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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 September 30, 2003
0-20159
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(Commission File Number)
CROGHAN BANCSHARES, INC.
- --------------------------------------------------------------------------------
(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 ]
1,899,508 common shares were outstanding as of September 30, 2003
This document contains 23 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 - 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
Item 4. Controls and Procedures 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 10(v) - Supplemental Death Benefit Agreement 15 - 19
Exhibit 31.1 - Certification of the President and CEO Pursuant to Section 302 20
of the Sarbanes-Oxley Act 2002
Exhibit 31.2 - Certification of the Treasurer Pursuant to Section 302 of the 21
Sarbanes-Oxley Act of 2002
Exhibit 32.1 - Certification Pursuant to 18 U.S.C. Section 1350, as Adopted 22
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (President and CEO)
Exhibit 32.2 - Certification Pursuant to 18 U.S.C. Section 1350, as Adopted 23
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Treasurer)
(b) Form 8-K dated July 23, 2003 was filed on July 23, 2003 announcing the
continuation of a stock repurchase program effective on August 1, 2003.
Signatures 14
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CROGHAN BANCSHARES, INC.
Consolidated Balance Sheets (Unaudited)
September 30, December 31,
ASSETS 2003 2002
(Dollars in thousands, except par value)
CASH AND CASH EQUIVALENTS
Cash and due from banks $ 10,500 $ 13,140
Federal funds sold -- --
--------- ---------
Total cash and cash equivalents 10,500 13,140
--------- ---------
SECURITIES
Available-for sale, at fair value 60,839 65,556
Held-to-maturity, at amortized cost, fair value of $5,020 in 2003 and
$6,005 in 2002 4,921 5,881
--------- ---------
Total securities 65,760 71,437
--------- ---------
LOANS 300,543 287,951
Less: Allowance for loan losses 3,433 3,689
--------- ---------
Net loans 297,110 284,262
--------- ---------
Premises and equipment, net 5,930 5,743
Accrued interest receivable 2,158 2,366
Goodwill 6,113 6,113
Other assets 9,547 4,269
--------- ---------
TOTAL ASSETS $ 397,118 $ 387,330
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Demand, non-interest bearing $ 35,579 $ 35,296
Savings, NOW and Money Market deposits 134,038 130,041
Time 135,899 137,551
--------- ---------
Total deposits 305,516 302,888
Federal funds purchased and securities sold under repurchase agreements 10,618 11,345
Federal Home Loan Bank borrowings 32,500 26,500
Dividends payable 513 513
Other liabilities 2,500 2,622
--------- ---------
Total liabilities 351,647 343,868
--------- ---------
STOCKHOLDERS' EQUITY
Common stock, $12.50 par value. Authorized 3,000,000 shares;
issued 1,914,109 shares 23,926 23,926
Surplus 120 118
Retained earnings 21,264 18,740
Accumulated other comprehensive income (loss) 550 1,027
Treasury stock, 14,601 shares in 2003 and 13,207 in 2002, at cost (389) (349)
--------- ---------
Total stockholders' equity 45,471 43,462
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 397,118 $ 387,330
========= =========
See note to consolidated financial statements.
3
CROGHAN BANCSHARES, INC.
Consolidated Statements of Operations and Comprehensive Income (Unaudited)
Three months ended
September 30
2003 2002
(Dollars in thousands,
except per share data)
INTEREST INCOME
Loans, including fees $4,845 $5,384
Securities:
U.S. Treasury -- 11
Obligations of U.S. Government agencies and corporations 354 462
Obligations of states and political subdivisions 164 125
Other 59 76
Federal funds sold 1 27
------ ------
Total interest income 5,423 6,085
------ ------
INTEREST EXPENSE
Deposits 1,224 1,735
Other borrowings 300 392
------ ------
Total interest expense 1,524 2,127
------ ------
Net interest income 3,899 3,958
PROVISION FOR LOAN LOSSES 110 180
------ ------
Net interest income, after provision for loan losses 3,789 3,778
------ ------
NON-INTEREST INCOME
Trust income 136 131
Service charges on deposit accounts 320 316
Gain (loss) on sale of securities -- --
Other 237 325
------ ------
Total non-interest income 693 772
------ ------
NON-INTEREST EXPENSES
Salaries, wages and employee benefits 1,435 1,405
Occupancy of premises 156 159
Other operating 1,003 1,124
------ ------
Total non-interest expenses 2,594 2,688
------ ------
Income before federal income taxes 1,888 1,862
FEDERAL INCOME TAXES 576 584
------ ------
NET INCOME $1,312 $1,278
====== ======
Net income per share, based on 1,899,384 shares in 2003 and 1,906,582 shares in 2002 $ 0.69 $ 0.67
====== ======
Dividends declared, based on 1,899,508 shares in 2003 and 1,906,097 shares in 2002 $ 0.27 $ 0.25
====== ======
COMPREHENSIVE INCOME $1,032 $1,591
====== ======
See note to consolidated financial statements.
4
CROGHAN BANCSHARES, INC.
Consolidated Statements of Operations and Comprehensive Income (Unaudited)
Nine months ended
September 30
2003 2002
(Dollars in thousands,
except per share data)
INTEREST INCOME
Loans, including fees $14,653 $16,024
Securities:
U.S. Treasury 10 31
Obligations of U.S. Government agencies and corporations 1,289 1,425
Obligations of states and political subdivisions 472 374
Other 187 224
Federal funds sold 45 79
------- -------
Total interest income 16,656 18,157
------- -------
INTEREST EXPENSE
Deposits 3,994 5,260
Other borrowings 922 1,044
------- -------
Total interest expense 4,916 6,304
------- -------
Net interest income 11,740 11,853
PROVISION FOR LOAN LOSSES 320 580
------- -------
Net interest income, after provision for loan losses 11,420 11,273
------- -------
NON-INTEREST INCOME
Trust income 400 395
Service charges on deposit accounts 920 838
Gain (loss) on sale of securities 165 --
Other 659 729
------- -------
Total non-interest income 2,144 1,962
------- -------
NON-INTEREST EXPENSES
Salaries, wages and employee benefits 4,287 4,221
Occupancy of premises 502 469
Other operating 2,896 3,086
------- -------
Total non-interest expenses 7,685 7,776
------- -------
Income before federal income taxes 5,879 5,459
FEDERAL INCOME TAXES 1,816 1,708
------- -------
NET INCOME $ 4,063 $ 3,751
======= =======
Net income per share, based on 1,900,339 shares in 2003 and 1,909,315 shares in 2002 $ 2.14 $ 1.96
======= =======
Dividends declared, based on 1,899,508 shares in 2003 and 1,906,097 shares in 2002 $ 0.81 $ 0.73
======= =======
COMPREHENSIVE INCOME $ 3,586 $ 4,373
======= =======
See note to consolidated financial statements.
5
CROGHAN BANCSHARES, INC.
Consolidated Statements of Cash Flows (Unaudited)
Nine months ended
September 30
2003 2002
(Dollars in thousands)
NET CASH FLOW FROM OPERATING ACTIVITIES $ 5,472 $ 4,957
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of securities:
Available-for-sale (19,103) (23,693)
Held-to-maturity -- (599)
Proceeds from maturities of securities 19,621 10,729
Proceeds from sales of available-for-sale securities 3,775 --
Purchase of bank-owned life insurance policies (5,000) --
Net decrease (increase) in loans (13,168) (4,941)
Additions to premises and equipment (531) (231)
-------- --------
Net cash from investing activities (14,406) (18,735)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits 2,628 7,654
Net change in federal funds purchased and securities sold under repurchase agreements (727) (4,281)
Net change in Federal Home Loan Bank borrowings 6,000 10,500
Proceeds from issuance of common stock 31 25
Cash dividends paid (1,539) (1,337)
Purchase of treasury stock (70) (235)
Payment of deferred compensation (29) (17)
-------- --------
Net cash from financing activities 6,294 12,309
-------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS (2,640) (1,469)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 13,140 21,349
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 10,500 $ 19,880
======== ========
SUPPLEMENTAL DISCLOSURES
Cash paid during the year for:
Interest $ 4,983 $ 6,381
======== ========
Federal income taxes $ 1,868 $ 1,825
======== ========
See note to consolidated financial statements.
6
CROGHAN BANCSHARES, INC.
Note to Consolidated Financial Statements
September 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 consolidated 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 nine-month period ended September 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 $397,118,000 at September 30, 2003 compared to $387,330,000 at
2002 year end. Total loans experienced the most substantial change, increasing
to $300,543,000 at September 30, 2003 compared to $287,951,000 at year end.
Total securities decreased to $65,760,000 from $71,437,000 at year end and total
deposits increased to $305,516,000 from $302,888,000 at year end.
Net income for the quarter ended September 30, 2003 was $1,312,000 or $.69 per
common share compared to $1,278,000 or $.67 per common share for the same period
in 2002. Net income for the nine-month period ended September 30, 2003 was
$4,063,000 or $2.14 per common share compared to $3,751,000 or $1.96 per common
share for the same period in 2002. Year-to-date operating results in 2003 remain
positively impacted by an increase in non-interest income, which includes gains
from the sale of securities, a decrease in non-interest expenses, and a
reduction in the provision for loan losses.
FINANCIAL POSITION
The following comments are based upon a comparison of Croghan's financial
position at September 30, 2003 to 2002 year end.
Total loans increased $12,592,000 or 4.4 percent from 2002 year end. Loan
categories experiencing growth from 2002 year end include a $1,402,000 increase
in commercial loans, a $2,863,000
8
increase in residential real estate loans, a $5,710,000 increase in
nonresidential real estate loans, and a $4,696,000 increase in construction real
estate loans. Loan categories experiencing contraction from 2002 year end
include a $1,832,000 decline in consumer loans and a $247,000 decline in credit
card loans.
Total securities decreased $5,677,000 or 7.9 percent from 2002 year end as
available funds have been deployed from the securities portfolio to support the
continued growth of the loan portfolio. Other assets increased $5,278,000 from
year end, primarily due to Croghan's $5,000,000 investment in bank-owned life
insurance that occurred during the third quarter of 2003.
Total deposits increased $2,628,000 or 0.9 percent from 2002 year end. The
liquid deposit category (demand, savings, NOW and money market deposit accounts)
increased $4,280,000 or 2.6 percent and the time deposit category decreased
$1,652,000 or 1.2 percent. The competition for core deposits from traditional
sources (e.g., other banks and credit unions) and non-traditional sources (e.g.,
brokerage firms) remains quite strong. Croghan continues to balance the intense
pressure on interest margin along with the deposit growth needs to fund ongoing
loan demand.
Stockholders' equity at September 30, 2003 increased to $45,471,000 or $23.94
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
September 30, 2003 included accumulated other comprehensive income consisting of
net unrealized gains on securities classified as available-for-sale. At
September 30, 2003, Croghan held $60,839,000 in available-for-sale securities
with an unrealized gain of $550,000, 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 February 1, 2004. Since the inception of
the program, a total of 16,900 shares have been repurchased as treasury shares.
The 14,601 treasury shares held as of September 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 September 9, 2003 payable on October 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 $59,000 for the quarter ended September 30, 2003 compared to the same
period in 2002, and decreased $113,000 for the nine-month period ended September
30, 2003 as compared to the same period in 2002.
The net interest yield (net interest income divided by average interest-earning
assets) was 4.27 percent for the quarter ended September 30, 2003 compared to
4.47 percent for the quarter ended September 30, 2002, and was 4.32 percent for
the nine-month period ended September 30, 2003 compared to 4.56 percent for the
same period in 2002. The downward pressure on net interest yield that has
occurred throughout the first nine months of 2003 will likely continue for the
remainder of the year.
As future economic conditions improve, both market and managed interest rates
will likely increase. Any managed interest rate increases would help relieve the
pressure on interest margin and afford an opportunity for improvement. When such
increases could occur is pure speculation and thus the timing of any possible
interest margin improvement cannot be determined.
9
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:
Nine months ended Nine months ended
September 30, 2003 September 30, 2002
(Dollars in thousands)
Provision for loan losses charged to expense $ 320 $ 580
Net loan charge-offs 576 293
Net loan charge-offs as a percent of
average outstanding loans .20% .10%
The following table details additional factors relating to the provision and
allowance for loan losses at the dates indicated:
September 30, 2003 December 31, 2002
(Dollars in thousands)
Nonaccrual loans $ 2,526 $ 2,137
Loans contractually past due 90 days or more
and still accruing interest 851 1,489
Restructured loans - -
Potential problem loans, other than those
past due 90 days or more, nonaccrual,
or restructured 13,983 7,791
------- ------
Total potential problem or non-performing loans $17,360 $11,417
-====== ======-
Allowance for loan losses $ 3,433 $ 3,689
Allowance for loan losses as a percent
of period-end loans 1.14% 1.28%
The provision for loan losses for the first nine months of 2003 totaled $320,000
compared to $580,000 for the same period in 2002. Actual net loan charge offs
were $576,000 for the first nine months of 2003 compared to $293,000 during the
same period in 2002. The lower provision in 2003 reflects the earlier
identification of loss potential (in 2002), which has now been realized in 2003.
The trend in potential problem and non-performing loans, along with a more
specific discussion related to individual borrowers, is contained in the
following paragraphs.
Total potential problem and non-performing loans, which are summarized in the
preceding table, increased $5,943,000 or 52.1 percent to $17,360,000 at
September 30, 2003 compared to $11,417,000 at December 31, 2002. Nonaccrual
loans increased $389,000 between periods and include one nonresidential real
estate loan with an outstanding balance of $794,000 at September 30, 2003 and
December 31, 2002. Potential problem loans noted for both periods include one
nonresidential real estate loan with an outstanding balance of $3,153,000 at
September 30, 2003 and $3,119,000 at December 31, 2002. This potential problem
loan is not currently past due and, since origination, has never been more than
10 days past due. These two loans appear to be adequately
10
collateralized by commercial real estate based upon the latest appraised values
on file.
There were two additional rather significant potential problem loans identified
during the third quarter of 2003. The first being a nonresidential real estate
loan, collateralized by farm land, with a balance of $1,879,000 at September 30,
2003. The second is also a nonresidential real estate loan, collateralized by a
hotel complex, with a balance of $1,134,000. These loans also appear to be
adequately collateralized based upon the latest appraised values on file. 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
September 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 decreased $79,000 or 10.2 percent for the quarter
ended September 30, 2003 compared to the same period in 2002, and increased
$182,000 or 9.3 percent for the nine-month period ended September 30, 2003
compared to the same period in 2002. The most significant factor contributing to
the year-to-date increase in 2003 were gains on the sale of securities totaling
$165,000 during the nine-month period ended September 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 longer time horizons (i.e., three to five years) were purchased to
replace those that were sold.
Service charges on deposit accounts increased $4,000 between comparable
quarterly periods and $82,000 between comparable nine-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 $94,000 or 3.5 percent for the quarter
ended September 30, 2003 compared to the same period in 2002, and decreased
$91,000 or 1.2 percent for the nine-month period ended September 30, 2003
compared to the same period in 2002. Salaries, wages and employee benefits
increased $30,000 between comparable quarterly periods and $66,000 between
comparable nine-month periods.
Occupancy expense of premises decreased $3,000 between comparable quarterly
periods and increased $33,000 between comparable nine-month periods. Much of the
year-to-date increase in 2003 can be attributed to the harsh winter conditions,
which resulted in additional expenses for utilities and snow removal. Other
operating expenses decreased $121,000 between comparable quarterly periods and
$190,000 between comparable nine-month periods as the direct result of expense
control measures throughout 2003.
11
FEDERAL INCOME TAX EXPENSE
Federal income tax expense decreased $8,000 or 1.4 percent between comparable
quarterly periods and increased $108,000 or 6.3 percent between comparable
nine-month periods. The increase in tax expense for the year-to-date period is
the result of an improvement in Croghan's income before federal income taxes.
The Corporation's effective tax rate for the nine months ended September 30,
2003 was 30.9 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 $4,939,000 was maintained for the
nine-month period ended September 30, 2003. This compares to $6,250,000 for the
nine-month period ended September 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 $8,953,000 for the nine-month period ended September 30, 2003. This
compares to $8,781,000 for the nine-month period ended September 30, 2002 and
$9,282,000 for the twelve-month period ended December 31, 2002. Borrowings from
the Federal Home Loan Bank totaled $32,500,000 at September 30, 2003 compared to
$26,500,000 at December 31, 2002.
Capital expenditures for premises and equipment totaled $531,000 for the
nine-month period ended September 30, 2003 compared to $231,000 for the same
period in 2002. The projected remaining expenditures in 2003 include
approximately $325,000 for a new mainframe computer system and an additional
$750,000 to complete the renovation of the Union Square Banking Center in
Bellevue, Ohio.
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
With the participation of our management, including our chief executive officer
and treasurer, we have evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange
Act of 1934 (the "Exchange Act") as of the end of the period covered by this
Quarterly Report on Form 10-Q. Based upon that evaluation, our chief executive
officer and treasurer have concluded that such disclosure controls and
procedures are effective as of the end of the period covered by this Quarterly
Report on Form 10-Q to ensure that material information relating to Croghan and
its consolidated subsidiaries is made known to them, particularly during the
period for which our periodic reports, including this Quarterly Report on Form
10-Q, are being prepared.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no significant changes during the period covered by this Quarterly
Report on Form 10-Q in our internal control over financial reporting (as defined
in Rules 13a-15 and 15d-15 of the Exchange Act) that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
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 - None
ITEM 5. OTHER INFORMATION - None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 10(v) - Supplemental Death Benefit Agreement
Exhibit 31.1 - Certification of the President and CEO Pursuant to Section 302
of the Sarbanes-Oxley Act 2002
Exhibit 31.2 - Certification of the Treasurer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 32.1 - Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(President and CEO)
Exhibit 32.2 - Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Treasurer)
Form 8-K - A Form 8-K dated July 23, 2003 was filed on July 23, 2003
announcing the continuation of a stock repurchase program effective on
August 1, 2003.
13
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: October 23, 2003 /s/ Steven C. Futrell
----------------------------------
Steven C. Futrell, President & CEO
Date: October 23, 2003 /s/ Allan E. Mehlow
----------------------------------
Allan E. Mehlow, Treasurer
14