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Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

For Quarterly Period ended March 31, 2003

Commission File Number 0-24120

WESTERN OHIO FINANCIAL CORPORATION

28 East Main Street, Springfield, Ohio 45501-0509

(937) 325-9990

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  

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

INDEX

2.

Item 1.  Condensed Financial Statements

(Amounts in thousands, except share data)

See accompanying notes to condensed consolidated financial statements.

3.

See accompanying notes to condensed consolidated financial statements.

4.

See accompanying notes to condensed consolidated financial statements.

5.

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance accounting principles generally accepted in the United States of America for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. 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. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Corporation’s annual report on Form 10-K for the year ended December 31, 2002. The financial data and results of operations for interim periods presented may not necessarily reflect the results to be anticipated for the entire year. Internal financial information is primarily reported and aggregated solely in the line of the banking business.

Consolidation Policy: The financial statements include Western Ohio Financial Corporation (Western) and its wholly-owned subsidiary Cornerstone Bank (Cornerstone), together referred to as the Corporation. The financial statements of Cornerstone include the accounts of its wholly-owned subsidiary, CornerstoneBanc Financial Services, Inc. Intercompany transactions and balances are eliminated in consolidation.

Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, fair values of financial instruments and status of contingencies are particularly subject to change.

Income Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between the carrying amounts and tax basis of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. Income tax expense is based on the effective rate expected to be applicable for the entire year.

Earnings Per Common Share: Basic earnings per common share is based on net income divided by the weighted average number of common shares outstanding during the period. Employee Stock Ownership Plan (ESOP) shares are considered to be outstanding for the calculation unless unearned. Management Recognition Plan (MRP) shares are considered outstanding as they become vested. Diluted earnings per common share include the dilutive effect of additional potential common shares issuable under stock options.

Stock Compensation: Employee compensation expense under stock options is reported using the intrinsic value method. No stock-based compensation cost is reflected in net income, as all options granted had an exercise price equal to or greater than the market price of the underlying common stock at date of grant. The following table illustrates the effect on net income and earnings per share if expense were measured using the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock –Based Compensation.

6.

WESTERN OHIO FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The pro forma effects are computed using option pricing models, using the following weighted-average assumptions as of grant date.

New Accounting Standards: The Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 143 “Asset Retirement Obligation.” The provisions of this standard apply to asset retirements beginning in 2003. The adoption of this standard did not have a material effect on the Corporation’s financial position or results of operations.

In June 2002, the FASB issued No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” This Statement addresses the timing of recognition of a liability for exit and disposal cost at the time a liability is incurred, rather than at a planned commitment date, as previously required. Exit or disposal costs will be measured at fair value, and the recorded liability will be subsequently adjusted for changes in estimated cash flows. This Statement is required to be effective for exit or disposal activities entered after December 31, 2002, and early adoptions is encouraged. The Corporation does not believe this statement will have a material effect on its financial position or results or operations.

7.

WESTERN OHIO FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 2 – SECURITIES

Securities available for sale were as follows:

Gross proceeds from sales of securities during the three month period ending March 31, 2003 were $1,718,000, with gross gains of $69,000 included in earnings. There were no sales during the three months ended March 31, 2002.

NOTE 3 – LOANS

Loans were as follows:

8.

WESTERN OHIO FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 3 – LOANS(Continued)

Activity in the allowance for loan losses was as follows:

Nonperforming loans were $1,304,000 and $1,779,000 at March 31, 2003 and December 31, 2002.

Impaired loans were as follows:

NOTE 4 – DEPOSITS

Deposits were as follows:

9.

WESTERN OHIO FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 5 – BORROWED FUNDS

Borrowed funds consisted of advances from the Federal Home Loan Bank of Cincinnati (“FHLB”) and are summarized by contractual maturity as follows:

NOTE 6 – EARNINGS PER COMMON SHARE

The factors used in the earnings per share computation were as follows:

10.

WESTERN OHIO FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Stock options covering 66,936 and 78,736 shares of common stock were not considered in computing diluted earnings per common share for the three months ended March 31, 2003 and 2002, as they were antidilutive. In addition, nonvested MRP awards for 2,908 and 3,513 shares of common stock were not considered in computing diluted earnings per common share for the three months ended March 31, 2003 and March 31, 2002 respectively.

11.

The following discusses the financial condition of the Company as of March 31, 2003 as compared to December 31, 2002, and the results of operations for the three months ended March 31, 2003, compared with the same periods in 2002. This discussion should be read in conjunction with the interim financial statements and footnotes included herein.

Forward-Looking Statements

When used in this filing and in future filings by the Company with the Securities and Exchange Commission, in the Company’s press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “would be”, “will allow”, “intends to”, “will likely result”, “are expected to”, “will continue”, “is anticipated”, “estimate”, “project” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties, including but not limited to changes in economic conditions in the Company’s market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Company’s market area and competition, all or some of which could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made and advises readers that various factors, including regional and national economic conditions, substantial changes in levels of market interest rates, credit and other risks of lending and investment activities and competitive and regulatory factors, could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from those anticipated or projected.

The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

Analysis of Financial Condition

Consolidated assets of the Company totaled $351.2 million at March 30, 2003, an increase of $4.4 million from the December 31, 2002 total of $346.8 million. The increase in assets is a result of an increase of $23.0 million in loans and was partially offset by decrease of $4.9 million in securities available for sale. This activity was funded by a decrease of $13.6 million in cash and cash equivalents and an increase in FHLB advances of $7.1 million.

Net loans increased $23.0 million, or 9.0%, from $256.9 million at December 31, 2002 to $279.9 million at March 31, 2003. Traditional one-to-four family residential mortgage loans increased $12.4 million to $136.6 at March 31, 2003 from $124.1 million at December 31, 2002, primarily due to the purchase of $15.5 million of new originations during the period. For the period, other real estate mortgage loans increased $9.4 million to $96.4 million at March 31,2003 from $87.0 million at December 31, 2002. These loans are non-residential participation loans originated within the Columbus, OH area and secured by real estate. These changes continue Cornerstone’s effort to increase its portfolio of commercial and other real estate mortgage type loans.

12.

WESTERN OHIO FINANCIAL CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cash and cash equivalents decreased by $13.6 million to $5.7 million on March 31, 2003, from $19.3 million on December 31, 2002. Cash and cash equivalents consist of cash, checking deposits and federal funds deposited at other financial institutions. The decrease was primarily the result of purchasing loans.

Securities available for sale decreased $4.9 million from $46.0 million at December 31, 2002, to $41.1 million on March 31, 2003. The decrease was due to sale of securities of $1.7 million and principal repayments on existing mortgage-backed securities available for sale.

Deposits at March 31, 2003 totaled $217.0 million, a decrease of $2.2 million, or 1.0% from $219.2 million at December 31, 2002. The decrease occurred primarily in money market accounts, which decreased $2.9 million, or 4.4%. Deposits in checking accounts increased $0.6 million to $30.0 million at March 31, 2003 from $29.4 million at December 31, 2002. Certificates of Deposit accounts decreased $0.3 million to $111.5 million at March 31, 2003 compared to $111.8 million on December 31, 2002.

FHLB advances at March 31, 2003 totaled $88.3 million, an increase of $7.1 million or 8.0% from $81.2 million at December 31, 2002. The Bank increased its advances from the FHLB during the period to fund loan purchases. The majority of borrowed funds are invested in loans to leverage the Company’s excess capital and improve the Company’s return on equity over time.

Total shareholders’ equity increased $129,000 from $43.2 million at December 31, 2002, to $43.3 million at March 31, 2003. This increase is primarily due to net income for the period and stock options exercised, and partially offset by a decrease in accumulated other comprehensive income of $204,000 and dividend payments of $433,000.

As of March 31, 2003, the Company had commitments to make $4.1 million of residential loans and $4.0 million of non-residential real estate loans. It is expected that these loans will be funded within 30-90 days. The Company also had $0.8 million in commitments to fund loans on residential properties under construction as well as commitments to disburse $2.1 million on other mortgage loans. These commitments are anticipated to be filled within three to six months. Unused commercial lines of credit were $12.2 million and unused home equity lines of credit were $15.0 million. Commitments to originate nonmortgage loans total $649,000.

Results of Operations

Operating results of the Company are affected by general economic conditions, monetary and fiscal policies of federal agencies and policies of agencies regulating financial institutions. The Company’s cost of funds is influenced by interest rates on competing investments and general market rates of interest. Lending activities are influenced by demand for real estate and other types of loans, which, in turn, is affected by the interest rates at which such loans are made, general economic conditions and the availability of funds for lending activities.

The Company’s net income is primarily dependent on its net interest income (the difference between interest income generated on interest-earning assets and interest expense incurred on interest-bearing liabilities). Net income is also affected by provisions for loan losses, service charges, gains on sale of assets, other income, noninterest expense and income taxes. The Company’s net income of $621,000 for the three months ended March 31, 2003, represented an increase of $172,000, or 38.07%, compared to the same period in 2002. The returns on average assets and average shareholders’ equity for the three months ended March 31, 2003, on an annualized basis, were 0.73% and 5.77%, respectively, compared to 0.52%

13.

WESTERN OHIO FINANCIAL CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

and 4.24% for the same period in 2002. Basic earnings per share increased $.10 from $.26 per share for the three month period ended March 31, 2002 to $.36 per share for the period ended March 31, 2003.

Net interest income is the largest component of the Company’s income and is affected by the interest rate environment and volume and composition of interest-earning assets and interest-bearing liabilities. Net interest income totaled $2,393,000 for the three months ended March 31, 2003, compared to $2,397,000 for the same period in 2002. The decrease of $4,000 for the three month period is due to lower interest rates on interest earning assets. The Company remains liability sensitive whereby its interest-bearing liabilities will generally reprice more quickly than its interest-earning assets. Therefore, the Company’s net interest margin will generally increase in periods of falling interest rates in the market and will decrease in periods of rising interest rates. Cornerstone is more sensitive to rising rates than declining rates. In a rising interest rate environment, because Cornerstone has primarily fixed-rate loans in its loan portfolio, the amount of interest Cornerstone would receive on its loans would increase relatively slowly as loans are slowly prepaid and new loans at higher rates are made. Moreover, the interest Cornerstone would pay on its deposits would increase relatively rapidly because Cornerstone’s deposits generally have shorter periods to repricing.

Interest and fees on loans totaled $4,143,000 for the three months ended March 31, 2003 compared to $4,745,000 for the three months ended March 31, 2002. The decrease was due primarily to a decrease in loan rates. The average yield earned on the portfolio on an annualized basis, decreased to 6.23% for the period ended March 31, 2003 from 6.99% for the same period in 2002.

Interest and dividends on securities totaled $484,000 for the three months ended March 31, 2003, and $602,000 for the three months ended March 31, 2002. The decrease for the three month period was due to lower interest rates on average securities held for sale.

Interest on deposits totaled $1,352,000 for the three months ending March 31, 2003 compared to $2,035,000 for the three months ended March 30, 2002. The decrease was due to lower interest rates on all deposits and the change in mix from certificates of deposits to checking and money market accounts.

Interest on FHLB advances was $984,000 for the three months ending March 31, 2003 compared to $1,037,000 for the three months ending March 31, 2002. The decrease for the three months ending March 31, 2003 compared to the same three month period in March 31, 2002, is due to the lower cost of new advances that were offset by an increase in average outstanding borrowings from the FHLB of approximately $2.5 million.

The Company maintains an allowance for loan losses in an amount, which, in management’s judgment, is adequate to absorb probable losses in the loan portfolio. While management utilizes its best judgment and information available, ultimate adequacy of the allowance is dependent on a variety of factors, including performance of the Company’s loan portfolio, the economy, changes in real estate values and interest rates and the view of the regulatory authorities toward loan classifications. The provision for loan losses is determined by management as the amount to be added to the allowance for loan losses after net charge-offs have been deducted to bring the allowance to a level considered adequate to absorb probable losses in the loan portfolio. The amount of the provision is based on management’s regular review of the loan portfolio and consideration of such factors as historical loss experience, changes in size and composition of the loan portfolio and specific borrower considerations, including ability of the borrower to repay the loan and the estimated value of the underlying collateral. The provision for loan losses totaled $84,000 and for the three months ended March 31, 2003, which was the same amount as compared to the three months ending March 31, 2002.

14.

WESTERN OHIO FINANCIAL CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net charge-offs decreased to $5,000 for the three months ended March 31, 2003 from $27,000 for the three months ended March 31, 2002. Due to the decrease in net charge-offs, the collateral supporting non-performing loans, area economic conditions, and the level of impaired and non-performing loans, management believes that the total allowance of $1.9 million on total loans of $283 million at March 31, 2003 is adequate. The Corporation will continue to review its allowance for loan losses and make further provisions as economic and asset quality conditions dictate.

Noninterest income totaled $825,000 for the three months ended March 31, 2003 compared to $574,000 for the same period in 2002. Service charges on loans and deposits increased $56,000 from $508,000 in March 31, 2002 to $564,000 for the three month period ended March 31, 2003. Service charges on deposits, including non-sufficient funds, increased $55,000 for the three month period ended March 31, 2003 compared to the same period in March 31, 2002. The Company’s overdraft honor program, which provides to most customers the courtesy of honoring checks drawn on insufficient balances, up to limits established by management, continues to be the primary reason for the increase in service charges on deposits. Additionally, the Company recognized loan sale gains of $85,000 on loan sales of $4.5 million for the three months ended March 31, 2003 compared to $60,000 on loan sales of $3.7 million for the same three months in 2002. Gains on the sale of investments were $69,000 for the period March 31, 2003. There were no gains for the period ended March 31, 2002. Other noninterest income increased from $6,000 in March 31, 2002 to $107,000 for the period ended March 31, 2003 due primarily to the cash surrender value earnings on the Company’s bank owned life insurance policies.

Noninterest expense increased $38,000 for the three months ended March 31, 2003 compared to the same period in March 31, 2002. This increase is due to increases in occupancy, state franchise taxes and other noninterest expense items. Other noninterest expense consists of items such as telephone, printing and supplies, loan expenses and check losses.

The change in income tax is primarily attributable to the change in income before income taxes. Income tax expense totaled $267,000 and $230,000, or an effective rate of 30.1% and 33.9.0%, for the three months ended March 31, 2003 and March 31, 2002 respectively. This effective tax rate decrease is due primarily to the income on the Bank owned life insurance policies.

15.

WESTERN OHIO FINANCIAL CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity

Office of Thrift Supervision (“OTS”) regulations presently require Cornerstone Bank to maintain sufficient liquidity to assure its safe and sound operation. To that end, Cornerstone Bank maintains investments having maturities of 5 years or less, sells loans into the secondary market and borrows funds from the FHLB. These activities are intended to provide a source of relatively liquid funds on which Cornerstone may rely, if necessary, to fund deposit withdrawals or other short-term funding needs. At March 31, 2003 Cornerstone had commitments to originate residential loans totaling $4.0 million and $4.0 million of non-residential real estate loans. In addition, Cornerstone had $0.8 million in commitments to fund loans on residential properties under construction as well as $2.1 million in commitments to fund other mortgage loans. Unused commercial lines of credit were $12.2 million and unused home equity lines of credit were $15.0 million. Commitments to originate nonmortgage loans total $649,000. Cornerstone considers its liquidity sufficient to meet its outstanding short and long-term needs.

Capital Resources

Cornerstone is required by regulations to meet certain minimum capital requirements, which must be generally as stringent as standards established for commercial banks. Current minimum capital requirements call for tangible capital of 1.5% of adjusted total assets, core capital (which, for Cornerstone, consists solely of tangible capital) of 4.0% of adjusted total assets, except for institutions with the highest examination rating and acceptable levels of risk, and risk-based capital (which, for Cornerstone, consists of core capital and general valuation allowances) of 8.0% of risk-weighted assets (assets are weighted at percentage levels ranging from 0% to 100% depending on their relative risk).

The following table summarizes Cornerstone’s minimum regulatory capital requirements and actual capital at March 31, 2003.

Cornerstone also exceeded the minimum requirements to be considered well-capitalized under the prompt corrective action provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991.

16.

The Company’s primary market risk exposure is interest rate risk and, to a lesser extent, liquidity risk. Interest rate risk is the risk that the Company’s financial condition will be adversely affected due to movements in interest rates. The income of financial institutions is primarily derived from the excess of interest earned on interest-earning assets over the interest paid on interest-bearing liabilities. One method used to analyze the Company’s sensitivity to changes in interest rates is the “net portfolio value” (“NPV”) methodology. NPV is generally considered to be the present value of the difference between expected incoming cash flows on interest-earning and other assets and expected outgoing cash flows on interest-bearing and other liabilities.

The following tables present an analysis of the potential sensitivity of the Bank’s net present value of its financial instruments to sudden and sustained changes in the prevailing interest rates.

Since December 31, 2002 interest rates have declined to historically low levels. As a result, many of the Bank’s deposits are within 200 basis points of a zero interest rate floor. As the March 31, 2003 table suggests, should overall rates and loan yields continue to decline, the Bank’s inability to reduce rates below the zero floor could negatively impact Cornerstone’s NPV and future earnings. The decline in NPV from prior periods is due to the increase in prepayments in our loan portfolio and extended duration of our Federal Home Loan Bank advances.

As with any method of measuring interest rate risk, certain shortcomings are inherent in the NPV approach. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Further, in the event of a change in interest rates, expected rates of prepayment on loans and mortgage-backed securities and early withdrawal levels from certificates of deposit would likely deviate significantly from those assumed in making risk calculations.

17.

Item 4.     Controls and procedures

With the participation and under the supervision of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, and within 90 day s of the filing date of this quarterly report, the Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d- 14(c) and, based on their evaluation, have concluded that the disclosure controls and procedures are effective. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective action with regard to significant deficiencies and material weaknesses.

18.

19.

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 thereunto duly authorized.

20.

I, John W. Raisbeck certify that:

1)	I have reviewed this quarterly report on Form 10-Q of Western Ohio Financial Corporation;
2)	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3)	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4)	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5)	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6)	The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003

/s/ John W. Raisbeck

21.

I, Richard K. Smith certify that:

7)	I have reviewed this quarterly report on Form 10-Q of Western Ohio Financial Corporation;
8)	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
9)	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

10)	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

11)	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

12)	The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003

/s/ Richard K. Smith

22.