Form 8-K - Current report

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

August 14, 2024

Date of Report (Date of Earliest Event Reported)

 

AMES NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)

 

Iowa	0-32637	42-1039071
(State or Other Jurisdiction of  Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

405 Fifth Street

Ames, Iowa 50010

(Address of Principal Executive Offices) (Zip Code)

 

[phone]

 

NOT APPLICABLE

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock	ATLO	NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☐

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

---

 

 

Item 7.01 Regulation FD Disclosure

 

For the benefit of its investors, the Company hereby furnishes the attached letter from CEO John Nelson as Exhibit 99.1.

 

On August 14, 2024, the Company announced the declaration of a cash dividend. A copy of the press release dated August 16, 2024 is attached as Exhibit 99.2.

 

The information furnished in this Item 7.01 of Form 8-K, and the related exhibits, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statement and Exhibits

 

(d)

The following exhibits are furnished as part of this Report.

 

	Exhibit No.	Description
	99.1	Letter from CEO John Nelson
	99.2	News Release dated August 16, 2024
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

---

 

 

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 hereunto duly authorized.

 

 

	AMES NATIONAL CORPORATION
Date: August 16, 2024	By:	/s/ John P. Nelson
		John P. Nelson, Chief Executive Officer and President
		Principal Executive Officer

 

 

Exhibit 99.1

 

 

 

Dear Shareholders,

 

 

I hope this letter finds you well. I am writing to inform you that after careful consideration and a thorough analysis of our financial performance, the Board of Directors of Ames National Corporation (the “Company”) has decided to reduce the dividend payout for the upcoming quarter.

 

On August 14, 2024, the Company declared a cash dividend of $0.20 per common share. The dividend is payable November 15, 2024, to shareholders of record at the close of business on November 1, 2024. This is a reduction from the previous quarter’s dividend of $0.27 per share.

This decision to reduce the dividend is not made lightly. As many of you are aware, rising interest rates have had a significant impact on our earnings. We have experienced a rapid repricing of deposits, which has outpaced the repricing of our interest-earning assets. This mismatch has exerted pressure on our net interest margin, leading to lower-than-expected earnings. The net interest margin decline has slowed significantly since 2023 and has been relatively stable in 2024. However, due to market rate volatility, our customers' cash flow activities and competition for deposits, any forecasting of net interest margin in the near term remains challenging. The Company has $104 million of investments and $229 million of loans maturing between June 30, 2024, and June 30, 2025, which is expected to improve our net interest margin over the long-term.

Our priority remains providing improved shareholder returns and the long-term success of the Company. By adjusting our dividend payout, we are taking proactive steps to be financially prudent given the reduction in earnings. We understand that dividends are an important aspect of the return on your investment, and we are actively executing our strategic plan to improve shareholder returns.

We appreciate your understanding and continued support. Should you have any questions or require further information, please do not hesitate to reach out to me.

Thank you for your ongoing trust and confidence in Ames National Corporation.

Sincerely,

 

John P. Nelson
President and CEO

 

 

---

 

Exhibit 99.1

 

 

Cautionary Note Regarding Forward-Looking Statements

 

The Private Securities Litigation Reform Act of 1995 provides the Company with the opportunity to make cautionary statements regarding forward-looking statements contained in this News Release, including forward-looking statements concerning the Company’s future performance and asset quality.  Forward-looking statements contained in this News Release are not historical facts and are based on management’s current beliefs, assumptions, predictions and expectations of future events, including the Company’s future performance, taking into account all information currently available to management.  These beliefs, assumptions, predictions and expectations are subject to numerous risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to management and many of which are beyond management’s control.  If a change occurs, the Company’s business, financial condition, liquidity, results of operations, asset quality, plans and objectives may vary materially from those expressed in the forward-looking statements.  Accordingly, investors are cautioned not to place undue reliance on such forward-looking statements.   These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “forecasts”, “continuing,” “ongoing,” “expects,” “views,” “intends” and similar words or phrases.  The risks and uncertainties that may affect the  Company’s future performance and asset quality include, but are not limited to, the following:  national, regional and local economic conditions and the impact they may have on the Company and its customers; competitive products and pricing available in the marketplace; changes in credit and other risks posed by the Company’s loan and investment portfolios, including declines in commercial or residential real estate values or changes in the allowance for credit losses as dictated by new market conditions or regulatory requirements; changes in local, national and international economic conditions, including rising inflation rates; fiscal and monetary policies of the U.S. government; changes in governmental regulations affecting financial institutions (including regulatory fees and capital requirements); changes in prevailing interest rates; credit risk management and asset/liability management; the financial and securities markets; the availability of and cost associated with sources of liquidity; and other risks and uncertainties inherent in the Company’s business, including those discussed under the headings “Forward-Looking Statements and Business Risks” and “Risk Factors” in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2023.   Any forward-looking statements are qualified in their entirety by the foregoing risks and uncertainties and speak only as of the date on which such statements are made.   The Company undertakes no obligation to revise or update such forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

 

PRESS RELEASE

Exhibit 99.2

 

 

 

FOR IMMEDIATE RELEASE	CONTACT:	JOHN P. NELSON
		PRESIDENT
		[phone]

 

August 16, 2024

 

AMES NATIONAL CORPORATION DECLARED CASH DIVIDEND

 

AMES, IOWA – On August 14, 2024, Ames National Corporation (the “Company”) declared a cash dividend of $0.20 per common share. The dividend is payable November 15, 2024, to shareholders of record at the close of business on November 1, 2024.

 

This is a reduction from the previous quarter’s dividend of $0.27 per share and is a result of lower earnings due to increases in interest rates and deposits repricing more quickly than interest-earning assets. The net interest margin decline has slowed significantly since 2023 and has been relatively stable in 2024. However, due to market rate volatility, our customers' cash flow activities and competition for deposits, any forecasting of net interest margin in the near term remains challenging. The Company has $104 million of investments and $229 million of loans maturing between June 30, 2024 and June 30, 2025 which is expected to improve our net interest margin over the long-term. The Board of Directors believes that a dividend reduction at this time is appropriate given the Company’s earnings, capital levels, and other economic risk factors.

 

Ames National Corporation is listed on the NASDAQ Capital Market under the ticker symbol, ATLO. The Company’s affiliate banks include: First National Bank, Ames, Iowa; Boone Bank & Trust Co., Boone, Iowa; State Bank & Trust Co., Nevada, Iowa; Iowa State Savings Bank, Creston, Iowa; Reliance State Bank, Story City, Iowa; and United Bank & Trust Co., Marshalltown, Iowa. Additional information about the Company can be found at www.amesnational.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

The Private Securities Litigation Reform Act of 1995 provides the Company with the opportunity to make cautionary statements regarding forward-looking statements contained in this News Release, including forward-looking statements concerning the Company’s future performance and asset quality. Forward-looking statements contained in this News Release are not historical facts and are based on management’s current beliefs, assumptions, predictions and expectations of future events, including the Company’s future performance, taking into account all information currently available to management. These beliefs, assumptions, predictions and expectations are subject to numerous risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to management and many of which are beyond management’s control. If a change occurs, the Company’s business, financial condition, liquidity, results of operations, asset quality, plans and objectives may vary materially from those expressed in the forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on such forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “forecasts”, “continuing,” “ongoing,” “expects,” “views,” “intends” and similar words or phrases. The risks and uncertainties that may affect the Company’s future performance and asset quality include, but are not limited to, the following: national, regional and local economic conditions and the impact they may have on the Company and its customers; competitive products and pricing available in the marketplace; changes in credit and other risks posed by the Company’s loan and investment portfolios, including declines in commercial or residential real estate values or changes in the allowance for credit losses as dictated by new market conditions or regulatory requirements; changes in local, national and international economic conditions, including rising inflation rates; fiscal and monetary policies of the U.S. government; changes in governmental regulations affecting financial institutions (including regulatory fees and capital requirements); changes in prevailing interest rates; credit risk management and asset/liability management; the financial and securities markets; the availability of and cost associated with sources of liquidity; and other risks and uncertainties inherent in the Company’s business, including those discussed under the headings “Forward-Looking Statements and Business Risks” and “Risk Factors” in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2023. Any forward-looking statements are qualified in their entirety by the foregoing risks and uncertainties and speak only as of the date on which such statements are made. The Company undertakes no obligation to revise or update such forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

 

Document And Entity Information	Aug. 14, 2024
Document Information [Line Items]
Entity, Registrant Name	AMES NATIONAL CORPORATION
Document, Type	8-K
Document, Period End Date	Aug. 14, 2024
Entity, Incorporation, State or Country Code	IA
Entity, File Number	0-32637
Entity, Tax Identification Number	42-1039071
Entity, Address, Address Line One	405 Fifth Street
Entity, Address, City or Town	Ames
Entity, Address, State or Province	IA
Entity, Address, Postal Zip Code	50010
City Area Code	515
Local Phone Number	232-6251
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	ATLO
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001132651

---