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.
<PAGE>
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
<PAGE>
CENTURY BANCSHARES, INC.
FORM 10-Q/A
(Amendment No. 1)
ITEM 1. CONDENSED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
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:
<S> <C> <C>
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.
</TABLE>
<PAGE>
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
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
<S> <C> <C>
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.
</TABLE>
<PAGE>
CENTURY BANCSHARES, INC.
FORM 10-Q/A
(Amendment No.1)
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C>
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.
</TABLE>
<PAGE>
CENTURY BANCSHARES, INC.
FORM 10-Q/A
(Amendment No. 1)
<TABLE>
<CAPTION>
CENTURY BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31, 2000 and 1999
2000 1999
<S> <C> <C>
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.
</TABLE>
<PAGE>
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
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
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
</TABLE>
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.
<PAGE>
CENTURY BANCSHARES, INC.
FORM 10-Q/A
(Amendment No. 1)
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(2) Investment Securities, continued
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
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.
<PAGE>
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)
