EX-99.1 2 y06695exv99w1.txt 2004 EARNINGS RELEASE Exhibit 99.1 NEW YORK, NY, March 8, 2005 -- Alleghany Corporation (NYSE-Y) reported net earnings from continuing operations in 2004 of $117.9 million, or $15.34 per share (per share information throughout is presented on a diluted basis), compared with net earnings from continuing operations of $166.2 million, or $21.79 per share, in 2003, Weston M. Hicks, President and chief executive officer of Alleghany, announced today. Alleghany's common stockholders' equity per share at December 31, 2004 was $228.77, an increase of 11.9% percent from common stockholders' equity per share of $204.44 as of December 31, 2003 (as adjusted for the stock dividend declared in March 2004). On a consolidated basis, cash and invested assets were $2.5 billion at December 31, 2004, an increase of 30.8 % from approximately $1.9 billion at December 31, 2003. "We are pleased that our insurance subsidiaries recorded an underwriting profit of $74.2 million in 2004, despite significant catastrophe loss activity in the 2004 third quarter, and that our common stockholders' equity per share has increased 11.9% since the end of 2003" said Mr. Hicks. 2004 net catastrophe losses (including reinsurance reinstatement premiums and net of reinsurance), after tax ("after tax" throughout assumes tax at the federal income tax rate) were $106.5 million, or $13.83 per share, compared with $12.1 million, or $1.59 per share, in 2003. Alleghany's 2004 results include net gains on investment transactions after tax of $56.5 million, or $7.33 per share, compared with $98.7 million, or $12.92 per share, in 2003. 2004 net earnings from continuing operations adjusted to exclude gains on investment transactions after tax and net catastrophe losses after tax were $167.9 million, or $21.84 per share, compared with $79.6 million, or $10.46 per share, in 2003.
Years Ended December 31, Per Share(1) (in millions, except for per share and share amounts) 2004 2003 2004 2003 ------------ ------------ ------------- ------------- Net earnings from continuing $ 117.9 $ 166.2 $ 15.34 $ 21.79 operations Adjustments: Add: Net catastrophe losses(2) 106.5 12.1 13.83 1.59 Deduct: Net gains on investment transactions (3) (56.5) (98.7) (7.33) (12.92) ------------ ------------ ------------- ------------- Net earnings from continuing operations, as adjusted (4) $ 167.9 $ 79.6 $ 21.84 $ 10.46 Average number of outstanding shares of common stock (5) 7,699,981 7,639,459
(1) Represents diluted earnings per share of common stock and includes the impact to net earnings which arises when dilutive securities are included following the "if-converted method". (2) Including reinsurance reinstatement premiums and net of reinsurance, after tax. (3) After tax. (4) Adjusted to exclude net gains on investment transactions after tax and net catastrophe losses after tax. (5) Adjusted to reflect the dividend of common stock declared in March 2004. 2004 net earnings including discontinued operations were $117.7 million, or $15.31 per share, compared with $162.4 million, or $21.29 per share, in 2003. Discontinued operations consist of the operations of Heads & Threads International LLC prior to its disposition in December 2004. In the fourth quarter of 2004, Alleghany's net earnings from continuing operations were $57.6 million, or $7.47 per share, compared with $76.7 million, or $10.00 per share, in the fourth quarter of 2003. Net gains on investment transactions after tax were $27.7 million, or $3.60 per share, in the 2004 fourth quarter, compared with $44.9 million, or $5.86 per share, in the 2003 fourth quarter. Alleghany had no fourth quarter 2004 catastrophe losses, compared with $1.4 million, or $0.18 per share, of after tax catastrophe losses, net of reinsurance, in the 2003 fourth quarter. Fourth quarter 2004 net earnings from continuing operations adjusted to exclude gains on investment transactions after tax and net catastrophe losses after tax were $29.9 million, or $3.87 per share, compared with $33.2 million, or $4.32 per share, in the corresponding 2003 period.
Three Months Ended December 31, Per Share(1) (in millions, except for per share and share amounts) 2004 2003 2004 2003 ------------ ------------ ------------- ------------- Net earnings from continuing $ 57.6 $ 76.7 $ 7.47 $ 10.00 operations Adjustments: Add: Net catastrophe losses(2) $ -- $ 1.4 $-- $ 0.18 Deduct: Net gains on investment transactions (3) (27.7) (44.9) (3.60) (5.86) ------------ ------------ ------------- ------------- Net earnings from continuing operations, as adjusted (4) $ 29.9 $ 33.2 $ 3.87 $ 4.32 Average number of outstanding shares of common stock (5) 7,708,146 7,668,601
(1) Represents diluted earnings per share of common stock and includes the impact to net earnings which arises when dilutive securities are included following the "if-converted method". (2) Including reinsurance reinstatement premiums and net of reinsurance, after tax. (3) After tax. (4) Adjusted to exclude net gains on investment transactions after tax and net catastrophe losses after tax. (5) Adjusted to reflect the dividend of common stock declared in March 2004. 2004 fourth quarter net earnings including discontinued operations were $53.9 million, or $6.99 per share, compared with $73.8 million, or $9.62 per share, in the corresponding 2003 period. The comparative contributions to earnings (losses) before taxes made by Alleghany's operating units Alleghany Insurance Holdings LLC ("AIHL," a holding company for Alleghany's property and casualty insurance businesses, consisting of RSUI Group, Inc. ("RSUI") (from July 1, 2003), Capitol Transamerica Corporation ("CATA") and Darwin Professional Underwriters, Inc. ("Darwin")), and World Minerals, Inc. (industrial minerals business), as well as by corporate activities (consisting of Alleghany Properties LLC and corporate activities at the parent level), were as follows (in millions):
Three Months Ended Years Ended December 31, December 31, ------------ ------------ 2004 2003 2004 2003 ------- ------- ------- ------- AIHL $ 89.0 $ 52.2 $ 173.4 $ 134.8 World Minerals 4.4 7.4 21.2 25.7 Corporate activities (8.8) 56.3 (24.5) 84.8 ------- ------- ------- ------- Total $ 84.6 $ 115.9 $ 170.1 $ 245.3 ======= ======= ======= =======
AIHL recorded pre-tax earnings of $89.0 million on revenues of $268.4 million in the 2004 fourth quarter, compared with pre-tax earnings of $52.2 million on revenues of $213.1 million in the fourth quarter of 2003, and pre-tax earnings of $173.4 million on revenues of $933.1 million in 2004, compared with pre-tax earnings of $134.8 million on revenues of $511.5 million in 2003. AIHL's 2004 pre-tax earnings include net investment income after tax of $33.6 million and net gains on investment transactions after tax of $54.9 million, compared with $19.5 million and $35.7 million in 2003. The comparative pre-tax contributions to AIHL's results made by its operating units RSUI, CATA and Darwin, and total AIHL results, were as follows (in millions, except ratios): Three Months Ended December 31,
RSUI(1) CATA(2) Darwin(3) AIHL ------- ------- --------- ---- 2004 Gross premiums written (4) $315.9 $ 41.9 $ 34.4 $392.2 Net premiums written (4) 165.3 38.0 24.7 228.0 Net premiums earned 159.5 38.3 16.1 213.9 Loss and loss adjustment expenses 78.1 25.0 10.2 113.3 Underwriting expenses 32.3 19.6 5.7 57.5 ------ ----- ------ ----- Underwriting profit (loss) (5) $ 49.2 $(6.3) $ 0.2 $43.1 ====== ===== ====== ===== Interest, dividend and other income 12.4 Net gains on investment transactions 42.0 Other expenses 8.5 ----- Earnings before income taxes $89.0 ===== Loss ratio (6) 48.9% 65.3% 63.5% 53.0% Expense ratio (7) 20.2% 51.2% 35.2% 26.9% Combined ratio (8) 69.2% 116.5% 98.7% 79.9% 2003 Gross premiums written (4) $441.5(9) $ 39.2 $15.9 $496.6 Net premiums written (4) 165.8 34.5 10.6 210.9 Net premiums earned 158.0 35.2 2.9 196.1 Loss and loss adjustment expenses 68.4 39.8 1.7 109.9 Underwriting expenses 26.5 17.1 1.7 45.3 ------ ----- ------ ----- Underwriting profit (loss) (5) $63.1 $(21.7) $(0.5) $40.9 ====== ===== ====== ----- Interest, dividend and other income 9.1 Net gains on investment transactions 7.8 Other expenses 5.6 ----- Earnings before income taxes $52.2 ===== Loss ratio (6) 43.3% 113.0% 59.1% 56.0% Expense ratio (7) 16.8% 48.5% 58.0% 23.1% Combined ratio (8) 60.1% 161.5% 117.1% 79.1%
Year Ended December 31,
RSUI(1) CATA(2) Darwin(3) AIHL ------- ------- --------- ---- 2004 Gross premiums written (4) $1,223.8 $174.0 $100.5 $1,498.3 Net premiums written (4) 630.5 156.1 70.5 857.2 Net premiums earned 609.3 150.0 46.1 805.4 Loss and loss adjustment expenses 423.6 87.6 29.3 540.6 Underwriting expenses 102.5 71.3 16.8 190.6 -------- ------ ----- -------- Underwriting profit (loss) (5) $ 83.2 $ (8.9) $(0.0) $ 74.2 ======== ====== ===== ======== Interest, dividend and other income 43.2 Net gain on investment transactions 84.5 Other expenses 28.5 -------- Earnings before income taxes $ 173.4 ======== Loss ratio (6) 69.5% 58.4% 63.6% 67.1% Expense ratio (7) 16.8% 47.5% 36.5% 23.7% Combined ratio (8) 86.3% 105.9% 100.1% 90.8% 2003 Gross premiums written (4) $ 931.3(9) $ 162.7 $24.2 $1,118.2 Net premiums written (4) 622.9 141.4 18.2 782.5 Net premiums earned 293.8 133.0 4.1 430.9 Loss and loss adjustment expenses 150.1 97.6 2.5 250.2 Underwriting expenses 52.0 56.8 4.9 113.7 -------- ------ ----- -------- Underwriting profit (loss) (5) $91.8 $(21.4) $(3.3) $ 67.0 ======== ====== ===== -------- Interest, dividend and other income 25.7 Net gain on investment transactions 54.9 Other expenses 12.8 -------- Earnings before income taxes $ 134.8 ======== Loss ratio (6) 51.1% 73.4% 60.8% 58.1% Expense ratio (7) 17.7% 42.7% 120.1% 26.4% Combined ratio (8) 68.8% 116.1% 180.9% 84.5%
(1) Since July 1, 2003. (2) Includes the results of Platte River Insurance Company, which was acquired contemporaneously with CATA in January 2002 and operates in conjunction with CATA. (3) Although Darwin is an underwriting manager for Platte River and certain subsidiaries of CATA, Darwin is managed on an operating unit basis and therefore, the results of business generated by Darwin have been separated from CATA's results for purposes of this table. (4) Amounts do not reflect the impact of an inter-company pooling agreement. (5) Represents net premiums earned less loss and loss adjustment expenses and underwriting expenses, all as determined in accordance with generally accepted accounting principles in the United States of America ("GAAP"), and does not include interest, dividend and other income or net gains on investment transactions. Underwriting profit (loss) does not replace net income (loss) determined in accordance with GAAP as a measure of profitability; rather, Alleghany believes that underwriting profit (loss), which does not include interest, dividend and other income or net gains on investments transactions, enhances the understanding of AIHL's insurance operating units' operating results by highlighting net income attributable to their underwriting performance. With the addition of interest, dividend and other income and net gains on investment transactions, reported pre-tax net income (a GAAP measure) may show a profit despite an underlying underwriting loss. Where such underwriting losses persist over extended periods, an insurance company's ability to continue as an ongoing concern may be at risk. Therefore, Alleghany views underwriting (loss) profit as an important measure in the overall evaluation of performance. (6) Loss and loss adjustment expenses divided by net premiums earned, all as determined in accordance with GAAP. (7) Underwriting expenses divided by net premiums earned, all as determined in accordance with GAAP. (8) The sum of the Loss Ratio and Expense Ratio, all as determined in accordance with GAAP, representing the percentage of each premium dollar an insurance company has to spend on losses (including loss adjustment expenses) and underwriting expenses. (9) Includes $320.8 million of unearned premiums which were acquired with RSUI in July 2003 and $169.9 million of premiums assumed on a net basis. RSUI reported an underwriting profit of $83.2 million in 2004, despite recording $157.2 million of pre-tax catastrophe losses (including $10.5 million of reinsurance reinstatement premiums), net of reinsurance, related to 2004 third quarter hurricane activity. RSUI's underwriting profit of $91.8 million for the period July 1, 2003 through year-end 2003 reflected strong markets in its lines of business and aggregate pre-tax catastrophe losses of $18.7 million. RSUI reported $1,223.8 million of gross premiums written in 2004, reflecting strong markets in all lines of business except property, with the increase in underwriting expenses in 2004 primarily reflecting costs incurred in transitioning from a managing agency to an integrated insurance company and the increase in the growth of the business. The significant increase in loss and loss adjustment expenses in 2004 reflects gross property catastrophe losses of $401.8 million from the 2004 third quarter hurricanes as well as a full year of operations in 2004. This increase in loss reserves was partially offset by an $18.1 million net reduction in property loss reserves due to better than expected loss emergence in the 2003 accident year. CATA's 2004 underwriting loss of $8.9 million primarily reflects $10.9 million of prior year reserve strengthening upon completion of a reserve analysis during the 2004 fourth quarter which showed higher than expected emergence for construction defect claims, as well as higher underwriting expenses, partially offset by better underwriting margins on the current accident year. With respect to the prior year reserve strengthening, $9.7 million related to commercial multiple peril lines, principally construction defect claims. CATA's 2003 underwriting loss of $21.4 million primarily reflects $20.7 million of loss reserve strengthening related to assumed reinsurance treaties written by Capitol Indemnity between 1969 and 1976. CATA's increase in gross premiums written during the two-year period ended December 31, 2004 primarily reflects the expansion of its business into the excess and surplus markets. Underwriting expenses have increased during the same two-year period, primarily reflecting the growth of the business, information technology initiatives and personnel costs. Darwin's underwriting loss of $36,000 in 2004 and $3.3 million in 2003 reflect organizational build-up expenses incurred to support premium levels, as well as increased competition across all of its lines of business. Darwin generated approximately $100.5 million of gross premiums written in 2004, its first full-year of operations, compared with $24.2 million during the period from May 2003 to 2003 year-end. World Minerals recorded pre-tax earnings of $21.2 million on revenues of $285.4 million in 2004, compared with pre-tax earnings of $25.7 million on revenues of $266.3 million in 2003. Revenues in 2004 reflect a 7.3 percent increase in net sales over 2003, primarily due to increased demand, particularly with respect to the diatomite business, as well as the favorable impact of the strengthening of the euro against the dollar (had the euro to dollar exchange rate remained constant with that of 2003, World Minerals' revenues would have increased by approximately four percent). The 17.5 percent decrease in pre-tax earnings in 2004 from 2003 primarily reflects lower operating margins due to competitive pricing pressures and rising energy and operational costs, increased selling, general and administrative expenses, a $1.5 million write-down of certain assets in World Minerals' Quincy, Florida plant, higher interest expense and foreign exchange translation losses with respect to World Minerals' Latin American operations. World Minerals' 2003 results primarily reflect the favorable impact of the strengthening of the euro against the dollar (had foreign exchange rates remained constant with those of 2002, World Minerals' revenues would have been approximately flat) and a modest increase in net sales offset by lower margins due to competitive pricing pressures and increased labor and benefit costs. An impairment charge in connection with an announced closing of a plant in the United Kingdom and expenses related to staff reductions negatively impacted results by approximately $2.0 million after tax in 2003. Corporate activities recorded a pre-tax loss of $24.5 million on revenues of $22.5 million in 2004, compared with pre-tax earnings of $84.8 million on revenues of $127.2 million in the corresponding period in 2003. Corporate activities' 2004 results include $1.6 million of net gains on investment transactions after tax, compared with $63.0 million in the corresponding 2003 period. As of December 31, 2004, Alleghany beneficially owned 8.0 million shares, or approximately 2.1 percent, of the outstanding common stock of Burlington Northern Santa Fe Corporation, which had an aggregate market value on that date of approximately $378.5 million, or $47.31 per share, compared with a market value on December 31, 2003 of $258.8 million, or $32.35 per share. The aggregate cost of such shares is approximately $96.6 million, or $12.07 per share. Alleghany has previously announced that it may purchase shares of its common stock in open market transactions from time to time. In 2004, Alleghany did not purchase any shares of its common stock. As of December 31, 2004, Alleghany had 7,676,197 shares of common stock outstanding (which includes the stock dividend declared in March 2004). Additional information regarding the 2004 results of Alleghany and its operating businesses is contained in Alleghany's Annual Report on Form 10-K for the year ended December 31, 2004, to be filed with the U.S. Securities and Exchange Commission on or about March 8, 2005. Comment on Regulation G This press release includes certain non-GAAP financial measures. The reconciliations of such measures to the most comparable GAAP figures are included herein. Throughout the press release Alleghany presents its operations in the way it believes will be most meaningful and useful to the investing public and others who use such information in evaluating Alleghany's results. In addition to the GAAP presentations of net earnings (loss), Alleghany also shows net earnings (loss) as adjusted to exclude both catastrophe losses and net gains on investment transactions after tax, a non-GAAP financial measure, which is intended to assist investors in analyzing the impact of such items. Catastrophe losses are significant to Alleghany's 2004 results and, similar to gains on investment transactions, can fluctuate significantly, which could distort the analysis of trends and comparability of reported periods. Investors should consider these non-GAAP measures in addition to, and not as a substitute for, measures of financial performance prepared in accordance with GAAP. # # # ALLEGHANY CORPORATION COMBINING STATEMENTS OF EARNINGS (dollars in thousands) (unaudited)
THREE MONTHS ENDED DECEMBER 31, 2004 THREE MONTHS ENDED DECEMBER 31, 2003 ----------------------------------------- ------------------------------------------ ALLEGHANY ALLEGHANY INSURANCE WORLD CORPORATE INSURANCE WORLD CORPORATE HOLDINGS MINERALS ACTIVITIES COMBINED HOLDINGS MINERALS ACTIVITIES COMBINED --------- -------- ---------- -------- --------- -------- ---------- -------- REVENUES Interest, dividend and other income $ 12,446 $ 194 $ 4,238 $ 16,878 $ 9,103 $ (31) $10,805 $ 19,877 Net premiums earned 213,928 0 0 213,928 196,155 0 0 196,155 Net mineral and filtration sales 0 73,984 0 73,984 0 67,726 0 67,726 Net gain (loss) on investment transactions 41,990 0 657 42,647 7,798 0 61,328 69,126 -------- ------- -------- -------- -------- ------- ------- -------- Total revenues 268,364 74,178 4,895 347,437 213,056 67,695 72,133 352,884 COSTS AND EXPENSES Underwriting expenses 57,569 0 0 57,569 45,308 0 0 45,308 Salaries, administrative and other operating expenses 8,423 14,009 981 23,413 5,590 10,972 1,454 18,016 Loss and loss adjustment expenses 113,289 0 0 113,289 109,925 0 0 109,925 Cost of mineral and filtration sales 0 55,129 0 55,129 0 48,853 0 48,853 Interest expense 0 656 709 1,365 0 493 718 1,211 Corporate administration 122 0 11,963 12,085 0 0 13,677 13,677 -------- ------- -------- -------- -------- ------- ------- -------- Total costs and expenses 179,403 69,794 13,653 262,850 160,823 60,318 15,849 236,990 -------- ------- -------- -------- -------- ------- ------- -------- EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES $ 88,961 $ 4,384 $ (8,758) 84,587 $ 52,233 $ 7,377 $56,284 115,894 ======== ======= ======== ======== ======= ======= INCOME TAXES 26,972 39,185 EARNINGS FROM CONTINUING OPERATIONS 57,615 76,709 DISCONTINUED OPERATIONS LOSS FROM OPERATIONS OF DISC. OPERATIONS (4,281) (3,643) LOSS ON DISPOSAL OF DISC. OPERATIONS (1,950) 0 INCOME TAXES (BENEFIT) (2,529) (722) -------- -------- LOSSES FROM DISCONTINUED OPERATIONS (3,702) (2,921) -------- -------- NET EARNINGS $ 53,913 $ 73,788 ======== ========
ALLEGHANY CORPORATION COMBINING STATEMENTS OF EARNINGS (DOLLARS IN THOUSANDS) (UNAUDITED)
YEAR ENDED DECEMBER 31, 2004 YEAR ENDED DECEMBER 31, 2003 ------------------------------------------- ------------------------------------------ ALLEGHANY ALLEGHANY INSURANCE WORLD CORPORATE INSURANCE WORLD CORPORATE HOLDINGS MINERALS ACTIVITIES COMBINED HOLDINGS MINERALS ACTIVITIES COMBINED --------- -------- ---------- -------- --------- -------- ---------- -------- REVENUES Interest, dividend and other income $ 43,200 $ (235) $ 20,088 $ 63,053 $ 25,672 $ 134 $30,258 $ 56,064 Net premiums earned 805,417 0 0 805,417 430,914 0 0 430,914 Net mineral and filtration sales 0 285,587 0 285,587 0 266,136 0 266,136 Net gain (loss) on investment transactions 84,478 0 2,392 86,870 54,945 0 96,897 151,842 -------- ------- --------- ---------- -------- ------- ------- -------- Total revenues 933,095 285,352 22,480 1,240,927 511,531 266,270 127,155 904,956 COSTS AND EXPENSES Underwriting expenses 190,657 0 0 190,657 113,688 0 0 113,688 Salaries, administrative and other operating expenses 28,079 44,194 3,677 75,950 12,847 39,628 4,739 57,214 Loss and loss adjustment expenses 540,569 0 0 540,569 250,202 0 0 250,202 Cost of mineral and filtration sales 0 217,546 0 217,546 0 199,148 0 199,148 Interest expense 0 2,383 2,417 4,800 0 1,815 2,911 4,726 Corporate administration 413 0 40,865 41,278 0 0 34,678 34,678 -------- ------- --------- ---------- -------- ------- ------- -------- Total costs and expenses 759,718 264,123 46,959 1,070,800 376,737 240,591 42,328 659,656 -------- ------- --------- ---------- -------- ------- ------- -------- EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES $173,377 $21,229 $ (24,479) 170,127 $134,794 $25,679 $84,827 245,300 ======== ======= ========= ======== ======= ======= INCOME TAXES 52,179 79,112 EARNINGS FROM CONTINUING OPERATIONS 117,948 166,188 DISCONTINUED OPERATIONS EARNINGS (LOSS) FROM OPERATIONS OF DISC. OPERATIONS 917 (4,933) LOSS ON DISPOSAL OF DISC. OPERATIONS (1,950) 0 INCOME TAXES (BENEFIT) (781) (1,123) ---------- -------- LOSSES FROM DISCONTINUED OPERATIONS (252) (3,810) ---------- -------- NET EARNINGS $ 117,696 $162,378 ========== ========
ALLEGHANY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
DECEMBER 31, DECEMBER 31, 2004 2003* (audited) (audited) ---------- ---------- ASSETS Available for sale securities at fair value: Equity securities $ 645,184 $ 620,754 Debt securities 1,179,210 917,270 Short-term investments 378,452 135,079 ---------- ---------- 2,202,846 1,673,103 Cash 288,436 230,929 Notes receivable 91,665 92,082 Accounts receivable, net 70,547 99,697 Premium balances receivable 203,141 279,682 Reinsurance recoverables 623,325 174,099 Ceded unearned premium reserves 286,451 231,166 Deferred acquisition costs 56,165 47,282 Property and equipment - at cost, net of accumulated depreciation 168,316 174,097 Inventory 41,521 35,164 Goodwill and other intangibles, net of amortization 223,706 227,595 Deferred tax assets 104,563 77,640 Other assets 67,043 90,809 Assets of discontinued operations 0 85,153 ---------- ---------- $4,427,725 $3,518,498 ========== ========== LIABILITIES AND COMMON STOCKHOLDERS' EQUITY Losses and loss adjustment expenses $1,232,337 $ 437,994 Unearned premiums 751,131 644,068 Reinsurance payable 112,479 255,117 Deferred tax liabilities 224,847 190,402 Subsidiaries' debt 138,258 148,998 Current taxes payable 17,433 49,605 Other liabilities 195,140 193,204 Liabilities of discontinued operations 0 36,288 ---------- ---------- Total liabilities 2,671,625 1,955,676 Common stockholders' equity 1,756,100 1,562,822 ---------- ---------- $4,427,725 $3,518,498 ========== ========== COMMON SHARES OUTSTANDING (adjusted for stock dividends) 7,675,313 7,644,232 ========== ==========
* Certain amounts have been restated and reclassified to conform to the 2004 presentation.