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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2003
0-20159
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(Commission File Number)
CROGHAN BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
Ohio 31-1073048
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
323 Croghan Street, Fremont, Ohio 43420
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(Address of principal executive offices) (Zip Code)
(419) 332-7301
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(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 Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
1,899,274 common shares were outstanding as of June 30, 2003
This document contains 17 pages.
CROGHAN BANCSHARES, INC.
Index
PART I. FINANCIAL INFORMATION
Page(s)
Item 1. Financial Statements 3 - 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
Item 4. Controls and Procedures 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities and Use of Proceeds - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of shareholders of Croghan Bancshares, Inc. was held on
May 13, 2003.
(b) Proxies were solicited pursuant to Regulation 14A of the Securities Exchange
Act of 1934. The following directors were elected for terms expiring in 2006:
Michael D. Allen, Sr., Claire F. Johansen, Stephen A. Kemper, and Claude E.
Young. The following Directors also remain in office with terms expiring in 2004
and 2005: James E. Bowlus, John P. Keller, Daniel W. Lease, Allan E. Mehlow,
Steven C. Futrell, Robert H. Moyer, J. Terrence Wolfe, and Gary L. Zimmerman.
(c) Matters voted upon at the annual meeting of shareholders:
(1) Election of Directors
Nominee For Withheld
-------- --- --------
Michael D. Allen, Sr. 1,103,218 9,714
Nathan G. Danziger 43,430 25,855
Claire F. Johansen 1,090,374 22,558
Stephen A. Kemper 1,080,922 32,010
Claude E. Young 1,098,893 14,039
(2) Shareholder proposal requesting the Board of Directors to take the steps
necessary to declassify the Board
For Against Abstain
--- ------- -------
232,805 925,640 24,172
(3) Shareholder proposal requesting the Board of Directors to take the steps
necessary to implement a policy to prohibit loans involving directors
For Against Abstain
--- ------- -------
154,340 1,015,165 13,112
(4) Shareholder proposal requesting the Board of Directors to adopt a Bylaw
requiring each director to own at least 2,500 common shares of Croghan stock
For Against Abstain
--- ------- -------
166,492 1,001,960 14,165
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibit 99.1 - Certification Pursuant to 18 U.S.C. Section 1350, as Adopted 16
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (President and CEO)
Exhibit 99.2 - Certification Pursuant to 18 U.S.C. Section 1350, as Adopted 17
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Treasurer)
(b) None
Signatures 13
Certifications by the President and CEO 14
Certifications by the Treasurer 15
2
CROGHAN BANCSHARES, INC.
Consolidated Balance Sheets (Unaudited)
June 30 December 31
ASSETS 2003 2002
(Dollars in thousands, except par value)
CASH AND CASH EQUIVALENTS
Cash and due from banks $ 11,552 $ 13,140
Federal funds sold - -
--------- ---------
Total cash and cash equivalents 11,552 13,140
--------- ---------
SECURITIES
Available-for sale, at fair value 70,691 65,556
Held-to-maturity, at amortized cost, fair value of $5,044 in 2003
and $6,005 in 2002 4,907 5,881
--------- ---------
Total securities 75,598 71,437
--------- ---------
LOANS 288,773 287,951
Less: Allowance for loan losses 3,563 3,689
--------- ---------
Net loans 285,210 284,262
--------- ---------
Premises and equipment, net 5,764 5,743
Accrued interest receivable 2,118 2,366
Goodwill 6,113 6,113
Other assets 4,390 4,269
--------- ---------
TOTAL ASSETS $ 390,745 $ 387,330
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Demand, non-interest bearing $ 37,327 $ 35,296
Savings, NOW and Money Market deposits 136,462 130,041
Time 136,753 137,551
--------- ---------
Total deposits 310,542 302,888
Federal funds purchased and securities sold under repurchase agreements 6,942 11,345
Federal Home Loan Bank borrowings 25,500 26,500
Dividends payable 513 513
Other liabilities 2,304 2,622
--------- ---------
Total liabilities 345,801 343,868
--------- ---------
STOCKHOLDERS' EQUITY
Common stock, $12.50 par value. Authorized 3,000,000 shares;
issued 1,914,109 shares 23,926 23,926
Surplus 119 118
Retained earnings 20,465 18,740
Accumulated other comprehensive income (loss) 830 1,027
Treasury stock, 14,835 shares in 2003 and 13,207 in 2002, at cost (396) (349)
--------- ---------
Total stockholders' equity 44,944 43,462
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 390,745 $ 387,330
========= =========
See note to consolidated financial statements.
3
CROGHAN BANCSHARES, INC.
Consolidated Statements of Operations and Comprehensive Income (Unaudited)
Three months ended
June 30
2003 2002
(Dollars in thousands,
except per share data)
INTEREST INCOME
Loans, including fees $4,833 $5,286
Securities:
U.S. Treasury - 10
Obligations of U.S. Government agencies and corporations 443 480
Obligations of states and political subdivisions 160 126
Other 57 72
Federal funds sold 24 28
------ ------
Total interest income 5,517 6,002
------ ------
INTEREST EXPENSE
Deposits 1,342 1,773
Other borrowings 298 343
------ ------
Total interest expense 1,640 2,116
------ ------
Net interest income 3,877 3,886
PROVISION FOR LOAN LOSSES 95 160
------ ------
Net interest income, after provision for loan losses 3,782 3,726
------ ------
NON-INTEREST INCOME
Trust income 137 134
Service charges on deposit accounts 316 297
Gain (loss) on sale of securities 165 -
Other 201 182
------ ------
Total non-interest income 819 613
------ ------
NON-INTEREST EXPENSES
Salaries, wages and employee benefits 1,400 1,370
Occupancy of premises 170 163
Other operating 953 1,001
------ ------
Total non-interest expenses 2,523 2,534
------ ------
Income before federal income taxes 2,078 1,805
FEDERAL INCOME TAXES 648 564
------ ------
NET INCOME $1,430 $1,241
====== ======
Net income per share, based on 1,900,526 shares in 2003 and 1,908,999 shares in 2002 $ 0.75 $ 0.65
====== ======
Dividends declared, based on 1,899,274 shares in 2003 and 1,907,752 shares in 2002 $ 0.27 $ 0.24
====== ======
COMPREHENSIVE INCOME $1,357 $1,761
====== ======
See note to consolidated financial statements.
4
CROGHAN BANCSHARES, INC.
Consolidated Statements of Operations and Comprehensive Income (Unaudited)
Six months ended
June 30
2003 2002
(Dollars in thousands,
except per share data)
INTEREST INCOME
Loans, including fees $ 9,808 $10,640
Securities:
U.S. Treasury 10 20
Obligations of U.S. Government agencies and corporations 935 963
Obligations of states and political subdivisions 308 249
Other 128 148
Federal funds sold 44 52
------- -------
Total interest income 11,233 12,072
------- -------
INTEREST EXPENSE
Deposits 2,770 3,524
Other borrowings 622 653
------- -------
Total interest expense 3,392 4,177
------- -------
Net interest income 7,841 7,895
PROVISION FOR LOAN LOSSES 210 400
------- -------
Net interest income, after provision for loan losses 7,631 7,495
------- -------
NON-INTEREST INCOME
Trust income 264 264
Service charges on deposit accounts 600 523
Gain (loss) on sale of securities 165 -
Other 422 403
------- -------
Total non-interest income 1,451 1,190
------- -------
NON-INTEREST EXPENSES
Salaries, wages and employee benefits 2,852 2,815
Occupancy of premises 346 311
Other operating 1,893 1,963
------- -------
Total non-interest expenses 5,091 5,089
------- -------
Income before federal income taxes 3,991 3,596
FEDERAL INCOME TAXES 1,240 1,124
------- -------
NET INCOME $ 2,751 $ 2,472
======= =======
Net income per share, based on 1,900,824 shares in 2003 and 1,910,704 shares in 2002 $ 1.45 $ 1.29
======= =======
Dividends declared, based on 1,899,274 shares in 2003 and 1,907,752 shares in 2002 $ 0.54 $ 0.48
======= =======
COMPREHENSIVE INCOME $ 2,554 $ 2,781
======= =======
See note to consolidated financial statements.
5
CROGHAN BANCSHARES, INC.
Consolidated Statements of Cash Flows (Unaudited)
Six months ended
June 30
2003 2002
(Dollars in thousands)
NET CASH FLOW FROM OPERATING ACTIVITIES $ 3,458 $ 3,178
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of securities:
Available-for-sale (19,103) (19,274)
Held-to-maturity - (499)
Proceeds from maturities of securities 10,532 7,772
Proceeds from sales of available-for-sale securities 3,775 -
Net decrease (increase) in loans (1,158) (4,328)
Additions to premises and equipment (242) (145)
-------- --------
Net cash from investing activities (6,196) (16,474)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits 7,654 (921)
Net change in federal funds purchased and securities sold under repurchase agreements (4,403) (1,929)
Net change in Federal Home Loan Bank borrowings (1,000) 6,000
Proceeds from issuance of common stock 24 16
Cash dividends paid (1,027) (880)
Purchase of treasury stock (69) (181)
Payment of deferred compensation (29) (17)
-------- --------
Net cash from financing activities 1,150 2,088
-------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS (1,588) (11,208)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 13,140 21,349
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 11,552 $ 10,141
======== ========
SUPPLEMENTAL DISCLOSURES
Cash paid during the year for:
Interest $ 3,487 $ 4,278
======== ========
Federal income taxes $ 1,318 $ 1,195
======== ========
See note to consolidated financial statements.
6
CROGHAN BANCSHARES, INC.
Note to Consolidated Financial Statements
June 30, 2003
(Unaudited)
(1) Consolidated Financial Statements
The consolidated financial statements have been prepared by Croghan
Bancshares, Inc. ("the Corporation") without audit. In the opinion of
management, all adjustments (including normal recurring adjustments)
necessary to present fairly the Corporation's financial position,
results of operations and changes in cash flows have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. The results of operations for
the period ended June 30, 2003 are not necessarily indicative of the
operating results for the full year.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Where appropriate, the following discussion relating to Croghan Bancshares, Inc.
("Croghan" or "the Corporation") contains the insights of management into known
events and trends that have or may be expected to have a material effect on
Croghan's operations and financial condition. The information presented may also
contain certain forward-looking statements regarding future financial
performance, which are not historical facts and which involve various risks and
uncertainties.
When or if used in any Securities and Exchange Commission filings, or other
public or shareholder communications, or in oral statements made with the
approval of an authorized executive officer, the words or phrases: "anticipate",
"would be", "will allow", "intends to", "will likely result", "are expected to",
"will continue", "is anticipated", "is estimated", "is projected", or similar
expressions are intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Any such
statements are subject to risks and uncertainties that include but are not
limited to: changes in economic conditions in the Corporation's market area,
changes in policies by regulatory agencies, fluctuations in interest rates,
demand for loans in the Corporation's market area, and competition. All or some
of these factors could cause actual results to differ materially from historical
earnings and those presently anticipated or projected.
The Corporation cautions 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 the levels of market interest rates, credit
and other risks associated with lending and investing activities, and
competitive and regulatory factors could affect the Corporation's financial
performance and cause the actual results for future periods to differ materially
from those anticipated or projected. The Corporation 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.
PERFORMANCE SUMMARY
Assets totaled $390,745,000 at June 30, 2003 compared to $387,330,000 at 2002
year end. The securities category experienced the most substantial increase,
totaling $75,598,000 at June 30, 2003 compared to $71,437,000 at year end. Total
loans increased to $288,773,000 from $287,951,000 at year end and total deposits
increased to $310,542,000 from $302,888,000 at year end.
Net income for the quarter ended June 30, 2003 was $1,430,000 or $.75 per common
share compared to $1,241,000 or $.65 per common share for the same period in
2002. Net income for the six-month period ended June 30, 2003 was $2,751,000 or
$1.45 per common share compared to $2,472,000 or $1.29 per common share for the
same period in 2002. Operating results in 2003 remain positively impacted by an
increase in non-interest income, which includes gains from the sale of
securities, and a reduction in the provision for loan losses.
DEPOSITS, LOANS, SECURITIES, AND STOCKHOLDERS' EQUITY
Total deposits at June 30, 2003 increased $7,654,000 or 2.5 percent from 2002
year end. The liquid deposit category (demand, savings, NOW and money market
deposit accounts) increased $8,452,000 or 5.1 percent and the time deposit
category decreased $798,000 or 0.6 percent. Even though there is active
competition for core deposits from traditional sources (e.g., other banks and
credit unions) and non-traditional sources (e.g., brokerage firms), Croghan
continues to benefit from the apparent consumer preference for the safety of
FDIC-insured bank deposit products.
8
Total loans increased $822,000 or 0.3 percent from 2002 year end. Loan
categories experiencing growth from 2002 year end include a $3,606,000 increase
in construction real estate loans and a $2,331,000 increase in nonresidential
real estate loans. Loan categories experiencing contraction from 2002 year end
include a $2,198,000 decline in residential real estate loans, a $1,653,000
decline in consumer loans, a $958,000 decline in commercial loans, and a
$306,000 decline in credit card loans. Although the national and local economic
climates remain tenuous, loan volume was much improved during the second quarter
of 2003 as compared with the first quarter of 2003.
Total securities increased by $4,161,000 or 5.8 percent from 2002 year end.
Given the relatively soft loan demand coupled with an increase in deposits,
available funds have been deployed into the securities portfolio.
Stockholders' equity at June 30, 2003 increased to $44,944,000 or $23.66 book
value per common share compared to $43,462,000 or $22.86 book value per common
share at December 31, 2002. The balance in stockholders' equity at June 30, 2003
included accumulated other comprehensive income consisting of net unrealized
gains on securities classified as available-for-sale. At June 30, 2003, Croghan
held $70,691,000 in available-for-sale securities with an unrealized gain of
$830,000, net of income taxes. This compares to 2002 year-end holdings of
$65,556,000 in available-for-sale securities with an unrealized gain of
$1,027,000, net of income taxes.
Beginning in February, 2002, Croghan instituted a stock buy-back program, which
has subsequently been extended through August 1, 2003. Since the inception of
the program, a total of 16,900 shares have been repurchased as treasury shares.
The 14,835 treasury shares held as of June 30, 2003 and 13,207 shares held as of
December 31, 2002 are reported at their acquired cost. Consistent with the
Corporation's quarterly dividend policy, a cash dividend of $.27 per share was
declared on June 10, 2003 payable on July 31, 2003.
NET INTEREST INCOME
Net interest income, which represents the excess revenue generated from
interest-earning assets over the interest cost of funding those assets,
decreased $9,000 for the quarter ended June 30, 2003 compared to the same period
in 2002, and decreased $54,000 for the six-month period ended June 30, 2003 as
compared to the same period in 2002. The net interest yield (net interest income
divided by average interest-earning assets) was 4.26 percent for the quarter
ended June 30, 2003 compared to 4.49 percent for the quarter ended June 30,
2002, and was 4.34 percent for the six-month period ended June 30, 2003 compared
to 4.62 percent for the same period in 2002. Continued downward pressure on net
interest yield is anticipated throughout the remainder of 2003.
PROVISION FOR LOAN LOSSES AND THE ALLOWANCE FOR LOAN LOSSES
The following table details factors relating to the provision and allowance for
loan losses for the periods noted:
Six months ended Six months ended
June 30, 2003 June 30, 2002
(Dollars in thousands)
Provision for loan losses charged to expense $ 210 $ 400
Net loan charge-offs 336 196
Net loan charge-offs as a percent of
average outstanding loans .12% .07%
9
The following table details additional factors relating to the provision and
allowance for loan losses at the dates indicated:
June 30, 2003 December 31, 2002
(Dollars in thousands)
Nonaccrual loans $ 2,640 $ 2,137
Loans contractually past due 90 days or more
and still accruing interest 1,115 1,489
Restructured loans - -
Potential problem loans, other than those
past due 90 days or more, nonaccrual,
or restructured 8,627 7,791
----------- -----------
Total potential problem or non-performing loans $12,382 $11,417
=========== ===========
Allowance for loan losses $ 3,563 $ 3,689
Allowance for loan losses as a percent
of period-end loans 1.23% 1.28%
The provision for loan losses for the first six months of 2003 totaled $210,000
compared to $400,000 for the same period in 2002. Actual net loan charge offs
were $336,000 for the first six months of 2003 compared to $196,000 during the
same period in 2002. The lower provision in 2003 reflects a more stable trend in
the loan portfolio coupled with an improving outlook for the local and national
economies.
Total potential problem or non-performing loans amounted to $12,382,000 at June
30, 2003 compared to $11,417,000 at December 31, 2002, an increase of $965,000
or 8.5 percent. The various components of potential problem and non-performing
loans are summarized in the preceding table. Nonaccrual loans include one
nonresidential real estate loan with an outstanding balance of $794,000 at June
30, 2003 and December 31, 2002. Potential problem loans include one
nonresidential real estate loan with an outstanding balance of $3,153,000 at
June 30, 2003 and $3,221,000 at December 31, 2002. Both loans appear to be
adequately collateralized by commercial real estate based upon the latest
appraised values on file. Additionally, the potential problem loan is not
currently past due and, since origination, has never been more than 10 days past
due. All of the above-noted asset quality trends will continue to be monitored
throughout 2003 to ensure adequate provisions for loan losses are made in a
timely manner.
It is the Corporation's policy to maintain the allowance for loan losses at a
level sufficient to provide for reasonably foreseeable losses and a loan review
process is conducted by an outside consulting firm to help achieve this
objective. To further strengthen the loan review function, Croghan added a
credit analyst to its staff in December, 2002. This additional staff member
supplements the loan review process and aids in the early identification of
problem loans. One primary objective of Croghan's loan policy, loan review
process, and credit analyst staff position is to readily identify problem loans
and to initiate measures for resolution. Management considers the allowance at
June 30, 2003 to be adequate to provide for losses identified as well as
inherent in the loan portfolio.
NON-INTEREST INCOME
Total non-interest income increased $206,000 or 33.6 percent for the quarter
ended June 30, 2003
10
compared to the same period in 2002, and increased $261,000 or 21.9 percent for
the six-month period ended June 30, 2003 compared to the same period in 2002.
The most significant factor contributing to the increase were gains on the sale
of securities of $165,000 for the quarterly and six-month periods ended June 30,
2003 compared with no such gains reported in 2002. The gains were realized upon
the sale of U.S. Government Agency securities with approximately two years
remaining until their stated final maturity. Alternative U.S. Government Agency
securities maturing over slightly a longer time horizon (i.e., three to five
years) were purchased to replace those securities that were sold.
Service charges on deposit accounts increased by $19,000 between comparable
quarterly periods and $77,000 between comparable six-month periods. Much of the
year-to-date increase in 2003 can be attributed to fee adjustments for overdraft
and non-sufficient charges that became effective on April 1, 2002.
NON-INTEREST EXPENSES
Total non-interest expenses decreased $11,000 or 0.4 percent for the quarter
ended June 30, 2003 compared to the same period in 2002, and increased $2,000
for the six-month period ended June 30, 2003 compared to the same period in
2002. Salaries, wages and employee benefits increased $30,000 between comparable
quarterly periods and $37,000 between comparable six-month periods.
Occupancy expense of premises increased $7,000 between comparable quarterly
periods and $35,000 between comparable six-month periods. Much of the
year-to-date increase in 2003 can be attributed to the harsh 2003 winter, which
resulted in additional expenses for utilities and snow removal. Other operating
expenses decreased $48,000 between comparable quarterly periods and $70,000
between comparable six-month periods.
FEDERAL INCOME TAX EXPENSE
Federal income tax expense increased $84,000 or 14.9 percent between comparable
quarterly periods and $116,000 or 10.3 percent between comparable six-month
periods. These increases in both periods result from the improvement in
Croghan's income before federal income taxes. The Corporation's effective tax
rate for the six months ended June 30, 2003 was 31.1 percent and remained
comparable to the 31.3 percent for the same period in 2002.
LIQUIDITY AND CAPITAL RESOURCES
An average federal funds sold position of $7,218,000 was maintained for the
six-month period ended June 30, 2003. This compares to $5,916,000 for the
six-month period ended June 30, 2002 and $7,359,000 for the twelve-month period
ended December 31, 2002.
Short-term borrowings of federal funds purchased and repurchase agreements
averaged $8,388,000 for the six-month period ended June 30, 2003. This compares
to $8,781,000 for the six-month period ended June 30, 2002 and $9,535,000 for
the twelve-month period ended December 31, 2002. Borrowings from the Federal
Home Loan Bank totaled $25,500,000 at June 30, 2003 compared to $26,500,000 at
December 31, 2002.
Capital expenditures for premises and equipment totaled $242,000 for the
six-month period ended June 30, 2003 compared to $145,000 for the same period in
2002. Projected remaining expenditures in 2003 include $325,000 for a new
mainframe computer system and approximately $1,000,000 for renovation of the
Union Square Banking Center in Bellevue, Ohio.
11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes from the information provided in the
December 31, 2002 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF CONTROLS AND PROCEDURES
Croghan's chief executive officer and its treasurer are charged with making an
evaluation of Croghan's disclosure controls and procedures. These controls and
procedures are designed to ensure that information required to be disclosed in
reports mandated by the Securities Exchange Act of 1934 is recorded,
communicated to management, and accurately reported within the required time
periods. Croghan's chief executive officer and treasurer have concluded, based
upon an evaluation of these controls and procedures within the 90-day period
prior to the filing of this Quarterly Report on Form 10-Q, that Croghan's
disclosure controls and procedures are effective to ensure that material
information relating to Croghan is made known to them, particularly during the
period for which the periodic reports, including this Quarterly Report on Form
10-Q, are being prepared.
CHANGES IN INTERNAL CONTROLS
There have been no significant changes in Croghan's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CROGHAN BANCSHARES, INC
-------------------------------
Registrant
Date: July 23, 2003 /s/ Steven C. Futrell
----------------------------------
Steven C. Futrell, President & CEO
Date: July 23, 2003 /s/ Allan E. Mehlow
----------------------------------
Allan E. Mehlow, Treasurer
13
CERTIFICATIONS
I, Steven C. Futrell, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Croghan
Bancshares, Inc.;
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: July 23, 2003 /s/ Steven C. Futrell
---------------------------------------
Steven C. Futrell, President & CEO
14
CERTIFICATIONS
I, Allan E. Mehlow, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Croghan
Bancshares, Inc.;
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: July 23, 2003 /s/ Allan E. Mehlow
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Allan E. Mehlow, Treasurer
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