UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to ________________
Commission File Number0-28162
LENOX BANCORP, INC.
(Exact name of small business issuer as specified in its charter)
| Ohio | 31-1445959 |
|---|---|
| (State or other jurisdiction) | (I.R.S. Employer Identification No.) |
4730 Montgomery Road, Cincinnati, Ohio 45212
(Address of principal executive officers)
(513) 531-8655
(Issuer’s telephone number)
Not Applicable
(Former name, former address and former fiscal year, if changes since last report)
Check whether the issuer: (1) filed all documents and reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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
| As of November 5, 2002, the Company had 366,847 Common Shares outstanding. Transitional Small Business Disclosure Format (check one): Yes NoX |
| Page | ||
|---|---|---|
| PART I. | FINANCIAL INFORMATION | |
Item 1. | Financial Statements-Unaudited | |
| Consolidated Balance Sheets | 3 | |
| Consolidated Statements of Income | 4 | |
| Consolidated Statements of Cash Flows | 5 | |
| Notes to Unaudited Consolidated Financial Statements | 6 | |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operation | 6 |
PART II. | OTHER INFORMATION | |
Item 4. | Exhibits and Reports on Form 8-K | 8 |
The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civillitigation for forward-looking statements accompanied by meaningful cautionary statements.Statements contained in this report and the information incorporated by reference into thisreport that are not historical facts are forward-looking statements based on our currentexpectations and beliefs concerning future developments. There can be no assurance that futuredevelopments affecting us will be the same as those that we anticipated. Actual results coulddiffer materially from those projected in the forward-looking statements. Forward-lookingstatements, which are based on certain assumptions and describe our future plans, strategiesand expectations, are generally identified by use of the words “may,” “will,” “continue,”“believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions.Our ability to predict results or the actual effect of future plans or strategies is inherentlyuncertain. Factors which could have a material adverse effect on our operations include:
o changes in the performance of the financial markets;These risks and uncertainties should be considered in evaluating forward-looking statements andundue reliance should not be placed on statements. Further information concerning us and ourbusiness, including additional factors that could materially affect our financial results, isincluded in our filings with the Securities and Exchange Commission.
Lenox Bancorp, Inc. is filing this report on Form 10-QSB/A to amend and restate the Financial Statements included in Part I, Item 1, notes thereto and Management Discussion and Analysis of the Form 10-QSB for the quarter ended September 30, 2002 filed with the Securities and Exchange Commission on November 5, 2002 as a result of the Company’s recent discovery of inaccurate record keeping relating to mortgage servicing rights income. As a result, a provision of $45,000 was made as a reduction to gain on the sale of loans to record the mortgage servicing rights at the lower of cost or market. Other than the Financial Statements, notes thereto and Management Discussion and Analysis, no other sections of the Form 10-QSB require amendment or restatement at this time.
LENOX BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
| Sept. 30, 2002 (UNAUDITED) | Dec. 31, 2001 | |||||||
|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||
| Cash and due from banks | $ | 4,252 | $ | 4,095 | ||||
| Investment securities - available for sale, at fair value (amortized cost of | $ | 3,025 | ||||||
| and $0 at September 30, 2002 and Dec. 31, 2001) | 3,045 | 0 | ||||||
| Mortgage-backed securities - available for sale, at fair value (amortized cost of | ||||||||
| $5,082 and $360 at September 30, 2002 and Dec. 31, 2001) | 5,146 | 366 | ||||||
| Collateralized mortgage obligations - available for sale, at fair value (amortized | ||||||||
| cost of $2,322 and $3,963 at September 30, 2002 and Dec. 31, 2001) | 2,334 | 3,970 | ||||||
| Total Investment Securities | 10,525 | 4,336 | ||||||
Loan receivable, (net of allowance for loan loss of $254 and $290 at September 30, 2002 and Dec. 31, 2001) | 40,874 | 50,659 | ||||||
| Loans held for sale - at lower of cost or market | 0 | 0 | ||||||
| Accrued interest receivable | 303 | 346 | ||||||
| Property and equipment, net | 1,155 | 1,197 | ||||||
| Federal Home Loan Bank stock - at cost | 1,953 | 1,886 | ||||||
| Other Real Estate Owned | 0 | 39 | ||||||
| Prepaid expenses and other assets | 312 | 400 | ||||||
| Prepaid federal income taxes | 0 | 39 | ||||||
| Total Assets | $ | 59,374 | $ | 62,997 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Liabilities: | ||||||||
| Deposits: | ||||||||
| Savings, club and other accounts | $ | 6,034 | $ | 6,890 | ||||
| Money market and NOW accounts | 4,453 | 4,532 | ||||||
| Certificate accounts | 20,133 | 21,877 | ||||||
| Total deposits | 30,620 | 33,299 | ||||||
| Advances from Federal Home Loan Bank | 22,762 | 23,179 | ||||||
| Advance payments by borrowers for taxes and insurance | 108 | 364 | ||||||
| Accrued expenses | 307 | 581 | ||||||
| Total liabilities | $ | 53,797 | $ | 57,423 | ||||
| Commitments and other liabilities | ||||||||
| Equity for ESOP Shares | $ | 183 | $ | 124 | ||||
Stockholders' equity: | ||||||||
| Preferred Stock - no par value: 500,000 authorized, none issued | -- | -- | ||||||
| Common Stock - no par value: 4,500,000 authorized, 507,496 issued and 366,847 | ||||||||
| outstanding at September 30, 2002 and at December 31, 2001 | -- | -- | ||||||
| Additional paid in capital | $ | 4,498 | $ | 4,558 | ||||
| Retained earnings - substantially restricted | 3,694 | 3,785 | ||||||
| Unearned ESOP shares | -109 | -136 | ||||||
| Share acquired for Stock Incentive Plan | -185 | -198 | ||||||
| Treasury stock 140,649 shares at September 30, 2001 and 140,649 shares at December | ||||||||
| 31, 2000 | -2,567 | -2,567 | ||||||
| Accumulated other comprehensive income: | ||||||||
| Unrealized (loss) on available for sale securities net of taxes | 63 | 8 | ||||||
| Total stockholders' equity | $ | 5,394 | $ | 5,450 | ||||
| Total liabilities and stockholders' equity | $ | 59,374 | $ | 62,997 | ||||
See notes to consolidated financial statements
(UNAUDITED)
(Dollars in Thousands Except Per Share Data)
| Three months ending September 30, | Nine months ending September 30, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2002 | 2001 | 2002 | 2001 | |||||||||||
| Interest Income and Dividend Income | ||||||||||||||
| Loans | $ | 760 | $ | 1,051 | $ | 2,576 | $ | 3,234 | ||||||
| Mortgage-backed securities | 71 | 7 | 143 | 22 | ||||||||||
| Collateralized mortgage obligations | 23 | 70 | 87 | 206 | ||||||||||
| Investments and interest bearing | 43 | 28 | 79 | 152 | ||||||||||
| FHLB stock dividends | 24 | 32 | 67 | 96 | ||||||||||
| Total | 921 | 1,189 | 2,952 | 3,710 | ||||||||||
Interest Expense | ||||||||||||||
| Deposits | 227 | 396 | 741 | 1,259 | ||||||||||
| Borrowed money | 329 | 364 | 985 | 1,186 | ||||||||||
| Total | 556 | 760 | 1,726 | 2,445 | ||||||||||
Net interest income before provision for loan losses | 365 | 429 | 1,226 | 1,265 | ||||||||||
| Provision for loan losses | 24 | 9 | 94 | 238 | ||||||||||
| Net interest income after provision for loan losses | 341 | 420 | 1,132 | 1,027 | ||||||||||
| Other Income | ||||||||||||||
| Service fee income | 55 | 54 | 189 | 147 | ||||||||||
| Gain (loss) on sale of loans and securities | 51 | -20 | 162 | 76 | ||||||||||
| Other Income | 0 | 84 | 0 | 250 | ||||||||||
| Total | 106 | 118 | 351 | 473 | ||||||||||
General and Administrative Expenses | ||||||||||||||
| Compensation and employee benefits | 257 | 284 | 705 | 1,020 | ||||||||||
| Occupancy and equipment | 64 | 67 | 187 | 196 | ||||||||||
| Federal insurance premium | 4 | 4 | 12 | 15 | ||||||||||
| Franchise taxes | 16 | 2 | 43 | 25 | ||||||||||
| Other expenses | 255 | 161 | 673 | 581 | ||||||||||
| Total | 596 | 518 | 1,620 | 1,837 | ||||||||||
Income (Loss) before provision for income taxes | -149 | 20 | -137 | -337 | ||||||||||
Provision (Credit) for income taxes | -50 | 12 | -46 | -98 | ||||||||||
| Net Income (Loss) | -$99 | $ | 8 | -$91 | -$239 | |||||||||
| Basic Income (Loss) per share | -$0.29 | $ | 0.02 | -$0.26 | -$0.84 | |||||||||
| Diluted Income (Loss) per share | -$0.29 | $ | 0.02 | -$0.26 | -$0.84 | |||||||||
See notes to consolidated financial statements
(UNAUDITED)
(DOLLARS IN THOUSANDS)
| For the Nine Months Ended September 30 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2002 | 2001 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | -$91 | -$239 | ||||||
| Adjustments to reconcile net income to net cash provided (used) | ||||||||
| by operating activities | ||||||||
| Depreciation and amortization | 63 | 55 | ||||||
| Provision (credit) for losses on loans | 94 | 238 | ||||||
| Amortization of deferred loan fees | 49 | 43 | ||||||
| Proceeds from sale of loans in secondary market | 8,137 | |||||||
| Deferred loan origination fees (cost) | -4 | -27 | ||||||
| FHLB stock dividends | -67 | -96 | ||||||
| Gain on sale of investments and loans | -- | -76 | ||||||
| Amortization of stock incentive plan award | 39 | 15 | ||||||
| Effect of change in operating assets and liabilities | ||||||||
| Accrued interest receivable | 43 | 102 | ||||||
| Prepaid expenses | 93 | -223 | ||||||
| Prepaid federal income tax | 39 | 9 | ||||||
| Advances by borrowers for taxes and insurance | -253 | -33 | ||||||
| Accrued expenses | -305 | 428 | ||||||
| Net cash provided (used) by operating activities | -300 | 8,333 | ||||||
Cash flow from Investing activities | ||||||||
| Property and equipment additions | -5 | -5 | ||||||
| Repayments of mortgage backed securities | 3,985 | 96 | ||||||
| Purchase of Investments & certificates of deposit | -3,033 | -2 | ||||||
| Purchase of mortgage back securities | -7,074 | -3,972 | ||||||
| Net change in loans | 9,646 | -2,234 | ||||||
| Proceeds from sale of investments | -- | 4,037 | ||||||
| Proceeds from sale of real estate acquired through foreclosure | 34 | |||||||
| Maturity of investments - AFS | -- | 1,100 | ||||||
| Net cash provided (used) by investing activities | 3,553 | -980 | ||||||
Cash Flows from financing activities | ||||||||
| Net increase (decrease) in deposits | -2,679 | -3,134 | ||||||
| Borrowings from FHLB | -- | -- | ||||||
| Repayments of FHLB advances | -417 | -4,628 | ||||||
| Net cash provided (used) by investing activities | -3,096 | -7,762 | ||||||
Increase (decrease) in cash and cash equivalents | 157 | -409 | ||||||
| Cash and cash equivalents at beginning of period | 4,095 | 2,591 | ||||||
| Cash and cash equivalents at end of period | 4,252 | 2,182 | ||||||
| Supplemental disclosure | ||||||||
| Cash Paid for: | ||||||||
| Interest expense | 1,729 | 2,486 | ||||||
| Income taxes | -37 | -- | ||||||
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The consolidated financial statements include the accounts of Lenox Bancorp, Inc. (“Lenox” or the “Company”) and its wholly owned subsidiary Lenox Savings Bank (the “Bank”). In the opinion of Lenox, the unaudited consolidated financial statements include all adjustments (consisting of recurring accruals) considered necessary for a fair presentation of financial position, results of operation and cash flow for the interim period. All significant inter-company transactions have been eliminated in consolidation.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Results of operations and cash flows for the nine-month period ended September 30, 2002, are not necessarily indicative of the results to be expected for the full year to end December 31, 2002. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements, accounting policies and financial notes thereto included in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2001 filed with the Securities and Exchange Commission.
2. EARNINGS PER SHARE
The net loss for the nine months ended September 30, 2002 was $91,000, or ($0.26) per share on an average of 345,048 shares, compared to a net loss for the nine months ended September 30, 2001 of $239,000 or ($0.84) per share.
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.ASSETS. Total assets decreased by 5.7% to $59.4 million at September 30, 2002. This decrease was due to a 19.3% decrease in loans receivable from $50.7 million at December 31, 2001 to $40.9 million at September 30, 2002, primarily due to the early payoff of loans. Total investment securities increased to $10.5 million at September 30, 2002 from $4.3 million at December 31, 2001, as a result of investing the proceeds from the loan payoffs.
LIABILITIES. Total liabilities decreased by 6.3% to $53.8 million at September 30, 2002. This decrease was primarily due to an 8.0% decrease in deposits to $30.6 million at September 30, 2002. Total deposits declined $2.7 million to $30.6 million at September 30, 2002, due to lower pricing in an effort to reduce the Company’s cost of funds.
STOCKHOLDERS’ EQUITY. Stockholders’ equity remained relatively unchanged at $5.4 million for the period ending September 30, 2002.
LIQUIDITY AND CAPITAL RESOURCES. The Company’s primary sources of funds are deposits, FHLB advances, principal and interest payments on loans and loan sales in the secondary market. While maturities and scheduled amortization of loans are predictable sources of funds, deposit flow and mortgage prepayments are strongly influenced by changes in general interest rates, economic conditions and competition.
The primary investment activity of the Company for the nine months ended September 30, 2002 was the purchase of mortgage-backed securities. The most significant source of funds for the nine months ending September 30, 2002, was the repayment of $9.8 million in mortgage loans.
The Bank is required to maintain a minimum level of liquidity consistent with the safe and sound operation of the institution. The Bank’s most liquid assets are cash, federal funds sold and marketable securities. The levels of the Bank’s liquid assets are dependent on the Bank’s operation, financing, lending and investing activities during any given period. At September 30, 2002, assets qualifying for short-term liquidity, including cash and short-term investment, totaled approximately $14.8 million.
At September 30, 2002, the Bank’s capital exceeded all the capital requirements of the FDIC. The Bank’s Tier 1 leverage and total capital to risk-weighted capital ratios were 9.28% and 19.75%, respectively.
GENERAL. The Company reported net loss of $91,000 for the nine months ending September 30, 2002, which represents a $148,000 increase compared to net loss reported for the nine months ending September 30, 2001.
Comprehensive income for the nine months ending September 30, 2002 was a loss of $7,000 compared to a comprehensive loss of $170,000 for the nine months ending September 30, 2001. The difference between net income and comprehensive income consists solely of the effect of unrealized gain and losses, net of taxes, on available for sale securities.
INTEREST AND DIVIDEND INCOME. Interest and dividend income for the nine months ended September 30, 2002 decreased 20.4%. Interest income on loans decreased by 20.3% to $2.6 million for the nine months ended September 30, 2002. This was primarily due to a lower average balance of loans. Other investments and investment bearing deposits decreased by 21.0% to $376,000 for the nine months ended September 30, 2002, mainly due to lower interest rate environment, partially offset by increase in average investment balances.
INTEREST EXPENSE. Interest expense for the nine months ended September 30, 2002 was $1.7 million compared to $2.4 million for the nine months ended September 30, 2001, a decrease of 29.2%. Interest expense on deposits decreased 41.1% due to lower interest rates paid on deposits and lower deposits. Interest expense on borrowed money decreased by $201,000 to $985,000 for the nine months ended September 30, 2002 due to lower average FHLB advances outstanding.
NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES.Net interest income before provision for loan losses decreased by $39,000 to $1,226,000 for the nine months ended September 30, 2002.
PROVISION FOR LOAN LOSSES. The provision for loan losses decreased from $238,000 for the nine months ending September 30, 2001 to $94,000 for the nine months ended September 30, 2002.
The Company uses different formulas to determine the appropriate level of provision necessary for the allowance for loan losses to cover the losses in the loan portfolio. Because future events affecting the loan portfolio cannot be predicted with complete accuracy, there can be no assurance that management’s estimates are correct and that the existing allowance for loan losses is adequate. However, management believes that based on the information available to them on September 30, 2002, the Company’s allowance for loan losses is sufficient to cover losses inherent in the Company’s current loan portfolio.
OTHER INCOME. Other income decreased by $122,000 due primarily to the decrease in gains on sale of loans and decrease in mortgage servicing rights income in the period ending September 30, 2002.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses for the nine months ended September 30, 2002 were $1.6 million compared to $1.8 million for the nine months ended September 30, 2001. Compensation and benefits decreased by $315,000 to $705,000 for nine months ended September 30, 2002. This decrease was due primarily to the accrual of $300,000 in June 2001, for a potential payout for an employee contract.
INCOME TAXES. Income taxes for the nine months ended September 30, 2002 increased by $52,000 due to an increase in pretax earnings. Net loss before tax provision was $137,000 for the nine months ended September 30, 2002, compared to net loss of $337,000 for the same period ending September 30, 2001.
RECENT ACCOUNTING PRONOUNCEMENTS.On July 29, 2001, the FASB issued SFAS 141 and 142. SFAS 141 requires that all business combinations be accounted for under a single method, the purchase method. The use of the pooling of interest method is no longer permitted. SFAS 141 requires that the purchase method be used for combinations initiated after September 30, 2001. SFAS 142 requires that goodwill no longer be amortized to earnings, but instead be reviewed for impairment. These statements have no material effect on the Company at this time since it has not been involved in a business combination subject to SFAS 141 and does not have goodwill or other intangible assets subject to SFAS 142.
Item 4. Exhibits and Reports on Form 8-K (ss.249.308 of this Chapter).
(a) Exhibits
99.1 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
99.2 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
(b) Reports on Form 8-K
None. |
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 28, 2003 | LENOX BANCORP, INC. By:/s/John C. Lame John C. Lame President and Chief Executive Officer (principal executive officer) |
Dated: February 28, 2003 | /s/Jane Schank Jane Schank Secretary and Treasurer |
I, John C. Lame, the principal executive officer of Lenox Bancorp, Inc., certify that:
| 1) | I have reviewed this quarterly report on Form 10-Q of Lenox Bancorp, 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 functions): |
| 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 date 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 was 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: February 28, 2003
/s/John C. Lame
Principal Executive Officer
I, Jane Schank, the principal financial officer of Lenox Bancorp, Inc., certify that:
| 1) | I have reviewed this quarterly report on Form 10-Q of Lenox Bancorp, 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 functions): |
| 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 date 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 was 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: February 28, 2003
/s/Jane Shank
Principal Financial Officer
