements estimate of the financial risks associated with each loan and the likely
disposition action. Disposition may be in the form of collateral liquidation or resale to a third
party at a discount.
Reserve for Potential Loan Losses on LHFS
(In Thousands)
|
|
|
|
|
Balance as of December 31, 2006 |
|
$ |
286 |
|
Charge offs |
|
|
(533 |
) |
Recoveries |
|
|
|
|
Provision |
|
|
983 |
|
|
|
|
|
Balance as of June 30, 2007 |
|
$ |
736 |
|
|
|
|
|
Non-performing Loans And Past Due
At June 30, 2007 the Bank had one loan in the amount of $396 thousand in non-accrual status and one
loan in the amount $1.2 million
past due more than 90 days. The collateral is being liquidated on the past due loan and will be
sufficient to pay off the loan. Non-performing assets at the Mortgage Corporation are comprised of
non-accrual loans totaling $2.2 million and other real estate owned totaling $899 thousand.
22
Deposits
Deposits are the primary source of funding loan growth. At June 30, 2007, deposits totaled $477.3
million compared to $438.9 million on
December 31, 2006, an increase of $38.4 million. Savings and interest-bearing accounts increased
$1.6 million and time deposits increased
$36.6 million. Non interest-bearing deposits remained constant at $79 million at June 30, 2007 and
December 31, 2006. The Banks core deposit base is comprised primarily of commercial accounts and,
due to the inherent nature of these accounts, balances can be subject to wide fluctuations.
The Bank opened a new banking office in Loudoun County during the first quarter of 2007 and plans
to open one in Prince William County during the third quarter. The new branches are expected to
provide an opportunity to expand our deposit base.
Shareholders Equity
Shareholders equity was $65.1 million at June 30, 2007. A strong capital position is vital to the
continued profitability of the Corporation. It also promotes depositor and investor confidence and
provides a solid foundation for the future growth of the organization. Shareholders
equity increased by $2.8 million during the six months ended June 30, 2007. The increase is due to
the retention of earnings and the exercise of stock options and dividends reinvested. Other
comprehensive income (loss), representing unrealized gains and losses on available for sale
securities, decreased $29 thousand net of taxes.
Banking regulators have defined minimum regulatory capital ratios that the Corporation and the Bank
are required to maintain. These risk based capital guidelines take into consideration risk
factors, as defined by the banking regulators, associated with various categories of assets, both
on and off the balance sheet. Both the Corporation and Bank are classified as Well Capitalized,
which is the highest rating. The following Risk Based Capital Analysis table outlines the
regulatory components of capital and risk based capital ratios.
23
Risk Based Capital Analysis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
(In Thousands) |
|
|
|
|
|
Tier 1 Capital: |
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
$ |
9,992 |
|
|
$ |
9,867 |
|
|
|
|
|
Capital surplus |
|
|
29,349 |
|
|
|
29,316 |
|
|
|
|
|
Retained earnings |
|
|
26,234 |
|
|
|
23,641 |
|
|
|
|
|
Less: Net unrealized loss on equity securities |
|
|
(36 |
) |
|
|
(21 |
) |
|
|
|
|
Subordinated debentures |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total tier 1 capital |
|
|
75,539 |
|
|
|
72,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses* |
|
|
6,466 |
|
|
|
5,688 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Risk Based Capital |
|
$ |
82,005 |
|
|
$ |
78,491 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk weighted assets |
|
$ |
551,997 |
|
|
$ |
484,987 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarterly average assets |
|
$ |
671,372 |
|
|
$ |
631,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regulatory Minimum
|
Capital Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 risk based capital ratio |
|
|
13.68 |
% |
|
|
15.01 |
% |
|
|
4.00 |
% |
Total risk based capital ratio |
|
|
14.86 |
% |
|
|
16.18 |
% |
|
|
8.00 |
% |
Leverage ratio |
|
|
11.25 |
% |
|
|
11.53 |
% |
|
|
4.00 |
% |
|
|
|
* |
|
Includes reserves for off balance sheet items |
24
RESULTS OF OPERATIONS (June 30, 2007)
Summary
Net income for the three months and six months ended June 31, 2007 totaled $1.5 million and $2.8
million, respectively, compared to $1.8 million and $3.4 million, respectively, for the same period
in 2006. Basic earnings per common share amounted to $0.13 and $0.24 per share for the three months
and six months ended June 31, 2007, respectively, compared to $0.22 and $0.42 per share for the
same period in 2006. Diluted earnings per share were $0.12 and $0.23 for the three and six month
period ended June 30, 2007 compared to $0.19 and $0.36 for the three and six month period in 2006
respectively. Earnings per share on a comparative basis were impacted by a 17% decrease in net
income and an increase in the average shares outstanding as a result of the Corporations August,
2006 public stock offering.
Earnings for the six month period ended June 30, 2007 were impacted by an increase in the Banks
allowance for loan losses of $583 thousand over the same period in 2006. The increase was due to
$54.2 million in loan growth during the first six months of 2007. The Mortgage Corporation
increased its allowance for potential loan losses by approximately $1.0 million as a result of
repurchasing approximately $6 million in mortgage loans that were previously sold. The management
of the Mortgage Corporation believes this repurchase activity is an isolated event based upon
changes in residential mortgage lending market conditions. Previous repurchase activity has not
been material. Although there can be no assurance, future repurchase activity is not expected to be
material.
Interest and fees on loans increased by $1.8 million in the second quarter and $4.1 million for the
six months ended June 30, 2007 over the same periods of 2006. This increase reflects the $54.2
million increase in loans held for investment at June 30, 2007 over year end. Noninterest income
totaled $16.1 million for the six months ended June 30, 2007 compared to $12.8 million for the same
period in 2006. This increase is primarily due to a $2.1 million increase in gains on the sale of
mortgage loans and a $1.1 million increase in other income.
Net Interest Income
Net interest income, the principal source of the Banks earnings, is the amount of income generated
by earning assets (primarily loans and investment securities) less the interest expense incurred on
interest bearing liabilities (primarily deposits) used to fund earning assets. Net interest margin
increased 16 basis points during the first six months from 2.97% in 2006 to 3.13% in 2007. The
increase in net interest margin is primarily due to a $99.7 million increase in earning assets over
the first six months of 2006.
Net interest income for the six months ended June 30, 2007 increased to $10.0 million compared to
$8.5 million for the same period in 2006. Net interest income depends upon the volume of earning
assets and interest bearing liabilities and the associated rates. The yield on earning assets
increased from 6.64% in 2006 to 7.09% in 2007.
Total interest expense for the first six months of 2007 increased $2.8 million from $9.9 million in
2006 to $12.7 million. Total interest bearing deposits averaged approximately $363.2 million June
30, 2007 compared to $344.4 million at June 30, 2006. Borrowed funds for the six months ended June
30, 2007 averaged $163.1 million compared to $119.3 million for the corresponding period in 2006.
The increase in deposits and borrowings funded the growth in earning assets. The average cost of
interest bearing liabilities at June 30, 2007 was 4.83%, up from 4.28% at June 30, 2006.
25
The following table presents volume and rate analysis for six months ended June 30, 2007 and 2006:
Volume and Rate Analysis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
2007 Compared to 2006 |
|
|
|
Change Due To: |
|
|
|
Increase/ |
|
|
|
|
|
|
|
|
|
(Decrease) |
|
|
Volume |
|
|
Rate |
|
|
|
|
|
|
(In Thousands) |
Interest Earning Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Securities |
|
$ |
(47 |
) |
|
$ |
(113 |
) |
|
$ |
66 |
|
Loans |
|
|
4,145 |
|
|
|
3,776 |
|
|
|
369 |
|
Interest bearing deposits |
|
|
171 |
|
|
|
139 |
|
|
|
32 |
|
|
|
|
Total Increase (Decrease) in Interest
Income |
|
|
4,269 |
|
|
|
3,802 |
|
|
|
467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Bearing Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand deposits |
|
|
(12 |
) |
|
|
(13 |
) |
|
|
1 |
|
Money market deposit accounts |
|
|
(394 |
) |
|
|
(529 |
) |
|
|
135 |
|
Savings accounts |
|
|
132 |
|
|
|
89 |
|
|
|
43 |
|
Time deposits |
|
|
1,695 |
|
|
|
932 |
|
|
|
763 |
|
|
|
|
Total interest-bearing deposits |
|
|
1,421 |
|
|
|
479 |
|
|
|
942 |
|
FHLB Advances |
|
|
424 |
|
|
|
228 |
|
|
|
196 |
|
Securities sold under agreements to
repurchase |
|
|
171 |
|
|
|
162 |
|
|
|
9 |
|
Other short-term borrowings |
|
|
141 |
|
|
|
127 |
|
|
|
14 |
|
Long-term borrowings |
|
|
593 |
|
|
|
477 |
|
|
|
116 |
|
Subordinated debentures |
|
|
35 |
|
|
|
|
|
|
|
35 |
|
|
|
|
Total Increase (Decrease) in Interest
Expense |
|
|
2,785 |
|
|
|
1,473 |
|
|
|
1,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Net Interest Income |
|
$ |
1,484 |
|
|
$ |
2,329 |
|
|
$ |
(845 |
) |
|
|
|
26
Yield on Average Earning Assets and Rates on Average Interest-Bearing Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Month |
|
|
|
Period Ended June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
|
Average |
|
|
Income / |
|
|
Yield / |
|
|
Average |
|
|
Income / |
|
|
Yield / |
|
|
|
Balance |
|
|
Expense |
|
|
Rate |
|
|
Balance |
|
|
Expense |
|
|
Rate |
|
|
|
|
|
|
|
|
(Dollars In Thousands)
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities(1) |
|
$ |
98,874 |
|
|
$ |
2,235 |
|
|
|
4.52 |
% |
|
$ |
103,912 |
|
|
$ |
2,282 |
|
|
|
4.39 |
% |
Loans(2) |
|
|
527,777 |
|
|
|
20,119 |
|
|
|
7.62 |
% |
|
|
428,526 |
|
|
|
15,974 |
|
|
|
7.46 |
% |
Interest bearing deposits |
|
|
13,902 |
|
|
|
359 |
|
|
|
5.16 |
% |
|
|
8,374 |
|
|
|
188 |
|
|
|
4.49 |
% |
|
|
|
|
|
Total interest earning assets |
|
|
640,553 |
|
|
|
22,713 |
|
|
|
7.09 |
% |
|
|
540,812 |
|
|
|
18,444 |
|
|
|
6.82 |
% |
Non-interest earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
|
6,729 |
|
|
|
|
|
|
|
|
|
|
|
10,385 |
|
|
|
|
|
|
|
|
|
Premises, land and equipment |
|
|
9,775 |
|
|
|
|
|
|
|
|
|
|
|
9,651 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
8,403 |
|
|
|
|
|
|
|
|
|
|
|
6,482 |
|
|
|
|
|
|
|
|
|
Less: allowance for loan losses |
|
|
(5,783 |
) |
|
|
|
|
|
|
|
|
|
|
(5,312 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest earning assets |
|
|
19,124 |
|
|
|
|
|
|
|
|
|
|
|
21,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
659,677 |
|
|
|
|
|
|
|
|
|
|
$ |
562,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand deposits |
|
$ |
10,111 |
|
|
$ |
111 |
|
|
|
2.20 |
% |
|
$ |
11,275 |
|
|
$ |
123 |
|
|
|
2.18 |
% |
Money market deposit accounts |
|
|
101,103 |
|
|
|
2,134 |
|
|
|
4.22 |
% |
|
|
126,483 |
|
|
|
2,528 |
|
|
|
4.00 |
% |
Savings accounts |
|
|
5,552 |
|
|
|
135 |
|
|
|
4.86 |
% |
|
|
607 |
|
|
|
3 |
|
|
|
0.99 |
% |
Time deposits |
|
|
246,437 |
|
|
|
6,066 |
|
|
|
4.92 |
% |
|
|
206,051 |
|
|
|
4,371 |
|
|
|
4.24 |
% |
|
|
|
|
|
Total interest-bearing deposits |
|
|
363,203 |
|
|
|
8,446 |
|
|
|
4.65 |
% |
|
|
344,416 |
|
|
|
7,025 |
|
|
|
4.08 |
% |
FHLB Advances |
|
|
81,138 |
|
|
|
2,195 |
|
|
|
5.41 |
% |
|
|
72,309 |
|
|
|
1,771 |
|
|
|
4.90 |
% |
Securities sold under agreements to repurchase |
|
|
9,616 |
|
|
|
204 |
|
|
|
4.24 |
% |
|
|
1,892 |
|
|
|
33 |
|
|
|
3.49 |
% |
Other short-term borrowings |
|
|
19,895 |
|
|
|
417 |
|
|
|
4.19 |
% |
|
|
13,805 |
|
|
|
276 |
|
|
|
4.00 |
% |
Long-term borrowings |
|
|
42,126 |
|
|
|
990 |
|
|
|
4.70 |
% |
|
|
21,005 |
|
|
|
397 |
|
|
|
3.78 |
% |
Subordinated debentures |
|
|
10,311 |
|
|
|
452 |
|
|
|
8.77 |
% |
|
|
10,311 |
|
|
|
417 |
|
|
|
8.09 |
% |
|
|
|
|
|
Total interest-bearing liabilities |
|
|
526,289 |
|
|
|
12,704 |
|
|
|
4.83 |
% |
|
|
463,738 |
|
|
|
9,919 |
|
|
|
4.28 |
% |
|
|
|
|
|
Non-interest bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
|
64,418 |
|
|
|
|
|
|
|
|
|
|
|
61,022 |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
3,942 |
|
|
|
|
|
|
|
|
|
|
|
3,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
594,649 |
|
|
|
|
|
|
|
|
|
|
|
528,591 |
|
|
|
|
|
|
|
|
|
Shareholders Equity |
|
|
65,028 |
|
|
|
|
|
|
|
|
|
|
|
33,427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders Equity: |
|
$ |
659,677 |
|
|
|
|
|
|
|
|
|
|
$ |
562,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Spread(3) |
|
|
|
|
|
|
|
|
|
|
2.26 |
% |
|
|
|
|
|
|
|
|
|
|
2.54 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Margin(4) |
|
|
|
|
|
$ |
10,009 |
|
|
|
3.13 |
% |
|
|
|
|
|
$ |
8,525 |
|
|
|
3.15 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Interest income and yields are presented on a fully taxable equivalent basis using 34% tax rate.
(2)Loans placed on nonaccrual status are included in loan balances.
(3) Interest spread is the average yield earned on earning assets, less the average rate incurred on interest bearing liabilities.
(4)Net interest margin is net interest income, expressed as a percentage of average earning assets.
27
Noninterest Income
Noninterest income consists of revenue generated from financial services and activities other than
lending and investing. The Mortgage Corporation provides the most significant contributions
towards noninterest income. Total noninterest income was $16.1 million for the six month period
ended June 30, 2007 compared to $12.8 million for the same period in 2006, an increase of $3.3
million. Noninterest income for the three month period ended June 30, 2007 totaled approximately
$8.1 million up from $6.7 million for the same period of 2006. Gains on the sale of loans
originated by the Mortgage Corporation totaled $5.2 million and $10.6 million for the three and six
month periods ending June 30, 2007, compared to $3.8 million and $8.5 million for the same periods
of 2006. Other income totaled $3.0 million, for the first six months of 2007 up from $1.9 million
for the same period in 2006, an increase of $1.1 million. Other income totaled $1.8 million for the
second quarter of 2007 up from $1.4 million for the second quarter of 2006. The increase of $1.1
million for the first six months of 2007 is largely due to a $759 thousand increase in other
settlement fees.
Noninterest Expense
Noninterest expense totaled $10.3 million and $21.1 million for the three and six months ended June
30, 2007 compared to $8.2 million and $15.8 million for the same periods in 2006. Salaries and
benefits totaled $10.5 million for the first six months of 2007, compared to $9.6 million for the
same period last year due to increases in staff at both the Bank and Mortgage Corporation. Other
operating expenses totaled approximately $9.3 million for the six months ended June 30, 2007, up
from $5.3 million for the six months ended June 30, 2006. The increase in other operating expenses
is primarily attributable to a $1.7 million increases in broker fees and the addition of
approximately $1 million to the provision for potential loan losses relating to loans held for
sale. As with other noninterest income associated with the Mortgage Corporation noninterest
expense also fluctuates with loan origination volumes.
Liquidity Management
Liquidity is the ability of the Corporation to convert assets into cash or cash equivalents without
significant loss and to raise additional funds by increasing liabilities. Liquidity management
involves maintaining the Corporations ability to meet the daily cash flow requirements of both
depositors and borrowers.
Asset and liability management functions not only serve to assure adequate liquidity in order to
meet the needs of the Corporations customers, but also to maintain an appropriate balance between
interest sensitive assets and interest sensitive liabilities so that the Corporation can earn an
appropriate return for its shareholders.
The asset portion of the balance sheet provides liquidity primarily through loan principal
repayments and maturities of investment securities. Other short-term investments such as Federal
Funds sold and maturing interest bearing deposits with other banks are additional sources of
liquidity funding. At June 30, 2007, overnight interest bearing balances totaled $5.2 million and
securities available for sale less restricted stock totaled $94.3 million.
The liability portion of the balance sheet provides liquidity through various interest bearing and
noninterest bearing deposit accounts, Federal Funds purchased, securities sold under agreement to
repurchase and other short-term borrowings. At June 30, 2007, the Bank had a line of credit with
the Federal Home Loan Bank of Atlanta totaling $193.1 million and had outstanding variable rate
loans of $51 million, and an additional $41.3 million in term loans at fixed rates ranging from
2.70% to 5.34% leaving $100.8 million available on the line. In addition to the line of credit at
the Federal Home Loan Bank, the Bank and its mortgage bank subsidiary also issue repurchase
agreements and commercial paper. As of June 30, 2007, outstanding repurchase agreements totaled
approximately $15.0 million and commercial paper issued and short term borrowings amounted to $23.5
million. The interest rates on these instruments are variable and subject to change daily. The
Bank also maintains Federal Funds lines of credit with its correspondent banks and, at June 30,
2007, these lines amounted to $22.6 million. The Corporation also has $10.3 million in
subordinated debentures to support the growth of the organization.
28
Borrowed Funds Distribution
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
(Dollars In Thousands) |
|
At Period End |
|
|
|
|
|
|
|
|
FHLB advances |
|
$ |
51,000 |
|
|
$ |
45,000 |
|
FHLB long term borrowings |
|
|
41,298 |
|
|
|
42,572 |
|
Securities sold under agreements to
repurchase |
|
|
14,965 |
|
|
|
14,541 |
|
Other short term borrowings |
|
|
23,464 |
|
|
|
20,599 |
|
Subordinated debentures |
|
|
10,311 |
|
|
|
10,311 |
|
Fed Funds purchased |
|
|
|
|
|
|
4,811 |
|
|
|
|
|
|
|
|
Total at period end |
|
$ |
141,038 |
|
|
$ |
137,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Balances |
|
|
|
|
|
|
|
|
FHLB advances |
|
$ |
81,138 |
|
|
$ |
61,066 |
|
FHLB long term borrowings |
|
|
42,126 |
|
|
|
23,722 |
|
Securities sold under agreements to
repurchase |
|
|
9,616 |
|
|
|
4,644 |
|
Other short term borrowings |
|
|
19,895 |
|
|
|
18,005 |
|
Subordinated debentures |
|
|
10,311 |
|
|
|
10,311 |
|
|
|
|
|
|
|
|
Total average balance |
|
$ |
163,086 |
|
|
$ |
117,748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average rate paid on all borrowed funds |
|
|
5.22 |
% |
|
|
5.02 |
% |
|
|
|
|
|
|
|
Contractual Obligations
There have been no material changes outside the ordinary course of business to the contractual
obligations disclosed in the Corporations Annual Report on Form 10-K for the year ended December
31, 2006.
29
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Corporations market risk is composed primarily of interest rate risk. The Funds Management
Committee is responsible for reviewing the interest rate sensitivity position and establishes
policies to monitor and coordinate the Corporations sources, uses and pricing of funds.
Interest Rate Sensitivity Management
The Corporation uses a simulation model to analyze, manage and formulate operating strategies that
address net interest income sensitivity to movements in interest rates. The simulation model
projects net interest income based on various interest rate scenarios over a twelve month period.
The model is based on the actual maturity and re-pricing characteristics of rate sensitive assets
and liabilities. The model incorporates certain assumptions which management believes to be
reasonable regarding the impact of changing interest rates and the prepayment assumption of certain
assets and liabilities as of June 30, 2007. The table below reflects the outcome of these analyses
at June 30, 2007, assuming a flat balance sheet. According to the model run for the period ended
June 30, 2007 projecting forward over a twelve month period, an immediate 100 basis points increase
in interest rates would result in a decline in net interest income by 2.18%. An immediate 100 basis
points decline in interest rates would result in an increase in net interest income by 1.87%.
While management carefully monitors the exposure to changes in interest rates and takes actions as
warranted to decrease any adverse impact, there can be no assurance about the actual effect of
interest rate changes on net interest income. The following table reflects the Corporations
earnings sensitivity profile as of June 30, 2007.
Rate Shock Analysis
June 30, 2007
|
|
|
|
|
|
|
|
|
Hypothetical Percentage |
Change in Federal |
|
Hypothetical Percentage |
|
Change in Economic |
Funds Target Rate |
|
Change in Earnings |
|
Value of Equity |
3.00%
|
|
-5.80% |
|
-29.75% |
2.00%
|
|
-3.86%
|
|
-19.55% |
1.00%
|
|
-1.95%
|
|
-9.95% |
-1.00%
|
|
1.81%
|
|
9.22% |
-2.00%
|
|
3.09%
|
|
18.15% |
-3.00%
|
|
3.88%
|
|
28.55% |
The Corporations net interest income and the fair value of its financial instruments are
influenced by changes in the level of interest rates. The Corporation manages its exposure to
fluctuations in interest rates through policies established by its Funds Management Committee. The
Funds Management Committee meets periodically and has responsibility for formulating and
implementing strategies to improve balance sheet positioning and earnings and reviewing interest
rate sensitivity.
The Mortgage Corporation is party to mortgage rate lock commitments to fund mortgage loans at
interest rates previously agreed to, as locked by both the Corporation and the borrower for
specified periods of time. When the borrower locks its interest rate, the Corporation effectively
extends a put option to the borrower, whereby the borrower is not obligated to enter into the loan
agreement, but the Corporation must honor the interest rate for the specified time period. The
Corporation is exposed to interest rate risk during the accumulation of interest rate lock
commitments and loans prior to sale. The Corporation utilizes either a best efforts sell forward
commitment or a mandatory sell forward commitments to economically hedge the changes in fair value
of the loan due to changes in market interest rates. Failure to effectively monitor, manage and
hedge the interest rate risk associated with the mandatory commitments subjects the Corporation to
potentially significant market risk.
Throughout the lock period the changes in the market value of interest rate lock commitments, best
efforts and mandatory sell forward commitments are recorded as unrealized gains and losses and are
included in the statement of operations in mortgage revenue. The Corporations management has
made complex judgments in the recognition of gains and losses in connection with this activity.
The Corporation utilizes a third party and its proprietary simulation model to assist in
identifying and managing the risk associated with this activity. The Corporation did not have a
material gain or loss representing the amount of hedge ineffectiveness during the reporting periods
contained in this report.
30
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Corporation maintains a system of disclosure controls and procedures that is designed to ensure
that material information relating to the Corporation and its consolidated subsidiaries is
accumulated and communicated to management, including the Corporations Chief Executive Officer and
Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As
required, management, with the participation of the Corporations Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the design and operation of the Corporations
disclosure controls and procedures as of the end of the period covered by this report. Based on
this evaluation, the Corporations Chief Executive Officer and Chief Financial Officer concluded
that the Corporations disclosure controls and procedures were operating effectively to ensure that
information required to be disclosed by the Corporation in reports that it files or submits under
the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported
within the time periods specified in the rules and forms of the SEC.
Because of the inherent limitations in all control systems, no evaluation of controls can provide
absolute assurance that the Corporations disclosure controls and procedures will detect or uncover
every situation involving the failure of persons within the Corporation to disclose material
information otherwise required to be set forth in the Corporations periodic and current reports.
Changes in Internal Controls
The Corporations management is also responsible for establishing and maintaining adequate internal
control over financial reporting to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. No changes in our internal control over financial
reporting occurred during the last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
The Bank is a party to legal proceedings arising in the ordinary course of business. Management is
of the opinion that these legal proceedings will not have a material adverse effect on the
Corporations financial condition or results of operations. From time to time the Bank may
initiate legal actions against borrowers in connection with collecting defaulted loans. Such
actions are not considered material by management unless otherwise disclosed.
Item 1A. Risk Factors
There have been no material changes from the risk factors as previously disclosed in the
Corporations quarterly report on Form 10-Q for the period ended March 31, 2007.
31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In March 2007, the Corporations Board of Directors approved a program to repurchase up to 500,000
shares of its common stock, which represents less than 5% of its outstanding shares. Shares may be
purchased on the open market or through privately negotiated transactions. No termination date was
set for the program. As of June 30, 2007, a total of 106,394 shares have been repurchased.
Issuer Purchases of Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) Total Number of |
|
(d) Maximum Number |
|
|
|
|
|
|
|
|
|
|
Shares Purchased |
|
of Shares that may |
|
|
(a) Total Number of |
|
(b) Average Price |
|
as Part of Publicly |
|
yet be Purchased |
Period |
|
Shares Purchased |
|
Paid Per Share |
|
Announced Plan |
|
Under the Plan |
|
|
|
|
|
|
|
|
|
|
April 1
April 30, 2007 |
|
|
2,100 |
|
|
$ |
9.03 |
|
|
|
2,100 |
|
|
|
497,000 |
|
May 1
May 31, 2007 |
|
|
40,600 |
|
|
|
9.11 |
|
|
|
40,600 |
|
|
|
457,300 |
|
June 1
June 30, 2007 |
|
|
63,694 |
|
|
|
8.95 |
|
|
|
63,694 |
|
|
|
393,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
106,394 |
|
|
$ |
9.01 |
|
|
|
106,394 |
|
|
|
|
|
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
The 2007 Annual Meeting of Shareholders of the Corporation was held on May 22, 2007.
At the 2007 Annual Meeting, the following persons were elected to serve as Class II Directors
of the Corporation, to serve
until the 2010 Annual Meeting, having received the following votes:
|
|
|
|
|
|
|
|
|
Name |
|
For |
|
Withheld |
Thomas M. Kody |
|
|
10,834,739 |
|
|
|
282,612 |
|
Robert C. Shoemaker |
|
|
10,753,607 |
|
|
|
363,744 |
|
The following Class III and I Directors, whose terms expire in 2008 and 2009, respectively,
continued in office: Class III-Jacques Rebibo, John W. (Skip) Edgemond, IV and J. Randolph
Babbitt; Class I- Michael W. Clarke and James L. Jadlos.
The shareholders ratified the selection of BDO Seidman, LLP to serve as independent public
accountants for the fiscal years ending December 31, 2007, 2008, and 2009.
No other matters were voted on during the meeting.
Item 5. Other Information
None
32
Item 6. Exhibits
|
|
|
Exhibit No. |
|
Description |
3.1
|
|
Amended and Restated Articles of Incorporation of Access National Corporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed July 18, 2006 (file number 000-49929)) |
|
|
|
3.2
|
|
Bylaws of Access National Corporation (incorporated by reference to Exhibit 3.2 to Form 8-K dated August 1, 2005 (file number 000-49929)) |
|
|
|
10.2+
|
|
Employment Agreement between Dean F. Hackemer and Access National Mortgage Corp. dated May 11, 2007 (incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended March 31, 2007 (file number 000-49929)) |
|
|
|
31.1*
|
|
CEO Certification Pursuant to Rule 13a-14(a) |
|
|
|
31.2*
|
|
CFO Certification Pursuant to Rule 13a-14(a) |
|
|
|
32*
|
|
CEO/CFO Certification Pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350) |
|
|
|
* |
|
filed herewith |
|
+ |
|
indicates a management contract or compensatory plan or arrangement |
33
SIGNATURES
Pursuant to the requirements 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.
|
|
|
|
|
|
|
|
|
Access National Corporation
(Registrant) |
|
|
|
|
|
Date: August 13, 2007
|
|
By:
|
|
/s/ Michael W. Clarke |
|
|
|
|
|
|
|
|
|
Michael W. Clarke
President & Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
|
Date: August 13, 2007
|
|
By:
|
|
/s/ Charles Wimer |
|
|
|
|
|
|
|
|
|
Charles Wimer
Executive Vice President & Chief Financial Officer
(Principal Financial & Accounting Officer) |
34