SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
For the quarterly period ended March 31, 2004
OR
Commission File Number 0-29480
HERITAGE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
(360) 943-1500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former
fiscal year, if changed since last report)
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 Rule 12b-2 of the Exchange Act). Yes x No ¨
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date:
As of April 12, 2004 there were 6,055,964 common shares outstanding, with no par value, of the registrant.
INDEX
PART I.
Item 1.
Item 2.
Item 3.
Item 4.
PART II.
Item 5.
Item 6.
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except for per share data)
(Unaudited)
INTEREST INCOME:
Loans
Investment securities and FHLB dividends
Interest bearing deposits and fed funds sold
Total interest income
INTEREST EXPENSE:
Deposits
Borrowed funds
Total interest expense
Net interest income
Provision for loan losses
Net interest income after provision for loan losses
NONINTEREST INCOME:
Gains on sales of loans
Service charges on deposits
Rental income
Merchant visa income
Other income
Total noninterest income
NONINTEREST EXPENSE:
Salaries and employee benefits
Building occupancy
Data processing
Marketing
Office supplies and printing
Merchant visa
Other
Total noninterest expense
Income before federal income taxes
Federal income taxes
Net income
Earnings per share:
Basic
Diluted
Dividends declared per share:
See Notes to Condensed Consolidated Financial Statements.
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CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands)
Cash on hand and in banks
Interest earning deposits
Federal funds sold
Investment securities available for sale
Investment securities held to maturity
Loans held for sale
Loans receivable
Less: Allowance for loan losses
Loans receivable, net
Other real estate owned
Premises and equipment, net
Federal Home Loan Bank and Federal Reserve stock, at cost
Accrued interest receivable
Prepaid expenses and other assets
Deferred Federal income taxes, net
Goodwill
Total assets
Advances from Federal Home Loan Bank
Accrued expenses and other liabilities
Total liabilities
Stockholders’ equity:
Common stock, no par value per share, 15,000,000 shares authorized; 6,054,995 and 6,192,996 shares outstanding at March 31, 2004 and December 31, 2003, respectively
Unearned compensation - ESOP and other
Retained earnings, substantially restricted
Accumulated other comprehensive income, net
Total stockholders’ equity
Commitments and contingencies
Total liabilities and stockholders’ equity
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CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY FOR THE THREE
MONTHS ENDED MARCH 31, 2004 AND COMPREHENSIVE INCOME FOR THE THREE MONTHS
ENDED MARCH 31, 2004 and 2003
(In Thousands)
Common
stock
UnearnedCompensation
-ESOP andother
Balance at December 31, 2003
Earned ESOP shares, incentive stock options and restricted stock awards
Stock repurchase
Exercise of stock options
Increase in unrealized gain on securities available for sale, net of tax
Cash dividends declared
Balance at March 31, 2004
Comprehensive Income
Change in unrealized gain (loss) on securities available for sale, net of tax of $124 and ($49)
Comprehensive income
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2004 and 2003
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization
Deferred loan fees, net of amortization
Federal Home Loan Bank stock dividends and Federal Reserve Stock
Net change in accrued interest receivable, prepaid expenses and other assets, accrued expenses and other liabilities
Recognition of compensation related to ESOP shares, incentive stock options and restricted stock awards
Gain on sale of premises and equipment
Net increase in loans held for sale
Net cash used in operating activities
Cash flows from investing activities:
Loans originated, net of principal payments
Proceeds from other real estate owned
Proceeds from maturities/calls of investment securities available for sale
Proceeds from maturities/calls of investment securities held to maturity
Purchase of investment securities available for sale
Purchase of premises and equipment
Proceeds from sale of premises and equipment
Net cash used in investing activities
Cash flows from financing activities:
Net increase (decrease) in deposits
Net decrease in borrowed funds
Net decrease in advance payment by borrowers for taxes and insurance
Cash dividends paid
Proceeds from exercise of stock options
Stock repurchased
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental disclosures of cash flow information:
Cash payments for:
Interest expense
Loans transferred to other real estate owned
Net charge offs
Tax benefit from nonqualified stock options
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended March 31, 2004 and 2003
NOTE 1. Description of Business and Basis of Presentation
(a.) Description of Business
Heritage Financial Corporation is a bank holding company that was incorporated in the State of Washington in August 1997. We were organized for the purpose of acquiring all of the capital stock of Heritage Savings Bank upon our reorganization from a mutual holding company form of organization to a stock holding company form of organization.
We are primarily engaged in the business of planning, directing, and coordinating the business activities of our wholly owned subsidiaries: Heritage Savings Bank and Central Valley Bank, N.A. Heritage Savings Bank is a Washington state-chartered savings bank whose deposits are insured by the Federal Deposit Insurance Corporation (FDIC) under the Savings Association Insurance Fund (SAIF). Heritage Savings Bank conducts business from its main office in Olympia, Washington and its eleven branch offices located in Thurston, Pierce, and Mason Counties. Central Valley Bank, N.A. is a national bank whose deposits are insured by the FDIC under the Bank Insurance Fund (BIF). Central Valley Bank, N.A. conducts business from its main office in Toppenish, Washington and its five branch offices located in Yakima and Kittitas Counties.
Our business consists primarily of lending and deposit relationships with small businesses and their owners in our market area, attracting deposits from the general public and originating for sale or investment purposes first mortgage loans on residential properties located in western and central Washington. We also make residential construction loans, agricultural loans, income property loans, and consumer loans.
(b.) Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed consolidated financial statements should be read with our December 31, 2003 audited consolidated financial statements and the accompanying notes included in our Annual Report on Form 10-K. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ended December 31, 2004. In preparing the condensed consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results could differ from those estimates.
(c). Recently Issued Accounting Pronouncements
In May 2003, the FASB issued FAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. The provisions of this Statement are effective for financial instruments entered into or modified after May 31, 2003, and otherwise are effective at the beginning of the first interim period beginning after June 15, 2003. It is to be implemented by reporting the cumulative effect of a change in accounting principle for financial instruments created before May 15, 2003 and still existing at the beginning of the interim period of adoption. Restatement is not permitted. Application of this Interpretation did not have an effect on our financial statements.
In December 2003, the FASB amended FAS No. 132, Employers’ Disclosures about Pensions and Other Postretirement Benefits—an amendment of FASB Statements No. 87, 88, and 106. The provisions of this Statement are effective for financial statements with fiscal years ending after December 15, 2003. The Statement revises employers’ disclosures
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about pension plans and other postretirement benefit plans. It does not change the measurement or recognition of those plans required by FASB Statements No. 87, Employers’ Accounting for Pensions, No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and No. 106,Employers’ Accounting for Postretirement Benefits Other Than Pensions. This Statement retains the disclosure requirements contained in FASB Statement No. 132, Employers’ Disclosures about Pensions and Other Postretirement Benefits, which it replaces. It requires additional disclosures to those in the original Statement 132 about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. The required information should be provided separately for pension plans and for other postretirement benefit plans. Application of this Interpretation did not have an effect on our financial statements.
The Emerging Issues Task Force (EITF) Issue 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.” In connection with its discussion of EITF Issue No. 02-14, “Whether the Equity Method of Accounting Applies When an Investor Does Not Have an Investment in Voting Stock of an Investee but Exercises Significant Influence through Other Means,” at the November 21, 2002 meeting, the Task Force discussed the meaning of other-than-temporary impairment and its application to certain investments carried at cost. The Task Force requested that the FASB staff consider other impairment models within U.S. GAAP when developing its views. At the November 25, 2003 EITF meeting, the Board ratified a consensus that certain quantitative and qualitative disclosures for periods ending after December 15, 2003 should be required for securities accounted for under Statement 115 that are impaired at the balance sheet date but for which an other-than-temporary impairment has not been recognized. Application of this Interpretation did not have a material effect on our financial statements.
NOTE 2. Stockholders’ Equity
(a.) Earnings per Share
The following table illustrates the reconciliation of weighted average shares used for earnings per share for the noted periods.
Basic:
Weighted average shares outstanding
Less: Weighted average unvested restricted stock awards
Basic weighted average shares outstanding
Diluted:
Incremental shares from unexercised stock options and unvested restricted stock awards
As of March 31, 2004, there were 152,700 anti-dilutive shares outstanding and as of March 31, 2003 there were no anti-dilutive shares outstanding related to options to acquire common stock.
(b.) Cash Dividend Declared
On March 18, 2004, we announced a quarterly cash dividend of 15.5 cents per share payable on April 29, 2004 to stockholders of record on April 15, 2004.
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NOTE 3. Stock Based Compensation
The Company measures its employee stock-based compensation arrangements using the provisions outlined in Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, which is an intrinsic value-based method of recognizing compensation costs. The Company has adopted the disclosure-only provisions of FAS No. 123, Accounting for Stock-Based Compensation. As most of the Company’s stock options have no intrinsic value at grant date, compensation cost generally has not been recognized for its stock option plan activity. However, compensation expense was recognized during 2002 and 2003 resulting from restricted stock awards and certain incentive stock options. If the Company had elected to recognize compensation cost on the fair value at the grant dates for awards under its plans, consistent with the method prescribed by FAS No. 123, net income and earnings per share would have been changed to the pro forma amounts for the following periods:
Net Income:
As Reported
Plus Compensation costs recognized under APB No. 25, net of taxes
Less FAS No. 123 compensation costs, net of taxes
Pro Forma
Basic earnings per share:
Diluted earnings per share:
The compensation expense included in the pro forma net income is not likely to be representative of the effect on reported net income for future years because options vest over several years and additional awards generally are made each year.
The fair value of options granted during the three months ended March 31, 2004 and 2003 is estimated on the date of grant using the Black-Scholes options pricing model. The following assumptions were used to calculate the fair value of the options granted:
Grant period ended
March 31, 2004
March 31, 2003
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion is intended to assist in understanding the financial condition and results of the Company. The information contained in this section should be read with the unaudited condensed consolidated financial statements and its accompanying notes, and the December 31, 2003 audited consolidated financial statements and its accompanying notes included in our recent Annual Report on Form 10-K.
Statements concerning future performance, developments or events, expectations for growth and market forecasts, and any other guidance on future periods, constitute forward-looking statements and are subject to a number of risks and uncertainties, which might cause actual results to differ materially from stated expectations. Specific factors include, but are not limited to, the effect of interest rate changes, risks associated with acquisition of other banks and opening new branches, the ability to control costs and expenses, and general economic conditions. Additional information on these and other factors, which could affect our financial results, are included in our filings with the Securities and Exchange Commission.
Overview
In 1994, we began implementation of a growth strategy, which was intended to broaden our products and services from traditional thrift products and services to those more closely related to commercial banking. That strategy entails (1) geographic and product expansion, (2) loan portfolio diversification, (3) development of relationship banking, and (4) maintenance of asset quality. Effective January 8, 1998, we closed our second step conversion and stock offering, which resulted in $63 million in net proceeds. Thereafter, our common stock began to trade on the NASDAQ National Market under the symbol “HFWA”.
Financial Condition Data
Total assets increased $9.7 million (1.5%) to $650.6 million as of March 31, 2004 from the December 31, 2003 balance of $640.9 million. Deposits increased $15.5 million (2.9%) to $557.3 million as of March 31, 2004 from the December 31, 2003 balance of $541.8 million. For the same period, net loans, which include loans held for sale but are net of the allowance for loan losses, increased $18.2 million (3.5%) to $531.9 million as of March 31, 2004 from the December 31, 2003 balance of $513.7 million. Commercial loans increased by $2.8 million to $269.0 million as of March 31, 2004 from the December 31, 2003 balance of $266.3 million. Commercial loans continue to be the largest segment of loans at 49.8% and 51.1% as a percentage of total loans as of March 31, 2004 and December 31, 2003, respectively.
The Company’s stock repurchase program continues to contribute to earnings per share. As of March 31, 2004, we have repurchased a total of 5,407,291 shares, or 49.8% of the total outstanding at March 1999, at an average price of $12.43 per share. During the quarter ended March 31, 2004, we repurchased 230,737 shares at an average price of $21.64. We began our current 5% repurchase program on March 22, 2004 with the goal to repurchase approximately 305,000 shares over a period of eighteen months. Through March 31, 2004, we purchased 145,000 shares under the current program at an average price of $21.44. We remain committed to repurchasing shares as long as equity ratios remain strong and the purchases are accretive to earnings per share.
Earnings Summary
Net income for the three months ended March 31, 2004 was $0.35 per diluted share compared to $0.30 per diluted share for the same period last year. Actual earnings for the three months ended March 31, 2004 were $2,219,000 compared to $2,061,000 for the same period in 2003, an increase of 7.7%.
Return on average equity for the quarter ended March 31, 2004 improved to 14.13% from 11.39% for the same period last year. Average equity declined by $9.6 million to $62.8 million for the three months ended March 31, 2004 versus $72.4 million for the same period last year and net income increased by $158,000.
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Net Interest Income
Net interest income before provision for loan losses for the three months ended March 31, 2004 increased 5.9% to $7,707,000 from $7,277,000 for the same quarter in 2003. Interest income on loans increased $173,000 or 2.0% for the three months ended March 31, 2004 as compared to the same quarter last year and interest expense on deposits declined $419,000 or 21.1% during this same period.
The net interest margin (net interest income divided by average interest earning assets) decreased to 5.15% for the current quarter from 5.36% for the same quarter last year. While we have been successful in reducing our cost of deposits, loan yields have declined at an even faster rate over the past year. The average rate on interest bearing liabilities for the three months ended March 31, 2004 was 1.32% versus 1.78% for the same period in the prior year. The average rate on interest earning assets for the three months ended March 31, 2004 was 6.26% compared to 6.83% for the same quarter last year. In part, the lower cost of deposits has been the result of the shift in deposit mix. Noninterest bearing deposits averaged $69.4 million for the quarter ended March 31, 2004 versus $61.5 million for the quarter ended March 31, 2003, an increase of 12.8%. However, low interest rates continue to cause declining loan yields with very little room to reduce an already low cost of funds. If this low rate climate persists, management expects that the net interest margin will experience further declines.
Provision for Loan Losses
The provision for loan losses was $180,000 for the three months ended March 31, 2004, down from $495,000 for the first quarter of 2003. We believe that the 2003 provisions were necessary to ensure that we maintained our allowance for loan losses at an adequate level given the increased risk in our portfolio that resulted from weak economic conditions. However, during the second quarter of 2003 one of our largest non-accruing loans was re-paid and the anticipated additional loss on this credit was not realized.
Noninterest Income
Noninterest income decreased 3.9% to $1,563,000 for the three months ended March 31, 2004 compared with $1,627,000 for the same quarter in 2003. The decrease is the result of declines in mortgage banking activity with loan sale gains down $134,000, or 32.3%. Although mortgage banking activity increased during March, it will be difficult to match the last year’s strong loan sale gains.
Noninterest Expense
Noninterest expense increased 9.8% to $5,764,000 during the three months ended March 31, 2004 compared to $5,249,000 for the same period during 2003. The majority of the increase occurred in salaries and employee benefits, which were up 11.5% to $3,126,000 for the three months ended March 31, 2004 compared to $2,803,000 for the same period last year. Salaries were up over last year as a result of normal salary increases and the expansion of our commercial lending staff in Pierce County. Benefits were up due to aggressive increases in health care costs.
The efficiency ratio for the quarter ended March 31, 2004 was 62.18% compared to 58.95% for the comparable quarter in 2003. The efficiency ratio increases are primarily a result of lower noninterest income combined with increases in noninterest expense.
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Lending Activities
Since initiating our expansion activities in 1994, we have supplemented our traditional mortgage loan products by increasing our emphasis on commercial loans. As indicated in the table below, total loans increased to $539.8 million at March 31, 2004 from $521.4 million at December 31, 2003.
At
March 31,
2004
December 31,2003
Commercial
Real estate mortgages
One-to-four family residential
Five or more family residential and commercial properties
Total real estate mortgages
Real estate construction
Total real estate construction
Consumer
Gross loans
Less: deferred loan fees
Total loans
Nonperforming Assets
The following table describes our nonperforming assets for the dates indicated.
March 31,2004
Nonaccrual loans
Restructured loans
Total nonperforming loans
Total nonperforming assets
Accruing loans past due 90 days or more
Potential problem loans
Allowance for loan losses
Nonperforming loans to loans
Allowance for loan losses to loans
Allowance for loan losses to nonperforming loans
Nonperforming assets to total assets
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Nonperforming assets increased to $848,000, or 0.13% of total assets, at March 31, 2004 from $686,000, or 0.11% of total assets, at December 31, 2003. This increase was primarily the result of the addition of one nonperforming loan during the first quarter. We believe that we are adequately reserved for any potential losses.
Analysis of Allowance for Loan Losses
Management maintains an allowance for loan losses to absorb estimated credit losses associated with the loan and lease portfolio, including all binding commitments to lend. We determine an adequate allowance through our ongoing quarterly loan quality assessments.
We assess the estimated credit losses inherent in our non-classified loan portfolio by considering a number of elements including:
We determine an adequate allowance for the non-classified portion of our loan portfolio based on an appropriate percentage risk factor that is calculated based on the above-noted elements and trends. We add specific provisions for each classified loan after a careful analysis of that loan’s credit and collateral factors. Our analysis of an adequate allowance combines the provisions made for both our non-classified loans and the specific provisions made for classified loans.
We determine our provision expense for the next quarter by applying the same percentage risk factor applied to the non-classified loan portfolio to our expected loan growth. We determine our monthly provision expense by dividing our estimate of provision expense for the quarter by three.
Our historical loan loss experience remains low. However, we believe that it is appropriate to maintain a higher allowance for estimated credit losses, particularly with respect to our commercial loan portfolio, than our historical loan loss experience indicates.
We have increased our allowance for loan losses over the past several years during periods of strong loan growth and changes in our loan portfolio composition. Our commercial loan portfolio has grown as a percentage of the total loan portfolio, while other less risky categories, such as the residential mortgage portfolio, have declined as a percentage of the total portfolio.
While we believe we use the best information available to determine the allowance for loan losses, net income could be significantly affected if circumstances differ substantially from the assumptions used in determining the allowance or unforeseen market conditions arise that cause adjustments to the allowance for loan losses.
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The following table summarizes the changes in our allowance for loan losses:
Total loans outstanding at end of period (1)
Average loans outstanding during period
Allowance balance at beginning of period
Charge offs:
Real estate
Agriculture
Total charge offs
Recoveries:
Total recoveries
Allowance balance at end of period
Allowance for loan loss to loans
Ratio of net charge offs during period to average loans outstanding
While pursuing our growth strategy, we continue to employ prudent underwriting and sound monitoring procedures to maintain asset quality. The allowance for loan losses during the three months ended March 31, 2004 increased by $176,000 to $7.9 million from $7.7 million at December 31, 2003. The growth in the allowance was due to an $180,000 provision, which was partially offset by $4,000 in net charge offs during the period.
Liquidity and Sources of Funds
Our primary sources of funds are customer deposits, public funds, loan repayments, loan sales, interest earned on and proceeds from investment securities, and advances from the FHLB of Seattle. These funds, together with retained earnings, equity, and other borrowed funds, are used to make loans, acquire investment securities and other assets, and fund continuing operations. While maturities and scheduled amortization of loans are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by the level of interest rates, economic conditions, and competition.
We must maintain an adequate level of liquidity to ensure the availability of sufficient sources to fund loan originations and deposit withdrawals, satisfy other financial commitments, and fund operations. We generally maintain sufficient cash and short-term investments to meet short-term liquidity needs. At March 31, 2004, cash and cash equivalents totaled $36.1 million, and investment securities classified as either available for sale or held to maturity with maturities of one year or less amounted to $13.7 million, or 2.0% of total assets. At March 31, 2004, our banks maintained a credit facility with the FHLB of Seattle for $109.2 million, with $25.4 million in borrowings outstanding as of March 31, 2004.
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Capital
Stockholders’ equity at March 31, 2004 was $59.3 million compared with $62.2 million at December 31, 2003. During the period, we repurchased $5.0 million of Heritage Financial Corporation stock, declared dividends of $949,000, realized income of $2.2 million, recorded $241,000 in net unrealized gains on securities available for sale, and realized the effects of exercising stock options, earned ESOP shares, incentive stock options and restricted stock awards totaling $565,000.
Banking regulations require bank holding companies and banks to maintain a minimum leverage ratio of core capital to adjusted quarterly average total assets of at least 3%. At March 31, 2004 our leverage ratio was 8.2% compared with 9.0% at December 31, 2003. In addition, banking regulators have adopted risk-based capital guidelines, under which risk percentages are assigned to various categories of assets and off-balance sheet items to calculate a risk-adjusted capital ratio. Tier I capital generally consists of common shareholders’ equity, while Tier II capital includes the allowance for loan losses, subject to certain limitations. Regulatory minimum risk-based capital guidelines require Tier I capital of 4% of risk-adjusted assets and total capital (combined Tier I and Tier II) of 8%. Our Tier I and total risk based capital ratios were 9.5% and 10.8%, respectively, at March 31, 2004 compared with 10.4% and 11.7%, respectively, at December 31, 2003.
During 1992, the FDIC published the qualifications necessary to be classified as a “well-capitalized” bank, primarily for assignment of FDIC insurance premium rates beginning in 1993. To qualify as “well-capitalized”, banks must have a Tier I risk based capital ratio of at least 6%, a total risk based capital ratio of at least 10%, and a leverage ratio of at least 5%. Heritage Bank and Central Valley Bank qualified as “well-capitalized” at March 31, 2004.
Quantitative and Qualitative Disclosures About Market Risk
Our results of operations are highly dependent upon our ability to manage interest rate risk. We consider interest rate risk to be a significant market risk that could have a material effect on our financial condition and results of operations. In our opinion, there has not been a material change in our interest rate risk exposure since our most recent year-end at December 31, 2003. We are relatively neutral to slightly asset sensitive with respect to interest rate risk.
We do not maintain a trading account for any class of financial instrument nor do we engage in hedging activities or purchase high-risk derivative instruments. Moreover, we have no material risk with foreign currency exchange rate risk or commodity price risk.
Controls and Procedures
(a) Evaluation of disclosure controls and procedures. We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 are recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures, the Chief Executive and Chief Financial officers of the Company concluded that the Company’s disclosure controls and procedures were effective.
(b) Changes in internal controls. We made no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation of those controls by the Chief Executive and Chief Financial officers.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
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Item 6. Exhibits and Reports on Form 8-K
On January 29, 2004 the Company filed an 8-K announcing the issuance of the press release, which announced operating earnings for the first quarter of 2004.
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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 duly authorized officials.
Date: May 3, 2004
/s/ Donald V. Rhodes
Donald V. Rhodes
Chairman, President, and Chief Executive Officer
(Duly Authorized Officer)
/s/ Edward D. Cameron
Edward D. Cameron
Senior Vice President and Treasurer
(Principal Financial and Accounting Officer)
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