FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to __________
Commission File No. 0-20380
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FIRST FEDERAL BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Ohio 31-1341110
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
505 Market Street
Zanesville, Ohio 43701
- --------------------- ----------
(Address of principal (Zip Code)
executive office)
Registrant's telephone number, including area code: (740) 588-2222
As of July 31, 2002, the latest practicable date, 3,292,455 shares of the
registrant's common stock, no par value, were issued and outstanding.
1
FIRST FEDERAL BANCORP, INC.
INDEX
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PART I FINANCIAL INFORMATION PAGE
----
Consolidated Statements of Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II OTHER INFORMATION 10
SIGNATURES 11
2
PART I
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FINANCIAL INFORMATION
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First Federal Bancorp, Inc.
CONSOLIDATED BALANCE SHEETS
At June 30 At Sept. 30
2002 2001
----------- ------------
(unaudited)
<s> <c> <c>
ASSETS
Cash and amounts due from banks $ 4,750,553 $ 4,996,134
Interest-bearing demand deposits 1,500,000 1,500,000
----------------------------
Cash and cash equivalents $ 6,250,553 $ 6,496,134
Interest-bearing deposits 398,000 996,000
Investment securities held to maturity
(Fair value - $10,748,000 in 6/02 and
$10,921,000 in 9/01) 10,637,716 10,774,966
Loans receivable, net of allowance of
$1,642,587 and $1,605,000 196,642,536 203,403,831
Federal Home Loan Bank stock 4,537,000 4,374,100
Premises and equipment 6,772,405 6,369,719
Interest receivable 1,332,299 1,342,548
Other assets 1,384,181 1,011,679
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Total Assets $227,954,690 $234,768,977
============================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits $154,728,772 $146,250,668
Short-term FHLB advances 7,356,000 28,840,000
Long-term debt 42,944,880 37,956,039
Interest payable 368,846 522,966
Other liabilities 1,062,283 1,223,360
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Total Liabilities $206,460,781 $214,793,033
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COMMITMENTS AND CONTINGENCIES
Stockholders' Equity
Preferred stock: $100 par value;
1,000,000 shares authorized; no
shares issued and outstanding
Common stock: no par value;
9,000,000 shares authorized;
3,303,400 shares issued;
3,292,455 shares outstanding in
06/02 and 3,124,941 in 9/01 $ 3,823,153 3,743,514
Retained earnings 17,747,271 17,170,780
Treasury shares, 10,945 shares in
06/02 and 178,459 in 9/01, at cost (76,515) (938,350)
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Total Stockholders' Equity $ 21,493,909 $ 19,975,944
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Total Liabilities and Stockholders' Equity $227,954,690 $234,768,977
============================
See Notes to the Consolidated Financial Statements.
3
First Federal Bancorp, Inc.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Three Months Ended Nine Months Ended
June 30 June 30
------------------------ --------------------------
2002 2001 2002 2001
---- ---- ---- ----
<s> <c> <c> <c> <c>
INTEREST INCOME
Loans receivable $3,628,761 $4,323,160 $11,535,227 $13,223,747
Investment securities 147,593 232,602 496,468 782,029
Deposits with financial institutions 11,189 31,490 38,876 79,315
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Total Interest Income 3,787,543 4,587,252 12,070,571 14,085,091
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INTEREST EXPENSE
Deposits 991,688 1,756,749 3,239,085 5,619,018
Borrowed money 679,968 710,443 2,142,103 2,414,000
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Total Interest Expense 1,671,656 2,467,192 5,381,188 8,033,018
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Net Interest Income 2,115,887 2,120,060 6,689,383 6,052,073
Provision for Loan Losses 16,457 19,884 221,491 29,397
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Net Interest Income After Provision
for Loan Losses 2,099,430 2,100,176 6,467,892 6,022,676
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INCOME
Service charges on deposit accounts 146,568 92,670 391,248 279,772
Net gains on loan sales 29,701 309,974 359,900 344,592
Other income 130,025 191,503 452,964 526,594
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Total other income 306,294 594,147 1,204,112 1,150,958
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EXPENSE
Salaries and employee benefits 659,298 697,239 2,238,698 2,007,367
Occupancy and equipment expense 231,661 235,383 694,246 697,352
Data processing expense 150,209 162,008 625,805 469,694
Deposit insurance expense 21,809 22,628 65,768 66,795
Advertising 94,484 63,272 267,771 187,756
Ohio franchise taxes 60,814 55,252 177,691 162,130
Other operating expenses 319,397 271,293 987,633 824,004
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Total other expenses 1,537,672 1,507,075 5,057,612 4,415,098
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Income Before Income Taxes 868,052 1,187,248 2,614,392 2,758,536
Income tax expense 304,704 413,893 916,350 968,527
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Net Income $ 563,348 $ 773,355 $ 1,698,042 $ 1,790,009
======================================================
EARNINGS PER SHARE
Basic $ .17 $ .25 $ .53 $ .57
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Diluted $ .17 $ .23 $ .51 $ .54
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WEIGHTED AVERAGE COMMON AND
COMMON EQUIVALENT SHARES
Basic 3,245,989 3,118,169 3,180,299 3,116,020
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Diluted 3,376,424 3,305,291 3,348,350 3,294,792
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DIVIDENDS DECLARED PER SHARE $ .050 $ .045 $ .14 $ .13
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See Notes to the Consolidated Financial Statements.
4
First Federal Bancorp, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Nine Months Ended
June 30
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OPERATING ACTIVITIES: 2002 2001
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<s> <c> <c>
Net Income $ 1,698,042 $ 1,790,009
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 221,491 29,397
Depreciation and amortization 498,163 446,659
Investment securities accretion, net 147,525 (95,475)
FHLB stock dividend (162,900) (227,100)
Net change in
Mortgage loans held for sale 590,795 344,592
Other assets and other liabilities (563,929) (685,541)
----------------------------
Net Cash Provided by Operating Activities 2,429,187 1,602,541
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INVESTING ACTIVITIES:
Net change in interest-bearing deposits 598,000 401,000
Purchase of securities held to maturity (5,227,002) 21,909,773
Proceeds from maturities of securities held to maturity 5,216,728 (21,910,372)
Net change in loans 5,531,847 6,815,266
Purchase of premises and equipment (900,843) (320,604)
Proceeds from sales and payments received on real estate
owned and repossessed assets 417,161 213,058
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Net Cash Provided by Investing Activities 5,635,891 7,108,121
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FINANCING ACTIVITIES:
Net change in
Deposits 8,478,104 (4,308,329)
Advance payments by borrowers for taxes and insurance (113,537) (51,140)
Short-term borrowings (21,484,000) (24,075,000)
Proceeds of long-term debt 11,000,000 18,989,489
Repayment of long-term debt (6,011,159) 0
Cash dividends (464,864) (405,456)
Proceeds from exercise of options 393,127 15,175
Purchase of Treasury Shares (108,330) (23,775)
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Net Cash Used by Financing Activities (8,310,659) (9,859,036)
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NET CHANGE IN CASH AND CASH EQUIVALENTS (245,581) (1,148,374)
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CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 6,496,134 4,837,402
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CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6,250,553 $ 3,689,028
============================
See Notes to the Consolidated Financial Statements.
5
FIRST FEDERAL BANCORP, INC.
Notes to Consolidated Financial Statements
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. The Form 10-QSB does not include all the
information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements.
Only material changes in financial condition and results of operations are
discussed in Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The consolidated balance sheet as of September 30, 2001 has been derived
from the audited consolidated balance sheet as of that date.
In the opinion of management, the Consolidated Financial Statements contain
all adjustments necessary to present fairly the financial condition of First
Federal Bancorp, Inc. ("Bancorp"), as of June 30, 2002, and September 30,
2001, and the results of its operations for the three and nine months ended
June 30, 2002, and 2001, and its cash flow for the nine months ended June,
2002 and 2001. The results of operations for the interim periods reported
herein are not necessarily indicative of results of operations to be
expected for the entire year.
2. Commitments
-----------
Outstanding commitments to originate mortgage loans and to sell mortgage
loans were $1,764,700 and $366,600 respectively, at June 30, 2002, and $0
and $694,000 respectively at September 30, 2001. Outstanding commitments to
construct the Newcomerstown Branch were $310,000 at June 30, 2002.
3. Earnings Per Common Share
-------------------------
Basic earnings per share is based on net income divided by the weighted
average number of shares outstanding during the period. Diluted earnings per
share shows the dilutive effect of additional common shares issuable under
stock options.
4. Allowance for Losses on Loans
-----------------------------
Because some loans may not be repaid in full, an allowance for loan losses
is recorded. Increases to the allowance are recorded by a provision for loan
losses charged to expense. Estimating the risk of loss and the amount of
loss on any loan is necessarily subjective. Accordingly, the allowance is
maintained by management at a level considered adequate to cover probable
losses that are currently anticipated based on past loss experience, general
economic conditions, information about specific borrower situations,
including their financial position and collateral values, and other factors
and estimates which are subject to change over time. While management may
periodically allocate portions of the allowance for specific problem loan
situations, the whole allowance is available for any loan charge-offs that
occur. A loan is charged-off by management as a loss when deemed
uncollectible, although collection efforts continue and future recoveries
may occur.
Loans are considered impaired if full principal or interest payments are not
anticipated. Impaired loans are carried at the present value of expected
cash flows discounted at the loan's effective interest rate or at the fair
value of the collateral if the loan is collateral dependent. A portion of
the allowance for loan losses may be allocated to impaired loans.
Smaller-balance, homogeneous loans are evaluated for impairment in total.
Such loans include residential first mortgage loans secured by one- to four-
family residences, residential construction loans, and automobile, home
equity and second mortgage loans. Mortgage loans secured by other properties
are evaluated individually for impairment. When analysis of borrower
operating results and financial condition indicates that underlying cash
flows of the borrower's business are not adequate to meet its debt service
requirements, the loan is evaluated for impairment. Loans are generally
moved to nonaccrual status when 90 days or more past due. These loans are
often also considered impaired. Impaired loans, or portions thereof, are
charged off when deemed uncollectible. The nature of disclosures for
impaired loans is considered generally comparable to prior nonaccrual and
renegotiated loans and nonperforming and past-due asset disclosures. The
Savings Bank had no loans meeting the definition of impaired during the
quarter ended June 30, 2002, and the year ended September 30, 2001.
6
5. Defined Benefit Pension Plan
----------------------------
The Board of Directors of the Savings Bank has decided to terminate the
First Federal Savings Bank of Eastern Ohio Defined Benefit Pension Plan (the
"Pension Plan") effective August 31, 2002. All Pension Plan participants
actively employed on the termination date will be 100% vested in their
accrued benefit as of that date. The Savings Bank expects that an additional
contribution to the Pension Plan will be required, but the amount has not
yet been determined. The Board of Directors of the Savings Bank also expects
to adopt a defined contribution plan qualified under Section 401(k) of the
Internal Revenue Code of 1986, as amended, to replace the Pension Plan.
Although the directors expect that the defined contribution plan will
include some employer contributions, the details of that plan have not yet
been finalized.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
- -------
First Federal Bancorp, Inc. ("Bancorp"), is a savings and loan holding
company that wholly owns First Federal Savings Bank of Eastern Ohio (the
"Savings Bank"). The Savings Bank is engaged in the savings and loan
business primarily in Central and Eastern Ohio. The Savings Bank is a member
of the Federal Home Loan Bank ("FHLB") of Cincinnati, and the deposit
accounts in the Savings Bank are insured up to the applicable limits by the
Federal Deposit Insurance Corporation in the Savings Association Insurance
Fund ("SAIF").
Note Regarding Forward-Looking Statements
- -----------------------------------------
In addition to historical information contained herein, the following
discussion contains forward-looking statements that involve risks and
uncertainties. Economic circumstances, the Savings Bank's operations and the
Savings Bank's actual results could differ significantly from those
discussed in the forward-looking statements. Some of the factors that could
cause or contribute to such differences are discussed herein, but also
include changes in the economy and interest rates in the nation and the
Savings Bank's market area generally.
Some of the forward-looking statements included herein are the
statements regarding the following:
1. Management's determination of the amount of loan loss allowance;
2. Management's belief that deposits will remain stable during the
remaining fiscal year 2002;
3. Management's anticipation that loan demand will remain stable,
but that the mortgage loan portfolio will decrease as lower
interest rates make adjustable mortgages, which are held in
portfolio rather than being sold, less attractive;
4. Management's anticipation that advances from the FHLB will
increase to fund loan originations; and
5. Management's anticipation that adjustable-rate loans will
reprice lower in fiscal year 2002 if interest rates remain
relatively stable or decrease.
Changes in Financial Condition from September 30, 2001 to June 30, 2002
- -----------------------------------------------------------------------
Total consolidated assets of Bancorp decreased by $6.8 million, or 2.90%,
from $234.8 million at September 30, 2001, to $228.0 million at June 30,
2002. The decrease is due primarily to a decrease of $6.8 million in loans
receivable and a decrease of $246,000 in cash and cash equivalents, offset
by an increase of $403,000 in premises and equipment due to the site
acquisition to relocate the branch in Newcomerstown, Ohio, to a more modern
and visible location, and an increase in FHLB stock.
Total liquidity (consisting of cash and amounts due from depository
institutions, interest-bearing deposits in other banks, and investment
securities) was $17.3 million at June 30, 2002, which is a decrease of $1.0
million from September 30, 2001. The OTS requires savings associations to
maintain a sufficient level of investments in specified types of liquid
assets intended to provide a source of relatively liquid funds upon which
the Savings Bank may rely if necessary to fund deposit withdrawals and other
short-term funding needs. The liquidity of the Savings Bank, defined as
adjusted liquid assets divided by deposits minus jumbo certificates due in
one year or less, was 6.89% at June 30, 2002 and 7.43% at September 30,
2001. Funds are available through FHLB advances to meet the Savings Bank's
liquidity needs.
The loans receivable balance decreased $6.8 million for the nine-month
period. The decrease in loans receivable was comprised of a decrease in
residential real estate loans of $11.9 million and a $4.8 million decrease
in consumer automobile loans, offset by a $9.8 million increase in non-
residential real estate loans and commercial loans. The decrease in
residential loans was due to the sale of fixed-rate loans in the secondary
market as part of the Saving Bank's interest rate management and a focus on
non-residential real estate and commercial loans. The decrease in consumer
auto loans was due to a decreased volume in loans originated.
7
As of June 30, 2002, the Savings Bank had long and short-term borrowed funds
from the FHLB in the amount of $42.9 million and $7.4 million, respectively,
at a weighted average rate of 5.30%. Long-term FHLB advances increased $4.9
million from $38.0 million, and short-term FHLB advances decreased $21.5
million, from September 30, 2001. As of June 30, 2002, the Savings Bank had
a borrowing limit of $69.7 million at the FHLB. The limit is collateralized
by one-to-four and multi-family mortgage loans. The net decrease in FHLB
advances of $16.5 million was due to the use of increased deposits to pay
off FHLB advances. Deposits increased by $8.4 million, or 5.80%, from $146.3
million at September 30, 2001, to $154.7 million at June 30, 2002. The
increase in savings was due to a $7.4 million increase in low cost public
funds and a $6.3 million increase in various checking products offset by a
$5.3 million decrease in certificates. Because customers' uncertainty
continues in regards to future interest rates and the stock market, the
Savings Bank has experienced increased growth in various checking products.
As the uncertainty of future interest rates and the stock market becomes
more clear, it is unknown what impact that will have on the Bank's short-
term deposits. Management believes that deposits will remain stable during
the remaining fiscal year 2002 and that it will be necessary to fund the
anticipated steady loan demand with further advances from the FHLB. No
assurance can be provided, however, that deposits will remain stable and
that the loan portfolio will decrease and loan demand will remain stable.
Deposit levels and loan demand are affected by national, as well as local,
interest rates, the attractiveness of alternative investments and other
national and local economic circumstances.
The Savings Bank is subject to regulatory capital requirements established
by the Office of Thrift Supervision ("OTS"). The Savings Bank's capital
ratios were as follows at June 30, 2002.
Amount Percent of
(In Thousands) Assets
-------------- ----------
<s> <c> <c>
Actual Tangible Capital $17,984 7.88%
Required Tangible Capital 3,425 1.50%
---------------------
Excess Tangible Capital $14,559 6.38%
Actual Core Capital $17,984 7.88%
Required Core Capital (1) 9,132 4.00%
---------------------
Excess Core Capital $ 8,852 3.88%
Actual Risk Based Capital $19,336 12.14%
Required Risk Based Capital 12,744 8.00%
---------------------
Excess Risk Based Capital $ 6,592 4.14%
<FN>
- --------------------
<F1> Although the general required minimum core capital is 4.00%, savings
associations that meet certain requirements may be permitted to
maintain minimum core capital of 3.00%.
</FN>
Management is not aware of any proposed regulations or recommendations by
the OTS that, if implemented, would have a material effect upon the Savings
Bank's capital.
Comparison of Operating Results for the Three-and Nine-Month Periods Ended
- --------------------------------------------------------------------------
June 30, 2002, and 2001
- -----------------------
Net Interest Income
- -------------------
Net interest income before provision for loan losses remained stable at $2.1
million for the comparative three-month periods and increased $637,000 for
the comparative nine-month periods. Total interest income decreased $800,000
for the three-month period and $2.0 million for the nine-month period ended
June 30, 2002, compared to the same periods in 2001, but was offset by a
decrease of interest expense of $796,000 and $2.7 million for the same
periods. Total interest income decreased due to both a decrease in the
interest rate on loans receivable and the reduction in loan portfolio
balance. The balance of loans receivable decreased $3.1 million to $196.6
million at June 2002, compared to June 2001. Total interest expense
decreased due to the reduction in interest rates paid on deposits and due to
the mix of deposits changing from certificates of deposit to lower rate
checking products since June 30, 2001.
The majority of the loans in the Savings Bank's portfolio are adjustable-
rate mortgage loans whose interest rates fluctuate with market interest
rates. With the recent lowering of rates, many loan customers have chosen
fixed-rate loans over adjustable-rate loans. This has resulted in selling
more loans in the secondary market versus keeping the loans in the Savings
Bank's portfolio. If interest rates remain relatively stable or decrease
during fiscal year 2002, the adjustable-rate mortgage loan portfolio will
reprice at lower rates, due to the rapid decrease in interest rates, while
rising interest rates could result in upward adjustments to the interest
rates on those loans. No assurance can be provided with respect to which
direction interest rates will move. Interest rates are affected by general,
local and national economic conditions, the policies of various regulatory
authorities and other factors beyond the control of the Savings Bank.
8
Nonperforming and Delinquent Loans and Allowance for Loan Losses
- ----------------------------------------------------------------
Total nonaccrual loans and accruing loans that are 90 days past due were
$435,000 at June 30, 2002, which represents .22% of total loans. This was a
decrease of $306,000 from June 30, 2001.
There were no loans that are not currently classified as nonaccrual, 90 days
past due or restructured but which may be so classified in the near future
because management has concerns as to the ability of the borrowers to comply
with repayment terms.
The Savings Bank maintains an allowance for losses on loans. The allowance
for losses on loans was $1,642,587 at June 30, 2002, compared to $1,672,684
at June 30, 2001. During the nine-month periods ended June 30, 2002, and
June 30, 2001, the Savings Bank recorded recoveries of $36,929 and $23,510
and charge-offs of $220,810 and $208,173 respectively. The provisions for
loan losses during the nine-month periods ended June 30, 2002, and 2001,
were $221,491 and $29,397 respectively. The increase in provision for loan
losses above last year was due to the release of a $149,000 reserve
associated with a loan that moved to another financial institution during
the second quarter of 2001.
Noninterest Income and Expense
- ------------------------------
The federal income tax provision decreased $109,189 for the three-month
period and $52,177 for the nine-month period ended June 30, 2002, compared
to the same period in 2001.
Total noninterest income decreased $287,853 for the three-month period and
increased $53,154 for the nine-month period ended June 30, 2002, compared to
the same periods in 2001. There was a $280,273 decrease in gain on the sale
of loans for the three-month period ended June 30, 2002, due to the three-
month period ended June 30, 2001 benefiting from a one-time gain of $298,000
resulting from the adoption of FASB 125. There was an increase of $15,300
for the nine-month period ended June 30, 2002, due to an increase in the
demand for fixed-rate loans that were sold in the secondary market. Service
charges increased $54,000 and $111,500 for the three- and nine- month
periods ended June 30, 2002.
Total noninterest expenses increased $30,600 for the quarter ended June 30,
2002, and $642,500 for the nine-months ended June 30, 2002 compared to the
same periods in 2001. Salaries and benefits decreased $38,000 for the three-
month period and increased $231,000 as a result of increased entry-level pay
ranges, normal pay increases and increased incentive pay for the nine-month
period ended June 2002 compared to the nine-month period ended June 30,
2001. Data processing costs decreased $11,800 and increased $156,000 for the
three- and nine-month periods ended June 30, 2002 due to additional costs
associated with changing our core processor in November 2001. Advertising
expenses increased $31,000 for the three-month period and $80,000 for the
nine-month period due to the launch of an extensive marketing campaign to
increase the number of customer accounts and also to respond to other market
opportunities. Other operating expenses increased $48,000 and $163,000 for
the three- and nine-month periods ended June 30, 2002, due to increased
operating costs, increased loan costs and increased write-off of equipment
no longer utilized after the conversion to the new core processor.
Impact of Inflation and Changing Prices
- ---------------------------------------
The financial statements and related data presented herein have been
prepared in accordance with generally accepted accounting principles
("GAAP"), which require the measurement of financial position and results of
operations in terms of historical dollars without considering changes in
relative purchasing power of money over time because of inflation.
Unlike most industrial companies, virtually all of the assets and
liabilities of the Savings Bank are monetary in nature. As a result,
interest rates have a more significant impact on the Savings Bank's
performance than the effects of general levels of inflation. Interest rates
do not necessarily move in the same direction or in the same magnitude as
the prices of goods and services.
Effect of Accounting Changes
- ----------------------------
In July 2001, the FASB (Financial Accounting Standards Board) issued
Statements (SFAS) No. 141, "Accounting for Business Combinations" and No.
142, "Accounting for Goodwill and Intangible Assets." These Statements will
have no material effect on the Company at this time since it has not been
involved in a "business combination" subject to SFAS No. 141 and does not
have goodwill or other intangible assets subject to SFAS No. 142.
9
PART II
OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
-----------------
Not applicable
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
-----------------------------------------
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
Not applicable
ITEM 5. OTHER INFORMATION
-----------------
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
Exhibit 99.1 Safe Harbor Under the Private Securities Litigation
Reform Act of 1995
Exhibit 99.2 Certification Pursuant to 18 U.S.C. Section 1350 -
President and Chief Executive Officer
Exhibit 99.3 Certification Pursuant to 18 U.S.C. Section 1350 -
Chief Financial Officer
No reports on Form 8-K were filed during the quarter for which this
report is filed.
10
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 13, 2002 By: /s/ J. William Plummer
----------------------------
J. William Plummer
President
Date: August 13, 2002 By: /s/ Connie Ayres LaPlante
----------------------------
Connie Ayres LaPlante
Chief Financial Officer
11