Annapolis Bancorp, Inc. (NASDAQ: ANNB), parent company of
BankAnnapolis, today announced net income of $3,092,000 for 2012,
an increase of $921,000 or 42.4% compared to net income of
$2,171,000 in 2011. These results make 2012 the most profitable
year in the Company’s 23 year history despite incurring $546,000 in
expenses related to its pending merger with F.N.B. Corporation.
Net income available to common shareholders after accruing for
preferred stock dividends was $2,821,000 ($0.71 per basic and $0.68
per diluted common share), an increase of $1,140,000 or 67.8%
compared to net income available to common shareholders of
$1,681,000 ($0.43 per basic and $0.39 per diluted common share) in
2011. Merger-related expenses reduced 2012 net income available to
common shareholders by $342,000 ($0.09 per basic and diluted common
share).
Return on average assets and return on average common equity for
the year improved to 0.70% and 9.09%, respectively, compared to
0.50% and 6.01% in 2011.
“As we continue to plan for the upcoming merger with F.N.B.
Corporation in the second quarter of this year, it is with great
pride and a sense of fulfillment that we announce record earnings
for the year just completed,” said Richard M. Lerner, Chairman and
CEO of Annapolis Bancorp, Inc. and BankAnnapolis. “Our heartfelt
thanks go out to our customers for their loyalty and support over
the years, and to our employees, whose dedication and commitment to
the highest standards of customer service helped to produce
consistent outstanding results and a very favorable outcome for our
shareholders.”
Net income for the fourth quarter of 2012 totaled $236,000, a
decrease of $432,000 or 64.7 % from $668,000 in the same period of
2011. Fourth quarter net income available to common shareholders
totaled $185,000 ($0.05 per basic and $0.04 per diluted common
share) compared to $546,000 ($0.14 per basic and diluted common
share) in the same three month period of 2011. Fourth quarter 2012
results included $526,000 of merger-related expenses.
Total assets of $446.4 million at December 31, 2012 increased
1.1% or $4.8 million from $441.6 million at December 31, 2011.
Gross loans totaled $280.9 million at December 31, 2012 compared to
$290.5 million at the end of the prior year, and deposits of $352.9
million at December 31, 2012 increased by $2.5 million or 0.7% from
$350.4 million at year-end 2011.
As of December 31, 2012, the Company’s allowance for credit
losses was $6.3 million or 2.25% of total loans. Year-end
nonperforming assets amounted to 2.71% of total assets.
Common stockholders’ equity increased to $32.1 million at
December 31, 2012 from $29.2 million at December 31, 2011.
Preferred stock was reduced to $4.1 million at December 31, 2012
from $8.1 million at year-end 2011 as one-half of the Company’s
$8.1 million TARP obligation to the U.S. Treasury was repaid in the
second quarter of 2012. Tangible book value per common share at
December 31, 2012 was $8.02 compared to $7.38 at December 31,
2011.
At December 31, 2012, Annapolis Bancorp, Inc. exceeded all
federal regulatory requirements for a well-capitalized institution,
with a Tier 1 capital ratio of 12.7%, a total capital ratio of
13.9%, and a Tier 1 leverage ratio of 9.0%.
In the year just ended, net interest income decreased by
$258,000 to $16,002,000 from $16,260,000 in 2011. The net interest
margin narrowed to 3.80% in 2012 from 3.93% in 2011.
The Company lowered its provision for credit losses to $684,000
for the twelve months of 2012 from $2,190,000 in the same period of
2011.
Noninterest income totaled $1,916,000 for the full year of 2012,
an increase of $74,000 or 4.0% compared to $1,842,000 in 2011.
Noninterest expense improved by $255,000 or 2.0% to $12,308,000
in 2012 compared to $12,563,000 in 2011. Excluding merger-related
expenses of $546,000 in 2012, noninterest expense decreased by
$800,000 or 6.4%.
Fourth Quarter 2012 net interest income totaled $3,753,000
resulting in a net interest margin of 3.52% for the period. A
$378,000 provision for credit losses was recorded in the fourth
quarter compared to $616,000 in the same period of 2011.
Noninterest income increased by $45,000 or 9.8% compared to the
three months ended December 31, 2011. Fourth quarter 2012
noninterest expense totaled $3,528,000 including $526,000 of
merger-related expense compared to $2,909,000 for the same period
of 2011.
BankAnnapolis serves the banking needs of small businesses,
professional concerns, and individuals through eight community
banking offices located in Anne Arundel and Queen Anne’s Counties
in Maryland. Last October, the Bank opened its newest branch in the
Waugh Chapel Towne Centre adjacent to Wegmans in Gambrills,
Maryland.
On October 22, 2012, Annapolis Bancorp, Inc. announced that it
had entered into a definitive merger agreement with F.N.B.
Corporation (NYSE: FNB) pursuant to which F.N.B. Corporation will
acquire Annapolis Bancorp, Inc. in an all-stock transaction.
Under the terms of the merger agreement, which has been approved
by the boards of directors of both companies, shareholders of
Annapolis Bancorp, Inc. will be entitled to receive 1.143 shares of
F.N.B. Corporation common stock for each share of Annapolis
Bancorp, Inc. stock they own. Based on F.N.B. Corporation’s closing
stock price on January 29, 2013, the merger transaction would be
valued at approximately $13.25 per share, or $56 million in the
aggregate. The exchange ratio is fixed and the transaction is
expected to qualify as a tax-free exchange for shareholders of
Annapolis Bancorp, Inc.
A cash credit-related adjustment provides that shareholders of
Annapolis Bancorp, Inc. may receive up to an additional $0.36 per
share in cash for each share of Annapolis Bancorp, Inc. stock they
own, dependent on Annapolis Bancorp, Inc.’s ability to resolve an
agreed-upon credit matter.
F.N.B. Corporation and Annapolis Bancorp, Inc. expect to
complete the transaction in April 2013, after satisfaction of
customary closing conditions, including regulatory approvals and
the approval of the shareholders of Annapolis Bancorp, Inc. Subject
to the receipt of requisite approvals, it is expected that
Annapolis Bancorp, Inc. will redeem all of its preferred stock held
by the U.S. Treasury under the TARP Capital Purchase Program prior
to closing or it will be extinguished upon closing of the
merger.
F.N.B. Corporation filed a preliminary registration statement on
Form S-4 with the SEC on January 24, 2013. The preliminary
registration statement included a proxy statement/prospectus and
other documents relevant to the merger.
SHAREHOLDERS OF ANNAPOLIS BANCORP, INC. ARE ADVISED TO READ THE
PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
The proxy statement/prospectus and other relevant materials, and
any other documents F.N.B. Corporation has filed with the SEC, may
be obtained free of charge at the SEC's website at www.sec.gov. In
addition, investors and security holders may obtain free copies of
the documents F.N.B. Corporation has filed with the SEC in
connection with the proposed merger by contacting James Orie, Chief
Legal Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage,
PA 16148, telephone (724) 983-3317, or by contacting Edward J.
Schneider, Chief Financial Officer, Annapolis Bancorp, Inc., 1000
Bestgate Road, Suite 400, Annapolis, MD 21401, telephone (410)
224-4455.
Annapolis Bancorp, Inc. and its directors, executive officers
and other members of its management and employees may be deemed to
be participants in the solicitation of proxies from its
shareholders in connection with the proposed merger. Information
concerning such participants' ownership of Annapolis Bancorp, Inc.
common stock is set forth in the proxy statement/prospectus. This
communication does not constitute an offer of any securities for
sale.
This press release may contain forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are based on management’s current
expectations and involve certain risks and uncertainties which
could cause actual results to differ materially from those
expressed in forward-looking statements. Factors that might cause
such a difference include, but are not limited to: (i) the rate of
declining growth in the economy and employment levels, as well as
general business and economic conditions; (ii) changes in interest
rates, as well as the magnitude of such changes; (iii) the fiscal
and monetary policies of the federal government and its agencies;
(iv) changes in federal bank regulatory and supervisory policies,
including required levels of capital; (v) the relative strength or
weakness of the consumer and commercial credit sectors and of the
real estate market; (vi) the performance of the stock and bond
markets; (vii) competition in the financial services industry;
(viii) possible legislative, tax or regulatory changes, and; (ix)
such other risks and uncertainties as set forth in the Company’s
filings with the Securities and Exchange Commission. Other than to
the extent required by applicable law, including the requirements
of applicable securities laws, the Company does not undertake, and
specifically disclaims any obligation to update any forward-looking
statements to reflect occurrences or unanticipated events or
circumstances after the date of such statements.
The Company is not responsible for changes made to this press
release by wire services, Internet service providers or other
media.
Annapolis Bancorp, Inc. and Subsidiaries
Consolidated Balance Sheets as of December 31, 2012 and
December 31, 2011 ($000) (Unaudited)
(Audited) December 31, December 31,
2012 2011 Assets Cash and due from banks $
1,920 $ 2,026 Interest bearing balances with banks 38,175 18,288
Federal funds sold - 26,583 Investment securities, available for
sale 106,246 87,549
Federal Reserve and Federal Home Loan Bank
stock
2,864 2,992 Loans, net of allowance of $6,317 and $7,182 274,560
283,284 Premises and equipment 10,113 8,418 Accrued interest
receivable 1,284 1,279 Deferred income taxes 2,167 2,617 Investment
in bank owned life insurance 5,829 5,624 Prepaid FDIC insurance 873
1,198 Real estate owned 769 1,222 Other assets 1,586
490
Total Assets $ 446,386 $ 441,570
Liabilities and Stockholders'
Equity
Deposits Noninterest bearing $ 58,507 $ 56,664 Interest
bearing 294,410 293,717 Total deposits 352,917
350,381
Securities sold under agreement to
repurchase
14,584 11,344 Long term borrowed funds 35,000 35,000 Junior
subordinated debentures 5,000 5,000 Accrued interest and dividends
payable 219 Accrued expense and other liabilities 2,670
2,258
Total Liabilities 410,171 404,202
Stockholders' Equity Preferred stock 4,076 8,146
Common stock 40 39 Warrants to purchase common stock 234 234 Paid
in capital 12,010 11,779 Retained earnings 19,001 16,179
Accumulated other comprehensive income 854 991
Total Equity 36,215 37,368
Total Liabilities and
Equity
$ 446,386 $ 441,570
Annapolis
Bancorp, Inc. and Subsidiaries Consolidated Statements of
Income for the Three and Twelve Month Periods Ended December
31, 2012 and 2011 (Unaudited) (In thousands, except
per share data) For the Three Months For the
Twelve Months Ended December 31, Ended December
31, 2012 2011 2012 2011
Interest Income Loans $ 3,936 $ 4,350 $ 16,753
$ 17,157 Investments 482 595 2,083 2,639 Interest bearing balances
with banks 15 8 39 21 Federal funds sold 10 13
41 40 Total interest income 4,443
4,966 18,916 19,857
Interest expense Deposits 348 492 1,551 2,221
Securities sold under agreements to
repurchase
13 15 49 74 Interest on long-term borrowings 329 328
1,314 1,302 Total interest expense
690 835 2,914 3,597 Net
interest income 3,753 4,131 16,002 16,260 Provision
378 616 684 2,190 Net
interest income after provision 3,375 3,515
15,318 14,070
NonInterest Income
Service charges 324 312 1,227 1,250 Mortgage banking 55 63 262 139
Other fee income 119 84 432 311 Gain on sale of loans - - - 166
Gain (loss) on sale of REO and other assets 6 - (5 ) 8 Loss on sale
or disposal of fixed assets - - -
(32 ) Total noninterest income 504 459
1,916 1,842
NonInterest Expense
Personnel expense 1,592 1,748 6,519 7,049 Occupancy and equipment
expense 487 355 1,595 1,560 Data processing expense 211 212 840 847
Professional fees 169 76 540 439 Merger related expenses 526 - 546
-
Marketing expense 66 53 333 348 FDIC expense 87 102 343 440 Other
operating expense 390 363 1,592
1,880 Total noninterest expense 3,528 2,909
12,308 12,563 Income before
taxes 351 1,065 4,926 3,349 Income tax expense 115
397 1,834 1,178 Net income 236 668
3,092 2,171 Preferred stock dividend and discount accretion
51 122 271 490 Net income
available to common shareholders $ 185 $ 546 $ 2,821
$ 1,681 Basic earnings per common share $ 0.05
$ 0.14 $ 0.71 $ 0.43 Diluted earnings per common
share $ 0.04 $ 0.14 $ 0.68 $ 0.39 Book value per
common share $ 8.02 $ 7.38 $ 8.02 $ 7.38
Annapolis Bancorp, Inc. and
Subsidiaries Financial Ratios and Average Balance
Highlights (In thousands) For the Three
Months For the Twelve Months Ended December 31,
Ended December 31, 2012 2011 2012
2011 (Unaudited) (Unaudited)
(Unaudited) (Unaudited) Performance Ratios
(annualized) Return on average assets 0.21 % 0.60 % 0.70 % 0.50
% Return on average common equity 2.28 % 7.46 % 9.09 % 6.01 %
Average equity to average assets 8.16 % 8.36 % 8.17 % 8.23 % Net
interest margin 3.52 % 3.89 % 3.80 % 3.93 % Efficiency ratio 82.90
% 63.38 % 68.69 % 69.40 %
Other Ratios Allowance for
credit losses to loans 2.25 % 2.47 % 2.25 % 2.47 % Nonperforming
assets to total assets 2.71 % 1.88 % 2.71 % 1.88 % Net charge-offs
to average loans 0.25 % 0.32 % 0.53 % 0.64 % Tier 1 capital ratio
12.7 % 12.8 % 12.7 % 12.8 % Total capital ratio 13.9 % 14.0 % 13.9
% 14.0 %
Average Balances Assets 446,304 441,938
442,731 436,010 Earning assets 423,528 421,110 420,866 413,662
Loans, gross 281,618 293,036 292,468 289,502 Interest-bearing
liabilities 346,474 346,108 345,758 347,369 Stockholders' equity
36,397 36,950 36,188 35,872
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