UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 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 number 0-12510
---------------------
MARATHON BANCORP
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-3770539
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(State or other jurisdiction of incorporation) (I.R.S. Employer Identification
No.)
11150 West Olympic Boulevard, Los Angeles, CA 90064
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 996-9100
-----------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
---
As of May 1, 2002, there were 3,853,019 shares of no par Common Stock
issued and outstanding.
Consolidated Statements of Financial Condition
Marathon Bancorp and Subsidiary
MARCH 31, December 31,
ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2002 2001
------------------- -----------------
Cash and Due From Banks. . . . . . . . . . . . . . . . . . . . . $ 7,183,000 $ 4,291,000
Federal Funds Sold . . . . . . . . . . . . . . . . . . . . . . . 675,000 2,905,000
------------------- -----------------
TOTAL CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . 7,858,000 7,196,000
Investment Securities
Securities Available for Sale . . . . . . . . . . . . . . . . 13,788,000 16,368,000
Securities Held to Maturity . . . . . . . . . . . . . . . . . 12,554,000 12,918,000
------------------- -----------------
TOTAL INVESTMENT SECURITIES . . . . . . . . . . . . . . . 26,342,000 29,286,000
Federal Home Loan Bank and Federal Reserve Bank Stock, at cost . 443,000 426,000
Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,197,000 60,988,000
Less Allowance for Credit Losses. . . . . . . . . . . . . . . ( 1,133,000) ( 1,082,000)
------------------- -----------------
NET LOANS. . . . . . . . . . . . . . . . . . . . . . . . 69,064,000 59,906,000
Premises and Equipment . . . . . . . . . . . . . . . . . . . . . 212,000 231,000
Cash Surrender Value of Life Insurance . . . . . . . . . . . . . 3,905,000 3,855,000
Accrued Interest and Other Assets. . . . . . . . . . . . . . . . 1,480,000 1,439,000
------------------- -----------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . $ 109,304,000 $ 102,339,000
=================== =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest-Bearing Demand. . . . . . . . . . . . . . . . . . $ 34,647,000 $ 27,859,000
Interest-Bearing Demand . . . . . . . . . . . . . . . . . . . 3,803,000 3,504,000
Money Market and Savings. . . . . . . . . . . . . . . . . . . 39,475,000 38,211,000
Time Deposits Under $100,000. . . . . . . . . . . . . . . . . 6,425,000 6,963,000
Time Deposits $100,000 and Over . . . . . . . . . . . . . . . 10,658,000 13,111,000
------------------- -----------------
TOTAL DEPOSITS . . . . . . . . . . . . . . . . . . . . . 95,008,000 89,648,000
Accrued Interest and Other Liabilities . . . . . . . . . . . . . 864,000 899,000
Federal Home Loan Bank Advance . . . . . . . . . . . . . . . . . 1,500,000 -
------------------- -----------------
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . 97,372,000 90,547,000
Shareholders' Equity
Preferred Shares - No Par Value, 1,000,000 Shares Authorized,
No Shares Issued and Outstanding . . . . . . . . . . . . . - -
Common Shares - No Par Value, 9,000,000 Shares Authorized,
Issued and Outstanding:3,853,019 at March 31,2002 and
3,852,819 at December 31, 2001 . . . . . . . . . . . . . . 13,714,000 13,713,000
Accumulated Deficit . . . . . . . . . . . . . . . . . . . . . ( 1,770,000) ( 2,168,000)
Accumulated Other Comprehensive Income - Net Unrealized
Gains (Losses) on Securities Available for Sale . . . . . ( 12,000) 247,000
------------------- -----------------
TOTAL SHAREHOLDERS' EQUITY . . . . . . . . . . . . . . . 11,932,000 11,792,000
------------------- -----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY . . . . . . . $ 109,304,000 $ 102,339,000
=================== =================
See accompanying notes to consolidated financial statements
2
Consolidated Statements of Operations
Marathon Bancorp and Subsidiary
Three Months Ended
2002 2001
------------------- ----------------
INTEREST INCOME
Interest and Fees on Loans. . . . . . . . . . . . . $ 1,225,000 $ 1,262,000
Interest on Investment Securities - Taxable . . . . 374,000 393,000
Other Interest Income . . . . . . . . . . . . . . . 20,000 82,000
------------------- ----------------
TOTAL INTEREST INCOME . . . . . . . . . . . . . . 1,619,000 1,737,000
INTEREST EXPENSE
Interest on Demand Deposits . . . . . . . . . . . . 10,000 8,000
Interest on Money Market and Savings. . . . . . . . 182,000 245,000
Interest on Time Deposits . . . . . . . . . . . . . 136,000 327,000
Other Interest Expense. . . . . . . . . . . . . . . 1,000 2,000
------------------- ----------------
TOTAL INTEREST EXPENSE. . . . . . . . . . . . . . 329,000 582,000
------------------- ----------------
NET INTEREST INCOME . . . . . . . . . . . . . . . . . . 1,290,000 1,155,000
Provision for Credit Losses . . . . . . . . . . . . . . 30,000 -
------------------- ----------------
NET INTEREST INCOME AFTER
PROVISION FOR CREDIT LOSSES. . . . . . . . . . . . . 1,260,000 1,155,000
NONINTEREST INCOME
Service Charges and Fees on Deposits. . . . . . . . 132,000 85,000
Dividends on Cash Surrender Value of Life Insurance 56,000 51,000
Gain (Loss) Sale of Securities. . . . . . . . . . . 62,000 4,000
Other Noninterest Income. . . . . . . . . . . . . . 30,000 47,000
------------------- ----------------
TOTAL NONINTEREST INCOME. . . . . . . . . . . . . 280,000 187,000
NONINTEREST EXPENSE
Salaries and Employee Benefits. . . . . . . . . . . 573,000 587,000
Occupancy Expenses. . . . . . . . . . . . . . . . . 142,000 140,000
Furniture and Equipment . . . . . . . . . . . . . . 26,000 24,000
Professional Services . . . . . . . . . . . . . . . 42,000 30,000
Business Promotion. . . . . . . . . . . . . . . . . 6,000 16,000
Stationery and Supplies . . . . . . . . . . . . . . 13,000 10,000
Data Processing Services. . . . . . . . . . . . . . 72,000 71,000
Customer Related Expenses . . . . . . . . . . . . . 61,000 84,000
Insurance and Assessments . . . . . . . . . . . . . 31,000 35,000
Legal Fees and Costs. . . . . . . . . . . . . . . . 54,000 25,000
Other Expenses. . . . . . . . . . . . . . . . . . . 76,000 69,000
------------------- ----------------
TOTAL NONINTEREST EXPENSE . . . . . . . . . . . . 1,096,000 1,091,000
INCOME BEFORE INCOME TAXES. . . . . . . . . . . . . . . 444,000 251,000
Income Taxes (Benefit) . . . . . . . . . . . . . . . 45,000 ( 2,000)
------------------- ----------------
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . $ 399,000 $ 253,000
=================== ================
Per Share Data:
Net Income - Basic . . . . . . . . . . . . . . . . $ 0.10 $ 0.07
Net Income - Diluted . . . . . . . . . . . . . . . $ 0.10 $ 0.07
See accompanying notes to consolidated financial statements
3
Consolidated Statements of Cash Flows
Marathon Bancorp and Subsidiary
Three Months Ended March 31,
2002 2001
--------------------- -----------------
OPERATING ACTIVITIES
Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 399,000 $ 253,000
Adjustments to Reconcile Net Loss to Net Cash Provided
by Operating Activities:
Gain on sale of Investment Securities . . . . . . . . . . . . 62,000 -
Depreciation and Amortization . . . . . . . . . . . . . . . . 30,000 29,000
Provision for Credit Losses . . . . . . . . . . . . . . . . . 30,000 -
Net Amortization of Premiums and Discounts
on Investment Securities . . . . . . . . . . . . . . . . . ( 13,000) ( 45,000)
Net Change in Deferred Loan Origination Fees. . . . . . . . . 11,000 ( 68,000)
Net Increase in Cash Surrender Value of Life Insurance. . . . ( 50,000) ( 45,000)
Net Change in Accrued Interest, Other Assets
and Other Liabilities . . . . . . . . . . . . . . . . . . ( 75,000) 122,000
--------------------- -----------------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES . . . . . . . 394,000 246,000
INVESTING ACTIVITIES
Net Change in Interest-Bearing Deposits with Financial Institutions - ( 100,000)
Purchases of Available for Sale Securities . . . . . . . . . . . . ( 500,000) ( 8,503,000)
Purchases of Held to Maturity Securities. . . . . . . . . . . . . . ( 500,000) ( 1,730,000)
Proceeds from Maturities of Available for Sale Securities . . . . . 1,478,000 7,500,000
Proceeds from Maturities of Held to Maturity Securities . . . . . . 1,081,000 4,799,000
Proceeds from Sale of Available-for-Sale Securities . . . . . . . . 1,076,000 -
Purchase of Federal Home Loan & Federal Reserve Bank Stock. . . . . ( 17,000) ( 31,000)
Net Change in Loans . . . . . . . . . . . . . . . . . . . . . . . . ( 9,199,000) ( 2,146,000)
Purchase of Life Insurance. . . . . . . . . . . . . . . . . . . . . - -
Purchases of Furniture, Fixtures and Equipment. . . . . . . . . . . ( 12,000) ( 16,000)
----- --------------- -----------------
NET CASH (USED) BY INVESTING ACTIVITIES. . . . . . . . . . . . ( 6,593,000) ( 227,000)
FINANCING ACTIVITIES
Net Change in Demand Deposits, Money Market and Savings . . . . . . 8,351,000 ( 3,994,000)
Net Change in Time Deposits . . . . . . . . . . . . . . . . . . . . ( 2,991,000) 3,979,000
Net Change in Federal Home Loan Bank Advance. . . . . . . . . . . . 1,500,000 ( 1,800,000)
Proceeds from Exercise of Stock Options . . . . . . . . . . . . . . 1,000 31,000
--------------------- -----------------
NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES . . . . . . . 6,861,000 ( 1,784,000)
--------------------- -----------------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . 662,000 ( 1,765,000)
Cash and Cash Equivalents at Beginning of Year. . . . . . . . . . . 7,196,000 10,940,000
--------------------- -----------------
CASH AND CASH EQUIVALENTS AT END OF YEAR . . . . . . . . . . . . . . . $ 7,858,000 $ 9,175,000
===================== =================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 400,000 $ 704,000
Income Taxes Paid . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,000 $ 16,000
See accompanying notes to consolidated financial statements
4
Consolidated Statement of Equity
Marathon Bancorp and Subsidiary
Accumulated
Common shares Other
--------------------------- Comprehensive Accumulated Comprehensive
Shares Amount Income Deficit Income Total
--------------- ---------- ---------------- --------------- ----------- --------
BALANCE, JANUARY 1, 2002. 3,852,819 $ 13,713,000 $ ( 2,168,000) $ 247,000 $11,792,000
Exercise of Stock Options. 200 1,000 1,000
COMPREHENSIVE INCOME:
Net Income . . . . . . . . 399,000 399,000 399,000
Net Changes in Unrealized
Gain (Loss) on Available
for Sale Securities. . . ( 260,000) ( 260,000) (260,000)
---------------
TOTAL COMPREHENSIVE INCOME $ 139,000
===============
BALANCE, MARCH 31, 2002 3,853,019 $ 13,714,000 $ ( 1,769,000) $( 13,000) $11,932,000
=========== =============== ================ ========== ===========
See accompanying notes to consolidated financial statements
5
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION AND MANAGEMENT REPRESENTATIONS
The unaudited consolidated financial statements have been prepared in accordance
with the instructions to Form 10-QSB and, therefore, do not include all
footnotes normally required for complete financial disclosure. While the
Company believes that the disclosures presented are sufficient to make the
information not misleading, reference may be made to the consolidated financial
statements and notes thereto included in the Company's 2001 Annual Report on
Form 10-KSB.
The accompanying consolidated statements of financial condition and the related
consolidated statements of operations and cash flows reflect, in the opinion of
management, all material adjustments necessary for fair presentation of the
Company's financial position as of March 31, 2002 and December 31, 2001, results
of operations and changes in cash flows for the three-month period ended March
31, 2002 and 2001. The results of operations for the three-month period ended
March 31, 2002 are not necessarily indicative of what the results of operations
will be for the full year ending December 31, 2002.
(2) EARNINGS PER SHARE (EPS)
Basic EPS excludes dilution and is computed by dividing income available to
common stockholders by the weighted-average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity.
Accordingly, the weighted average number of shares used to compute the basic net
income per share were 3,852,846 and 3,842,123 respectively for the three-month
period ended March 31, 2002 and March 31, 2001. The weighted average number of
shares used to compute the diluted net income per share were 3,928,875 and
3,850,065 respectively for the three-month period ended March 31, 2002 and March
31, 2001, and did not change the earnings per share calculation.
The following discussion is intended to provide additional information about
Marathon Bancorp (the Company), its financial condition and results of
operations, which is not otherwise apparent from the consolidated financial
statements. Since Marathon National Bank (the Bank) represents a substantial
portion of the Company's activities and investments, the following relates
primarily to the financial condition and operations of the Bank. It should be
read in conjunction with the Company's 2001 Annual Report on Form 10-KSB.
6
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL HIGHLIGHTS OVERVIEW
Marathon Bancorp earnings increased 58% over the first quarter of 2001.
Earnings for the first quarter of 2002 were $399,000 compared to $253,000 earned
in the first quarter of 2001. Earnings per share improved to $0.10 compared to
$0.07 last year. Asset growth for the first quarter was 6.7% over yearend 2001.
Deposits increased 6.0% over yearend.
The Company earned a return on average assets of 1.52% compared to 1.11% for the
first quarter of 2001. Return on equity improved for the first quarter to
13.64% compared to 9.64% in the first quarter of 2001. The Company became fully
taxable for state income taxes in 2002 but will continue to be able to use tax
loss carryforwards for most of 2002 to offset federal income taxes.
RESULTS OF OPERATIONS
Net Interest Income
Net interest income increased $135,000 or 11.7% for the first quarter of 2002
compared to the first quarter of 2001. Interest income decrease in all
categories due to the decrease in interest rates during 2001. Prime lending
rate declined from 9.5% at the beginning of 2001 to 4.75% at the start of 2002.
The large growth in the loan portfolio helped to mitigate the decline in rates
to keep the interest and fees on loans to only $37,000. Investment securities
were increased in the beginning of 2001 when rates were higher and there has
only been one purchase in 2002.
Interest expense has deceased by $253,000 or 43.4% to help the Company to
maintain an acceptable interest margin on earnings assets. The net interest
margin for the first quarter of 2002 was 5.35% compared to the 5.41% for the
first quarter of 2001. Interest expense declined due to the decline in rates
but also due to a decline in time deposits over $100,000, which dropped from
$15.1 million at March 31, 2001 to $10.6 million at March 31, 2002. Deposit
growth was in noninterest-bearing deposits and money market deposits.
Noninterest Income
Noninterest income increased $93,000 or 49.7% for the first quarter of 2002
versus the first quarter of 2001. Service charges and fees on deposit accounts
increased 55.3% due mainly to an increase in income earned on analyzed business
accounts. This was caused by a reduction in the earnings credit applied to
these accounts due to the drop in interest rates. During the first quarter
of 2002, the Company sold a security for liquidity purposes and realized a
gain of $62,000. Other noninterest income declined as compared to the first
quarter of 2001.
Noninterest Expense
Noninterest expense increased only $5,000 as compared to the first quarter of
2001. Salaries and employee benefits declined $14,000 or 2.4%. Occupancy and
equipment costs increased $2,000 each. Professional services, office supplies,
legal costs and other expenses had moderate increases while business promotion,
customer related costs and insurance declined.
Legal fees and costs showed the largest increase $29,000 due to the fact that
the first quarter of 2001 had a number of legal fee recoveries on settlements on
old loan chargeoffs. Income taxes changed from a benefit of 2,000 in the first
quarter of 2001 to a cost of $45,000 in the first quarter of 2002. This is due
to the fact that the Company has used up its net operating loss carryforward for
state franchise taxes in the year 2001 and is now currently taxable for state
tax. We continue to still have some net operating loss for federal income taxes
that may cover earnings for the next two quarters.
7
Provision for Credit Losses:
Loans classified by the Bank as substandard or doubtful were $1,248,000 compared
to $1,410,000 at December 31, 2001. Nonperforming loans, which consist of loans
past due over 90 days plus loans on nonaccural, totaled $1,074,000 at March 31,
2002 compared to $1,151,000 at December 31, 2001. The Company continued to have
no other real estate owned. The ratio of reserve to outstanding loans at March
31, 2001 was 1.61% as compared to 1.77% at December 31, 2001.
The portfolio is analyzed for changes in the risk category ratings, criticized
and classified loans, loan personnel, delinquency trends and general economic
indicators. The risk aspects of the loan portfolio did not materially change
during the first quarter but the size of the portfolio did increase. Loan
portfolio increases came in the loans classified as low risk that did not
require a large increase in the reserve for loan losses. The economic
conditions appear to be improving and our classified loans and delinquencies
have declined. We also use a number of different statistical assessments such
as historical loss experience, migration analysis, trend analysis and peer
comparison to determine the correct level of the reserve.
During the first quarter, the Bank recorded no charge-offs while collecting
$21,000 in recoveries on loans previously charged off and made a provision to
the reserve of $30,000 during the quarter. The net increase in the reserve for
credit losses was $51,000.
Based upon the factors previously discussed and management's assessment of the
overall quality of the loan portfolio, management felt the current level in the
reserve for credit losses was adequate at March 31, 2002.
ASSETS AND LIABILITIES
The first quarter of 2002 showed significant growth in both loans and deposits.
Loans increased from $61.0 million to $70.2 a 15.1% increase. Commercial loans
and real estate construction loans were the areas of largest growth. Investment
securities decreased approximately $3 million to help fund the growth in the
loan portfolio.
Cash and due from financial institutions - with a balance of $7,183,000 - was
higher than normal on the last day of the quarter due to a large amount in
uncollected cash letters. The average cash and due from banks for the first
quarter of 2002 was $5,636,000 compared with $4,949,000 for the fourth quarter
of 2001. Federal funds sold was decreased during the first quarter to fund the
increase in the loan portfolio.
Deposits increased $8,360,000 or 9.3% during the first quarter of 2002.
Noninterest-bearing demand deposits was the category that increased the most
growing 24.4% from December 31, 2001. Since the first of the year money market
funds have remained fairly consistent and we have experienced a decline in time
certificates of deposit greater than $100,000. Customers have been reluctant to
reinvest maturing time certificates at the low yields available today.
The lease on the Company's head office and corporate space expires in August
2002 and the Company is currently in final negotiations with both the owner of
its current facility and other potential buildings and will sign a new lease in
the near future. The Company does not anticipate that the new lease will have a
material affect on earnings.
8
LIQUIDITY AND CAPITAL
Asset/Liability Management
Liquidity and asset/liability management is the responsibility of the Company's
Asset/Liability Committee (ALCO). They are responsible for managing the risks
associated with changing interest rates and their impact on earnings, as well
as, the liquidity needs of the Company within the guidelines of policy.
The ALCO monitors the Company's liquidity position continuously in relation to
trends in loans and deposits, and relates the data to short and long term
expectations. In order to serve customers effectively, funds must be available
to meet credit needs as well as withdrawals of deposited funds. Assets that are
normally considered liquid are federal funds sold, available for sale investment
securities, cash and due from banks, and securities purchased under agreements
to resell. The ratio of liquid assets to deposits was 22.8% as of March 31,
2002 and the loan to deposit ratio was 73.9%.
Interest rate risk management focuses on the maturity and repricing of
interest-bearing earning assets in relationship to the interest-bearing
liabilities that fund them. Net interest income can be vulnerable to
fluctuations arising from a change in the general level of interest rates to the
extent that the average yield on earning assets responds differently to such a
change than does the average cost of funds.
The Company measures interest rate sensitivity by distributing the maturities
and repricing periods of assets and supporting funding liabilities into interest
sensitivity periods, summarizing interest rate risk in terms of the resulting
interest sensitivity gaps. A positive gap indicates that more interest
sensitive assets than interest sensitive liabilities will be repriced during a
specified period, while a negative gap indicates the opposite condition.
It is the Bank's policy to maintain an adequate balance of rate sensitive assets
to rate sensitive liabilities that provides for good earnings but acceptable
interest rate risk. Due to the fact that the Bank has a large portfolio of
noninterest bearing demand deposits, the Company has historically been asset
sensitive with a positive gap. Our Company is currently asset sensitive and but
we have decreased its overall asset sensitivity during the last twelve-month
period. The Company had a positive cumulative gap as a percent of total assets
at March 31, 2002 of 13.1%.
Capital
First quarter shareholder's equity increased from December 31, 2001 by $140,000.
The change in net unrealized gain/loss on securities available-for-sale
decreased $260,000 limiting the overall increase in equity. The exercise of
stock options provided $1,000 in additional capital.
The Bank is required to meet certain minimum risk-based capital guidelines and
leverage ratios promulgated by the bank regulatory authorities. The risk based
capital standards establish capital requirements that are more sensitive to risk
differences between various assets, consider off balance sheet activities in
assessing capital adequacy, and minimize the disincentives to holding liquid,
low risk assets. The leverage ratio consists of tangible Tier 1 capital divided
by average total assets.
The adequately capitalized risk-based capital ratio required by the federal
regulators is 8.0 percent and the well-capitalized ratio is 10.0 percent. The
Tier I capital to risk-weighted assets (leverage ratio) required by the federal
regulators is 4.0 percent and 6.0 percent to be well-capitalized. At March 31,
2002 the Company continues to be well-capitalized with the risk based capital
ratio at 14.4 percent and the leverage ratio at 11.1 percent.
9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
None.
10
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MARATHON BANCORP
Date: May 10, 2002 /s/ Craig D. Collette
-------------------
Craig D. Collette
President and Chief Executive
Officer
/s/ Howard J. Stanke
------------------
Howard J. Stanke
Executive Vice President and
Chief Financial Officer
11