SEC Comment Letter for ACCESS NATIONAL CORP (CIK 0001176316) — Dec 23, 2005
ACCESS NATIONAL CORP (CIK 0001176316)
Date: Dec. 23, 2005 · CIK: 0001176316 · Accession: 0000000000-05-063791
AI Filing Summary & Sentiment
File numbers found in text: 000-49929
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December 22, 2005
Mail Stop 4561
By U.S. Mail and facsimile to (703)766-3385
Mr. Michael W. Clarke
President and Chief Executive Officer
Access National Corporation
1800 Robert Fulton Drive, Suite 310
Reston, Virginia 20191
Re: Access National Corporation
Form 10-K for the Fiscal Year Ended December 31, 2004
File No. 000-49929
Dear Mr. Clarke:
We have reviewed your filings and have limited our review to
those issues we have addressed in the following comments. Where
indicated, we think you should revise your document in response to
these comments. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure. After reviewing this
information,
we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K filed March 31, 2005
Financial Statements as of and for the years ended December 31,
2004
and 2003
1. Please provide us with the assessed fair values and allocation
of
the purchase price for the August 2004 acquisition of United First
Mortgage Corporation which resulted in your recording an
extraordinary gain on acquisition of $330,000 (net of tax).
Please
include the condensed balance sheet disclosing the amount assigned
to
each major asset and liability caption of the acquired entity at
the
acquisition date per paragraph 51(e) of FAS 141. In your
response,
please also discuss how the purchase price was determined,
including
any unique facts and circumstances not otherwise apparent in your
relevant filings. Please also include sufficient information in a
textual format supporting your current accounting, as appropriate.
Note 10 - Derivatives, page 58, and Note 19 - Fair Value of
Financial
Instruments and Interest Rate Risk, page 65
2. Please provide us with the fair values of your derivative
financial instruments and tell us how you determined those fair
values, including details of the method(s) and significant
assumptions used. Refer to paragraphs 10-15 of FAS 107. Please
also
provide these disclosures in future filings.
Item 9 - Changes in and Disagreements with Accountants on
Accounting
and Financial Disclosure, page 72
3. We note you had a change in your registered independent
accounting
firm for the audit of the fiscal year ended December 31, 2004.
Please tell us why you did not include the disclosures prescribed
by
Item 304 of Regulation S-K in Item 9 of your 2004 Form 10-K.
* * * * *
As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Amanda Roberts, Staff Accountant, at
(202)551-
3417 or me at (202)551-3492 if you have questions.
Sincerely,
John P. Nolan
Accounting Branch Chief
Mr. Michael W. Clarke
Access National Corporation
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