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FORM 10-Q

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D. C.  20549

 

Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934

 

For Quarter Ended March 31, 2003

 

Commission File Number 2-95114

 

LOGAN COUNTY BANCSHARES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

WEST VIRGINIA

(State or other jurisdiction of incorporation or organization)

 

55-0660015

(IRS Employer Identification Number)

 

P. O. BOX 597, LOGAN, WEST VIRGINIA  25601

(Address of Principal Executive Offices)         (Zip Code)

 

(304) 752-1166

(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  ý  No o

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding, of each of the issuer’s classes of common stock, as of the latest practicable date.   703,991

 

 



 

LOGAN COUNTY BANCSHARES, INC.

 

PART I - FINANCIAL INFORMATION

 

 

ITEM I.

FINANCIAL STATEMENTS:

 

 

Consolidated Statement of Condition As of March 31,
2003 and 2002 and December 31, 2002.

 

 

Consolidated Statement of Income For the Three Month
Period Ended March 31, 2003 and 2002.

 

 

Consolidated Statement of Changes in Stockholders’
Equity for the Three Month Period Ended March 31, 2003 and 2002.

 

 

Consolidated Statement of Cash Flows for the Three
Month Period Ended March 30, 2003 and 2002

 

 

Notes to Consolidated Financial Statements

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

PART II - OTHER INFORMATION

 

SIGNATURES

 

2



 

LOGAN COUNTY BANCSHARES, INC. AND SUBSIDIARIES

Consolidated Statement of Income

For the Three Month Periods Ended March 31, 2003 and 2002

(In Thousands)

 

 

 

2003

 

2002

 

 

 

 

 

 

 

INTEREST INCOME:

 

 

 

 

 

INTEREST ON LOANS

 

$

1,927

 

$

2,218

 

INTEREST ON INVESTMENTS

 

273

 

335

 

INTEREST ON FEDERAL FUNDS SOLD

 

49

 

51

 

 

 

2,249

 

2,604

 

 

 

 

 

 

 

INTEREST EXPENSE:

 

 

 

 

 

INTEREST ON DEPOSITS

 

531

 

725

 

INTEREST OTHER

 

19

 

39

 

NET INTEREST INCOME

 

1,699

 

1,840

 

 

 

 

 

 

 

PROVISION FOR LOAN LOSSES

 

2

 

60

 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

 

1,697

 

1,780

 

 

 

 

 

 

 

OTHER INCOME:

 

 

 

 

 

SERVICE FEES

 

194

 

153

 

OTHER OPERATING INCOME

 

59

 

43

 

TOTAL OTHER INCOME

 

253

 

196

 

 

 

 

 

 

 

OTHER EXPENSES:

 

 

 

 

 

SALARIES AND BENEFITS

 

584

 

572

 

EXPENSE OF BANK PREMISES AND EQUIPMENT

 

149

 

139

 

OTHER OPERATING EXPENSES

 

385

 

403

 

TOTAL OTHER EXPENSES

 

1,118

 

1,114

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

832

 

862

 

 

 

 

 

 

 

INCOME TAXES

 

301

 

325

 

NET INCOME

 

$

531

 

$

537

 

 

 

 

 

 

 

PER SHARE OF COMMON STOCK NET INCOME

 

$

0.75

 

$

0.76

 

 

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

 

3



 

LOGAN COUNTY BANCSHARES, INC. AND SUBSIDIARIES

Consolidated Statement of Condition

March 31, 2003 and 2002 and December 31, 2002

(In Thousands)

 

 

 

March 31,

 

December 31,

 

 

 

2003

 

2002

 

2002

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND DUE FROM BANKS

 

$

7,334

 

$

6,121

 

$

5,967

 

 

 

 

 

 

 

 

 

INVESTMENT SECURITIES:

 

 

 

 

 

 

 

AVAILABLE FOR SALE

 

39,605

 

37,016

 

41,305

 

HELD TO MATURITY

 

0

 

0

 

0

 

FEDERAL FUNDS SOLD

 

20,990

 

19,110

 

11,370

 

 

 

 

 

 

 

 

 

LOANS:

 

 

 

 

 

 

 

TOTAL LOANS

 

105,222

 

111,112

 

107,933

 

 

 

 

 

 

 

 

 

RESERVE FOR LOAN LOSSES

 

1,578

 

1,198

 

1,619

 

 

 

 

 

 

 

 

 

NET LOANS

 

103,644

 

109,914

 

106,314

 

 

 

 

 

 

 

 

 

BANK PREMISES AND EQUIPMENT

 

3,196

 

3,323

 

3,217

 

 

 

 

 

 

 

 

 

ACCRUED INTEREST AND OTHER ASSETS

 

1,746

 

2,077

 

1,526

 

 

 

$

176,515

 

$

177,561

 

$

169,699

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DEPOSITS:

 

 

 

 

 

 

 

DEMAND DEPOSITS:

 

 

 

 

 

 

 

NON-INTEREST

 

$

27,413

 

$

28,970

 

$

25,076

 

INTEREST BEARING

 

26,479

 

22,769

 

21,851

 

SAVINGS DEPOSITS

 

43,016

 

43,825

 

44,864

 

TIME DEPOSITS

 

58,199

 

61,379

 

58,652

 

TOTAL DEPOSITS

 

155,107

 

156,943

 

150,443

 

 

 

 

 

 

 

 

 

FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

 

3,003

 

3,004

 

1,000

 

ACCRUED AND OTHER LIABILITIES

 

430

 

474

 

1,046

 

 

 

 

 

 

 

 

 

INCOME TAXES PAYABLE:

 

 

 

 

 

 

 

CURRENT

 

283

 

272

 

(10

)

DEFERRED

 

302

 

(31

)

27

 

TOTAL LIABILITIES

 

159,125

 

160,662

 

152,506

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

 

COMMON STOCK-$1.67 PAR VALUE; AUTHORIZED - 780,000 SHARES OUTSTANDING - 703,991 and 716,991 SHARES IN 2003 AND 2002

 

1,300

 

1,300

 

1,300

 

SURPLUS

 

2,408

 

2,408

 

2,408

 

RETAINED EARNINGS

 

15,088

 

14,051

 

14,891

 

TREASURY STOCK

 

(1,406

)

(860

)

(1,406

)

TOTAL STOCKHOLDERS’ EQUITY

 

17,390

 

16,899

 

17,193

 

 

 

$

176,515

 

$

177,561

 

$

169,699

 

 

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

 

4



 

LOGAN COUNTY BANCSHARES, INC. AND SUBSIDIARIES

Consolidated Statement in Changes in Stockholders’ Equity

For the Three Month Periods Ended March 31, 2003 and 2002

(In Thousands)

 

 

 

Common
Stock

 

Surplus

 

Retained
Earnings

 

Accumulated
Other
Comprehensive
Income, Net

 

Treasury
Stock

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE - DECEMBER 31 2002

 

$

1,300

 

$

2,408

 

$

14,631

 

$

260

 

$

(1,406

)

$

17,193

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME NET INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2003

 

0

 

0

 

531

 

0

 

0

 

531

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET UNREALIZED GAINS (LOSSES) ON AVAILABLE FOR-SALE SECURITIES

 

0

 

0

 

0

 

(88

)

0

 

(88

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COMPREHENSIVE INCOME

 

0

 

0

 

531

 

(88

)

0

 

443

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DIVIDENDS ON 703,991 SHARES COMMON STOCK @ $1.04

 

 

 

 

 

(246

)

 

 

 

 

(246

)

 

 

$

1,300

 

$

2,408

 

$

14,916

 

$

172

 

$

(1,406

)

$

17,390

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE - DECEMBER 31 2001

 

$

1,300

 

$

2,408

 

$

13,917

 

$

35

 

$

(860

)

$

16,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME NET INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2002

 

0

 

0

 

537

 

0

 

0

 

537

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CHANGE IN NET UNREALIZED HOLDING GAINS (LOSSES) ON AVAILABLE FOR-SALE SECURITIES

 

0

 

0

 

0

 

(194

)

0

 

(194

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COMPREHENSIVE INCOME

 

0

 

0

 

537

 

(194

)

0

 

343

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DIVIDENDS ON 716,991 SHARES COMMON STOCK @ $0.34

 

 

 

 

 

(244

)

 

 

 

 

(244

)

 

 

$

1,300

 

$

2,408

 

$

14,210

 

$

(159

)

$

(860

)

$

16,899

 

 

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

 

5



 

LOGAN COUNTY BANCSHARES, INC. AND SUBSIDIARIES

Consolidated Statement of Cash Flows

For the Three Month Periods Ended March 31, 2003 and 2002

 

 

 

2003

 

2002

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

NET INCOME

 

$

531

 

$

537

 

ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:

 

 

 

 

 

DEPRECIATION

 

66

 

67

 

SECURITY AMORTIZATION AND ACCREATION

 

23

 

20

 

MARKET VALUE AMORTIZATION

 

0

 

(1

)

PROVISION FOR LOAN LOSSES

 

3

 

60

 

(INCREASE) DECREASE IN OTHER ASSETS

 

(220

)

(51

)

INCREASE (DECREASE) IN OTHER LIABILITIES

 

(10

)

(56

)

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

393

 

576

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

PROCEEDS FROM SALE OF SECURITIES AVAILABLE FOR SALE

 

21,477

 

13,000

 

PROCEEDS FROM MATURITIES OF SECURITIES AVAILABLE FOR SALE

 

0

 

3,487

 

PURCHASE OF SECURITIES AVAILABLE FOR SALE

 

(20,014

)

(17,504

)

NET (INCREASE) DECREASE IN FEDERAL FUNDS SOLD

 

(9,620

)

(11,960

)

NET (INCREASE) DECREASE IN LOANS

 

2,755

 

5,781

 

PURCHASE OF BANK PREMISES AND EQUIPMENT

 

(45

)

(6

)

NET CASH PROVIDED BY INVESTING ACTIVITIES

 

(5,447

)

(7,202

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

NET INCREASE (DECREASE) IN DEMAND DEPOSITS

 

6,965

 

2,797

 

NET INCREASE (DECREASE) IN SAVINGS DEPOSITS

 

(1,848

)

4,021

 

NET INCREASE (DECREASE) IN TIME DEPOSITS

 

(453

)

(1,903

)

NET INCREASE (DECREASE) IN FEDERAL FUNDS PURCHASED/REPURCHASED

 

2,003

 

1,004

 

DIVIDENDS PAID

 

(246

)

(244

)

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

6,421

 

5,675

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

1,367

 

(951

)

 

 

 

 

 

 

CASH AND CASH EQUIVALENT AT BEGINNING OF PERIOD

 

5,967

 

7,072

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENT AT END OF PERIOD

 

$

7,334

 

$

6,121

 

 

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

 

6



 

March 31, 2003

 

LOGAN COUNTY BANCSHARES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

1.   Financial Statements:

 

The foregoing statements are unaudited; however, in the opinion of the Management, all adjustments (comprising of only normal recurring accruals) necessary for a fair presentation of the financial statements have been included.

 

2.   Basis of Consolidation:

 

The Consolidated Statement of Condition and Consolidated Statement of Income of Logan County Bancshares, Inc. include the activity of Logan Bank and Trust Company, a wholly owned subsidiary.

 

7



 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following is a discussion and analysis focused on significant changes in the financial condition and results of operations of Logan County Bancshares, Inc.

 

EARNINGS SUMMARY

 

The Company reported net income of $531,000. for the three months ended March 31, 2003 compared to $537,000. for the three months ended March 31, 2002, representing a 1.00% decrease. This decrease was primarily the result of the decrease in net interest income of $141,000., offset by an increase in other income of $57,000. and a decrease in all operating expenses of $54,000. and decrease in income taxes of $24,000.

 

Earnings per common share were $.75 for the three months ended March 31, 2003 compared with $.76 for the same period of 2002.

 

Logan County Bancshares’ annualized return on assets (ROA) for the three month period ended March 31, 2003 was 1.20% compared to 1.21% for the three month period ended March 31, 2002. Annualized return on shareholders’ equity (ROE) was 12.21% and 12.71% at March 31, 2003 and 2002, respectively.

 

NET INTEREST INCOME

 

The most significant component of Logan County Bancshares’ net earnings is net interest income, which represents the excess of interest income earned on earning assets over the interest expense paid for sources of funds. Net interest income is affected by changes in volume resulting from growth and alteration of the balance sheet composition, as well as by fluctuations in market interest rates and maturities of sources and uses of funds.

 

Interest income amounted to $2,249,000. at March 31, 2003, a decrease of $355,000. from March 31, 2002. Interest expense also decreased $214,000., resulting in an overall decrease of $141,000. or 5.41% in net interest income between March 31, 2003 and March 31, 2002.

 

PROVISION FOR LOAN LOSSES AND ASSET QUALITY

 

The provision for loan losses represents charges to earnings necessary to maintain an adequate allowance for potential future loan losses. Management’s determination of the appropriate level of the allowance is based on an ongoing analysis of credit quality and loss potential in the loan portfolio, actual loan loss experience relative to the size and characteristics of the loan portfolio, change in the composition and risk characteristics of the loan portfolio and the anticipated influence of national and local economic conditions. The adequacy of the allowance for loan losses is reviewed quarterly and adjustments are made as considered necessary.

 

For the three month period ended March 31, 2003 and 2002, the provision for loan losses was $3,000. and $60,000. respectively.

 

The reserve for loan losses was $1,578,000. at March 31, 2003 compared to $1,198,000. at March 31, 2002. Expressed as a percentage of loans (net of unearned income), the reserve for loan losses was 1.50% at March 31, 2003 and 1.08% at March 31, 2002.

 

8



 

Balance Sheet Data:

 

Total assets increased by $6,816,000. between year end and March 31, 2003 to a balance of $176,515,000. The major component of this change was an increase in Federal Funds Sold of $9,620,000. The primary source of funds for this change was an increase in deposits of $4,664,000., Federal Funds purchased/repurchase agreements of $2,003,000., and net income of $531,000.

 

Liquidity:

 

Managing Logan’s liquidity requirements primarily involves meeting the loan demand, deposit withdrawal and the cash flow requirements. Logan’s primary sources of liquid assets are federal funds sold and investment securities maturing in less than one year. These items can be converted into funds in a short period of time. At March 31, 2003, Federal Funds Sold amounted to $20,990,000. and securities maturing within one year amounted to $28,210,000. These are compared to the balances at March 31, 2002 of $19,110,000. in Federal Funds Sold and maturing Investment Securities of $4,996,000. due within one year.

 

Traditionally, banks have been able to manage liquidity based on a relatively stable group of core deposits. The deposits, demand and consumer deposits under $l00,000. are considered the most stable and least expensive source of funds. During 2003 and 2002, banks continue to be faced with volatile interest sensitive funds and have had to match their funding requirements by using assets and liability management techniques.

 

Capital Resources:

 

Logan’s capital position is based on its stockholders’ equity and the primary source of such equity has been retained earnings. Since Logan’s formation, it has accumulated Retained Earnings of $15,088,000. and has a total Stockholders’ Equity of $17,390,000. as of March 31, 2003; as compared to $14,051,000. of Retained Earnings and total Stockholders’ equity of $16,899,000. at March 31, 2003.

 

The equity capital was 9.85% and 9.52% of total assets at March 31, 2003 and 2002 respectively. Logan County Bancshares exceeds all regulatory capital guide lines and has not been advised by any regulatory agency of any minimum capital requirement.

 

Effects of Inflation:

 

The impact of inflation on a financial institution differs significantly from that exerted on an industrial concern, primarily because a financial institution’s assets and liabilities consist almost entirely of monetary items. The low proportion of the Bank’s net fixed assets to total assets reduces both the potential of inflated earnings resulting from understated depreciation charges and the potential significant understatement of asset values. However, inflation does have a considerable indirect impact on banks, including increased loan demand, as it becomes necessary for producers and consumers to acquire additional funds to maintain the same levels of consumption, inventories, and new investments. Inflation, also frequently results in higher interest rates which can affect both yields on earning assets and rates paid on deposits and other interest-bearing liabilities.

 

9



 

A summary of the Company’s past due loans and non-performing assets is provided in the following table.

 

SUMMARY OF PAST DUE LOANS AND NONPERFORMING ASSETS

(in thousands of dollars)

 

 

 

March 31

 

 

 

2003

 

2002

 

Loans past due 90 or more days still accruing interest

 

$

1,039

 

$

672

 

 

 

 

 

 

 

Non-performing assets:

 

 

 

 

 

Non-accruing loans

 

2,196

 

1,170

 

Other real estate owned

 

159

 

388

 

 

 

$

2,355

 

$

1,558

 

 

NONINTEREST INCOME

 

Non-interest income includes revenues from all sources other than interest income. For the three month period ended March 31, 2003, non-interest income totaled $253,000., representing a increase of $57,000., or 29.01% from the $196,000. recorded during the same period of 2002. This increase was primarily due to increases in other income of $16,000. and increased fees of $41,000.

 

NONINTEREST EXPENSE

 

Non-interest expense comprises overhead costs which are not related to interest expense or to losses from loans or securities. As of March 31, 2003, the Company’s non-interest expense totaled $1,118,000., increasing $4,000. over the $1,114,000. of non-interest expense for the three months ended March 31, 2002. Expressed as a percentage of assets, annualized non-interest expense was 2.53% at March 31, 2003, compared to 2.51% at March 31, 2002.

 

Salaries and employee benefits are Logan County Bancshares’ largest non-interest cost, representing approximately 52% of total non-interest expense at March 31, 2003 and 2002. Salaries and employee benefits increased $12,000., or 2.09% at March 31, 2003 compared to March 31, 2002. This increase is primarily due to normal personnel increases and timing of personnel benefit accruals.

 

INCOME TAXES

 

Logan County Bancshares’ income tax expense, for the three month period ended March 31, 2003, reflected a $24,000. decrease when compared to the same period of 2002. Income tax expense equaled 36.18% and 37.00% of income before taxes at March 31, 2003 and 2002, respectively. For financial reporting purposes, income tax expense does not equal the statutory income tax rate of 43% when applied to pretax income, primarily because of timing differences in expense items for tax purposes..

 

10



 

PART II. - OTHER INFORMATION

 

NONE.

 

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.

 

 

LOGAN COUNTY BANCSHARES, INC.

 

(Registrant)

 

 

 

 

Date

May 12, 2003

 

/s/ Harvey Oakley

 

 

Harvey Oakley Chairman

 

(Signature)

 

 

 

 

Date

May 12, 2003

 

/s/ Eddie D. Canterbury

 

 

Eddie D. Canterbury President & CEO.

 

(Signature)

 

11



 

CERTIFICATIONS

 

I, Eddie D. Canterbury, certify that:

 

1.               I have reviewed this annual report on Form 10-Q of Logan County Bancshares, Inc.

 

2.               Based on my knowledge, this annual report does not contain any untrue statement of a material fact 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 annual report;

 

3.               Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 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 annual 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 annual report (the “Evaluation Date”); and

 

c)         presented in this annual 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 functions):

 

a)         all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to report, 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 annual report whether 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 12, 2003

/s/ Eddie D. Canterbury

 

President & CEO

 

 

12



 

CERTIFICATIONS

 

I, Mark Mareske, certify that:

 

1.               I have reviewed this annual report on Form 10-Q of Logan County Bancshares, Inc.

 

2.               Based on my knowledge, this annual report does not contain any untrue statement of a material fact 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 annual report;

 

3.               Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 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 annual 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 annual report (the “Evaluation Date”); and

 

c)         presented in this annual 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 functions):

 

a)         all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to report, 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 annual report whether 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 12, 2003

/s/ Mark Mareske

 

Vice President & CFO

 

 

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