UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (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, 1999 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: 33-96358 BOURBON BANCSHARES, INC. (Exact name of registrant as specified in its charter) Kentucky 61-0993464 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) P.O. Box 157, Paris, Kentucky 40362-0157 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (606)987-1795 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 _____ Number of shares of Common Stock outstanding as of May 10, 1999: 1,399,588. BOURBON BANCSHARES, INC. Table of Contents Part I - Financial Information Item 1. Financial Statements Consolidated Balance Sheets 3 Consolidated Statement of Income and Comprehensive Income Three Months Ending March 31, 1999 & 1998 4 Consolidated Statements of Cash Flows Three Months Ending March 31, 1999 & 1998 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3. Quantitative and Qualitative Disclosures About Market Risk 13 Part II - Other Information 16 Signatures 16 Exhibits 27 Financial Data Schedule 17 Item 1 - Financial Statements CONSOLIDATED BALANCE SHEET (unaudited) (thousands) 3/31/99 12/31/98 Assets Cash & Due From Banks $ 10,353 $ 10,756 Investment Securities: Securities Held to Maturity 16,935 16,934 Securities Available for Sale 56,020 55,420 Federal Home Loan Bank Stock 3,173 3,119 Loans $214,192 $212,843 Reserve for Loan Losses 2,885 2,735 Net Loans $211,307 $210,108 Premises and Equipment 6,818 6,794 Other Assets 5,248 5,574 Total Assets $309,854 $308,705 Liabilities & Stockholders' Equity Deposits Demand $ 38,767 $ 40,336 Savings & Interest Checking 97,816 96,579 Certificates of Deposit 121,923 121,825 Total Deposits $258,506 $258,740 Repurchase Agreements 4,338 6,713 Federal Home Loan Bank Advances 11,880 6,954 Other Borrowed Funds 2,417 4,535 Other Liabilities 2,819 2,391 Total Liabilities $279,960 $279,333 Stockholders' Equity Common Stock $ 6,249 $ 6,474 Retained Earnings 23,642 22,832 Accumulated Other Comprehensive Income 3 66 Total Stockholders' Equity $ 29,894 $ 29,372 Total Liabilities & Stockholders' Equity $309,854 $308,705 BOURBON BANCSHARES, INC. CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME (unaudited) (thousands, except per share amounts) Three Months Ending 3/31/99 3/31/98 NTEREST INCOME: Loans, including fees $ 4,480 $ 4,120 Investment Securities 969 1,162 Other 123 125 Total Interest Income $ 5,572 $ 5,407 INTEREST EXPENSE: Deposits $ 2,289 $ 2,436 Other 232 242 Total Interest Expense $ 2,521 $ 2,678 Net Interest Income $ 3,051 $ 2,729 Loan Loss Provision 175 163 Net Interest Income After Provision $ 2,876 $ 2,566 OTHER INCOME: Service Charges $ 616 $ 568 Securities Gains (Losses) 7 8 Other 236 126 Total Other Income $ 859 $ 702 OTHER EXPENSES: Salaries and Benefits $ 1,195 $ 1,123 Occupancy Expenses 293 270 Other 683 637 Total Other Expenses $ 2,171 $ 2,030 Income Before Taxes $ 1,564 $ 1,238 Income Taxes 445 322 Net Income $ 1,119 $ 916 Other Comprehensive Income, net of tax Change in Unrealized Gains on Securities (36) (63) Comprehensive Income $ 1,056 $ 880 Earnings per share $ 0.80 $ 0.66 Earnings per share - assuming dilution $ 0.79 $ 0.64 BOURBON BANCSHARES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (thousands) Three Months Ending 3/31/99 3/31/98 Cash Flows From Operating Activities Net Income $ 1,119 $ 916 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 150 142 Amortization 137 112 Investment securities (accretion) amortization, net 2 (12) Provision for loan losses 175 163 Deferred Income Taxes (89) (40) Investment securities losses (gains), net (7) (8) Originations of loans held for sale (8,722) (9,399) Proceeds from sale of loans 6,306 12,855 Capitalization of Mortgage Servicing Rights (61) (108) Losses (gains) on sale of loans (67) (21) Changes in: Interest receivable 438 327 Other assets (1) 1 Interest payable 124 (31) Income taxes payable 476 364 Other liabilities (219) (660) Net cash provided by operating activities $ (239) $ 4,601 Cash Flows From Investing Activities Purchases of securities available for sale $(15,629) $(11,043) Proceeds from sales of securities available for sale 4,847 1,538 Proceeds from principal payments, maturities and calls of securities available for sale 10,037 14,520 Net change in loans 1,090 (1,614) Purchases of bank premises and equipment (174) (132) Net cash provided by investing activities $ 171 $ 3,269 Cash Flows From Financing Activities: Net change in deposits $ (234) $ (51) Net change in securities sold under agreements to repurchase and federal funds purchased (2,375) (2,643) Advances from Federal Home Loan Bank 5,000 - Payments on Federal Home Loan Bank advances (74) (69) Net change in other borrowed funds (2,118) (1,234) Repurchase of common stock (236) - Proceeds from issuance of common stock 11 86 Dividends paid (309) (280) Net cash provided by financing activities $ (335) $ (4,191) Net increase (decrease) in cash and cash equivalents $ (403) $ 3,679 Cash and cash equivalents at beginning of period 10,756 12,275 Cash and cash equivalents at end of period $ 10,353 $ 15,954 BOURBON BANCSHARES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. In Management's opinion, the financial information, which is unaudited, reflects all adjustments, (consisting solely of normal recurring adjustments) necessary for a fair presentation of the financial information as of and for the three month periods ended March 31, 1999 and March 31, 1998 in conformity with generally accepted accounting principles. These financial statements should be read in conjunction with Bourbon Bancshares, Inc. (Company) Annual Report on Form 10-K. 2. The Financial Accounting Standards Board has issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income". The requirements are disclosure related and its implementation will have no impact on the Company's financial condition or results of operations. Prior period financial statements have been restated to meet this reporting format. 3. Recently, the Financial Accounting Standards Board issued Statement 128, "Earnings Per Share", under which basic and diluted earnings per share are computed. Prior amounts have been restated to be comparable. Basic earnings per share is based on net income divided by the weighted average number of shares outstanding during the period. Diluted earnings per share shows the dilutive effect of additional common shares issuable under stock options. 4. Dividends per share paid for the quarter ended March 31, 1999 were $0.22 compared to $0.20 on March 31, 1998. Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Summary Bourbon Bancshares, Inc. recorded net income of $1.1 million, or $0.80 per share and $0.79 per share assuming dilution for the first three months ended March 31, 1999 compared to $916 thousand, or $0.66 per share and $0.64 per share assuming dilution for March 31, 1998. The first three months reflects an increase in earnings of 22%. Return on average assets was 1.45% for the first three months ended March 31, 1999 compared to 1.28% for the same time period in 1998. Return on average equity was 15.2% and 13.5% for the three months ended March 31, 1999 and 1998, respectively. Both the return on assets and the return on equity were up 13% for the first three months of 1999. Net Interest Income Net interest income was $3.0 million for the three months ended March 31, 1999 compared to $2.7 million in 1998, resulting in an increase of $322 thousand or 11.8%. Loan volume continues to improve. Year to date average loans are up nearly $27 million, or nearly 15% from 1998 to 1999 resulting in an improvement in loan interest income of $360 thousand for the first three months. Average deposits also increased from 1998 to 1999, up $20 million, or 8%. This increased volume within the recent declining rate environment resulted in lower interest expense of $147 thousand for the first three months. Non-Interest Income Non-interest income increased for the three-month period ended March 31 from $702 thousand in 1998 to $859 thousand in 1999. For the year, an increase of $48 thousand in service charges from 1998 to 1999 is mainly attributable to an improvement in overdraft charges of $21 thousand. Trust income accounts for $59 thousand and gains on loans sold accounts for $46 thousand of the $110 thousand increase in other income for the first three months. The increase in trust fees is mainly due to non-recurring estate fees and trust termination fees. Non-Interest Expense The explanations for the increase of $141 thousand in non- interest expenses from $2.0 million for the three months ended March 31, 1998 to $2.1 million for the same period in 1999 follows. Salaries and benefits increased $72 thousand for the first three months of 1999 compared to 1998, an increase of 6.4%. In 1999, the Company implemented a compensation plan with additional incentive compensation. Incentives for the first three months were $30 thousand greater in 1999 compared to 1998 due to this change. Other compensation and benefits increased 4%. Occupancy expense increased $23 thousand to $293 thousand for the first three months of 1999 compared to 1998. Depreciation was up $8 thousand for the year. Equipment maintenance was $8 thousand higher for the first three months of 1999. Other expenses for the first three months of 1999 compared to 1998 increased $46 thousand, from $637 thousand to $683 thousand. Other taxes are $10 thousand greater in 1999 compared to 1998. The overall growth of the Company has caused this item to increase. With the selling of mortgage loans, the amortization of mortgage servicing rights increased $10 thousand from 1998 to 1999. Income Taxes The tax equivalent rate for the three months ended March 31 was 28% for 1999 and 26% for 1998. These rates being less than the statutory rate is a result of the tax-free securities and loans held by the Company. Liquidity and Funding The cash flow statements provide a useful analysis of liquidity. This report reveals a decrease of cash and cash equivalents for the first three months of 1999 of $403 thousand and an increase of $3.7 million for the same period in 1998. In 1999, proceeds from the sale of loans were nearly $6 million compared to $13 million in 1998. Four million dollars of 1998 sales were of a nonrecurring nature. The decline in rates allowed the Company to sell some lower coupon loans. During 1998, proceeds from security transactions have exceeded purchases by $5 million. In 1999, security purchases exceeded proceeds from security transactions by $1 million. Of these changes, principal payments on securities have amounted to over $2 million in 1999 and over $4 million for the same period in 1998. During 1999, $5 million has been borrowed from the Federal Home Loan Bank (FHLB). In 1998, no advances from the FHLB were needed for this three-month period. Management believes there is sufficient liquidity to meet all reasonable borrower, depositor and creditor needs in the present economic environment. Non-Performing Assets As of March 31, 1999, the Company's non-performing assets totaled $1.1 million or 0.5% of loans compared to $529 thousand or 0.3% of loans in 1997. (See table below) Real estate loans composed 74% and 64% of the non-performing loans as of March 31, 1999 and 1998, respectively. Lost interest income on the non-accrual loans for both 1999 and 1998 is immaterial. Nonperforming Assets March 31 (in thousands) 1999 1998 Non-accrual Loans 315 196 Accruing Loans which are Contractually past due 90 days or more 631 177 Restructured Loans 142 156 Total Nonperforming and Restructured Loans 1,088 529 Other Real Estate 70 - Total Nonperforming and Restructured Loans and Other Real Estate 1,158 529 Nonperforming and Restructured Loans as a Percentage of Net Loans 0.51% 0.29% Nonperforming and Restructured Loans and Other Real Estate as a Percentage of Total Assets 0.37% 0.18% Provision and Reserve for Possible Loan Losses The 1999 three-month provision for loan losses of $175 thousand is higher than the 1998 number of $163 thousand. Loan growth has required management to increase the provision in order to maintain a reserve ratio that is adequate and indicative of the quality of loans currently in the portfolio. As depicted in the table below, the loan loss reserve to total loans was 1.35% on March 31, 1999 and 1.33% on March 31, 1998. Net charge-offs for the periods mentioned above have been relatively insignificant. Management feels the current loan loss reserve is sufficient to meet future loan problems. Loan Losses Three Months Ended March 31 (in thousands) 1999 1998 Balance at Beginning of Period 2,735 2,322 Amounts Charged-off: Commercial - 2 Agricultural 2 - Consumer 41 53 Total Charged-off Loans 43 55 Recoveries on Amounts Previously Charged-off: Commercial 2 1 Consumer 16 6 Total Recoveries 18 7 Net Charge-offs 25 48 Provision for Loan Losses 175 163 Balance at End of Period 2,885 2,437 Total Loans, Net of Unearned Income Average 211,003 183,614 At March 31 214,192 183,273 As a Percentage of Average Loans: Net Charge-offs 0.01% 0.03% Provision for Loan Losses 0.08% 0.09% Allowance as a Percentage of Period-end Net Loans v 1.35% 1.33% Allowance as a Multiple of Net Charge-offs 115.4 50.8 Year 2000 Management has assessed the operational and financial implications of its Year 2000 needs and developed a plan to address its data processing systems and their ability to handle the change. Management has determined that if a business interruption as a result of the Year 2000 issue occurred, such an interruption could be material. The primary effort required to prevent a potential business interruption is the installation of the most current software release from the Company's third party provider and replacement of certain system hardware. The third party software provider has warranted that Year 2000 remediation and testing efforts to become compliant have been successfully completed. Testing of mission critical systems was completed at the end of the first quarter. Non-mission critical systems will continue to be evaluated and, if necessary, will be upgraded or replaced. Current cost estimates for this project are under $150 thousand, with the majority of this expenditure being for equipment and software to be capitalized over 3-5 years. In addition, over $400 thousand was spent on a new mainframe computer system to enhance our overall computer technology. Year 2000 expenses are subject to change and could vary from current estimates if the final requirements for Year 2000 readiness exceed management's expectations. The Company must also rely to some extent on the Year 2000 readiness of other third party entities such as public utilities and governmental units. These and other like entities provide important ongoing services to the Company. Management is therefore developing and implementing contingency plans that are scheduled to be in place by the end of the second quarter, 1999. The Company's credit customers are also subject to potential losses as a result of Year 2000 exposure in their own computer systems as well as the computer systems of their suppliers and customers. The Company is working with those customers that the Company believes may be significantly affected to assess each customer's Year 2000 exposure and the extent to which the customer has addressed the problem. Any exposure which, in the opinion of management, is not adequately addressed will be taken into account in assessing the loss potential, if any, associated with that credit relationship. Forward-Looking Statements This discussion contains forward-looking statements under the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included herein will prove to be accurate. Factors that could cause actual results to differ from the results discussed in the forward-looking statements include, but are not limited to: economic conditions (both generally and more specifically in the markets in which the Company and its bank operate); competition for the Company's customers from other providers of financial and mortgage services; government legislation and regulation (which changes from time to time and over which the Company has no control); changes in interest rates (both generally and more specifically mortgage interest rates); material unforeseen changes in the liquidity, results of operations, or financial condition of the Company's customers; material unforeseen complications related to addressing the Year 2000 problem experienced by the Company, its suppliers, customers and governmental agencies; and other risks detailed in the Company's filings with the Securities and Exchange Commission, all of which are difficult to predict and many of which are beyond the control of the Company. The Company undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Asset/Liability management control is designed to ensure safety and soundness, maintain liquidity and regulatory capital standards, and achieve acceptable net interest income. Management considers interest rate risk to be the most significant market risk. The Company's exposure to market risk is reviewed on a regular basis by the Asset/Liability Committee. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximize income. Management realizes certain risks are inherent and that the goal is to identify and minimize the risks. Tools used by management include the standard GAP model and an interest rate shock simulation model. The Bank has no market risk sensitive instruments held for trading purposes. The following table depicts the change in net interest income resulting from 100 and 300 basis point changes in rates. The projections are based on balance sheet growth assumptions and repricing opportunities for new, maturing and adjustable rate amounts. In addition, the projected percentage changes from level rates are outlined below within the Board of Directors specified limits. As of March 31, 1999 the projected percentage changes are within the Board limits and the Company's interest rate risk is also with Board limits. The projected net interest income report summarizing the Company's interest rate sensitivity as of March 31, 1999 is as follows: (in thousands) PROJECTED NET INTEREST INCOME Level Rate Change: - 300 - 100 Rates + 100 + 300 Year One (4/1/99 - 3/31/2000) Interest Income 20,388 22,402 23,419 24,436 26,470 Interest Expense 7,341 9,327 10,320 11,313 13,298 Net Interest Income 13,047 13,075 13,099 13,123 13,172 PROJECTED DOLLAR INCREASE (DECREASE) FROM "LEVEL RATES" Year One (4/1/99 - 3/31/2000) Interest Income (3,031) (1,017) N/A 1,017 3,051 Interest Expense (2,979) (993) N/A 993 2,979 Net Interest Income (52) (24) N/A 24 72 PROJECTED PERCENTAGE INCREASE (DECREASE) FROM "LEVEL RATES" Year One (4/1/99 - 3/31/2000) Interest Income -12.9% -4.3% N/A 4.3% 13.0% Interest Expense -28.9% -9.6% N/A 9.6% 28.9% Net Interest Income -0.4% -0.2% N/A 0.2% 0.6% Limitation on % Change >-10.0% >-4.0% N/A >-4.0% >-10.0% These numbers are comparable to 1998. In 1999, year one reflected a decline in net interest income of 0.4% with a 300 basis point decline compared to the 2.2% decline in 1998. The 300 basis point increase in rates reflected a 0.6% increase in net interest income in 1999 compared to 2.3% in 1998. Percentage changes in 1999 are less than 1998 reflecting less vulnerability to drastic shifts in interest rates. Management measures the Company's interest rate risk by computing estimated changes in net interest income in the event of a range of assumed changes in market interest rates. The Company's exposure to interest rates is reviewed on a monthly basis by senior management and quarterly with the Board of Directors. Exposure to interest rate risk is measured with the use of interest rate sensitivity analysis to determine the change in net interest income in the event of hypothetical changes in interest rates, while interest rate sensitivity gap analysis is used to determine the repricing characteristics of the Company's assets and liabilities. If estimated changes to net interest income are not within the limits established by the Board, the Board may direct management to adjust the Company's asset and liability mix to bring interest rate risk within Board approved limits. In addition, the Company uses interest rate sensitivity gap analysis to monitor the relationship between the maturity and repricing of its interest-earning assets and interest- bearing liabilities, while maintaining an acceptable interest rate spread. Interest rate sensitivity gap is defined as the difference between the amount of interest- earning assets maturing or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that time period. A gap is considered positive when the amount of interest-rate- sensitive assets exceeds the amount of interest-sensitive- liabilities, and is considered negative when the amount of interest-rate-sensitive liabilities exceeds the amount of interest-rate-sensitive assets. Generally, during a period of rising interest rates, a negative gap would adversely affect net interest income, while a positive gap would result in an increase in net interest income. Conversely, during a period of falling interest rates, a negative gap would result in an increase in net interest income, while a positive gap would negatively affect net interest income. The Company's goal is to maintain a reasonable balance between exposure to interest rate fluctuations and earnings. The interest rate sensitivity analysis as of March 31, 1999 shown below depicts amounts based on the earliest period in which they can normally be expected to reprice. The chart reveals that assets and liabilities are fairly well matched for the early periods specified below. The decay rates used for Demand deposits, NOW's, Savings and Money Market Savings are 5%, 30%, 20% and 30%, respectively. (in thousands) Total 1 Year 2 Years 3 Years 4 Years 5 Years >5 Years ASSETS Cash & Due From Banks 13,151 - - - - - 13,151 Fed Funds & Int-Earning Due From Banks 152 152 - - - - - Variable Rate Investments 22,854 22,854 - - - - - Fixed Rate Investments 53,274 23,966 7,861 4,065 4,446 2,081 10,855 Variable Rate Loans 64,574 58,756 2,114 1,023 1,219 1,331 131 Fixed Rate Loans 149,618 39,273 19,696 28,574 30,227 27,464 4,384 Other Assets 6,231 - - - - - 6,231 Total Assets/Repricing Assets 309,854 145,001 29,671 33,662 35,892 30,876 34,752 Repricing Assets - Accumulated 145,001 174,672 208,334 244,226 275,102 309,854 % of Current Balance 46.8% 9.6% 10.9% 11.6% 10.0% 11.2% % of Current Balance - Accumulated 46.8 56.4 67.2 78.8 88.8 100.0 LIABILITIES Demand Deposit Accounts 38,767 1,938 1,841 1,749 1,662 1,579 29,997 NOW Accounts 62,953 18,886 13,220 9,254 6,478 4,534 10,581 Savings Accounts 12,815 2,510 2,061 1,649 1,319 1,055 4,221 Money Market Savings 10,322 3,097 2,168 1,517 1,062 743 1,735 Subtotal Deposit Accounts 124,857 26,431 19,290 14,169 10,521 7,911 46,534 Other Variable Deposits 6,634 6,634 - - - - - Fixed Rate Deposits 127,014 110,824 12,013 1,582 754 618 1,223 Variable Rate Other Liabilities 6,005 6,005 - - - - - Fixed Rate Other Liabilities 12,631 303 1,218 237 251 10,520 102 Other Liabilities 2,819 - - - - - 2,819 Total Capital 29,894 - - - - - 29,894 Total Liabilities/Repricing Liabilities 309,854 150,197 32,521 15,988 11,526 19,049 80,572 Repricing Liabilities - Accumulated 150,197 182,718 198,707 210,233 229,282 309,854 % of Current Balance 48.5% 10.5% 5.2% 3.7% 6.1% 26.0% % of Current Balance - Accumulated 48.5 59.0 64.1 67.8 74.0 100.0 SUMMARY Total Repricing Assets 145,001 29,671 33,662 35,892 30,876 34,752 Total Repricing Liabilities 150,197 32,521 15,988 11,526 19,049 80,572 Total Repricing Gap (by Bucket) (5,196) (2,850) 17,674 24,366 11,827 (45,820) Total Repricing Assets - Cumulative 288,885 145,001 174,672 208,334 244,226 275,102 309,854 Total Repricing Liabilities - Cumulative 277,617 150,197 182,718 198,707 210,233 229,282 309,854 Repricing Gap - Cumulative 11,268 (5,196) (8,046) 9,627 33,993 45,820 - Gap/Total Assets (by Bucket) -1.68% -0.92% 5.70% 7.86% 3.82% -14.79% Cumulative Gap/Total Assets -1.68 -2.60 3.11 10.97 14.79 0.00 Part II - Other Information Item 1. Legal Proceedings The Company is not a party to any material legal proceedings. Item 2. Changes in Securities None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K 1. Exhibits as required by Item 601 of Regulation S-B. 27 Financial Data Schedule 2. No reports on Form 8-K have been filed during the quarter for which this report is filed. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused the report to be signed on its behald by the undersigned, thereunto duly authorized. Bourbon Bancshares, Inc. Date _______________________ ___/s/Buckner Woodford__________________ Buckner Woodford, President and C.E.O. Date _______________________ ___/s/Gregory J. Dawson_________________ Gregory J. Dawson, Chief Financial Officer