Peoples Sidney Financial (PPSF) 10QSB 2008 Q1 Quarterly report (small business)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-QSB

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to ____________.

Commission File Number 0-22223

PEOPLES-SIDNEY FINANCIAL CORPORATION

(Exact name of small business issuer as specified in its charter)

Delaware		31-1499862
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
	101 E. Court Street, Sidney, Ohio  45365
	(Address of principal executive offices)
	(937) 492-6129
	(Issuer’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes           x           No            o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes             o          No             x

As of November 8, 2007, the latest practicable date, 1,361,048 shares of the issuer’s common shares, $.01 par value, were issued and outstanding.

Transitional Small Business Disclosure Format (Check One):

Yes            o           No           x

1.

PEOPLES-SIDNEY FINANCIAL CORPORATION

INDEX

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets	3
	Consolidated Statements of Income	4
	Consolidated Statements of Comprehensive Income	5
	Condensed Consolidated Statements of Changes in Shareholders’ Equity	6
	Consolidated Statements of Cash Flows	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis	16
Item 3.	Controls and Procedures	22
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Submission of Matters to a Vote of Security Holders	23
Item 5.	Other Information	23
Item 6.	Exhibits	23
SIGNATURES		24
INDEX TO EXHIBITS		25

2.

PEOPLES-SIDNEY FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2007 AND JUNE 30, 2007

Item 1.  Financial Statements

	September 30,			June 30,
	2007			2007
	(Unaudited)
ASSETS
Cash and due from financial institutions	$	1,247,004		$	1,065,054
Interest-bearing deposits in other financial institutions		4,244,107			4,117,144
Overnight deposits		--			2,000,000
Total cash and cash equivalents		5,491,111			7,182,198
Securities available for sale		4,930,950			4,847,820
Federal Home Loan Bank stock		1,820,800			1,820,800
Loans, net of allowance of $749,000 and $664,800		120,939,243			121,487,075
Accrued interest receivable		948,629			795,326
Premises and equipment, net		1,829,992			1,864,053
Other real estate owned and repossessions		228,000			143,482
Other assets		149,720			167,540
Total assets	$	136,338,445		$	138,308,294
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits	$	80,821,383		$	82,479,470
Borrowed funds		37,859,809			38,189,030
Accrued interest payable and other liabilities		637,363			704,238
Total liabilities		119,318,555			121,372,738
Common stock in ESOP subject to repurchase obligation		1,619,402			1,677,238
Preferred stock, $.01 par value, 500,000 shares authorized, none issued and outstanding		--			--
Common stock, $.01 par value, 3,500,000 shares authorized, 1,785,375 shares issued		16,569			16,569
Additional paid-in capital		9,230,379			9,169,858
Retained earnings		11,700,000			11,702,607
Treasury stock, 424,327 shares, at cost		(5,198,322	)		(5,198,322	)
Unearned employee stock ownership plan shares		(303,594	)		(333,042	)
Accumulated other comprehensive loss		(44,544	)		(99,352	)
Total shareholders’ equity		15,400,488			15,258,318
Total liabilities and shareholders’ equity	$	136,338,445		$	138,308,294

See accompanying notes to consolidated financial statements.

3.

PEOPLES-SIDNEY FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

(Unaudited)

	Three Months Ended
	September 30,
	2007		2006
Interest income
Loans, including fees	$	2,134,017	$	2,100,108
Securities		57,590		55,590
Demand, time and overnight deposits		53,369		27,808
Dividends on Federal Home Loan Bank Stock		29,831		25,625
Total interest income		2,274,807		2,209,131
Interest expense
Deposits		588,838		495,019
Borrowed funds		508,679		530,833
Total interest expense		1,097,517		1,025,852
Net interest income		1,177,290		1,183,279
Provision for loan losses		85,489		(47,952	)
Net interest income after provision for loan losses		1,091,801		1,231,231
Noninterest income
Service fees and other charges		27,877		32,361
Gain (loss) on sale of REO and repossessions		4,554		(120	)
Mortgage banking income		9,582		--
Total noninterest income		42,013		32,241
Noninterest expense
Compensation and benefits		431,021		436,091
Director fees		24,300		24,300
Occupancy and equipment		95,332		89,051
Computer processing		81,308		90,997
Professional services		43,406		44,208
State franchise taxes		51,419		54,450
Other		78,807		77,388
Total noninterest expense		805,593		816,485
Income before income taxes		328,221		446,987
Income tax expense		117,600		157,500
Net income	$	210,621	$	289,487
Earnings per common share - basic	$	0.16	$	0.21
Earnings per common share - diluted	$	0.16	$	0.21

See accompanying notes to consolidated financial statements.

4.

PEOPLES-SIDNEY FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

(Unaudited)

	Three Months Ended
	September 30,
	2007			2006
Net income	$	210,621		$	289,487
Other comprehensive income (loss)
Unrealized holding gains and (losses) on available-for-sale securities		83,041			95,065
Tax effect		(28,233	)		(32,322	)
Other comprehensive income (loss)		54,808			62,743
Comprehensive income	$	265,429		$	352,230

See accompanying notes to consolidated financial statements.

5.

PEOPLES-SIDNEY FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

SHAREHOLDERS’ EQUITY

THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

(Unaudited)

	Three Months Ended
	September 30,
	2007			2006
Balance, beginning of period	$	15,258,318		$	15,499,512
Net income for period		210,621			289,487
Cash dividends, $.16 and $.16 per share for the three months ended September 30, 2007 and 2006		(213,228	)		(216,584	)
Purchase of 8,380 shares of treasury stock for the three months ended September 30, 2006, at cost		--			(125,700	)
Commitment to release 2,510 and 2,654 employee stock ownership plan shares for the three months ended September 30, 2007 and 2006, at fair value		32,133			39,597
Change in fair value of common stock subject to repurchase obligation for the three  months ended September 30, 2007 and 2006		57,836			(11,791	)
Change in fair value on securities available for sale, net of tax		54,808			62,743
Balance, end of period	$	15,400,488		$	15,537,264

See accompanying notes to consolidated financial statements.

6.

PEOPLES-SIDNEY FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

(Unaudited)

	Three Months Ended
	September 30,
	2007			2006
Cash flows from operating activities
Net income	$	210,621		$	289,487
Adjustments to reconcile net income to net cash from operating activities
Depreciation		41,872			40,438
Provision for loan losses		85,489			(47,952	)
Net accretion on securities		(89	)		(90	)
Proceeds from sale of loans in secondary market		351,993			--
Loans disbursed for sale in secondary market		(347,404	)		--
Gain on sale of loans		(9,671	)		--
Amortization of mortgage servicing rights		139			--
(Gain) loss on sale of REO and repossessions		(4,554	)		120
FHLB stock dividends		--			(25,600	)
Compensation expense for ESOP shares		32,133			39,597
Change in:
Accrued interest receivable and other assets		(130,541	)		92,057
Accrued expense and other liabilities		(95,108	)		(89,052	)
Deferred loan fees		(10,456	)		(12,867	)
Net cash from operating activities		124,424			286,138
Cash flows from investing activities
Net change in loans		244,800			(13,420	)
Premises and equipment expenditures		(7,811	)		(4,210	)
Proceeds from sale REO and repossessions		148,036			100,301
Net cash from investing activities		385,025			82,671
Cash flows from financing activities
Net change in deposits		(1,658,087	)		(2,170,606	)
Net change in short-term FHLB advances		--			3,250,000
Repayments of long-term FHLB advances		(329,221	)		(378,750	)
Cash dividends paid		(213,228	)		(216,584	)
Purchase of treasury stock		--			(125,700	)
Net cash from financing activities		(2,200,536	)		358,360
Net change in cash and cash equivalents		(1,691,087	)		727,169
Cash and cash equivalents at beginning of period		7,182,198			4,714,929
Cash and cash equivalents at end of period	$	5,491,111		$	5,442,098
Supplemental disclosures of cash flow information
Cash paid during the period for
Interest	$	1,087,718		$	1,009,129
Income taxes		30,000			65,000
Noncash transactions
Transfer from loans to other real estate owned	$	228,000		$	--

See accompanying notes to consolidated financial statements.

7.

PEOPLES-SIDNEY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:  The accompanying consolidated financial statements include accounts of Peoples-Sidney Financial Corporation (“Peoples”) and its wholly-owned subsidiary, Peoples Federal Savings and Loan Association (“Association”), a federal stock savings and loan association, together referred to as the Corporation.  All significant intercompany transactions and balances have been eliminated.

These interim consolidated financial statements are prepared without audit and reflect all adjustments which, in the opinion of management, are necessary to present fairly the financial position of the Corporation at September 30, 2007 and its results of operations and cash flows for the periods presented.  All such adjustments are normal and recurring in nature.  The accompanying consolidated financial statements have been prepared in accordance with the instructions for Form 10-QSB and, therefore, do not purport to contain all the necessary financial disclosures required by U.S. generally accepted accounting principles that might otherwise be necessary in the circumstances, and should be read in conjunction with the consolidated financial statements and notes thereto of the Corporation for the fiscal year ended June 30, 2007, included in the Corporation’s 2007 Annual Report on Form 10-KSB for the fiscal year ended June 30, 2007.  Reference is made to the accounting policies of the Corporation described in the notes to consolidated financial statements contained in such report.  The Corporation has consistently followed these policies in preparing this Form 10-QSB.

Nature of Operations:  The Corporation provides financial services through its main office in Sidney, Ohio, and branch offices in Sidney, Anna and Jackson Center, Ohio.  Its primary deposit products are checking, savings and term certificate accounts, and its primary lending products are residential mortgage, commercial and installment loans.  Substantially all loans are secured by specific items of collateral including business assets, consumer assets and commercial and residential real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses.  There are no significant concentrations of loans to any one industry or customer.  However, the customers’ ability to repay their loans is dependent on the real estate and general economic conditions in the area. Substantially all revenues and services are derived from financial institution products and services in Shelby County and contiguous counties.  Management considers the Corporation to operate primarily in one segment, banking.

Use of Estimates:  To prepare financial statements in conformity with U.S. generally accepted accounting principles, management makes estimates and assumptions based on available information.  These estimates and assumptions affect the amounts reported in the financial statements and disclosures provided, and actual results could differ.  The allowance for loan losses and fair values of financial instruments are particularly subject to change.

Income Taxes:  Income tax expense is based on the effective tax rate expected to be applicable for the entire year.  Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities.  Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between the carrying amounts and tax basis of assets and liabilities, computed using enacted tax rates.  A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

Earnings Per Common Share:  Basic earnings per common share (“EPS”) is net income divided by the weighted average number of common shares outstanding during the period.  Employee stock ownership plan (“ESOP”) shares are considered outstanding for this calculation unless unearned.  Diluted EPS shows the dilutive effect of additional common shares upon exercise of stock options.

(Continued)

8.

PEOPLES-SIDNEY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Adoption of New Accounting Standards:  In February, 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial Instruments”.  This statement clarifies the treatment of derivatives that are freestanding or embedded as part of a beneficial interest in a securitized financial asset.  This statement was effective July 1, 2007.  The adoption of this pronouncement did not have a material impact on the consolidated financial statements.

In March, 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 156, “Accounting for Servicing of Financial Assets”.  This statement allows the entity to choose the amortization method or the fair value method to account for each separately recognized servicing asset or liability.  This statement was effective July 1, 2007.  The adoption of this pronouncement did not have a material impact on the consolidated financial statements.

In June 2006, the FASB issued Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 106”, which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with SFAS 109, Accounting for Income Taxes.  FIN 48 prescribes a recognition and measurement threshold for a tax position taken or expected to be taken in a tax return.  FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.  FIN 48 was effective July 1, 2007.  The impact of adopting FIN 48 was not material to the consolidated financial statements.

The Corporation and its subsidiary are subject to U.S. federal income tax as well as various other state income taxes.  The Corporation is no longer subject to examination by taxing authorities for fiscal years prior to June 30, 2003.  The Corporation does not expenct the total amount of unrecognized tax benefit to significantly increase in the next twelve months.

The Corporation recognizes interest related to income tax matters as interest expense and penalties related in income tax matters as other expense.  The Corporation did not have any amounts accrued for interest and penalties at either July 1, 2007 or September 30, 2007.

Effect of Newly Issued But Not Yet Effective Accounting Standards:  In September 2006, FASB issued SFAS Statement No. 157, Fair Value Measurement (“SFAS No. 157”).  SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  SFAS No. 157 does not require any new fair value measurements.  This statement is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years.  The Corporation has not yet determined the effect, if any, that the application of SFAS No. 157 will have on its consolidated financial statements.

In February 2007, the FASB issued SFAS Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115, (“SFAS No. 159”).  SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates.  If the fair value option is elected, a business entity shall report unrealized gains and losses on elected items in earnings at each subsequent reporting date.  Upon initial adoption of this Statement, an entity is permitted to elect the fair value option for available-for-sale and held-to-maturity securities previously accounted for under SFAS Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities (“SFAS No. 115”).  The effect of reclassifying those securities into the trading category should be included in a cumulative-effect adjustment of retained earnings and not in current-period earnings and should be separately disclosed.  SFAS No. 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007.  The Corporation has not yet determined the effect, if any, that the application of SFAS No. 159 will have on its consolidated financial statements.

(Continued)

9.

PEOPLES-SIDNEY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 – SECURITIES AVAILABLE FOR SALE

Securities available for sale were as follows.

			Gross		Gross
	Fair		Unrealized		Unrealized
	Value		Gains		Losses
September 30, 2007
U.S. Government agencies	$	4,930,950	$	2,332	$	(69,825	)
June 30, 2007
U.S. Government agencies	$	4,847,820	$	--	$	(150,534	)

Contractual maturities of securities available for sale at September 30, 2007 were as follows.  Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Fair
	Value
Due in less than one year	$	1,000,310
Due after one year through five years		2,001,880
Due after five years through ten years		1,928,760
	$	4,930,950

A security pledged to secure public deposits and repurchase agreements had a carrying amount of $1,929,000 at September 30, 2007 and $1,863,000 at June 30, 2007.  There were no sales of securities available for sale during the three months ended September 30, 2007 or 2006.

Securities with unrealized losses at September 30, 2007 and June 30, 2007, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows.

	Less than 12 Months				12 Months or More					Total
	Fair		Unrealized		Fair		Unrealized			Fair		Unrealized
Description of Securities	Value		Loss		Value		Loss			Value		Loss
September 30, 2007
U.S. Government agencies	$	--	$	--	$	1,928,760	$	(69,825	)	$	1,928,760	$	(69,825	)
June 30, 2007
U.S. Government agencies	$	--	$	--	$	4,847,820	$	(150,534	)	$	4,847,820	$	(150,534	)

Unrealized losses on the investment securities have not been recognized into income because the securities are of high credit quality, management has the intent and ability to hold for the foreseeable future, and the decline in fair value is largely due to changes in interest rates.  The fair value is expected to recover as the securities approach their maturity date or reset date.

(Continued)

10.

PEOPLES-SIDNEY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 - LOANS

Loans were as follows.

	September 30,			June 30,
	2007			2007
Mortgage loans:
1-4 family residential	$	85,427,894		$	86,555,451
Multi-family residential		4,211,596			4,232,326
Commercial real estate		14,535,121			13,893,048
Real estate construction and development		1,690,258			1,522,448
Land		2,765,896			2,891,359
Total mortgage loans		108,630,765			109,094,632
Consumer loans		5,148,810			5,357,102
Commercial loans		8,247,210			8,049,139
Total loans		122,026,785			122,500,873
Less:
Allowance for loan losses		(749,000	)		(664,800	)
Deferred loan fees		(338,542	)		(348,998	)
	$	120,939,243		$	121,487,075

At September 30, 2007 and June 30, 2007, there were no loans held for sale.  Mortgage loans serviced for others are not reported as assets.  The principal balance of these loans was $506,613 at September 30, 2007 and $159,819 at June 30, 2007.  Servicing rights associated with the serviced loans totaled $7,087 at September 30, 2007 and $2,145 at June 30, 2007.

Activity in the allowance for loan losses is summarized as follows.

	Three Months Ended
	September 30,
	2007			2006
Balance at beginning of period	$	664,800		$	893,600
Provision for losses		85,489			(47,952	)
Charge-offs		(2,827	)		(6,000	)
Recoveries		1,538			352
Balance at end of period	$	749,000		$	840,000

(Continued)

11.

PEOPLES-SIDNEY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 – LOANS (Continued)

Impaired loans were as follows.

	September 30,		June 30,
	2007		2007
Period-end impaired loans with no allowance for loan losses allocated	$	--	$	--
Period-end impaired loans with allowance for loan losses allocated		380,000		246,000
Amount of the allowance allocated to impaired loans		124,000		35,000

	Three Months Ended
	September 30,
	2007		2006
Average of impaired loans during the period	$	470,000	$	167,000
Interest income recognized during the period		13,007		1,699
Cash-basis interest income recognized		13,007		1,699

Nonperforming loans were as follows.

	September 30,		June 30,
	2007		2007
Loans past due over 90 days still on accrual	$	401,000	$	69,000
Nonaccrual loans		1,541,000		1,772,000

Nonperforming loans include smaller balance homogeneous loans, such as residential mortgage and consumer loans that are collectively evaluated for impairment and individually classified impaired loans.

(Continued)

12.

PEOPLES-SIDNEY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 4 - BORROWED FUNDS

At September 30, 2007 and June 30, 2007, the Association had a cash management line of credit enabling it to borrow up to $8,000,000 from the Federal Home Loan Bank of Cincinnati (“FHLB”).  The Association has the option of selecting a variable rate of interest for up to 90 days or a fixed rate for a maximum of 30 days on the cash management advances.  The line of credit must be renewed on an annual basis.  There were no outstanding borrowings on this line of credit at September 30, 2007 and June 30, 2007.

As a member of the FHLB system, the Association has the ability to obtain borrowings up to a maximum total of $59.3 million including the cash management line of credit as of September 30, 2007.  Advances from the Federal Home Loan Bank were as follows.

	September 30,		June 30,
	2007		2007
4.88% FHLB fixed-rate advance, due January 25, 2008		2,000,000		2,000,000
6.13% FHLB fixed-rate advance, due June 25, 2008		7,000,000		7,000,000
5.16% FHLB fixed-rate advance, due March 13, 2009		3,000,000		3,000,000
6.00% FHLB convertible advance, fixed-rate until December 2007, due June 11, 2009		5,000,000		5,000,000
4.42% FHLB fixed-rate advance, due July 9, 2010		2,000,000		2,000,000
6.27% FHLB convertible advance, fixed-rate until December 2007, due September 8, 2010		5,000,000		5,000,000
5.12% FHLB fixed-rate advance, due October 31, 2011		5,000,000		5,000,000
5.30% select pay mortgage-matched advance, final maturity May 1, 2011		456,159		484,157
5.35% select pay mortgage-matched advance, final maturity July 1, 2011		951,012		1,118,371
3.92% select pay mortgage-matched advance, final maturity November 1, 2012		460,417		480,421
3.55% select pay mortgage-matched advance, final maturity March 1, 2013		593,495		617,819
4.10% select pay mortgage-matched advance, final maturity March 1, 2015		503,660		517,930
4.09% select pay mortgage-matched advance, final maturity November 1, 2017		486,696		496,302
3.31% select pay mortgage-matched advance, final maturity April 1, 2019		499,727		508,543
4.72% select pay mortgage-matched advance, final maturity November 1, 2022		2,044,419		2,067,366
4.38% select pay mortgage-matched advance, final maturity December 1, 2022		679,979		687,777
3.92% select pay mortgage-matched advance, final maturity December 1, 2022		543,217		549,696
3.64% select pay mortgage-matched advance, final maturity March 1, 2023		1,641,028		1,660,648
	$	37,859,809	$	38,189,030

Advances under the borrowing agreements are collateralized by a blanket pledge of the Association’s residential mortgage loan portfolio and its FHLB stock.

(Continued)

13.

PEOPLES-SIDNEY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 4 - BORROWED FUNDS (Continued)

The interest rates on the convertible advances are fixed for a specified number of years, then convertible to a variable rate at the option of the FHLB.  If the convertible option is exercised, the advance may be prepaid without prepayment fee.  The select pay mortgage-matched advances require monthly principal and interest payments and annual additional principal payments.

Maturities of FHLB advances for the next five years and thereafter were as follows.

Year ended September 30,
2008	$	10,560,361
2009		9,378,268
2010		8,221,737
2011		1,026,558
2012		5,724,176
Thereafter		2,948,709
	$	37,859,809

NOTE 5 - OFF-BALANCE-SHEET ACTIVITIES

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated.  Management does not believe there now are such matters that will have a material effect on the financial statements.

Some financial instruments, such as loan commitments, credit lines, letters of credit and overdraft protection, are issued to meet customer financing needs.  These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates.  Commitments may expire without being used.  Off-balance-sheet risk of credit loss exists up to the face amount of these instruments, although material losses are not anticipated.  The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

The contractual amount of financial instruments with off-balance-sheet risk was as follows.

	September 30,		June 30,
	2007		2007
1-4 family residential real estate – fixed rate	$	176,000	$	219,000
1-4 family residential real estate – variable rate		442,000		366,000
Commercial real estate – fixed rate		364,000		232,000
Commercial lines of credit – variable rate		5,281,000		5,324,000
Home equity lines of credit – variable rate		882,000		974,000

The interest rate on fixed-rate commitments were 7.25 to 7.75% at September 30, 2007 and 7.25% to 8.13% at June 30, 2007.  Commitments to make loans are generally made for a period of 30 days or less.  The maximum maturity for fixed-rate commitments range from 10 years to 20 years.

At September 30, 2007 and June 30, 2007, the Corporation was required to have $214,000 and $295,000 on deposit with its correspondent banks as a compensating clearing requirement.

(Continued)

14.

PEOPLES-SIDNEY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 5 - OFF-BALANCE-SHEET ACTIVITIES (Continued)

The Corporation entered into employment agreements with certain of its officers.  The agreements provide for a term of one to three years and a salary and performance review by the Board of Directors not less often than annually, as well as inclusion of the employee in any formally established employee benefit, bonus, pension and profit-sharing plans for which management personnel are eligible.  The agreements provide for extensions for a period of one year on each annual anniversary date, subject to review and approval of the extension by disinterested members of the Board of Directors of the Association.  The employment agreements also provide for vacation and sick leave.

The Association entered into a five-year lease for a branch in the Super Wal-Mart in Sidney that commenced in June 2001.  The lease term was renewed for five years at $39,750 annually.  The lease has another five-year renewal option at $49,688 annually.

NOTE 6 – EARNINGS PER SHARE

The factors used in the earnings per share computation follow.

	Three Months Ended
	September 30,
	2007			2006
Basic Earnings Per Common Share
Net income	$	210,621		$	289,487
Weighted average common shares outstanding		1,361,048			1,386,636
Less:  Average unallocated ESOP shares		(27,125	)		(37,669	)
Weighted average common shares outstanding for basic earnings per common share		1,333,923			1,348,967
Basic earnings per common share	$	0.16		$	0.21
Diluted Earnings Per Common Share
Net income	$	210,621		$	289,487
Weighted average common shares outstanding for basic earnings per common share		1,333,923			1,348,967
Add:  Dilutive effects of assumed exercises of stock options		--			--
Weighted average common shares and dilutive potential common shares outstanding		1,333,923			1,348,967
Diluted earnings per common share	$	0.16		$	0.21
Average stock options not considered in calculation because they were not dilutive		119,972			128,898

15.

PEOPLES-SIDNEY FINANCIAL CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Unaudited)

Item 2.  Management’s Discussion and Analysis

Introduction

In the following pages, management presents an analysis of the consolidated financial condition of the Corporation as of September 30, 2007, compared to June 30, 2007, and results of operations for the three months ended September 30, 2007, compared with the same period in 2006.  This discussion is designed to provide a more comprehensive review of operating results and financial position than could be obtained from an examination of the consolidated financial statements alone.  This analysis should be read in conjunction with the interim consolidated financial statements and related footnotes included herein.

Overview and Outlook

Currently, the Open Market Committee of the Federal Reserve System has responded to economic conditions by lowering the Fed funds rate.  The two recent decreases of 0.50% and 0.25% should have a positive effect.  Locally, the depressed housing market still exists with properties taking longer periods of time to sell.  The short-term interest rates have responded to market conditions, however long-term rates have not seen much decline as of yet.

Attracting savings deposits remains an issue for financial institutions throughout the country and our institution is no different.  With higher fuel costs and upcoming higher heating costs, customers remain “pinched” as to disposable income and find saving money difficult.  We expect this scenario to continue throughout the balance of 2007.

Forward-Looking Statements

When used in this filing or future filings by the Corporation with the Securities and Exchange Commission, or other public or shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “believe” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  The Corporation wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and to advise readers that various factors, including but not limited to regional and national economic conditions, changes in levels of market interest rates, credit risks of lending activities and competitive and regulatory factors, could affect the Corporation’s financial performance and could cause the Corporation’s actual results for future periods to differ materially from those anticipated or projected.

The Corporation does not undertake, and specifically disclaims, any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

Financial Condition

Total assets at September 30, 2007 were $136.3 million compared to $138.3 million at June 30, 2007, a decrease of $2.0 million.  The decrease in total assets was primarily due to a decrease in cash and cash equivalents of $1.7 million, coupled with a decrease of $0.6 million in loans.

Cash and cash equivalents decreased $1.7 million from $7.2 million at June 30, 2007 to $5.5 million at September 30, 2007.  The decrease was primarily attributed to a decrease of $2.0 million in overnight deposits partially offset by a combined increase of $0.3 million in interest-bearing deposits that we hold in other financial institutions and cash and due from other financial institutions.  The decrease in cash and equivalents resulted from a decrease in deposits.

(Continued)

16.

PEOPLES-SIDNEY FINANCIAL CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Unaudited)

The securities portfolio, which is classified as available for sale, increased $83,000 from $4,848,000 at June 30, 2007 to $4,931,000 at September 30, 2007.  The increase is due to an increase in the fair value of the securities during the reporting period.  See Note 2 of Notes to Consolidated Financial Statements.

Total loans decreased $0.6 million from $121.5 million at June 30, 2007 to $120.9 million at September 30, 2007.  The most significant changes occurred in one- to four-family residential loans, which decreased $1.1 million partially offset by an increase of $0.6 million in commercial real estate loans.  The remaining loan categories had nominal changes that combined for a net increase of $11,000.  The decrease in the loan portfolio resulted primarily from the general slow down in the residential housing market.  The increase in commercial real estate resulted primarily from increased activity in agricultural farm loans.  See Note 3 of Notes to Consolidated Financial Statements.

Premises and equipment decreased $34,000 from $1,864,000 at June 30, 2007 to $1,830,000 at September 30, 2007.  This decrease resulted from normal depreciation of existing assets partially offset by equipment purchases and routine improvements to the office building.

Other real estate owned increased $85,000 to $228,000 at September 30, 2007 as a result of the addition of a one- to four-family residential property acquired through foreclosure during the recent three-month period.  Offsetting this increase was the sale of a one-to four-family residential property that was purchased at sheriff’s sale during fiscal 2007.  The sale resulted in a gain of $4,600.

Total deposits decreased $1.7 million from $82.5 million at June 30, 2007 to $80.8 million at September 30, 2007.  The most significant changes occurred in money market accounts, which decreased $1.5 million.  NOW and savings accounts decreased $282,000 and $264,000, respectively and commercial checking accounts also decreased $84,000.  The only increase in deposits occurred in certificate accounts, which increased $466,000.  Local competition, the attractiveness of the stock market and economic demands continue to limit the availability of deposit funds.

Borrowed funds decreased $0.3 million from $38.2 million at June 30, 2007 to $37.9 million at September 30, 2007.  This decrease was the result the scheduled repayments of mortgage-matched advances.  Borrowed funds represent a significant portion of our liabilities, and we expect this mix of deposits and borrowed funds will continue for the foreseeable future.  See Note 5 of Notes to Consolidated Financial Statements.

(Continued)

17.

PEOPLES-SIDNEY FINANCIAL CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Unaudited)

Results of Operations

Our operating results are affected by general economic conditions, monetary and fiscal policies of federal agencies and regulatory policies of agencies that regulate financial institutions.  Our cost of funds is influenced by interest rates on competing investments and general market rates of interest.  All these factors affect the demand for real estate loans and other types of loans, which directly influence the volume of our lending activities.

Our net income is dependent on net interest income, which is the difference between interest income earned on interest-earning assets, such as loans and securities and interest expense incurred on interest-bearing liabilities, such as deposits and borrowings.  The level of net interest income is dependent on the interest rate environment and volume and composition of interest-earning assets and interest-bearing liabilities.  Net income is also affected by provisions for loan losses, service charges, gains on the sale of assets and other income, noninterest expense and income taxes.

Three Months Ended September 30, 2007 Compared to the Three Months Ended September 30, 2006

Net Income.  The Corporation earned net income of $211,000 for the three months ended September 30, 2007 compared to $289,000 for the three months ended September 30, 2006.  Increased provision for loan losses caused the decline in net income.  Various components of our income statement are discussed as follows.

Net Interest Income.  Net interest income totaled $1,177,000 for the three months ended September 30, 2007 compared to $1,183,000 for the three months ended September 30, 2006, representing a decrease of $6,000.  The decrease was the result of a decrease in the total of average net earning assets coupled with a slight decrease in the net interest rate spread between interest earning assets and interest bearing liabilities during the current period.  This resulted in a greater increase in interest expense as compared to the increase in interest income.

Interest and fees on loans increased $34,000 from $2,100,000 for the three months ended September 30, 2006 to $2,134,000 for the three months ended September 30, 2007.  The increase in interest income was due primarily to an increase in the average yield earned partially offset by a lower average balance of loans.  The average balance of loans decreased to $121.1 million with an average yield of 7.05% for the three months ended September 30, 2007 compared to an average balance of $124.0 million with an average yield of 6.78% for the same three month period last year.

Interest on securities increased $2,000 due to an increase in the average yield earned during the current period.  Interest on demand, time and overnight deposits increased $25,000 to $53,000 for the three months ended September 30, 2007 as compared to $28,000 for the same period last year.  The increase in interest earned on deposits with other financial institutions was the result of an increase in the average balance coupled with a higher average yield earned on such deposits.

Dividends on FHLB stock increased $4,000 over the comparable period due to an increase in the dividend rate paid by the FHLB coupled with a higher average balance.

Interest paid on deposits increased $94,000 from $495,000 for the three months ended September 30, 2006 to $589,000 for the three months ended September 30, 2007.  The increase resulted from an increase in the average interest rate paid on deposits coupled with an increase in the average balance of deposits.  The average balance of deposits for the three months ended September 30, 2007 was $80.4 million at an average cost of 2.91% compared to an average balance of $79.8 million at an average cost of 2.46% for the three months ended September 30, 2006.

(Continued)

18.

PEOPLES-SIDNEY FINANCIAL CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Unaudited)

Interest paid on borrowed funds totaled $509,000 for the three months ended September 30, 2007 compared to $531,000 for the three months ended September 30, 2006.  The decrease of $22,000 in interest expense on borrowed funds resulted from a decrease in the average balance of borrowed funds.  The average balance of borrowed funds for the three months ended September 30, 2007 was $37.9 million at an average cost of 5.32% compared to an average balance of $39.6 million at an average cost of 5.31% for the three months ended September 30, 2006.

Provision for Loan Losses.  The Corporation maintains an allowance for loan losses in an amount that, in management’s judgment, is adequate to absorb probable losses in the loan portfolio.  While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors, including the performance of the Corporation’s loan portfolio, the economy, changes in real estate values and interest rates and the view of the regulatory authorities toward loan classifications.  The provision for loan losses is determined by management as the amount to be added to the allowance for loan losses after net charge-offs have been deducted to bring the allowance to a level that is considered adequate to absorb probable incurred losses in the loan portfolio.  The amount of the provision is based on management’s monthly review of the loan portfolio and consideration of such factors as historical loss experience, general prevailing economic conditions, changes in the size and composition of the loan portfolio and specific borrower considerations, including the ability of the borrower to repay the loan and the estimated value of the underlying collateral.

The provision for loan losses increased $133,000 from a negative provision of $48,000 for the three months ended September 30, 2006 to a provision of $85,000 for the three months ended September 30, 2007.  The negative provision in the prior year quarter was primarily the result of the positive resolution of a commercial loan that had a specific loss allocation of $80,000 at June 30, 2006.  The majority of the increase in the provision for loan losses in the current year quarter is largely due to increases in specific allocations on impaired loans.  The remaining amount recorded for provision for loan losses in the current year quarter was due to an overall increase in nonperforming loans since June 30, 2007.  The level of nonperforming loans at September 30, 2007 was $1,942,000 compared to $1,867,000 at September 30, 2006.  The allowance for loan losses totaled $749,000, or 0.62% of gross loans receivable net of deferred loan origination fees and 38.6% of total nonperforming loans at September 30, 2007.  This compares to $840,000, or 0.67% of gross loans receivable, net of deferred loan origination fees and 45.0% of total nonperforming loans at September 30, 2006.  Overall, the Corporation’s charge-off history remains modest and is the product of a variety of factors, including the Corporation’s underwriting guidelines, which generally require a loan-to-value or projected completed value ratio of 80% for purchase or construction of one- to four-family residential properties and 75% for commercial real estate and land loans, established income information and defined ratios of debt to income.

Noninterest income.  Noninterest income, which includes service fees, other miscellaneous income, the net gain or loss on the sale of real estate owned and mortgage banking income, increased $10,000 from $32,000 for the three months ended September 30, 2006 to $42,000 for the three months ended September 30, 2007.  This is primarily due to an increase of $10,000 in mortgage banking income over the same period last year since the Corporation did not begin selling loans in the secondary market until January 2007.

Noninterest expense.  Noninterest expense totaled $806,000 for the three months ended September 30, 2007 compared to $816,000 for the three months ended September 30, 2006, a decrease of $10,000.  The most significant change occurred in computer processing expense, which decreased $10,000 primarily due to a decrease in ATM processing expense.

Income Tax Expense.  Income tax expense totaled $118,000 for the three-month period ended September 30, 2007 and $158,000 for the three-month period ended September 30, 2006.  The decrease in income tax is reflective of a decrease in income before income taxes for the current period.  The effective tax rate was 35.8% and 35.2% for the three months ended September 30, 2007 and 2006.

(Continued)

19.

PEOPLES-SIDNEY FINANCIAL CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Unaudited)

Liquidity and Capital Resources

The Corporation’s liquidity, primarily represented by cash and cash equivalents, is a result of operating, investing and financing activities.  These activities are summarized below for the three months ended September 30, 2007 and 2006.

	Three Months
	Ended September 30,
	2007			2006
	(Dollars in thousands)
Net income	$	211		$	289
Adjustments to reconcile net income to net cash from operating activities		(87	)		(3	)
Net cash from operating activities		124			286
Net cash from investing activities		385			83
Net cash from financing activities		(2,200	)		358
Net change in cash and cash equivalents		(1,691	)		727
Cash and cash equivalents at beginning of period		7,182			4,715
Cash and cash equivalents at end of period	$	5,491		$	5,442

The Corporation’s principal sources of funds are deposits, borrowings, loan repayments, maturities of securities and other funds provided by operations.  While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and early loan prepayments are influenced by interest rates, general economic conditions and competition and therefore are somewhat less predictable.  The Corporation maintains investments in liquid assets based on management’s assessment of the (1) need for funds, (2) expected deposit flows, (3) yields available on short-term liquid assets and (4) objectives of the asset/liability management program.  Management believes that loan repayments and other sources of funds will be adequate to meet the Corporation’s foreseeable liquidity needs.

The Corporation also has the ability to borrow from the FHLB up to a maximum total of $59.3 million including the cash management line of credit.  See Note 5 of the Notes to Consolidated Financial Statements for a detail of the Corporation’s borrowings from the FHLB at September 30, 2007.

At September 30, 2007, the Corporation had commitments to originate fixed-rate loans totaling $540,000 and variable-rate loans totaling $442,000.  Loan commitments are generally extended for 30 days.  See Note 6 of the Notes to Consolidated Financial Statements for a detail of the Corporation’s loan commitments at September 30, 2007.  The Office of Thrift Supervision regulations require the Corporation’s insured subsidiary to maintain a safe and sound level of liquid assets.  The Corporation considers its liquidity sufficient to meet its outstanding short and long-term needs.

(Continued)

20.

PEOPLES-SIDNEY FINANCIAL CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Unaudited)

The Association is subject to various regulatory capital requirements administered by the federal regulatory agencies.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Association must meet specific capital guidelines that involve quantitative measures of the Association’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices.  Capital amounts and classifications are also subject to qualitative judgments by the regulators.  Failure to meet minimum capital requirements can result in regulatory action.

Prompt corrective action regulations provide five classifications: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition.  If adequately capitalized, regulatory approval is required to accept brokered deposits.  If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.

At September 30, 2007 and June 30, 2007, management believes the Association complies with all regulatory capital requirements, and is considered well-capitalized under the Federal Deposit Insurance Act.  To the best of management’s knowledge, no conditions or events have occurred subsequent to the last notification by regulators that management believes would have changed the Association’s category.

At September 30, 2007 and June 30, 2007, the Association’s actual capital levels, minimum required levels and levels to be considered “well-capitalized” were as follows.

	Actual					For Capital Adequacy Purposes					To Be Well-Capitalized Under Prompt Corrective Action Regulations
	Amount		Ratio			Amount		Ratio			Amount		Ratio
						(Dollars in Thousands)
September 30, 2007
Total capital to risk-weighted assets	$	14,321		16.6	%	$	6,916		8.0	%	$	8,645		10.0	%
Tier 1 (core) capital to risk-weighted assets		13,834		16.0			3,458		4.0			5,187		6.0
Tier 1 (core) capital to adjusted total assets		13,834		10.1			5,457		4.0			6,821		5.0
Tangible capital to adjusted total assets		13,834		10.1			2,046		1.5		N/A
June 30, 2007
Total capital to risk-weighted assets	$	13,989		16.1	%	$	6,930		8.0	%	$	8,663		10.0	%
Tier 1 (core) capital to risk-weighted assets		13,572		15.7			3,465		4.0			5,198		6.0
Tier 1 (core) capital to adjusted total assets		13,572		9.8			5,541		4.0			6,926		5.0
Tangible capital to adjusted total assets		13,572		9.8			2,078		1.5		N/A

21.

PEOPLES-SIDNEY FINANCIAL CORPORATION

CONTROLS AND PROCEDURES

Item 3.  Controls and Procedures

Any control system, no matter how well designed and operated, can provide only reasonable (not absolute) assurance that its objectives will be met.  Furthermore, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Disclosure Controls

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as such term is defined in Rules 13a – 15(e) and 15d – 15(e) of the Securities Exchange Act of 1934 (Exchange Act) as of the end of the period covered by the report.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2007 our disclosure controls and procedures were effective to provide reasonable assurance that (i) the information required to be disclosed by us in this Report was recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

22.

PEOPLES-SIDNEY FINANCIAL CORPORATION

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business, which, in the aggregate, involved amounts which are believed to be immaterial to the consolidated financial condition and operations of the Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5.   Other Information

None.

Item 6. Exhibits

(a) (1) Exhibit 11: Computation of Earnings per Share

(2) Exhibits 31.1 and 31.2: Section 302 Certifications

(3) Exhibit 32: Section 906 Certifications

All other Exhibits previously filed

23.

PEOPLES-SIDNEY FINANCIAL CORPORATION

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the small business issuer has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:	November 14, 2007	/s/ Douglas Stewart
		Douglas Stewart
		President and Chief Executive Officer

Date:	November 14, 2007	/s/ Debra Geuy
		Debra Geuy
		Chief Financial Officer

24.

PEOPLES-SIDNEY FINANCIAL CORPORATION

INDEX TO EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
3.1	Articles of Incorporation of Peoples-Sidney Financial Corporation	Incorporated by reference to the Registration Statement on Form S-1 filed by Peoples-Sidney Financial Corporation on January 27, 1997 (the “S-1”) with the Securities and Exchange Commission (the “SEC”), Exhibit 3.1.
3.2	Bylaws of Peoples-Sidney Financial Corporation	Incorporated by reference to the S-1, Exhibit 3.2.
10.1	Employee Stock Ownership Plan	Incorporated by reference to the S-1, Exhibit 10.1
10.2	Form of Employment Agreement with Douglas Stewart	Incorporated by Pre-Effective Amendment No. 1 to the S-1 filed with the SEC on March 12, 1997, Exhibit 10.2
10.3	Form of Employment Agreements with David R. Fogt, Gary N. Fullenkamp and Debra A. Geuy	Incorporated by Pre-Effective Amendment No. 1 to the S-1 filed with the SEC on March 12, 1997, Exhibit 10.3
10.4	Form of Severance Agreement with Steve Goins	Incorporated by Pre-Effective Amendment No. 1 to the S-1 filed with the SEC on March 12, 1997, Exhibit 10.4
10.5	401 (k) Plan	Incorporated by Pre-Effective Amendment No. 1 to the S-1 filed with the SEC on March 12, 1997, Exhibit 10.5
10.6	Peoples-Sidney Financial Corporation Amended and Restated 1998 Stock Option and Incentive Plan	Filed as an exhibit to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999 (File No. 0-22223) and incorporate herein by reference.
10.7	Peoples-Sidney Financial Corporation Amended and Restated 1998 Management Recognition Plan	Filed as an exhibit to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999 (File No. 0-22223) and incorporate herein by reference.
11	Statement Regarding Computation of Earnings per Share	See Notes 1 and 6 to the consolidated financial statements, which are incorporated herein by reference.
31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certifications of the Chief Executive Officer and the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 25.