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 the quarter ended March 31, 2003
Commission file number: 2-89573
TOWER BANCORP INC.
- ------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Commonwealth of Pennsylvania 25-1445946
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Center Square
Greencastle, Pennsylvania 17225
- ------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code: (717) 597-2137
---------------------
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 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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
1,735,094 shares of common stock outstanding at March 31, 2003
Page 1 of 21 pages
TOWER BANCORP, INC.
INDEX
Page
PART I - FINANCIAL INFORMATION
Condensed consolidated balance sheets - March 31, 2003
and December 31, 2002 4
Condensed consolidated statements of income - three months
ended March 31, 2003 and 2002 5
Condensed consolidated statements of comprehensive income -
three months ended March 31, 2003 and 2002 6
Condensed consolidated statements of cash flows - three
months ended March 31, 2003 and 2002 7
Notes to condensed consolidated financial statements 8 and 9
Management's discussion and analysis of financial
condition and results of operations 10 and 11
PART II - OTHER INFORMATION 13
Item 6 - Index to Exhibits and Reports on Form 8-K 13
Signatures 14
Certifications of Principal Executive Officer
and Principal Financial Officer 15 - 18
Exhibits 19 - 21
Page 2 of 21 pages
PART I - FINANCIAL INFORMATION
TOWER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December
2003 31, 2002
(Unaudited (Audited)*
)
(000 Omitted)
ASSETS
Cash and due from banks $ 6,839 $ 8,943
Interest bearing balances with banks 1,255 1,644
Investment securities available for sale 49,561 50,838
Restricted bank stock 3,162 3,162
Loans 187,259 187,537
Less: reserve for possible loan losses ( 1,657) ( 1,632)
Bank premises, equipment, furniture and
fixtures 4,172 3,876
Accrued interest receivable 1,011 1,013
Cash surrender value of life insurance 6,404 6,306
Other assets 655 902
--------- ---------
Total assets $ 258,661 $ 262,589
========= =========
LIABILITIES AND CAPITAL
Deposits in domestic offices:
Demand $ 17,145 $ 13,297
Savings 107,765 104,186
Time 69,762 70,074
Liabilities for borrowed money 27,731 39,052
Accrued interest payable 264 287
Other liabilities 3,095 2,827
--------- ---------
Total liabilities 225,762 229,723
--------- ---------
EQUITY CAPITAL
Capital stock, common, authorized 5,000,000
shares; 1,780,100 shares issued 2,225 2,225
Additional paid-in capital 6,719 6,713
Retained earnings 23,227 22,999
Accumulated other comprehensive income 1971 2195
Less: cost of treasury stock ( 1,243) ( 1,266)
--------- ---------
Total equity capital 32,899 32,866
--------- ---------
Total liabilities and capital $ 258,661 $ 262,589
========= =========
* Condensed from audited financial
statements.
The accompanying notes are an integral part of these condensed
financial statements.
Page 4 of 21 pages
TOWER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
2003 2002
(000 Omitted)
Interest Income
Interest & fees on loans $ 3,122 $ 3,348
Interest on investment securities available
for sale 525 722
Interest on deposits with banks 23 43
---------- -----------
Total interest & dividend income 3,670 4,113
---------- -----------
Interest Expense
Interest on deposits 734 1,054
Interest on borrowed money 377 390
---------- -----------
Total interest expense 1,111 1,444
---------- -----------
Net interest income 2,559 2,669
---------- -----------
Provision for loan losses 90 60
Net interest income after provision for loan losses 2,469 2,609
---------- -----------
Other Income
Investment service income 61 3
Service charges on deposit accounts 207 149
Other service charges and fees 68 67
Other operating income 111 81
Investment securities gains (losses) 918 909
---------- -----------
Total other income 1,365 1,212
Other Expense ---------- -----------
Salaries, wages and other benefits 937 882
Occupancy expense of bank premises 113 100
Furniture and fixture expense 130 129
Other operating expenses 716 709
---------- -----------
Total other expenses 1,896 1,820
---------- -----------
Income before taxes 1,938 2,001
Applicable income taxes 532 553
---------- -----------
Net income $ 1,406 $ 1,448
========= ===========
Earnings per share:
Basic earnings per share $ 0.81 $ 0.83
Weighted average shares outstanding $ 1,732,476 $ 1,745,580
Diluted earnings per share $ 1.80 $ 0.62
Weighted average shares outstanding $ 1,759,000 $ 1,775,902
The accompanying notes are an integral part of these condensed financial
statements.
Page 5 of 21 pages
TOWER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
2003 2002
(000 Omitted)
Net income $ 1,406 $ 1,448
---------- -----------
Other comprehensive income:
Unrealized holding gains (losses) 578 1,086
Reclassification adjustment for gains
realized in net income ( 918) ( 909)
----------- ------------
( 340) 177
Tax effect 116 ( 60)
----------- ------------
Other comprehensive income ( 224) 117
----------- ------------
Comprehensive income $ 1,182 $ 1,565
========== ============
The accompanying notes are an integral part of these condensed
financial statements.
Page 6 of 21 pages
TOWER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2003 and 2002
(UNAUDITED)
2003 2002
(000 Omitted)
Cash flows from operating activities:
Net income $ 1,406 $ 1,448
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 96 114
Provision for loan losses 90 60
(Gain) on sale of investment securities ( 918) ( 909)
(Increase) in cash surrender value of life
insurance ( 98) ( 48)
(Increase) decrease in other assets 247 ( 498)
(Increase) decrease in interest receivable 2 ( 37)
(Decrease) increase in interest payable ( 23) ( 68)
Increase in other liabilities 384 1,431
----------- -----------
Net cash provided by operating activities 1,186 1,493
----------- -----------
Cash flows from investing activities:
Loans (net) 213 ( 13,179)
Purchases of bank premises, equipment,
furniture and fixtures ( 392) ( 701)
Interest bearing balances with banks 389 295
Purchases of available for sale securities ( 1,290) ( 1,276)
Maturities/sales of available for sale 3,145 3,910
securities
Purchase of restricted bank stock 0 ( 330)
----------- -----------
Net cash provided(used) by investing
activities 2,065 ( 11,281)
----------- -----------
Cash flows from financing activities:
Net increase (decrease) in deposits 7,115 2,852
Cash dividends paid ( 1,178) ( 562)
Purchase of treasury stock ( 221) ( 262)
Debt (net) ( 11,321) 4,423
Proceeds from sale of capital stock 250 89
----------- -----------
Net cash provided (used) by financing
activities ( 5,355) 6,540
----------- -----------
Net increase (decrease) in cash and cash
equivalents ( 2,104) ( 3,248)
Cash and cash equivalents at beginning of year 8,943 8,080
----------- -----------
Cash and cash equivalents at end of quarter $ 6,839 $ 4,832
=========== ===========
The accompanying notes are an integral part of these
condensed financial statements.
Page 7 of 21 pages
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
(UNAUDITED)
Review of Interim Financial Statements
The condensed consolidated financial statements as of and
for the three months ended March 31, 2003 and 2002 have been
reviewed by independent certified public accountants. Their
report on their review is attached as Exhibit 99 to this 10-
Q filing.
Note 1. Basis of Presentation
In the opinion of management, the accompanying unaudited
condensed consolidated financial statements contain all
adjustments necessary to present fairly Tower Bancorp,
Inc.'s consolidated financial position as of March 31, 2003
and the results of its operations for the three month period
ended March 31, 2003 and 2002.
The results of operations for the three month period ended
March 31, 2003 and 2002 are not necessarily indicative of
the results to be expected for the full year.
Note 2. Income Taxes
Income tax expense is less than the amount calculated using
the statutory tax rate primarily as a result of tax exempt
income earned from state and municipal securities and loans.
Note 3. Commitments
In the normal course of business, the bank makes various
commitments and incurs certain contingent liabilities which
are not reflected in the accompanying financial statements.
These commitments include various guarantees and commitments
to extend credit and the bank does not anticipate any losses
as a result of these transactions.
Note 4. Stock Option Plans
The Corporation applies APB Opinion 25 and related
interpretations in accounting for its stock option plans.
Accordingly, only compensation cost for the intrinsic value
of options has been recognized. Had compensation cost for
the Corporation's stock option plans been determined based
on the fair value at the grant dates for awards under the
plans consistent with the method prescribed by FASB
Statement No.
Page 8 of 21 pages
Note 4. Stock Option Plans (Continued)
123, the Corporation's net income and earnings per share
would have been adjusted to the pro forma amounts indicated
below:
2003 2002
Three Months Ended
March 31
Net income (000) omitted As reported $ 1,406 $ 1,448
Pro forma 1,394 1,437
Basic earnings per share As reported .81 .83
Pro forma .80 .82
Earnings per share assuming As reported .80 .82
dilution Pro forma .79 .81
Page 9 of 21 pages
TOWER BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Net income for the first quarter of 2003 was $ 1,406,000 compared to
$ 1,448,000 for the first quarter of 2002. Net income on a per share basis
for 2003 was $ .81, down $ .02 from the $ .83 realized during the first three
months of 2002.
Total interest income for the first three months of 2003 was
$ 3,670,000 compared to $ 4,113,000 for the first three months of 2002.
Decreases occurred primarily due to decreases in the yield on earning assets.
Investment yields dropped 71 basis points and loan yields dropped 94 basis
points from average yields realized in the first quarter of 2002. Average
loan balances at March 31, 2003 increased 4.7% over those at March 31, 2002.
However, loan balances remained flat with no growth from balances at December
31, 2002. Increases from March 31, 2002 were primarily in mortgage and
commercial loans, which increased 7.6% and 15.1%, respectively since March
31, 2002. Earnings on investments for the first quarter decreased 27.3% over
totals for the corresponding period in 2002. Decreases were attributable
primarily to the aforementioned rate decreases and a 19.2% decrease in volume
of average investments from 2002 totals.
Total interest expense was $ 1,111,000 for the first quarter of 2003,
a decrease of $ 333,000 from the $ 1,444,000 reported for the first quarter
of 2002. Increases in average total deposits has been 5.7% since March 31,
2002. Most of this growth has occurred in the interest bearing demand
deposit accounts. Average rates on deposits have decreased eighty eight
basis points from prior year amounts. This coupled with the fact that the
deposit growth has been concentrated in transaction accounts has caused the
bank's cost of funds to decrease 24.5% from 2002 totals. However, asset
yields have decreased faster than corresponding decreases in cost of funds
causing the net interest margin for the first quarter of 2003 to drop 23
basis points from the first quarter of 2002. The loan to deposit ratio was
96.2% at March 31, 2003 compared to 100% at March 31, 2002. Management
intends to continue to competitively price its deposits to maintain desired
net interest spreads.
The bank made a $ 90,000 provision for loan losses during the first
quarter of 2003. Net charge-offs were $ 65,000 during the first quarter of
2003 compared to $ 23,000 during the first quarter of 2002, which are well
below peer group averages. Management has significantly expanded its
detailed review of the loan portfolio, which is performed quarterly, in an
effort to identify and more readily act on loans with deteriorating trends.
Anticipated losses are well below the current allowance amount and management
is not aware of any problem loans that are indicative of trends, events, or
uncertainties that would significantly impact future operations, liquidity or
capital.
Page 10 of 21 pages
Management also recognizes the need to maintain an adequate allowance
to meet the constant risks associated with a growing loan portfolio and an
expanding customer base and intends to continue to maintain the allowance at
appropriate levels based on ongoing evaluations of the loan portfolio.
Noninterest income was $ 1,365,000 for the first quarter of 2003
representing a 12.6% increase over the first quarter of 2002. Increases were
primarily in service charges on deposit accounts, investment service income,
and securities gains.
Noninterest expenses were $ 1,896,000 for the first quarter of 2003
compared to $ 1,820,000 for 2002. Increases were primarily in personnel
costs as the bank continues to increase its staff, related benefit increases,
and continued investment in technology and related equipment.
The bank's effective income tax rate was 27.5% and 27.6% for the first
three months of 2003 and 2002, respectively. The statutory marginal tax
bracket remains at 34%. The primary differences between the statutory and
effective rates are due to nontaxable income from municipal investments and
tax-free loans.
Total assets were $ 258,661,000 at March 31, 2003 compared to
$ 255,042,000 at March 31, 2002. This represents a growth rate of
approximately 1.4%. Internal capital generation has been the primary method
utilized to increase capital. Total stockholders' equity was $ 32,899,000 at
March 31, 2003, representing 12.7% of total assets compared to $ 29,348,000
at March 31, 2002, which represented 11.5% of total assets. Risk-based
capital ratios continue to exceed regulatory minimums.
CONTROLS AND PROCEDURES
We maintain a system of controls and procedures designed to provide
reasonable assurance as to the reliability of the financial statements and
other disclosures included in this report, as well as to safeguard assets
from unauthorized use or disposition. We evaluated the effectiveness of the
design and operation of our disclosure controls and procedures under the
supervision and with the participation of management, including our Chief
Executive Officer and Chief Financial Officer, within 90 days prior to the
filing date of this report. Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls
and procedures are effective in timely alerting them to material information
required to be included in our periodic Securities and Exchange Commission
filings. No significant changes were made to our internal controls or other
factors that could significantly affect these controls subsequent to the date
of their evaluation.
Page 11 of 21 pages
PART II - OTHER INFORMATION
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
- --------------------------
Not applicable
Item 2 - Changes in Securities
- ------------------------------
Not applicable
Item 3 - Defaults Upon Senior Securities
- ----------------------------------------
Not applicable
Item 4 - Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
Not applicable
Item 5 - Other Information
- --------------------------
Not applicable
Item 6 - Index to Exhibits and Reports on Form 8-K
- --------------------------------------------------
(a) Exhibits:
Exhibit Number Referred to Description
Item 601 of Regulation S-K of Exhibit
99 Report of Independent
Accountant's on Interim Financial
Statements
99.1 Certification of Chief Executive Officer
pursuant to 18 U.S.C. Section 1350
99.2 Certification of Chief Financial Officer
pursuant to 18 U.S.C. Section 1350
(b) Reports on Form 8-K:
Current report on Form 8-K filed with the Commission on January 9,
2003
Current report on Form 8-K filed with the commission on January 24,
2003
Current report on Form 8-K filed with the commission on February 13,
2003
Current report on Form 8-K filed with the commission on April 4, 2003
Page 13 of 21 pages
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.
TOWER BANCORP, INC.
(REGISTRANT)
/s/ Jeff B. Shank
-----------------------------
Jeff B. Shank, President, CEO
(Principal Executive Officer)
Date: May 7, 2002
/s/Franklin T. Klink, III
-----------------------------
Franklin T. Klink, III,
Treasurer
(Principal Financial Officer)
Date: May 7, 2002
Page 14 of 21 pages
CERTIFICATION
I, Jeffrey B. Shank, President/CEO, certify, that:
-------------------------------
1. I have reviewed this quarterly report on Form 10-Q of Tower
Bancorp, Inc.
2. Based on my knowledge, the 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 officer 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 officer 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 the
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and
Page 15 of 21 pages
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.
6. The registrant's other certifying officer 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 the 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 7, 2003 By: /s/Jeff B. Shank
----------- -------------------------
Jeff B. Shank,
President/CEO
(Principal Executive
Officer)
Page 16 of 21 pages
CERTIFICATION
I, Franklin T. Klink, III, Treasurer, certify, that:
---------------------------------
1. I have reviewed this quarterly report on Form 10-Q of Tower
Bancorp, Inc.
2. Based on my knowledge, the 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 officer 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 officer 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 the
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and
Page 17 of 21 pages
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.
6. The registrant's other certifying officer 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 the 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 7, 2003 By: /s/Franklin T. Klink, III
----------- -------------------------
Franklin T. Klink, III
Treasurer
(Principal Financial
Officer)
Page 18 of 21 pages
EXHIBIT 99
INDEPENDENT ACCOUNTANT'S REPORT
Board of Directors
Tower Bancorp, Inc.
Greencastle, Pennsylvania
We have reviewed the accompanying consolidated balance sheet of
Tower Bancorp, Inc. and Subsidiary as of March 31, 2003 and the related
consolidated statements of income for the three months ended March 31, 2003
and 2002 and consolidated statements of comprehensive income for the three
months ended March 31, 2003 and 2002 and consolidated statements of cash
flows for the three months ended March 31, 2003 and 2002. These financial
statements are the responsibility of the corporation's management.
We conducted our reviews in accordance with standards established
by the American Institute of Certified Public Accountants. A review of
interim financial information consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the consolidated
financial statements taken as a whole. Accordingly, we do not express such
an opinion.
Based on our reviews, we are not aware of any material
modifications that should be made to the accompanying consolidated financial
statements for them to be in conformity with generally accepted accounting
principles.
/s/ Smith Elliott Kearns & Company, LLC
SMITH ELLIOTT KEARNS & COMPANY, LLC
Chambersburg, Pennsylvania
May 6, 2003
Page 19 of 21 pages
EXHIBIT 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OR THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Tower Bancorp, Inc. (the
"Company") on Form 10-Q for the period ending March 31, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Jeff B. Shank, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-
Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the final condition and results of operations of the
Company.
/s/ Jeff B. Shank
-----------------------------
Chief Executive Officer
May 7, 2003
Page 20 of 21 pages
EXHIBIT 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OR THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Tower Bancorp, Inc. (the
"Company") on Form 10-Q for the period ending March 31, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Franklin T. Klink, III, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the final condition and results of operations of the
Company.
/s/ Franklin T. Klink, III
---------------------------
Chief Financial Officer
May 7, 2003
Page 21 of 21 pages