SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-50151 Allegheny Bancshares, Inc. (Exact name of registrant as specified in its charter) West Virginia 22-3888163 - ------------------------ --------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 300 North Main Street P. O. Box 487 Franklin, West Virginia 26807 (Address of principal executive offices, including zip code) (304) 358-2311 (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 --- ----- Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes No X ----- ---- State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Common Stock, par value - $1.00 898,069 shares outstanding as of May 1, 2004 1 ALLEGHENY BANCSHARES, INC. TABLE OF CONTENTS PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements 2 Unaudited Consolidated Statements of Income - Three Months ended March 31, 2004 and 2003 2 Consolidated Balance Sheets - March 31, 2004 (Unaudited) and December 31, 2003 (Audited) 3 Unaudited Consolidated Statements of Changes in Stockholders' Equity - Three Months Ended March 31, 2004 and 2003 4 Unaudited Consolidated Statements of Cash Flows - Three Months Ended March 31, 2004 and 2003 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3. Quantitative and Qualitative Disclosures about Market Risk 13 Item 4. Controls and Procedures 13 PART II. OTHER INFORMATION Item 1. Legal Proceedings 13 Item 2. Changes in Securities 13 Item 3. Defaults upon Senior Securities 13 Item 4. Submission of Matters to a Vote of Security Holders 14 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8K 14 SIGNATURES 15 2 Part I. Financial Information Item 1. Consolidated Financial Statements Allegheny Bancshares, Inc. Consolidated Statements of Income (In thousands, except for per share information) (Unaudited) Three Months Ended March 31, March 31, 2004 2003 Interest and Dividend Income: Loans and fees $ 1,922 $ 1,854 Investment securities - taxable 172 160 Investment securities - nontaxable 184 203 Deposits and federal funds sold 3 5 ------ ------ Total Interest and Dividend Income 2,281 2,222 ------ ------ Interest Expense: Deposits 482 659 Borrowings 42 5 ------ ------ Total Interest Expense 524 664 ------ ------ Net Interest Income 1,757 1,558 Provision for loan losses 45 30 ------ ------ Net interest income after provision for loan losses 1,712 1,528 ------ ------ Noninterest Income: Service charges on deposit accounts 48 57 Other income 50 33 Gain on security transactions 10 2 ------ ------ Total Noninterest Income 108 92 ------ ------ Noninterest Expense: Salaries and benefits 546 494 Occupancy expenses 61 55 Equipment expenses 116 102 Other expenses 302 277 ------ ------ Total Noninterest Expenses 1,025 928 ------ ------ Income before Income Taxes 795 692 Income Tax Expense 238 198 ------ ------ Net Income $ 557 $ 494 ====== ====== Earnings Per Share Net income $ .62 $ .55 ======= ======= Weighted Average Shares Outstanding 898,987 899,331 ======= ======= The accompanying notes are an integral part of these statements. 3 Allegheny Bancshares, Inc. Consolidated Balance Sheets (In thousands) March 31, 2004 December 31, 2003 Unaudited Audited ASSETS Cash and due from banks $ 2,547 $ 2,975 Federal funds sold 1,712 684 Interest bearing deposits in banks 216 240 Investment securities available for sale 33,678 36,858 Investment securities held to maturity 500 500 Loans receivable, net of allowance for loan losses of $1,050 and $1,052 respectively 112,495 110,516 Bank premises and equipment, net 4,214 4,213 Other assets 1,861 1,771 -------- -------- Total Assets $ 157,223 $ 157,757 ======== ======== LIABILITIES Deposits Noninterest bearing demand $ 15,035 $ 15,106 Interest bearing Demand 17,917 18,446 Savings 26,983 26,632 Time deposits over $100,000 18,177 18,689 Other time deposits 49,049 49,680 -------- -------- Total Deposits 127,161 128,553 Accrued expenses and other liabilities 870 806 Short-term borrowings 1,809 1,507 Long-term debt 3,753 3,838 -------- -------- Total Liabilities 133,593 134,704 -------- -------- STOCKHOLDERS' EQUITY Common stock; $1 par value, 2,000,000 shares Authorized, 900,000 issued 900 900 Additional paid in capital 900 900 Retained earnings 21,176 20,619 Accumulated other comprehensive income 728 649 Treasury stock (at cost, 1,931 shares in 2004 and 417 shares in 2003) (74) (15) -------- --------- Total Stockholders' Equity 23,630 23,053 -------- -------- Total Liabilities and Stockholders' Equity $ 157,223 $ 157,757 ========= ========= The accompanying notes are an integral part of these statements. 4 Allegheny Bancshares, Inc. Consolidated Statements of Changes in Stockholders' Equity (In thousands) (Unaudited) Accumulated Additional Other Common Paid In Retained Comprehensive Treasury Total Stock Capital Earnings Income Stock Balance, December 31, 2003 $ 23,053 $ 900 $ 900 $ 20,619 $ 649 $ (15) Comprehensive Income Net income 557 557 Change in unrealized gain on available for sale securities, net of income tax effect of $35 79 79 -------- Total Comprehensive Income 636 Purchase of treasury stock (59) (59) ------ --------- -------- ---------- --------- ------- Balance, March 31, 2004 $ 23,630 $ 900 $ 900 $ 21,176 $ 728 $ (74) ======== ======= ======= ========= ======= ======== Balance, December 31, 2002 $ 21,927 $ 900 $ 900 $ 19,238 $ 889 $ 0 Comprehensive Income Net income 494 494 Change in unrealized gain on available for sale securities, net of income tax effect of $(10) (16) (16) ----- Total Comprehensive Income 478 Purchase of treasury stock (24) (24) Dividends paid -------- ------- ------- --------- ------- ------- Balance, March 31, 2003 $ 22,381 $ 900 $ 900 $ 19,732 $ 873 $ (24) ======== ======= ======= ========= ========= ======== The accompanying notes are an integral part of these statements. 5 Allegheny Bancshares, Inc. Consolidated Statements of Cash Flows (In thousands) (Unaudited) Three Months Ended March 31, 2004 2003 Cash Flows from Operating Activities: Net income $ 557 $ 494 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 45 30 Depreciation and amortization 86 76 Net amortization of securities 22 12 Gain on sale of securities (10) (2) Gain on sale of equipment (6) Net change in: Accrued income (85) (19) Other assets (5) (179) Accrued expense and other liabilities 29 72 ------- ------ Net Cash Provided by Operating Activities 633 484 ------- ------ Cash Flows from Investing Activities: Net change in federal funds sold (1,028) (3,350) Net change in interest bearing deposits in banks 24 107 Proceeds from sales, calls and maturities of securities available for sale 4,058 1,853 Purchase of securities available for sale (776) (2,580) Net increase in loans (2,024) (1,368) Proceeds from sale of bank premises and equipment 6 Purchase of bank premises and equipment (87) (96) -------- ------- Net Cash Provided by (Used in) Investing Activities 173 (5,434) ------- ------ Cash Flows from Financing Activities: Net change in: Demand and savings deposits (249) 1,679 Time deposits (1,143) 2,907 Proceeds from borrowings 302 1,000 Curtailments of borrowings (85) (340) Purchase of treasury stock (59) (24) ------- ------- Net Cash Provided by (Used in) Financing Activities (1,234) 5,222 -------- ------ Cash and Cash Equivalents Net increase (decrease) in cash and cash equivalents (428) 272 Cash and Cash Equivalents, beginning of period 2,975 3,094 ------- ------ Cash and Cash Equivalents, end of period $ 2,547 $ 3,366 ======= ====== Supplemental Disclosure of Cash Paid During the Period for: Interest $ 530 $ 652 Income taxes 70 $ The accompanying notes are an integral part of these statements. 6 ALLEGHENY BANCSHARES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 ACCOUNTING PRINCIPLES: The financial statements conform to accounting principles generally accepted in the United States of America and to general industry practices. In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of March 31, 2004, and the results of operations for the periods ended March 31, 2004 and 2003. The notes included herein should be read in conjunction with the notes to the financial statements included in the 2003 annual report to stockholders of Allegheny Bancshares, Inc. NOTE 2 INVESTMENT SECURITIES: The amortized costs of investment securities and their approximate fair values at March 31, 2004 and December 31, 2003 follows (in thousands): March 31, 2004 December 31, 2003 Amortized Fair Amortized Fair Cost Value Cost Value Securities available for sale: U.S. Treasury and agency obligations $ 6,029 $ 6,376 $ 7,030 $ 7,331 State and municipal 17,212 18,007 17,892 18,693 Mortgage-backed securities 9,284 9,295 10,897 10,834 ------- ------- ------ ------- Total $ 32,525 $ 33,678 $35,819 $ 36,858 ======= ======= ====== ======= Securities held to maturity: U.S. Treasury and agency Obligations $ 500 $ 510 $ 500 $ 513 ======= ======= ====== ======= 7 ALLEGHENY BANCSHARES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 LOANS: Loans outstanding are summarized as follows (in thousands): March 31, December 31, 2004 2003 Real estate loans $ 55,572 $54,144 Commercial and industrial loans 43,563 42,857 Loans to individuals, primarily collateralized by autos 11,092 11,683 All other loans 3,318 2,884 ------- ------ Total Loans 113,545 111,568 Less allowance for loan losses 1,050 1,052 ------- ------ Net Loans Receivable $112,495 $110,516 ======= ======= NOTE 4 ALLOWANCE FOR LOAN LOSSES: A summary of transactions in the allowance for loan losses for the three months ended March 31, 2004 and 2003 follows (in thousands): Three Months Ended March 31, 2004 2003 Balance, beginning of period $ 1,052 $ 1,028 Provision charged to operating expenses 45 30 Recoveries of loans charged off 3 14 Loans charged off (50) (20) ------- ------- Balance, end of period $ 1,050 $ 1,052 ======= ======= 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward Looking Statements The following discussion contains statements that refer to future expectations, contain projections of the results of operations or of financial condition or state other information that is "forward-looking." "Forward-looking" statements are easily identified by the use of words such as "could," "could anticipate," "estimate," "believe," and similar words that refer to the future outlook. There is always a degree of uncertainty associated with "forward-looking" statements. The Company's management believes that the expectations reflected in such statements are based upon reasonable assumptions and on the facts and circumstances existing at the time of these disclosures. Actual results could differ significantly from those anticipated. Many factors could cause the Company's actual results to differ materially from the results contemplated by the forward-looking statements. Some factors, which could negatively affect the results, include: o General economic conditions, either nationally or within the Company's markets, could be less favorable than expected; o Changes in market interest rates could affect interest margins and profitability; o Competitive pressures could be greater than anticipated; and o Legal or accounting changes could affect the Company's results. Overview Net income increased from $494,000 for the three months ended March 31, 2003 to $557,000 for the three months ended March 31, 2004 and earnings per share increased from $.55 to $.62. The increase in earnings was a result of the increase in net interest income offset somewhat by increased operating expenses. Net Interest Income The Company's taxable equivalent net interest income increased from $1,663,000 for the three months ended March 31, 2003 to $1,852,000 for the three months ended March 31, 2004, due to the combination of net growth of earning assets and decreased cost of funds, offset by lower asset yields. The Company's net yield on earnings assets for 2004 was 4.94% compared to 4.76% for 2003 as the yield on earning assets declined less than the cost of funds. The yield on earning assets declined during the period analyzed due somewhat to the repricing of maturing funds at lower current rates. Table I shows the average balances for interest bearing assets and liabilities, the rates earned on earning assets and the rates paid on deposits and borrowed funds. Allowance for Loan Losses and Provision for Loan Losses The provision for loan losses were $45,000 and $30,000 for the three months ended March 31, 2004 and 2003, respectively. The allowance for loan losses ("ALL") was $1,050,000 (.92% of loans) at the end of the first quarter of 2004 compared with $1,052,000 (.94% of loans) at December 31, 2003. The ALL is evaluated on a regular basis by management and is based upon management's periodic review of the collectibility of the loans, industry historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The calculation of the ALL is considered to be a critical accounting policy. 9 Noninterest Income Noninterest income was $108,000 and $92,000 for the three months ended March 31, 2004 and 2003, respectively. Noninterest income (excluding security gains and losses) as a percentage of average assets was .25% (annualized) for both periods. Service charges decreased from $57,000 for the three months ended March 31, 2003 to $48,000 for the three months ended March 31, 2004, as a result of decreased service activity. A portion of the increase in noninterest income was attributable to ATM fees and earned insurance premiums. Noninterest Expenses Noninterest expenses were $1,025,000 and $928,000 for the three months ended March 31, 2004 and 2003, respectively. Noninterest expenses as a percentage of average assets was 2.61% (annualized) for the three months ended March 31, 2004, up from 2.53% for the same period of 2003. Salaries and benefits increased as a result of normal salary increases. Equipment expenses, including software maintenance contract expense and depreciation expense, increased as a result of the final stages of a computer system upgrade. Directors fees, which are included in other expenses, increased due to an increase in the number of meetings and the formation of new committees. Income Tax Expense Income tax expense equaled 29.94% of income before income taxes for the three months ended March 31, 2004 compared with 28.61% for the three months ended March 31, 2003. Federal Funds Sold Federal funds sold were $1,712,000 and $684,000 as of March 31, 2004 and December 31, 2003, respectively. This increase was due primarily to the sale and call of investment securities of approximately $2,000,000 in which the company did not replace. Loans Total loans increased from $111,568,000 at December 31, 2003 to $113,545,000 at March 31, 2004. A schedule of loans by type is shown in Note 3 to the financial statements. Approximately 81% of the loan portfolio is secured by real estate. Loan Portfolio Risk Factors Loans accounted for on a nonaccrual basis were $53,000 at March 31, 2004 (.05% of total loans). Accruing loans which are contractually past due 90 days or more as to principal or interest totaled $1,020,000 (.90% of total loans). Loans are placed in a nonaccrual status when management has information that indicates that principal or interest may not be collectable. Management has not identified any additional loans as "troubled debt restructurings" or "potential problem loans." Deposits The Company's deposits decreased $1,392,000 during the first three months of 2004 to $127,161,000 at March 31, 2004. As rates continued to decrease, competition for deposits increased. Consequently, a small portion of interest sensitive deposits matured and were not renewed. A schedule of deposits by type is shown in the balance sheets. Time deposits of $100,000 or more were 14.29% and 14.54% of total deposits at March 31, 2004 and December 31, 2003, respectively. 10 Short-Term Borrowings Short-term borrowings were $1,809,000 and $1,507,000 as of March 31, 2004 and December 31, 2003, respectively. This increase was a result of commercial customers utilizing Term Repurchase Agreements. Long-Term Debt The decrease in long-term debt was due to principle payments made to FHLB. The bank signed a 10-year $1,000,000 fixed rate note with FHLB at 3.77% on March 18, 2003, a 10-year $2,000,000 fixed rate note with FHLB at 3.15% on June 18, 2003, and a $1,000,000 fixed rate note with FHLB at 4.28% on October 20, 2003. The purpose of the notes was to fund a long-term, fixed rate loan product to qualifying customers. Capital Capital as a percentage of total assets was 15.03% at March 31, 2004 and significantly exceeded regulatory requirements. The Company is considered to be well capitalized under the regulatory framework for prompt corrective actions. Uncertainties and Trends Management is not aware of any known trends, events or uncertainties that will have or that are reasonably likely to have a material effect on liquidity, capital resources or operations. Additionally, management is not aware of any current recommendations by the regulatory authorities which, if they were to be implemented, would have such an effect. Liquidity and Interest Sensitivity At March 31, 2004, the Company had liquid assets of approximately $4.3 million in the form of cash and due from banks and federal funds sold. Management believes that the Company's liquid assets are adequate at March 31, 2004. Additional liquidity may be provided by the growth in deposit accounts and loan repayments. In the event the Company would need additional funds, it has the ability to purchase federal funds and borrow under established lines of credit of $17.1 million. At March 31, 2004, the Company had a negative cumulative Gap Rate Sensitivity Ratio of -38.91% for the one year repricing period. This rate does not reflect the historical movement of funds during varying interest rate environments. Adjusted for historical repricing trends in response to interest rate changes, the adjusted Gap Ratio is -1.32%. This generally indicates that net interest income would remain stable in both a declining and increasing interest rate environment. Management constantly monitors the Company's interest rate risk and has decided that the current position is an acceptable risk for a growing community bank operating in a rural environment. Table II shows the Company's interest sensitivity. 11 TABLE I Allegheny Bancshares, Inc. Net Interest Margin Analysis (On a Fully Taxable Equivalent Basis)(Dollar amounts in thousands) Three Months Ended Three Months Ended March 31, 2004 March 31, 2003 -------------- -------------- Average Income/ Average Income/ Balance Expense Rates Balance Expense Rates Interest Income Loans 1 $112,505 $ 1,922 6.83% $104,575 $ 1,854 7.09% Federal funds sold 869 2 .92% 1,588 4 1.01% Interest bearing deposits 241 1 1.66% 104 1 3.85% Investments Taxable 18,168 172 3.79% 14,057 160 4.55% Nontaxable 2 18,198 279 6.13% 19,270 308 6.38% ------ ------- -------- ------ ------ ----- Total Earning Assets 149,981 2,376 6.34% 139,594 2,327 6.67% ------- ------- -------- ------- ------ ----- Interest Expense Demand deposits 17,883 36 .81% 15,477 41 1.06% Savings 26,428 49 .74% 27,347 80 1.17% Time deposits 68,023 397 2.33% 68,147 535 3.14% Short-term borrowings 2,068 8 1.55% 639 4 2.50% Long-term debt 3,801 34 3.58% 421 4 3.80% ------ ------- -------- ------ ----- ------- Total Interest Bearing Liabilities $118,203 $ 524 1.77% $112,031 $ 664 2.37% ------- ------- -------- ------- ------ ----- Net Interest Margin 1 1,852 1,663 ======= ===== Net Yield on Interest Earning Assets 4.94% 4.76% ======= ===== 1 Interest on loans includes loan fees 2 An incremental tax rate of 34% was used to calculate the tax equivalent income 12 TABLE II Allegheny Bancshares, Inc. Interest Sensitivity Analysis March 31, 2004 (In Thousands of Dollars) 0-3 4-12 1-5 Over 5 Total Months Months Years Years Uses of Funds: Loans: Commercial $ 11,662 $ 7,323 $ 17,486 $10,135 $ 46,606 Consumer 508 860 8,763 961 11,092 Real estate 5,554 3,530 10,182 36,306 55,572 Credit card 276 276 Federal funds sold 1,712 1,712 Interest bearing deposits 216 216 Investment securities 251 1,805 13,919 18,203 34,178 ------- ------- ------ ------- ------ Total 20,179 13,518 50,350 65,605 149,652 ------ ------- ------ ------- ------- Sources of Funds: Deposits: Interest bearing demand 17,917 17,917 Savings 26,983 26,983 Time deposits over $100,000 3,484 7,885 6,808 18,177 Other time deposits 14,221 19,277 15,052 499 49,049 Short-term borrowings 756 1,053 1,809 Long-term debt 86 262 1,521 1,884 3,753 ------ ------- ------ ------- ------ Total 63,447 28,477 23,381 2,383 117,688 ------ ------- ------ ------- ------- Discrete Gap (43,268) (14,959) 26,969 63,222 31,964 Cumulative Gap (43,268) (58,227) (31,258) 31,964 Ratio of Cumulative Gap To Total Earning Assets -28.91% -38.91% -20.89% 21.36% Table II reflects the earlier of the maturity or repricing dates for various assets and liabilities at March 31, 2004. In preparing the above table, no assumptions are made with respect to loan prepayments or deposit run offs. Loan principal payments are included in the earliest period in which the loan matures or can be repriced. Principal payments on installment loans scheduled prior to maturity are included in the period of maturity or repricing. 13 Item 3. Quantitative and Qualitative Disclosures About Market Risk Not Applicable Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures As a result of the enactment of the Sarbanes-Oxley Act of 2002, issuers that file periodic reports under the Securities Exchange Act of 1934 (the "Act") are now required to include in those reports certain information concerning the issuer's controls and procedures for complying with the disclosure requirements of the federal securities laws. Under rules adopted by the Securities and Exchange Commission effective August 29, 2002, these disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports it files or submits under the Act, is communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure. We have established disclosure controls and procedures to ensure that material information related to Allegheny Bancshares, Inc. and its subsidiary is made known to our principal executive officer and principal financial officer on a regular basis, in particular during the periods in which our quarterly and annual reports are being prepared. These disclosure controls and procedures consist principally of communications between and among the Chief Executive Officer and the Chief Financial Officer to identify any new transactions, events, trends, contingencies or other matters that may be material to the Company's operations. As required, we have evaluated the effectiveness of these disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on this evaluation, the Company's management, including the Chief Financial Officer, concluded that such disclosure controls and procedures were operating effectively as designed as of the date of such evaluation. Changes in Internal Controls During the period reported upon, there were no significant changes in the Company's internal controls pertaining to its financial reporting and control of its assets or in other factors that could significantly affect these controls. Part II. Other Information Item 1. Legal Proceedings - Not Applicable Item 2. Changes in Securities - Not Applicable Item 3. Defaults Upon Senior Securities - Not Applicable 14 Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable Item 5. Other Information - Not Applicable Item 6. Exhibits and Reports on 8-K - a. Exhibits The following Exhibits are filed as part of this Form 10-Q No. Description 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith). 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith). 32 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). The following exhibit is incorporated by reference to the Exhibits to Allegheny Bancshares, Inc. Form 10-QSB filed May 14, 2003. No. Description Exhibit Number 3.1 Articles of Incorporation - Allegheny Bancshares, Inc. E2 The following exhibit is incorporated by reference to the Exhibits to Allegheny Bancshares, Inc. Form 10-KSB filed March 26, 2004. No. Description Exhibit Number 3.2 Bylaws of Allegheny Bancshares, Inc. 3.3 b. Reports on 8K No reports were filed for the quarter ended March 31, 2004. 15 SIGNATURE In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant causes this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. ALLEGHENY BANCSHARES, INC. By: /s/ WILLIAM A. LOVING ---------------------------------- William A. Loving, Jr. Executive Vice President and Chief Executive Officer By: /s/ CLAUDIA L. ACORD ---------------------------------- Claudia L Acord Chief Financial Officer Date: May 6, 2004