Item 1.
Business
Item 2.
Item 2. Properties
The Company’s and the Bank’s headquarters are located at 340 W. Main Street, Abingdon, Virginia. In addition to the Bank's Main Office location, the Bank owns ten branch offices: one in the Town of Abingdon, Virginia; one in Washington County, Virginia, two in the City of Bristol, Virginia; one in the Town of Glade Spring, Virginia; one in the Town of Marion, Virginia; one in the City of Bristol, Tennessee; one in the Town of Rogersville, Tennessee; one in the Town of Boone, North Carolina; and one in the Town of Banner Elk, North Carolina. The
Bank owns the land and buildings of all of these branch offices as well as the main office for the Company and Bank. The Bank also owns the land and building used for Financial Services, Collections, Human Resources and Credit Cards in Abingdon, Virginia. The Bank owns a piece of vacant land in Marion, Virginia that used to house a drive-up ATM. The Bank owns a vacant piece of land in Bristol, Tennessee that is being held for a potential future branch site. The Bank leases office space in Abingdon, Virginia for operational purposes and leases office space in West Jefferson, North Carolina for a loan production office. The Company owns the land and buildings used as the Bank’s Operations Center and Technology House in Abingdon, Virginia. The Company also owns the land and vacant building on property adjacent to the Company’s Operation Center in Abingdon, Virginia.
All of the Company’s existing properties are in good operating condition and are adequate for the Company’s present and anticipated future needs.
The Bank owns all its computer and data processing hardware and is a licensee of the software it utilizes.
Item 3.
Item 3. Legal Proceedings
The Company is not currently involved in any pending legal proceedings, other than routine litigation incidental to the Bank’s banking business. These proceedings are not material to the Company or the Bank.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Part II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Common Stock Information and Dividends
There are two distinct markets for the registrants stock as of December 31, 2004. Highlands Bankshares, Inc.’s common stock is traded on the Over-The-Counter Bulletin Board (OTCBB) and the Pinksheets by five broker dealers under the symbol HBKA.OB. The second market is the Company’s local market. The Company maintains a list of individuals who are interested in purchasing its common stock and connects these people with shareholders who are interested in selling their stock. These parties negotiate the per share price independent of the Company. The stock transfer agent of the Company attempts to keep a record of what the stock sales are trading at by asking the parties about the trade price per share. Please refer to the table below entitled Common Stock Performance for a breakdown of the trades for the four quarters of 2004 and 2003. It is the opinion of management that this range accurately reflects the market value of the Company’s common stock for the periods presented.
The Company’s primary source of funds for dividend payments is dividends from its subsidiary bank. Bank regulatory agencies restrict dividend payments of the subsidiaries, as more fully disclosed in Note 11 of Notes to Consolidated Financial Statements.
As of March 10, 2005, the Company had approximately 1,291 shareholders of record.
Issuer Repurchases of Equity Securities
The Company did not repurchase any shares of its common stock during the fourth quarter of 2004.
Item 6.
Item 6. Selected Financial Data
The Company and Subsidiaries Selected Consolidated Financial Data:
(Amounts in thousands, except per share data)
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
The purpose of this discussion is to provide information about the financial condition and results of operations of the Company and its wholly-owned subsidiaries and other information included in this report. This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company's actual results could differ materially form those set forth in the forward-looking statements.
Such forward-looking statements involve known and unknown risks including, but not limited to, the following factors:
·
The ability to successfully manage the Company’s growth or implement its growth strategies if it is unable to identify attractive markets, locations or opportunities to expand in the future;
·
The ability to continue to attract low cost core deposits to fund asset growth;
·
Maintaining capital levels adequate to support the Company’s growth;
·
Maintaining cost controls and asset qualities as the Company opens or acquires new branches;
·
Reliance on the Company’s management team, including its ability to attract and retain key personnel;
·
The successful management of interest rate risk;
·
Changes in general economic and business conditions in the Company’s market area;
·
Changes in interest rates and interest rate policies;
·
Risks inherent in making loans such as repayment risks and fluctuating collateral values;
·
Competition with other banks and financial institutions, and companies outside of the banking industry, including those companies that have substantially greater access to capital and other resources;
·
Demand, development and acceptance of new products and services;
·
Problems with technology utilized by the Company;
·
Changing trends in customer profiles and behavior; and
·
Changes in banking and other laws and regulations applicable to the Company.
Overview
Highlands Bankshares, Inc. is a Bank holding company located in southwest Virginia. It conducts operations primarily through its full service banking subsidiary, Highlands Union Bank (“the Bank”). Highlands Union Bank has two wholly owned subsidiaries, Highlands Union Financial Services and Highlands Union Insurance Services. These two subsidiaries offer investment and and insurance products. Revenues and net income derived from these two sources are not significant at this time. Management characterizes the Bank as a "community bank" operation.
Commercial banking is the primary business of the Company which it conducts through its subsidiary bank. The Bank offers general retail and commercial banking services to individuals, businesses and local government unit customers. These products and services include accepting deposits in the form of checking accounts, money market deposit accounts, interest-bearing demand deposit accounts, savings accounts and time deposits; making real estate, commercial, revolving, consumer, credit card and agricultural loans; offering letters of credit; providing other consumer financial services, such as automatic funds transfer, collections, night
depository, safe deposit, travelers checks and savings bond sales; and providing other miscellaneous services normally offered by commercial banks. The Bank makes loans in all major loan categories, including commercial, commercial and residential real estate, construction and consumer loans.
Critical Accounting Policies
General
The financial condition and results of operations presented in the Consolidated Financial Statements, accompanying Notes to Consolidated Financial Statements and management’s discussion and analysis are, to a large degree, dependent upon the accounting policies of the Company. The selection and application of these accounting policies involve judgments, estimates, and uncertainties that are susceptible to change.
Presented below is a discussion of the accounting policy that management believes is the most important to the portrayal and understanding of the Company’s financial condition and results of operations. This critical accounting policy requires management’s most difficult, subjective and complex judgments about matters that are inherently uncertain. In the event that different assumptions or conditions were to prevail, and depending upon the severity of such changes, the possibility of materially different financial condition or results of operations is a reasonable likelihood. See also Note 1 of the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K.
Allowance for Loan Losses
The Company monitors and maintains an allowance for loan losses to absorb the estimate of probable losses inherent in the loan portfolio. The Company maintains policies and procedures that address the systems of controls over the following areas of maintenance of the allowance: the systematic methodology used to determine the appropriate level of the allowance to provide assurance the systems are maintained in accordance with accounting principles generally accepted in the United States of America; the accounting policies for loan charge-offs and recoveries; the assessment and measurement of impairment in the loan portfolio; and the loan grading system.
The Company’s Credit Review and Analysis Department evaluates various loans individually for impairment as required by Statement of Financial Accounting Standards (“SFAS”) No. 114, Accounting by Creditors for Impairment of a Loan, and SFAS No. 118, Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures. Loans evaluated individually for impairment include non-performing loans, such as loans on non-accrual, loans past due by 90 days or more, restructured loans and other loans selected by management. The evaluations are based upon discounted expected cash flows or collateral valuations. If the evaluation shows that a loan is individually impaired, then a specific reserve is established for the amount of impairment. If a loan evaluated individually is not impaired, then the loan is assessed for impairment under SFAS No. 5, Accounting for Contingencies, with a group of loans that have similar characteristics.
For loans without individual measures of impairment, the Company makes estimates of losses for groups of loans as required by SFAS No. 5. Loans are grouped by similar characteristics, including the type of loan, the assigned loan grade and the general collateral type. A loss rate reflecting the expected loss inherent in a group of loans is derived based upon estimates of default rates for a given loan grade, the predominant collateral type for the group and
the terms of the loan. The resulting estimate of losses for groups of loans are adjusted for relevant environmental factors and other conditions of the portfolio of loans, including: borrower and industry concentrations; levels and trends in delinquencies, charge-offs and recoveries; changes in underwriting standards and risk selection; level of experience, ability and depth of lending management; and national and local economic conditions.
The amounts of estimated impairment for individually evaluated loans and groups of loans are added together for a total estimate of loans losses. This estimate of losses is compared to the allowance for loan losses of the Company as of the evaluation date and, if the estimate of losses is greater than the allowance, an additional provision to the allowance would be made. If the estimate of losses is less than the allowance, the degree to which the allowance exceeds the estimate is evaluated to determine whether the allowance falls outside a range of estimates. If the estimate of losses is below the range of reasonable estimates, the allowance would be reduced by way of a credit to the provision for loan losses. The Company recognizes the inherent imprecision in estimates of losses due to various uncertainties and variability related to the factors used, and therefore a reasonable range around the estimate of losses is derived and used to ascertain whether the allowance is too high. If different assumptions or conditions were to prevail and it is determined that the allowance is not adequate to absorb the new estimate of probable losses, an additional provision for loan losses would be made, which amount may be material to the Consolidated Financial Statements.
Performance Summary
The following table shows the Company’s key performance ratios for the period ended December 31, 2004 and 2003:
12/31/04
12/31/03
Return on Average Assets
0.83%
0.87%
Return on Average Equity
12.55%
13.27%
Basic Earnings Per Share
$1.75
$1.70
Fully Diluted Earnings Per Share
$1.73
$1.69
Net Interest Margin (1)
3.60%
3.67%
(1)
Net Interest Margin - Year-to-date tax equivalent net interest income divided by year-to-date average earning assets.
The Company’s key performance ratios are dependent on the general state of the local and national economy. Economic conditions dictate interest rate levels and loan growth, both of which directly impact the Company's performance. The Company’s future net interest margin is also dependent upon the asset / liability mix of its interest earning assets and the makeup of its various funding sources. (See the discussion in "Net Interest Income" below.)
Growth
The following table shows HBI’s key growth indicators for the period ended December 31, 2004 and 2003:
12/31/04
12/31/03
Securities
$128,953
$122,064
Loans, net
$387,133
$373,534
Deposits
$468,657
$450,009
Assets
$567,060
$543,416
The increase in loans is due to its increase in real estate secured balances, both commercial real estate and residential real estate. Loans secured by collateral other than real estate and unsecured loans decreased by approximately $8.8 million dollars.
Asset Quality
Key asset quality indicators are shown below:
12/31/04
12/31/03
Non- accrual loans
$3,902
$3,723
Loans past due over 90 days
Other real estate owned
1,047
Allowance for loan losses to total loans
1.07%
1.13%
Net charge-off ratio
0.36%
0.44%
For further information see the discussion under "Provision and Allowances for Loan Losses".
Results of Operations
Net Interest Income
2004 versus 2003
Net interest income for 2004 was $17,298,000, an increase of $712,000 over 2003. During 2004 interest income decreased $3,000 as assets repriced downward. Interest-bearing liabilities also repriced downward, causing a decline in interest expense. The net result of these events was a slight decrease in the net interest margin to 3.60% from 3.67% in 2004. The current trend is the result of an unusually long period of low interest rates. Based on currently available data, management believes that interest rates will continue to rise as the economy continues to recover. Management has made a concerted effort to continue to keep its mix of fixed rate and adjustable rate assets in line to prevent an adverse condition in the event of rising rates. The ultimate effect would depend on the exact timing, amount and number of rate increases experienced. (For additional information see the comments under "Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Sensitivity Analysis
Interest rate risk refers to the exposure of the Company’s earnings and market value of equity (“MVE”) to changes in interest rates. The amount of change in net interest income and MVE resulting from shifts in interest rates is determined by contractual maturity of fixed rate instruments, the repricing date for variable rate instruments, competition and customer reactions.
The Company runs simulation models through a range of positive and negative interest rate movements to determine the effect these shifts in interest rates would have on the market value of the Company’s equity. The market value is determined by applying a discount rate to the Company’s interest-earning assets and interest-bearing liabilities, that are not carried at market value, based on current rate levels at the time the model is run and calculating the present value of future cash flows.
There are several common sources of interest rate risk that must be effectively managed to maintain minimal impact on the Company’s earnings and capital. Repricing risk comes largely from timing differences in the pricing of interest-earning assets and interest-bearing liabilities. Reinvestment risk refers to the reinvestment of cash flows from interest and principal payments and maturing assets at lower or higher rates. Basis risk arises when different yield curves or pricing indices do not change at precisely the same moment in time or magnitude so that earning assets and interest-bearing liabilities with the same maturity are not affected equally. Yield curve risk refers to unequal movements in short-term and long-term interest rates.
The Company is not a party to derivative financial instruments with off-balance sheet risks such as futures, forwards, swaps, and options. The Company is a party to financial instruments with off-balance sheet risks such as commitments to extend credit and standby letters of credit and recourse obligations in the normal course of business to meet the financing needs of its customers. See Note 16 of Notes to Consolidated Financial Statements for additional information relating to financial instruments with off-balance sheet risk. Management does not plan any future involvement in high risk derivative products.
The following table provides the maturities of investment securities, loans, and deposits as of December 31, 2004, and measures the interest rate sensitivity gap for each range of maturity indicated: The amounts below also reflect various prepayment assumptions.
Asset Liability Management
The Company’s primary objectives for asset and liability management are to establish internal controls and procedures that will result in managing interest rate risk, liquidity management, capital planning, asset mix and volume control, and loan and deposit pricing. The Asset and Liability Committee (ALCO) is headed by the CEO and includes management personnel from the different areas of the Bank. The Committee meets on a monthly basis.
Interest rate risk refers to the exposure of the Company’s earnings to changes in interest rates. There are several sources of interest rate risk that must be effectively managed if there is to be minimal impact on the Company’s earnings and capital.
Repricing risk arises from timing differences in the repricing of assets and liabilities. Reinvestment risk refers to the ability, or lack thereof, to reinvest cash flows of maturing assets at lower or higher rates.
In determining the appropriate level of interest rate risk, the ALCO reviews the changes in projected net interest income subject to various changes in interest rates. To help effectively measure interest rate risk, the ALCO utilizes rate sensitivity and simulation analysis to determine the impact on net interest income as well as the changes in the Economic Value of Equity. Simulation analysis is used to subject or “shock” the current repricing and maturing amounts to rising and falling interest rates. Rate change increments of 1% and 2% up and down are used in the monthly simulation analysis. Loan and investment security prepayments are estimated using current market information.
While this planning process is designed to protect the Company over the long-term, it does not provide near-term protection from interest rate shocks, as interest rate sensitive assets and liabilities do not, by their nature, move up or down in tandem in response to changes in the overall rate environment. The Company's profitability in the near term may be temporarily affected either positively by a falling interest rate scenario or negatively by a period of rising rates.
The following table shows the estimated cumulative impact on net interest income (NII) for the next 12 months as of December 31, 2004, subject to the specified interest rate changes. For purposes of this schedule the Company used a parallel rate shock on its interest earning assets and interest bearing liabilities. A parallel rate shock means that a 100 basis point increase in the rate index (prime rate) would result in an immediate 100 basis point increase on interest earning assets and interest bearing liabilities subject to the interest rate reset date. The Company uses a 50 basis point slope for its computation. The slope is the number of basis points per month that an index can increase or decrease until it reaches the target rate.
Rate change increment
% change in NII
$ change in NII
Up 100 basis points
-3.47%
-652,000
Up 200 basis points
-6.19%
-1,162,000
Down 100 basis points
3.30%
620,000
Down 200 basis points
1.83%
345,000
The above schedule assumes that 100% of the Company’s interest bearing checking accounts and 100% of its statement savings accounts would reprice according to the above increments.
Item 8.
Item 8. Financial Statements and Supplementary Data
The following financial statements are incorporated by reference from the Annual Report to Shareholders for the fiscal year ended December 31, 2004:
Independent Registered Auditor’s Report;
Consolidated Statements of Financial Condition as of December 31, 2004, 2003 and 2002;
Consolidated Statements of Operations for each of the years in the three year period ended December 31, 2004;
Consolidated Statements of Stockholder’s Equity for each of the years in the three year period ended December 31, 2004;
Consolidated Statements of Cash Flows for each of the years in the three year period ended December 31, 2004; and
Notes to Consolidated Financial Statements for December 31, 2004, 2003 and 2002.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Item 9A. Controls and Procedures
On an on-going basis, senior management monitors and reviews the internal controls established for the various operating activities of the Bank. Additionally, the Company has created a Disclosure Review Committee to review not only internal controls but the information used by Company’s financial officers to prepare the Corporation’s periodic SEC filings and corresponding financial statements. The Committee is comprised of the Senior Management Team of the Bank and meets at least quarterly. Internal audits conducted by the Company’s internal audit department are also reviewed by senior officers to assist them in assessing the adequacy of the Company’s internal control structure. These audits are also discussed in detail with the Company’s Audit Committee.
We have carried out an evaluation, under the supervision and the participation of our management, including our Executive Vice President and Chief Executive Officer, our Executive Vice President and Chief Operations Officer, our Chief Financial Officer and our Vice President of Accounting, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Act”), as of the end of the fiscal year covered by this report. Based upon that evaluation, our CEO, COO, CFO and VP Accounting concluded that our disclosure controls and procedures are effective in providing reasonable assurance that (a) the information required to be disclosed by us in the reports that we file or submit under the Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (b) such information is accumulated and communicated to our management, including our CEO, COO, CFO and VP Accounting, as appropriate to allow timely decisions regarding required disclosure.
There have not been any changes in the Corporation’s internal controls over financial reporting during the fourth fiscal quarter of the fiscal year covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B. Other Information
None.
Part III.
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Pursuant to General Instruction G(3) of Form 10-K, the information contained under the headings “The Nominees,” “Executive Officers Who Are Not Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “The Board of Directors and its Committees - Audit Committee” and “Code of Ethics” in the Company’s Proxy Statement for the 2005 Annual Meeting of Shareholders is incorporated herein by reference.
Item 11.
Item 11. Executive Compensation
Pursuant to General Instruction G(3) of Form 10-K, the information contained under the headings “Director Compensation,” “Executive Officer Compensation,” “Stock Options,” “Option Exercises and Holdings” and “Compensation Committee Interlocks and Insider Participation” in the Company’s Proxy Statement for the 2005 Annual Meeting of Shareholders is incorporated herein by reference.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Pursuant to General Instruction G(3) of Form 10-K, the information contained under the headings “Security Ownership of Management and Certain Beneficial Owners” and “Equity Compensation Plans” in the Company’s Proxy Statement for the 2005 Annual Meeting of Shareholders is incorporated herein by reference.
Item 13.
Item 13. Certain Relationships and Related Transactions
Pursuant to General Instruction G(3) of Form 10-K, the information contained under the heading “Certain Transactions” in the Company’s Proxy Statement for the 2005 Annual Meeting of Shareholders is incorporated herein by reference.
Item 14.
Item 14. Principal Accounting Fees and Services
Pursuant to General Instruction G(3) of Form 10-K, the information contained under the headings “Services and Fees” and “Pre-Approved Policies and Procedures” in the Company’s Proxy Statement for the 2005 Annual Meeting of Shareholders is incorporated herein by reference.
Part IV.
Item 15.
Item 15. Exhibits, Financial Statement Schedules
(a) (1)
The response to this portion of Item 15 is submitted as a separate section of this report.
(2)
All applicable financial statement schedules required by Regulation S-X are included in the Notes to the 2004 Consolidated Financial Statements.
(3)
Exhibits:
3.1
Articles of Incorporation of Highlands Bankshares, Inc. (restated in electronic format), filed as Exhibit 4.1 to the Registration Statement on Form S-3, Registration No. 333-83618, filed with the Commission on March 1, 2002, incorporated herein by reference.
3.2
Bylaws of Highlands Bankshares, Inc. attached as Exhibit 3.2 to the Registration Statement on Form 8-A, File No. 000-27622, filed with the Commission on January 24, 1996, incorporated herein by reference.
10.1
Highlands Union Bank 1995 Stock Option Plan, attached as Exhibit 10.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2002, File No. 000-27622, incorporated herein by reference.
Statement regarding computation of per share earnings (included as Note 1 of the Notes to Consolidated Financial Statements in the 2004 Annual Report to Shareholders and incorporated herein by reference).
13.1
Annual Report to Shareholders.
Subsidiaries of the Corporation.
23.1
Consent of Brown, Edwards & Company, L.L.P.
31.1
Section 302 Certification of Chief Executive Officer.
31.2
Section 302 Certification of Chief Operations Officer.
31.3
Section 302 Certification of Chief Financial Officer of the Corporation.
31.4
Section 302 Certification of Chief Financial Officer of the Bank.
32.1
Statement of Chief Executive Officer Pursuant to 18 U.S.C. § 1350.
32.2
Statement of Chief Operations Officer Pursuant to 18 U.S.C. § 1350.
32.3
Statement of Chief Financial Officer of the Corporation Pursuant to 18 U.S.C. § 1350.
32.4
Statement of Chief Financial Officer of the Bank Pursuant to 18 U.S.C. § 1350.
(b)
Exhibits.
The response to this portion of Item 15 as listed in Item 15(a)(3) above is submitted as a separate section of this report.
(c)
Financial Statement Schedules.
The response to this portion of Item 15 is submitted as a separate section of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HIGHLANDS BANKSHARES, INC.
Date: March 26, 2005
BY: /s/ Samuel L. Neese
Samuel L. Neese
Executive Vice President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated on March 26, 2004.
Signature
Title
Date
/s/ James D. Morefield
James D. Morefield
Chairman of the Board, and Director
March 26, 2005
/s/ Dr. James D. Moore, Jr.
Dr. James D. Moore, Jr.
President
March 26, 2005
/s/ J. Carter Lambert
J. Carter Lambert
Vice Chairman
March 26, 2005
/s/ Samuel L. Neese
Samuel L. Neese
Executive Vice President, and Chief Executive Officer
March 26, 2005
/s/ James T. Riffe
James T. Riffe
Executive Vice President and Cashier
March 26, 2005
/s/ William E. Chaffin
William E. Chaffin
Director
March 26, 2005
/s/ E. Craig Kendrick
E. Craig Kendrick
Director
March 26, 2005
Signature
Title
Date
/s/ Clydes B. Kiser
Clydes B. Kiser
Direc­tor
March 26, 2005
/s/ Charles P. Olinger
Charles P. Olinger
Direc­tor
March 26, 2005
/s/ William J. Singleton
William J. Singleton
Direc­tor
March 26, 2005
/s/ Dr. H. Ramsey White, Jr.
Dr. H. Ramsey White, Jr.
Direc­tor
March 26, 2005
EXHIBIT INDEX
Exhibit No.
Description
3.1
Articles of Incorporation of Highlands Bankshares, Inc. (restated in electronic format), filed as Exhibit 4.1 to the Registration Statement on Form S-3, Registration No. 333-83618, filed with the Commission on March 1, 2002, incorporated herein by reference.
3.2
Bylaws of Highlands Bankshares, Inc. attached as Exhibit 3.2 to the Registration Statement on Form 8-A, File No. 000-27622, filed with the Commission on January 24, 1996, incorporated herein by reference.
10.1
Highlands Union Bank 1995 Stock Option Plan, attached as Exhibit 10.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2002, File No. 000-27622, incorporated herein by reference.
Statement regarding computation of per share earnings (included as Note 1 of the Notes to Consolidated Financial Statements in the 2003 Annual Report to Shareholders and incorporated herein by reference).
13.1
Annual Report to Shareholders.
Subsidiaries of the Corporation.
23.1
Consent of Brown, Edwards & Company, L.L.P.
31.1
Section 302 Certification of Chief Executive Officer.
31.2
Section 302 Certification of Chief Operations Officer.
31.3
Section 302 Certification of Chief Financial Officer of the Corporation.
31.4
Section 302 Certification of Chief Financial Officer of the Bank.
32.1
Statement of Chief Executive Officer Pursuant to 18 U.S.C. § 1350.
32.2
Statement of Chief Operations Officer Pursuant to 18 U.S.C. § 1350.
32.3
Statement of Chief Financial Officer of the Corporation Pursuant to 18 U.S.C. § 1350.
32.4
Statement of Chief Financial Officer of the Bank Pursuant to 18 U.S.C. § 1350.