-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Io4e6AALWWMhYgdZ5EtGxK2BsjE4Fjx4toQeGvovoR0o0DnJe9VTrbE+LLEPJ4wT i1ePjbf+AfuVNzMG9Tdg/g== /in/edgar/work/20000608/0000785813-00-000018/0000785813-00-000018.txt : 20000919 0000785813-00-000018.hdr.sgml : 20000919 ACCESSION NUMBER: 0000785813-00-000018 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY BANCSHARES INC CENTRAL INDEX KEY: 0000785813 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] IRS NUMBER: 521489098 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-16234 FILM NUMBER: 651617 BUSINESS ADDRESS: STREET 1: 1275 PENNSYLVANIA AVE., N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202-496-40 MAIL ADDRESS: STREET 1: 1275 PENNSYLVANIA AVE NW CITY: WASHINGTON STATE: DC ZIP: 20004 10-Q/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from____________ to ____________. COMMISSION FILE NUMBER: 0-16234 CENTURY BANCSHARES, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 52-1489098 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1275 PENNSYLVANIA AVENUE, N.W. WASHINGTON, D. C. 20004 (Address of Principal Executive Offices) (Zip Code) (202) 496-4100 (Registrant's 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 X No _____ At May 1, 2000, there were 2,722,685 shares of the registrant's Common Stock, par value $1.00 per share outstanding. CENTURY BANCSHARES, INC. FORM 10-Q/A (Amendment No. 1) This Form 10-Q/A (Amendment No. 1) is filed by Century Bancshares, Inc. (the "Registrant") for the sole purpose of adding a line item that was inadvertently omitted from the "Cash flows from financing activities" section listed under the "Consolidated Statements of Cash Flows (Unaudited)" contained in Item I to the Report on Form 10-Q for the quarterly period ended March 31, 2000 previously filed by the Registrant. PART I - FINANCIAL INFORMATION CENTURY BANCSHARES, INC. FORM 10-Q/A (Amendment No. 1) ITEM 1. CONDENSED FINANCIAL INFORMATION
CENTURY BANCSHARES, INC. AND SUBSIDIARY Consolidated Statements of Financial Condition March 31, 2000, and December 31, 1999 March 31, 2000 December 31, (Unaudited) 1999 Assets: Cash and due from banks $ 8,444,712 $ 9,222,005 Federal funds sold 22,811,955 11,015,000 Interest bearing deposits in other banks 17,686,117 19,667,075 Investment securities available-for-sale, at fair value 18,399,122 16,495,049 Investment securities held-to-maturity, at cost, fair value of $7,673,161 and $5,837,867 at March 31, 2000 and December 31, 1999, respectively 7,921,457 5,966,403 Loans, net of unearned income 142,230,691 138,076,486 Less: allowance for credit losses (1,551,590) (1,518,911) Loans, net 140,679,101 136,557,575 Leasehold improvements, furniture, and equipment, net 1,295,090 1,372,267 Accrued interest receivable 1,112,220 1,034,270 Loans held for sale - 439,600 Deposit premium, net 1,618,211 1,675,813 Net deferred taxes 801,776 767,893 Other assets 868,059 595,948 Total Assets $221,637,820 $204,808,898 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits: Noninterest-bearing $ 37,405,409 $ 36,571,508 Interest-bearing 133,424,161 117,328,222 Total deposits 170,829,570 153,899,730 Federal funds purchased and securities sold under agreements to repurchase 7,679,990 6,358,654 Long term debt: Federal Home Loan Bank Advances 16,098,397 11,301,355 Preferred securities of subsidiary trust 8,800,000 - Other borrowings 260,898 15,598,868 Other liabilities 1,954,332 1,982,184 Total Liabilities 205,623,187 189,140,791 Stockholders' Equity: Common stock, $1 par value; 5,000,000 shares authorized; 2,859,185 and 2,858,402 shares issued at March 31, 2000 and December 31, 1999, respectively 2,859,185 2,858,402 Additional paid in capital 13,701,577 13,700,452 Retained earnings 407,544 - Treasury stock, at cost, 136,500 shares (789,863) (789,863) Other comprehensive income (loss), net of tax effect (163,810) (100,884) Total Stockholders' Equity 16,014,633 15,668,107 Commitments and contingencies Total Liabilities and Stockholders' Equity $221,637,820 $204,808,898 See accompanying notes to consolidated financial statements.
CENTURY BANCSHARES, INC. FORM 10-Q/A (Amendment No. 1) CENTURY BANCSHARES, INC. AND SUBSIDIARY Consolidated Statements of Operations (Unaudited) Three Months Ended March 31, 2000 and 1999
Three Months Ended March 31, 2000 1999 Interest income: Interest and fees on loans $ 3,204,616 $ 2,649,950 Interest on federal funds sold 132,291 47,470 Interest on deposits in other banks 108,148 123,928 Interest on securities available-for-sale 206,044 100,109 Interest on securities held-to-maturity 127,210 37,583 Total interest income 3,778,309 2,959,040 Interest expense: Interest on deposits: Savings accounts 206,972 215,121 NOW accounts 54,885 60,387 Money market accounts 168,615 164,140 Certificates under $100,000 359,622 286,368 Certificates $100,000 and over 335,062 208,988 Total interest on deposits 1,125,156 935,004 Interest on borrowings 304,089 128,663 Total interest expense 1,429,245 1,063,667 Net interest income 2,349,064 1,895,373 Provision for credit losses 180,000 180,000 Net interest income after provision for credit losses 2,169,064 1,715,373 Noninterest income: Service charges on deposit accounts 203,990 153,575 Other operating income 325,883 236,406 Total noninterest income 529,873 389,981 Noninterest expense: Salaries and employee benefits 812,591 664,960 Occupancy and equipment expense 233,451 206,375 Professional fees 178,223 164,232 Depreciation and amortization 111,471 117,415 Amortization of deposit premiums 57,602 47,384 Data processing 385,451 261,169 Communications 89,115 78,992 Federal deposit insurance premiums 7,015 4,351 Other operating expenses 154,475 218,812 Total noninterest expense 2,029,394 1,763,690 Income before income tax expense 669,543 341,664 Income tax expense 261,999 130,317 Net income $ 407,544 $ 211,347 Basic income per common share $.15 $.07 Diluted income per common share $.15 $.07 Weighted average common shares outstanding 2,722,418 2,844,239 Diluted weighted average common shares outstanding 2,743,770 2,871,334 See accompanying notes to consolidated financial statements.
CENTURY BANCSHARES, INC. FORM 10-Q/A (Amendment No.1)
CENTURY BANCSHARES, INC. AND SUBSIDIARY Consolidated Statements of Stockholders' Equity (Unaudited) Three Months Ended March 31, 2000 and 1999 Other Common Additional Treasury Comprehensive Total Stock Paid in Retained Stock, Income (Loss), Stockholders' $1.00 par Capital Earnings at cost net of tax effect Equity Balance, December 31, 1998 $ 2,574,219 $ 12,343,631 $ 392,384 $ - $ 6,440 $ 15,316,674 Comprehensive income: Net income 211,347 211,347 Unrealized loss on investment securities, net of tax effect (10,264) (10,264) Comprehensive income 201,083 Exercise of common stock options - 9,243 shares 9,243 23,842 33,085 Balance, March 31, 1999 $ 2,583,462 $ 12,367,473 $ 603,731 $ - $ (3,824) $ 15,550,842 Other Common Additional Treasury Comprehensive Total Stock Paid in Retained Stock, Income (Loss), Stockholders' $1.00 par Capital Earnings at cost net of tax effect Equity Balance, December 31, 1999 $ 2,858,402 $ 13,700,452 $ - $ (789,863) $ (100,884) $ 15,668,107 Comprehensive income: Net income 407,544 407,544 Unrealized loss on investment securities, net of tax effect (62,926) (62,926) Comprehensive income 344,618 Exercise of common stock options - 783 shares 783 1,125 1,908 Balance, March 31, 2000 $ 2,859,185 $ 13,701,577 $ 407,544 $ (789,863) $ (163,810) $ 16,014,633 See accompanying notes to consolidated financial statements.
CENTURY BANCSHARES, INC. FORM 10-Q/A (Amendment No. 1)
CENTURY BANCSHARES, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, 2000 and 1999 2000 1999 Cash flows from operating activities: Net income $ 407,544 $ 211,347 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of premises and equipment 111,471 117,415 Amortization of deposit premiums 57,602 47,384 Provision for credit losses 180,000 180,000 (Increase) decrease in accrued interest receivable (77,950) (57,073) (Increase) decrease in other assets (8,111) (57,848) Increase (decrease) in other liabilities (27,852) 65,170 Total adjustments 235,160 295,048 Net cash provided by operating activities 642,704 506,395 Cash flows from investing activities: Net decrease (increase) in loans (3,861,926) (10,732,089) Net decrease (increase) in interest bearing deposits in other banks 1,980,958 1,045,166 Purchases of securities available-for-sale (4,594,721) (3,170,000) Purchases of securities held-to-maturity (2,000,000) - Repayments and maturities of securities available-for-sale 2,593,839 410,391 Repayments and maturities of securities held-to-maturity 44,946 227,405 Net purchase of leasehold improvements, furniture and equipment (34,294) (17,645) Net cash provided by (used in) investing activities (5,871,198) (12,236,772) Cash flows from financing activities: Net increase (decrease) in demand, savings, NOW and money market deposit accounts 14,334,232 4,940,095 Net increase (decrease) in certificates of deposit 2,595,608 7,508,410 Net increase in customer repurchase accounts 1,321,305 108,917 Net increase (decrease) in other borrowings (15,337,939) (249,817) Net proceeds from issuance of long-term debt 5,000,000 - Proceeds from issuance of preferred securities of subsidiary trust 8,800,000 - Repayment of long-term debt (466,958) (201,784) Net proceeds from issuance of common stock 1,908 33,085 Net cash provided by (used in) financing activities 16,248,156 12,138,906 Net increase (decrease) in cash and cash equivalents 11,019,662 408,529 Cash and cash equivalents, beginning of period 20,237,005 13,235,733 Cash and cash equivalents, end of period $ 31,256,667 $ 13,644,262 Supplemental disclosures of cash flow information: Interest paid on deposits and borrowings $ 1,434,040 $ 1,055,008 Income taxes paid 139,750 75,000 See accompanying notes to consolidated financial statements.
CENTURY BANCSHARES, INC. FORM 10-Q/A (Amendment No. 1) CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (1) Basis of Presentation In the opinion of management the unaudited consolidated financial statements as of March 31, 2000, and for the three months ended March 31, 2000 and 1999 contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position and results of operations of the Company as of such dates and for such periods. The unaudited consolidated financial statements should be read in conjunction with the Consolidated Financial Statements of the Company and the Notes thereto appearing in the Company's 1999 Annual Report on Form 10-K filed with the Securities and Exchange Commission. The results of operations for the three months ended March 31, 2000 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2000 or any future periods. Certain prior period balances have been reclassified to conform with the current period. (2) Investment Securities
Investment securities available-for-sale, and their contractual maturities, at March 31, 2000 and December 31, 1999 are summarized as follows: Amortized Gross unrealized Gross unrealized March 31, 2000 Cost gains Losses Fair value Obligations of U.S. government agencies: Within one year $ 995,380 $ - $ 4,957 $ 990,423 After one, but within five years 10,203,501 - 218,350 9,985,151 After five, but within ten years 4,564,752 - 1,252 4,563,500 After ten years 411,487 451 14,632 397,306 Total 16,175,120 451 239,191 15,936,380 Collateralized mortgage obligations: After five, but within ten years 279,309 - 6,431 272,878 After ten years 176,196 - 6,844 169,352 Federal Reserve Bank stock 311,350 - - 311,350 Federal Home Loan Bank stock 805,000 - - 805,000 Atlantic Central Bankers Bank stock 30,000 - - 30,000 Other 874,162 - - 874,162 Total investment securities available-for-sale $ 18,651,137 $ 451 $ 252,466 $ 18,399,122 Amortized Gross unrealized Gross unrealized December 31, 1999 Cost gains Losses Fair value Obligations of U.S. government agencies: Within one year $ 1,999,974 $ - $ 612 $ 1,999,362 After one, but within five years 11,241,574 - 129,979 11,111,595 After ten years 427,851 301 12,946 415,206 Total 13,669,399 301 143,537 13,526,163 Collateralized mortgage obligations: After five, but within ten years 294,482 - 6,068 288,414 After ten years 183,162 - 5,902 177,260 Federal Reserve Bank stock 311,350 - - 311,350 Federal Home Loan Bank stock 1,317,700 - - 1,317,700 Other 874,162 - - 874,162 Total investment securities available-for-sale $ 16,650,255 $ 301 $ 155,507 $ 16,495,049
Expected maturities may differ from contractual maturities of mortgage-backed securities and collateralized mortgage obligations because borrowers have the right to prepay their obligations at any time. As a member of the Federal Reserve and Federal Home Loan Bank systems, Century National Bank is required to hold shares of stock in the Federal Reserve Bank of Richmond and the Federal Home Loan Bank of Atlanta. In March 2000, Century National Bank became a member of the Atlantic Central Bankers Bank and purchased $30,000 of its stock. Those shares, which have no stated maturity, are carried at cost since no active trading markets exist. CENTURY BANCSHARES, INC. FORM 10-Q/A (Amendment No. 1) CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (2) Investment Securities, continued
Investment securities totaling $18,606,097 and $14,278,188 at March 31, 2000 and 1999, respectively, were pledged to secure FHLBA borrowing, public deposits, customer repurchase accounts, and other borrowing. No investment securities were sold during 2000 or 1999. Investment securities held-to-maturity at March 31, 2000 and December 31,1999 are summarized as follows: Amortized Gross unrealized Gross unrealized March 31, 2000 Cost gains losses Fair value Obligations of U.S. Treasury, municipals, and government agencies: After one, but within five years $ 5,999,186 $ - $ 129,211 $ 5,869,975 After ten years 1,922,271 69 119,154 1,803,186 Total investment securities held-to-maturity $ 7,921,457 $ 69 $ 248,365 $ 7,673,161 Amortized Gross unrealized Gross unrealized December 31, 1999 Cost gains Losses Fair value Obligations of U.S. Treasury, municipals, and government agencies: Within one year $ 3,999,138 $ - $ 37,572 $ 3,961,566 After ten years 1,967,265 260 91,224 1,876,301 Total investment securities held-to-maturity $ 5,966,403 $ 260 $ 128,796 $ 5,837,867
CENTURY BANCSHARES, INC. FORM 10-Q/A (Amendment No. 1) CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (3) Income per Common Share Basic income per share is calculated by dividing net income by the weighted-average common shares outstanding. Diluted income per share is calculated by dividing net income by the sum of weighted-average common shares and dilutive potential common shares. On February 18, 2000, the Company declared a 5 percent stock dividend payable on April 17, 2000, to common stock shareholders of record as of March 15, 2000, resulting in the issuance of 129,650 shares and a corresponding increase in the number of shares of common stock issuable upon the exercise of stock options outstanding. The effect of the April 17, 2000, stock dividend was recognized retroactively in the stockholders' equity accounts in the consolidated statements of financial condition as of December 31, 1999, and in all share and per share data. On April 14, 1999, the Company declared a 5 percent stock dividend payable on May 28, 1999, to common stock shareholders of record as of April 28, 1999, resulting in the issuance of 129,173 shares and a corresponding increase in stock options outstanding. Weighted-average shares outstanding and income per common share have been restated for the effect of the stock dividends. In accordance with SFAS No. 128, the calculation of basic income per common share and diluted income per common share is detailed below: Three Months Ended March 31, 2000 1999 Basic Income Per Share: Net income $ 407,544 $ 211,347 Weighted average common shares outstanding 2,722,418 2,844,239 Basic income per share $ 0.15 $ 0.07 Diluted Income Per Share: Net income $ 407,544 $ 211,347 Weighted average common shares outstanding 2,722,418 2,844,239 Dilutive effect of stock options 21,352 27,095 Diluted weighted average common shares outstanding 2,743,770 2,871,334 Diluted income per share $ 0.15 $ 0.07 (4) New Financial Accounting Standards In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," was issued. SFAS 133 requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure these instruments at fair value. In certain circumstances a derivative may be specifically designed as a hedge of the exposure to changes in the fair values of a recognized asset or liability or an unrecognized firm commitment, the exposure to variable cash flows of a forecasted transaction, or the exposure to fluctuations in foreign currency. SFAS No. 133 will be effective for all periods beginning after June 15, 2000. Earlier application is permitted, but the statement shall not be applied retroactively to financial statements of prior periods. The Company does not anticipate any material impact from the implementation of SFAS No. 133. CENTURY BANCSHARES, INC. FORM 10-Q/A (Amendment No. 1) For Quarter Ended March 31, 2000 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CENTURY BANCSHARES, INC. Date: June 8, 2000 By: /s/b/ JOSEPH S. BRACEWELL ------------ --------------------------- Joseph S. Bracewell Chairman of the Board, President and Chief Executive Officer Date: June 8, 2000 By: /s/b/ CHARLES V. JOYCE III ------------ ---------------------------- Charles V. Joyce III Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----