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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 September 30, 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
897,030 shares outstanding as of October 15, 2004
1
ALLEGHENY BANCSHARES, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements 2
Unaudited Consolidated Statements of Income - Nine
Months Ended September 30, 2004 and 2003 2
Unaudited Consolidated Statements of Income - Three
Months Ended September 30, 2004 and 2003 3
Consolidated Balance Sheets - September 30, 2004 (Unaudited)
and December 31, 2003 (Audited) 4
Unaudited Consolidated Statements of Changes in Stockholders'
Equity - Nine Months Ended September 30, 2004 and 2003 5
Unaudited Consolidated Statements of Cash Flows - Nine
Months Ended September 30, 2004 and 2003 6
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
Item 4. Controls and Procedures 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 2. Changes in Securities 15
Item 3. Defaults upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8K 16
SIGNATURES 17
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)
Nine Months Ended
September 30, September 30,
2004 2003
Interest and Dividend Income:
Loans and fees $ 5,895 $ 5,733
Investment securities - taxable 469 468
Investment securities - nontaxable 538 591
Deposits and federal funds sold 12 35
------ ------
Total Interest and Dividend Income 6,914 6,827
------ ------
Interest Expense:
Deposits 1,437 1,895
Borrowings 124 53
------ ------
Total Interest Expense 1,561 1,948
------ ------
Net Interest Income 5,353 4,879
Provision for loan losses 135 90
------ ------
Net interest income after provision
for loan losses 5,218 4,789
------ ------
Noninterest Income:
Service charges on deposit accounts 178 175
Other income 153 135
Gain on security transactions 47 7
------ ------
Total Noninterest Income 378 317
------ ------
Noninterest Expense:
Salaries and benefits 1,606 1,487
Occupancy expenses 183 166
Equipment expenses 358 304
Other expenses 926 830
------ ------
Total Noninterest Expenses 3,073 2,787
------ ------
Income before Income Taxes 2,523 2,319
Income Tax Expense 763 678
------ ------
Net Income $ 1,760 $ 1,641
====== ======
Earnings Per Share
Net income $ 1.96 $ 1.82
======= =======
Weighted Average Shares Outstanding 898,064 899,325
======= =======
The accompanying notes are an integral part of these statements.
3
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
September 30, September 30,
2004 2003
Interest and Dividend Income:
Loans and fees $ 2,035 $ 1,949
Investment securities - taxable 146 146
Investment securities - nontaxable 177 192
Deposits and federal funds sold 4 15
------ ------
Total Interest and Dividend Income 2,362 2,302
------ ------
Interest Expense:
Deposits 483 593
Borrowings 41 32
------ ------
Total Interest Expense 524 625
------ ------
Net Interest Income 1,838 1,677
Provision for loan losses 45 30
------ ------
Net interest income after provision
for loan losses 1,793 1,647
------ ------
Noninterest Income:
Service charges on deposit accounts 69 55
Other income 56 46
Gain on security transactions 1 3
------ ------
Total Noninterest Income 126 104
------ ------
Noninterest Expense:
Salaries and benefits 522 487
Occupancy expenses 62 54
Equipment expenses 121 95
Other expenses 305 258
------ ------
Total Noninterest Expenses 1,010 894
------ -------
Income before Income Taxes 909 857
Income Tax Expense 276 248
------ ------
Net Income $ 633 $ 609
====== ======
Earnings Per Share
Net income $ .71 $ .68
======= =======
Weighted Average Shares Outstanding 897,207 899,323
======= =======
The accompanying notes are an integral part of these statements.
4
Allegheny Bancshares, Inc.
Consolidated Balance Sheets
(In thousands)
September 30, 2004 December 31, 2003
Unaudited Audited
ASSETS
Cash and due from banks $ 2,613 $ 2,975
Federal funds sold 7,074 684
Interest bearing deposits in banks 221 240
Investment securities available for sale 30,999 36,858
Investment securities held to maturity 500 500
Loans receivable, net of allowance for loan
losses of $1,075 and $1,052 respectively 119,412 110,516
Bank premises and equipment, net 4,465 4,213
Other assets 1,913 1,771
-------- --------
Total Assets $ 167,197 $ 157,757
======== ========
LIABILITIES
Deposits
Noninterest bearing demand $ 17,540 $ 15,106
Interest bearing
Demand 24,303 18,446
Savings 25,937 26,632
Time deposits over $100,000 19,248 18,689
Other time deposits 49,902 49,680
-------- --------
Total Deposits 136,930 128,553
Accrued expenses and other liabilities 529 806
Short-term borrowings 1,685 1,507
Long-term debt 3,581 3,838
-------- --------
Total Liabilities 142,725 134,704
-------- --------
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 22,379 20,619
Accumulated other comprehensive income 414 649
Treasury stock (at cost, 2,970 shares in
2004 and 417 shares in 2003) (121) (15)
-------- ---------
Total Stockholders' Equity 24,472 23,053
-------- --------
Total Liabilities and Stockholders'
Equity $ 167,197 $ 157,757
======== =========
The accompanying notes are an integral part of these statements.
5
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 1,760 1,760
Change in
unrealized
gain on
available for
sale securities,
net of
income tax effect
of
$(204) (235) (235)
-------
Total Comprehensive
Income 1,525
Purchase of treasury
stock (106) (106)
------- ------- ---- ------- ------ ------
Balance, September 30,
2004 $ 24,472 $ 900 $ 900 $ 22,379 $ 414 $ (121)
======= ==== ===== ======= ====== ========
Balance, December 31,
2002 $ 21,927 $ 900 $ 900 $ 19,238 $ 889 $ 0
Comprehensive Income
Net income 1,641 1,641
Change in
unrealized
gain on
available for
sale securities,
net of income
tax effect of
$(154) (240) (240)
-------
Total Comprehensive
Income 1,401
Purchase of treasury
stock (24) (24)
------- ----- ----- ------ ----- -------
Balance, September 30,
2003 $ 23,304 $ 900 $ 900 $ 20,879 $ 649 $ (24)
======= ===== ==== ======= ====== ======
The accompanying notes are an integral part of these statements.
6
Allegheny Bancshares, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
2004 2003
Cash Flows from Operating Activities:
Net income $ 1,760 $ 1,641
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 135 90
Depreciation and amortization 271 245
Net amortization of securities 69 86
Gain on sale of securities (47) (7)
Gain on sale of equipment (6) (3)
Gain on sale of other real estate (13)
Net change in:
Accrued income (63) (36)
Other assets (129) (439)
Accrued expense and other liabilities (73) 292
-------- ------
Net Cash Provided by Operating Activities 1,904 1,869
------- ------
Cash Flows from Investing Activities:
Net change in federal funds sold (6,390) (6,550)
Net change in interest bearing deposits in banks 19 37
Proceeds from sales, calls and maturities
of securities available for sale 10,749 9,629
Proceeds from call of security held to maturity 500
Purchase of securities available for sale (5,352) (12,578)
Purchase of securities held to maturity (500) (1,000)
Net increase in loans (9,031) (4,543)
Proceeds from sale of other real estate 63
Proceeds from sale of bank premises and equipment 6 3
Purchase of bank premises and equipment (522) (506)
-------- -------
Net Cash Used in Investing Activities (10,458) (15,508)
-------- -------
Cash Flows from Financing Activities:
Net change in:
Demand and savings deposits 7,596 7,015
Time deposits 781 3,875
Proceeds from borrowings 1,415 3,824
Curtailments of borrowings (1,494) (729)
Purchase of treasury stock (106) (24)
------- -------
Net Cash Provided by Financing Activities 8,192 13,961
------- ------
Cash and Cash Equivalents
Net increase (decrease) in cash and cash equivalents (362) 322
Cash and Cash Equivalents, beginning of period 2,975 3,094
------- ------
Cash and Cash Equivalents, end of period $ 2,613 $ 3,416
======= ======
The accompanying notes are an integral part of these statements.
7
Allegheny Bancshares, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
2004 2003
Supplemental Disclosure of Cash Paid During the
Period for:
Interest $ 1,561 $ 1,994
Income taxes $ 756 $ 545
The accompanying notes are an integral part of these statements.
8
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 September 30, 2004, and the
results of operations for the periods ended September 30, 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 September 30, 2004 and December 31, 2003 follows (in thousands):
September 30, 2004 December 31, 2003
Amortized Fair Amortized Fair
Cost Value Cost Value
Securities available for sale:
U.S. Treasury and agency
obligations $ 5,485 $ 5,680 $ 7,030 $ 7,331
State and municipal 17,894 18,376 17,892 18,693
Mortgage-backed securities 7,021 6,943 10,897 10,834
------- ------- ------ -------
Total $ 30,400 $ 30,999 $35,819 $ 36,858
======= ======= ====== =======
Securities held to maturity:
U.S. Treasury and agency
Obligations $ 500 $ 500 $ 500 $ 513
======= ======= ====== =======
9
ALLEGHENY BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 LOANS:
Loans outstanding are summarized as follows (in thousands):
September 30, December 31,
2004 2003
Real estate loans $ 57,105 $54,144
Commercial and industrial loans 48,334 42,857
Loans to individuals, primarily
collateralized by autos 11,324 11,683
All other loans 3,724 2,884
------- ------
Total Loans 120,487 111,568
Less allowance for loan losses 1,075 1,052
------- ------
Net Loans Receivable $119,412 $110,516
======= =======
NOTE 4 ALLOWANCE FOR LOAN LOSSES:
A summary of transactions in the allowance for loan losses for the nine
months ended September 30, 2004 and 2003 follows (in thousands):
Nine Months Ended
September 30,
2004 2003
Balance, beginning of period $ 1,052 $ 1,028
Provision charged to operating expenses 135 90
Recoveries of loans charged off 29 24
Loans charged off (141) (88)
------- -------
Balance, end of period $ 1,075 $ 1,054
======= =======
10
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 $1,641,000 for the nine months ended September
30, 2003 to $1,760,000 for the nine months ended September 30, 2004 and earnings
per share increased from $1.82 to $1.96. 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
$5,184,000 for the nine months ended September 30, 2003 to $5,630,000 for the
nine months ended September 30, 2004, due to the net growth of earning assets,
and improved net yield on earning assets. The Company's net yield on earnings
assets for 2004 was 4.97% compared to 4.73% for 2003 as the yield on earning
assets declined less than the cost of funds. The cost of funds declined due to
the repricing of maturing time deposits 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 $135,000 and $90,000 for the nine
months ended September 30, 2004 and 2003, respectively. The allowance for loan
losses ("ALL") was $1,075,000 (.89% of loans) at the end of the third 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.
11
Noninterest Income
Noninterest income was $378,000 and $317,000 for the nine months ended
September 30, 2004 and 2003, respectively. Noninterest income (excluding
security gains and losses) as a percentage of average assets increased slightly
from .27% to .28% (annualized). A portion of the increase in other noninterest
income was attributable to higher volume of ATM fees and commissions earned on
insurance premiums.
Noninterest Expenses
Noninterest expenses were $3,073,000 and $2,787,000 for the nine months
ended September 30, 2004 and 2003, respectively. Noninterest expenses as a
percentage of average assets was 2.59% (annualized) for the nine months ended
September 30, 2004, up from 2.43% for the same period of 2003. Salaries and
benefits increased due to an increase in the number of employees, as well as
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 fees and the formation of new
committees.
Income Tax Expense
Income tax expense equaled 30.24% of income before income taxes for the
nine months ended September 30, 2004 compared with 29.24% for the nine months
ended September 30, 2003.
Federal Funds Sold
Federal funds sold were $7,074,000 and $684,000 as of September 30, 2004
and December 31, 2003, respectively. This increase was due to an increase in
deposit volume during the third quarter of 2004 which outpaced growth of other
assets.
Investments
Investments decreased from $37,358,000 at December 31, 2003 to $31,499,000
at September 30, 2004 as a result of funding the increase in the loan portfolio.
Loans
Total loans increased from $111,568,000 at December 31, 2003 to
$120,487,000 at September 30, 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 $65,000 at September 30,
2004 (.05% of total loans). Accruing loans which are contractually past due 90
days or more as to principal or interest totaled $1,071,000 (.89% 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."
12
Deposits
The Company's deposits increased $8,377,000 during the first nine months
of 2004 to $136,930,000 at September 30, 2004. This increase reflected normal
growth throughout the Company. A schedule of deposits by type is shown in the
balance sheets. Time deposits of $100,000 or more were 14.05% and 14.54% of
total deposits at September 30, 2004 and December 31, 2003, respectively.
Capital
Capital as a percentage of total assets was 14.64% at September 30, 2004
and significantly exceeded regulatory requirements. The Company is considered to
be well capitalized under the regulatory framework for prompt corrective
actions.
During the third quarter of 2004, the company purchased 601 shares of
treasury stock at an average price of $45 per share in private transactions, not
pursuant to any repurchase program.
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 September 30, 2004, the Company had liquid assets of approximately $9.9
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 September
30, 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 September 30, 2004, the Company had a negative cumulative Gap Rate
Sensitivity Ratio of -35.51% for the one year repricing period. This ratio 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 1.92%. 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.
13
TABLE I
Allegheny Bancshares, Inc.
Net Interest Margin Analysis
(On a fully taxable equivalent basis)(Dollar amounts in thousands)
Nine Months Ended Nine Months Ended
September 30, 2004 September 30, 2003
Average Income/ Average Income/
Balance Expense Rates Balance Expense Rates
Interest Income
Loans 1 $115,691 $ 5,895 6.79% $107,176 $ 5,733 7.13%
Federal funds
sold 1,169 9 1.03% 4,214 31 .98%
Interest bearing
deposits 229 3 1.75% 205 4 2.60%
Investments
Taxable 16,411 469 3.81% 15,446 468 4.04%
Nontaxable 2 17,545 815 6.19% 18,991 896 6.29%
------ ------- ------- ------ ------ -----
Total Earning Assets 151,045 7,191 6.35% 146,032 7,132 6.51%
------- ------- -------- ------- ------ -----
Interest Expense
Demand deposits 16,087 96 .80% 16,543 129 1.04%
Savings 28,988 165 .76% 28,047 218 1.04%
Time deposits 68,117 1,176 2.30% 69,529 1,548 2.97%
Short-term
borrowings 1,854 24 1.33% 1,292 18 1.86%
Long-term debt 3,714 100 3.59% 1,420 35 3.19%
------ ------- -------- ------ ------- ------
Total Interest Bearing
Liabilities $118,760 $ 1,561 1.75% $ 116,831 $ 1,948 2.22%
------- ------- -------- ------- ------ -----
Net Interest
Margin 1 5,630 5,184
======= =====
Net Yield on Interest
Earning Assets 4.97% 4.73%
======= =====
1 Interest on loans includes loan fees
2 An incremental tax rate of 34% was used to calculate the tax equivalent
income
14
TABLE II
Allegheny Bancshares, Inc.
Interest Sensitivity Analysis
September 30, 2004
(In Thousands of Dollars)
0-3 4-12 1-5 Over 5 Total
Months Months Years Years
Uses of Funds:
Loans:
Commercial $ 13,481 $ 5,626 $ 20,384 $ 12,287 $ 51,778
Consumer 805 790 8,647 1,082 11,324
Real estate 7,876 4,675 9,758 34,796 57,105
Credit card 280 280
Federal funds sold 7,074 7,074
Interest bearing deposits 221 221
Investment securities 500 936 11,001 19,062 31,499
------- ------- ------ ------- ------
Total 30,237 12,027 49,790 67,227 159,281
------ ------- ------ ------- -------
Sources of Funds:
Deposits:
Interest bearing
demand 24,303 24,303
Savings 25,937 25,937
Time deposits over
$100,000 4,670 7,902 6,676 19,248
Other time deposits 16,017 17,957 15,264 664 49,902
Short-term borrowings 1,275 410 1,685
Long-term debt 87 266 1,549 1,679 3,581
------ ------- ------ ------- ------
Total 72,289 26,535 23,489 2,343 124,656
------ ------- ------ ------- -------
Discrete Gap (42,052) (14,508) 26,301 64,884 34,625
Cumulative Gap (42,052) (56,560) (30,259) 34,625
Ratio of Cumulative Gap
To Total Earning Assets -26.40% -35.51% -19.00% 21.74%
Table II reflects the earlier of the maturity or repricing dates for various
assets and liabilities at September 30, 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.
15
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
16
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 September 30, 2004.
17
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: November 12, 2004