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 June 30, 2003 ------------- OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to__________. Commission File No. 0-24621 Farnsworth Bancorp, Inc. . - -------------------------------------------------------------------------------- (Exact name of Small Business Issuer as Specified in Its Charter) New Jersey 22-3591051 . - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation (I.R.S. Employer or Organization) Identification No.) 789 Farnsworth Avenue, Bordentown, New Jersey 08505 --------------------------------------------------- (Address of Principal Executive Offices) (609) 298-0723 . - -------------------------------------------------------------------------------- Issuer's Telephone Number, Including Area Code 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 (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 ------- --------- Number of shares of Common Stock outstanding as of August 1, 2003: 360,866 ------- Transitional Small Business Disclosure Format (check one) YES NO X ------- --------- Contents -------- PART 1 - FINANCIAL INFORMATION Page(s) ------- Item 1. Financial Statements........................................................ Consolidated Statements of Financial Condition at June 30, 2003 (unaudited) and September 30, 2002 (audited)..............................1 Consolidated Statements of Income and Comprehensive Income for the three and nine months ended June 30, 2003, and 2002 (unaudited)...........2 Consolidated Statements of Cash Flows for the nine months ended June 30, 2003 and 2002 (unaudited).............................................3 Notes to Financial Statements..............................................4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...................................................5 Item 3. Controls and Procedures....................................................9 PART II - OTHER INFORMATION Item 1. Legal Proceedings..........................................................10 Item 2. Changes in Securities and Use of Proceeds..................................10 Item 3. Defaults upon Senior Securities............................................10 Item 4. Submission of Matters to a Vote of Security Holders........................10 Item 5. Other Information..........................................................10 Item 6. Exhibits and Reports on Form 8-K...........................................10 Signatures..........................................................................11 FARNSWORTH BANCORP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION JUNE 30 SEPTEMBER 30, 2003 2002 ------------ ------------ ASSETS (UNAUDITED) (AUDITED) Cash and due from banks $ 10,362,947 $ 9,161,801 Securities available for sale 16,116,589 11,710,884 Securities held to maturity 599,601 1,147,300 Loans receivable, net 58,628,524 58,026,218 Accrued interest receivable 358,908 390,459 Federal Home Loan Bank of New York (FHLB) stock at cost substantially restricted 507,400 499,800 Premises and equipment 2,275,574 2,117,790 Other assets 72,912 99,447 ------------ ------------ Total assets $ 88,922,455 $ 83,153,699 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Deposits $ 80,662,718 $ 75,288,987 Borrowings from FHLB 991,717 1,094,474 Advances by borrowers for taxes and insurance 379,001 255,953 Accrued income taxes 121,257 87,911 Deferred income taxes 49,085 71,002 Accrued interest payable 19,366 35,984 Accounts payable and other accrued expenses 98,409 132,228 ------------ ------------ Total liabilities 82,321,553 76,966,539 ------------ ------------ Preferred stock $.10 par value, 1,000,000 shares authorized; none issued and outstanding Common stock $.10 par value, 5,000,000 shares authorized; 379,858 shares issued, 360,866 shares outstanding 37,985 37,985 Additional paid in capital 3,396,262 3,396,262 Retained earnings substantially restricted 3,364,231 2,980,935 Treasury stock (185,172) (185,172) Common stock acquired by employee stock ownership plan (ESOP) (151,644) (174,414) Unissued restricted stock plan shares (16,425) (54,765) Accumulated other comprehensive income , unrealized appreciation on available for sale securities net of taxes 155,665 186,329 ------------ ------------ Total stockholders' equity 6,600,902 6,187,160 ------------ ------------ Total liabilities and stockholders' equity $ 88,922,455 $ 83,153,699 ============ ============ 1 FARNSWORTH BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited) THREE MONTHS ENDED NINE MONTHS ENDED JUNE 30 JUNE 30 2003 2002 2003 2002 ----------- ----------- ----------- ----------- Interest income: Loans receivable $ 1,099,298 $ 1,031,439 $ 3,327,449 $ 2,908,331 Securities 199,146 187,022 556,816 600,356 Federal funds sold 21,303 20,188 69,105 56,932 ----------- ----------- ----------- ----------- Total interest income 1,319,747 1,238,649 3,953,370 3,565,619 ----------- ----------- ----------- ----------- Interest expense: Deposits 407,300 446,074 1,298,284 1,461,486 Federal Home Loan Bank advances 14,829 25,356 46,514 92,063 ----------- ----------- ----------- ----------- Total interest expense 422,129 471,430 1,344,798 1,553,549 ----------- ----------- ----------- ----------- Net interest income 897,618 767,219 2,608,572 2,012,070 Provision for loan losses 10,000 50,000 59,820 91,772 ----------- ----------- ----------- ----------- Net interest income after provision for loan losses 887,618 717,219 2,548,752 1,920,298 ----------- ----------- ----------- ----------- Noninterest income: Fees and other service charges 67,444 76,353 208,680 213,288 Net realized gain on available for sale loans and securities 55,207 18,320 122,437 50,268 ----------- ----------- ----------- ----------- Total noninterest income 122,651 94,673 331,117 263,556 ----------- ----------- ----------- ----------- Noninterest expense: Compensation and benefits 439,118 335,703 1,208,123 911,600 Occupancy and equipment 117,754 85,408 355,557 264,599 Federal insurance premiums and assessments 9,772 8,503 15,867 13,544 Other 198,118 166,190 622,986 550,720 ----------- ----------- ----------- ----------- Total noninterest expense 764,762 595,804 2,202,533 1,740,463 ----------- ----------- ----------- ----------- Income before provision for income tax expense 245,507 216,088 677,336 443,391 Provision for income tax expense 94,449 76,500 257,002 143,500 ----------- ----------- ----------- ----------- Net income 151,058 139,588 420,334 299,891 Other Comprehensive Income, net of taxes Unrealized (Loss) gain on Securities Available for Sale 23,355 142,518 34,993 (78,231) Reclassification adjustments for gains included in net income (26,880) (18,320) (65,657) (50,268) ----------- ----------- ----------- ----------- Comprehensive Income $ 147,533 $ 263,786 $ 389,670 $ 171,392 =========== =========== =========== =========== Net income per common share: Basic $ 0.44 $ 0.42 $ 1.23 $ 0.91 Diluted $ 0.43 $ 0.41 $ 1.19 $ 0.90 Weighted average number of shares outstanding during the period: basic 340,617 330,616 340,617 330,616 diluted 354,540 337,395 352,115 334,806 2 FARNSWORTH BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) NINE MONTHS ENDED JUNE 30 2003 2002 ------------ ------------ Cash flows from operating activities: Net income $ 420,334 $ 299,891 ------------ ------------ Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 109,034 90,769 Stock compensation 61,110 39,512 Provision for loan losses 59,820 91,772 Net gain on sale of AFS securities (65,658) (50,268) Net gain on loans sold (46,779) Net loss on sale of real estate owned - 1,675 Change in: Accrued interest receivable 31,551 (79,056) Other assets 26,535 (11,070) Advances from borrowers 123,048 58,365 Accrued and deferred income taxes 33,873 37,241 Accrued interest payable (16,618) (18,446) Other accrued liabilities (33,819) 7,526 ------------ ------------ Total adjustments 282,097 168,020 ------------ ------------ Net cash provided by operating activities 702,431 467,911 ------------ ------------ Cash flows from investing activities: Net increase in loans receivable (662,126) (11,259,839) Proceeds from sale of REO - 128,617 Redemption of securities, held to maturity 547,699 779,851 Redemption of securities, available for sale 4,237,701 2,151,195 Purchase of Federal Home Loan Bank Stock (7,600) (127,200) Proceeds from sale of securities available for sale 11,270,219 7,734,375 Purchase of securities, available for sale net (19,852,296) (8,525,565) Purchase of premises and equipment (268,818) (739,867) ------------ ------------ Net cash used in investing activities (4,735,221) (9,858,433) ------------ ------------ Cash flows from financing activities: Net increase in deposits 5,373,731 12,732,680 Repayment of Federal Home Loan Bank Borrowings (102,757) (1,596,876) Dividends paid (37,038) - ------------ ------------ Net cash provided by financing activities 5,233,936 11,135,804 ------------ ------------ Net increase in cash and due from banks 1,201,146 1,745,282 Cash at beginning of period 9,161,801 9,282,084 ------------ ------------ Cash at end of period $ 10,362,947 $ 11,027,366 ============ ============ Supplemental disclosure: Cash paid during the period for: Interest $ 1,361,416 $ 1,571,999 ============ ============ Income taxes $ 100,000 $ 100,000 ============ ============ Unrealized gain (loss) on securities available for sale, net of deferred income taxes $ (30,664) $ 62,648 ============ ============ Acquisition of real estate in settlement of loans $ - $ 41,797 ============ ============ 3 FARNSWORTH BANCORP, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS NOTE 1. Presentation of Financial Information ------------------------------------- The accompanying unaudited consolidated interim financial statements include the accounts of Farnsworth Bancorp, Inc. (the "Company") and its subsidiaries Peoples Savings Bank (the "Bank") and Peoples Financial Services, Inc. The accompanying unaudited consolidated interim financial statements have been prepared in accordance with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accounting and reporting policies of the Company conform in all material respects to generally accepted accounting principles and to general practice within the thrift industry. It is the opinion of management that the accompanying unaudited consolidated interim financial statements reflect all adjustments, which are considered necessary to report fairly the financial position as of June 30, 2003, the Consolidated Statements of Income and Comprehensive Income for the three and nine months ended June 30, 2003 and 2002, and the Consolidated Statements of Cash Flows for the nine months ended June 30, 2003 and 2002. The results of operations for the three and nine months ended June 30, 2003 are not necessarily indicative of results that may be expected for the entire year ending September 30, 2003, or for any other period. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the Company's September 30, 2002 consolidated financial statements, including the notes thereto, which are included in the Company's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2002. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported revenues and expenses. Actual results could differ significantly from those estimates. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank's allowance for loan losses and foreclosed real estate. Such agencies may require the Bank to recognize additions to the allowance for loan losses or additional write-downs on foreclosed real estate based on their judgments about information available to them at the time of their examination. Nature of Operations - -------------------- The Company is a unitary savings and loan holding company. The Bank operates four branches in Burlington County, New Jersey. The Bank offers customary banking services, including accepting checking, savings and time deposits and the making of commercial, real-estate and consumer loans, to customers who are predominantly small and middle-market businesses and middle-income individuals. In December 2000, the Company began offering brokerage and investment advisory services and insurance services to the general public through Peoples Financial Services, Inc., a subsidiary organized for the sale of mutual funds and insurance through a third party networking agreement. New Branch - ---------- Peoples Savings Bank opened its fourth branch office located in Marlton, New Jersey on January 13, 2003. 4 NOTE 2. Net Income Per Common Share --------------------------- Basic net income per common share is calculated by dividing net income by the number of shares of common stock outstanding, adjusted for the unallocated portion of shares held by the Bank's Employee Stock Ownership Plan ("ESOP") and the bank's restricted stock plan ("RSP"). Diluted net income per share is calculated by adjusting the number of shares of common stock outstanding to include the effect of stock options, stock-based compensation grants and other securities, if dilutive, generally, using the treasury stock method. For the three months ended June 30 ---------------------------------- 2003 2002 ----------------------------------- --------------------------------- Weighted Per Weighted Per Average Share Average Share Income Shares Amount Income Shares Amount ------ ------ ------ ------ ------ ------ Net income available To Common Shareholders $ 151,058 360,866 $ 139,588 360,866 ESOP Shares, not Committed to be released (15,197) (18,236) RSP Shares (5,052) (12,014) ----------------------------------- --------------------------------- Basic earnings per share 151,058 340,617 $ 0.44 139,588 330,616 $ 0.42 Common Stock equivalents 13,923 6,779 ----------------------------------- --------------------------------- Diluted earnings per share $ 151,058 354,540 $ 0.43 $ 139,588 337,395 $ 0.41 ====================== ===================== Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The Company may from time to time make written or oral "forward-looking statements, " including statements contained in the Company's filings with the Securities and Exchange Commission (including this Quarterly Report of Form 10-QSB), in its reports to stockholders and in other communications by the Company, which are made in good faith by the Company pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, such as statements of the Company's plans, objectives, expectations, estimates and intentions, that are subject to change based on various important factors (some of which are beyond the Company's control). The following factors, among others, could cause the Company's financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements: the strength of the United States economy in general and the strength of the local economy in which the Company conducts operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the board of governors of the federal reserve system, inflation, interest rate, market and monetary fluctuations; the impact of changes in financial services' laws and regulations (including laws 5 concerning taxes, banking securities and insurance); technological changes; and the success of the Company at managing the risks involved in the foregoing. The Company cautions that the foregoing list of important factors in not exclusive. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company. Financial Condition Total assets increased $5.7 million or 6.9% to $88.9 million at June 30, 2003 from $83.2 million at September 30, 2002. The increase was primarily attributable to an increase in securities available for sale of $4.4 million net, a $1.2 million increase in cash and an increase in loans receivable of $602,000, partially offset by a $548,000 decrease in the Bank's held to maturity securities. The Bank's total liabilities increased $5.4 million or 6.9%, to $82.3 million at June 30, 2003 from $76.9 million at September 30, 2002. The increase was primarily attributable to a $5.4 million increase in deposits primarily attributable to general market conditions and the new branch office located in Marlton, New Jersey. Stockholders' equity increased $414,000 to $6.6 million or 7.4% of total assets at June 30, 2003, as compared to $6.2 million or 7.4% of total assets at September 30, 2002. The increase in stockholders' equity is primarily attributable to net income of $420,000 and amortization of benefit plans of $61,000 partially offset by a change in the unrealized appreciation on available for sale securities net of taxes of $31,000 Results of Operations Net Income. The Bank's net income increased $11,000 for the quarter ended June 30, 2003 to net income of $151,000 from net income of $140,000 for the quarter ended June 30, 2002. The increase in net income was attributable to an increase in the Bank's net interest income after provisions for loan losses of $171,000, an increase in non-interest income of $28,000, offset by an increase in non-interest expense of $169,000 and an increase in income taxes of $18,000. For the nine months ended June 30, 2003 net income increased $120,000 to a net income of $420,000 from net income of $300,000 for the same period in 2002. Net Interest Income. Net interest income is the most significant component of the Bank's income from operations. Net interest income is the difference between interest the Bank receives on its interest earning assets, primarily loans, investment and mortgage-backed securities, and interest the Bank pays on its interest-bearing liabilities, primarily deposits and borrowings. Net interest income depends on the volume of and rates earned on interest-earning assets and the volume of and rates paid on interest-bearing liabilities. Net interest income after provision for loan losses increased $171,000, or 23.7%, to $888,000 for the quarter ended June 30, 2003 as compared to $717,000 for the quarter ended June 30, 2002. The increase was primarily due to an increase in interest income of $81,000, and a decrease in interest expense of $49,000. The increase in interest income was partially due to the growth in the residential loan portfolio, attributable to high demand of real estate purchases as well as refinancing loans and home equity loans. Net interest income after provision for loan losses increased by $628,000 for the nine months ended June 30, 2003 compared to the same period in 2002. The increase was attributed primarily to the higher lending and a decrease in the Bank's cost of funds. The Bank's cost of funds declined as a result of lower market interest rates in addition to a lower balance of FHLB borrowings. 6 Provision for Loan Losses. Provision for loan losses was $10,000 for the three months ended June 30, 2003, compared to $50,000 for the three months ended June 30, 2002. For the nine months ended June 30, 2003 the provision for loan losses was $60,000 compared to $92,000 for the same period in 2002. The loan loss provision decreased during the two fiscal periods due to the constant level in the balance of loans receivable. Management believes the allowance for loan losses is at a level that is adequate to provide for estimated losses. However, there can be no assurance that further additions will not be made to the allowance and that such losses will not exceed the estimated amount. Non-Interest Income. Non-interest income increased $28,000 or 29.5% from $95,000 for the quarter ended June 30, 2002 to $123,000 for the same quarter in 2003. Non-interest income for 2003 included a gain on sale of loans and securities available for sale of $55,000 compared to $18,000 for the same period in 2002. For the nine months ended June 30, 2003, non-interest income increased $68,000, compared to the same period in 2002. This increase is primarily attributed to an increase in gains on the sale of loans and securities available for sale of $72,000. Non-Interest Expense. Non-interest expense increased $169,000 or 28.3% from approximately $596,000 for the quarter ended June 30, 2002 to $765,000 for the same quarter in 2003. The increase in the Bank's non-interest expense was primarily due to a an increase of $103,000 in the Bank's compensation and benefits, and an increase of $32,000 in the Bank's occupancy and equipment expense and an increase of $32,000 in other expenses. The category of non-interest expense classified as "Other" is comprised of expenses related to advertising, fees charged by banks, loan-processing fees, NOW expenses, costs related to supplies and various professional fees. For the nine months ended June 30, 2003, non-interest expense increased by $462,000 to $2.2 million, compared to $1.7 million for the same period in 2002. Income Tax Expense Income tax expense increased by $18,000 to $94,000 for the quarter ended June 30, 2003 compared to $77,000 for the quarter ended June 30, 2002. The increase was attributable to the increase in pretax income of $28,000 and to the elimination of the 3% New Jersey tax rate, which formerly applied to thrift institutions located in New Jersey. This Savings Institutions Tax Rate was eliminated in July 2002 and replaced by the 9% Corporate Tax Rate. For the nine months ended June 30, 2003 income tax expense increased by $113,000 to $257,000 from $144,000 the prior year. Liquidity and Capital Resources The Bank's primary sources of funds are deposits, repayment of loans and mortgage-backed securities, maturities of investment securities and interest-bearing deposits with other banks, advances from the FHLB of New York, and funds provided from operations. While scheduled repayments of loans and mortgage-backed securities and maturities of investment securities are predictable sources of funds, deposit flows, and loan prepayments are greatly influenced by the general level of interest rates, economic conditions and competition. The Bank uses its liquidity resources principally to fund existing and future loan commitments, maturing certificates of deposit and demand deposit withdrawals, to invest in other interest-earning assets, to maintain liquidity, and meet operating expenses. Net cash provided by the Bank's operating activities (the cash effects of transactions that enter into the Bank's determination of net income e.g., non-cash items, amortization and depreciation, provision for loan losses) for the nine months ended June 30, 2003 was $702,000, an increase of $235,000. The increase in 2003 was primarily attributable to the increase in net income in 2003 of $120,000 compared to June 30, 2002, the change in accrued interest receivable, partially offset by the net gain on loans sold. 7 Net cash used by the Bank's investing activities (i.e., cash disbursements, primarily for the purchase of the Bank's investment securities and mortgage-backed securities portfolios and the Bank's loan portfolio) for the nine months ended June 30, 2003, totaled $4.7 million compared to $9.9 million for the same period in 2002. The decrease is attributable to a decrease in cash used for net loans receivable of $10.6 million and an increase in cash provided by sale and redemption of securities of $5.4 million offset by an increase in cash used for purchase of securities of $11.3 million. Net cash provided by the Bank's financing activities (i.e., cash receipts primarily from net increases in deposits and net increases in FHLB advances) for the nine months ended June 30, 2003, totaled $5.2 million, compared to net cash provided by financing activities of $11.1 million for the same period in 2002. The decrease is attributable to a net decrease in deposits of $7.4 million in 2003, partially offset by a repayment of borrowings of $1.5 million and payment of dividends of $37,000. Office of Thrift Supervision ("OTS") capital regulations applicable to the Bank require savings institutions to meet three capital standards: (1) tangible capital equal to 1.5% of total adjusted assets, (2) a leverage ratio (core capital) equal to at least 3% of total adjusted assets, and (3) a risk-based capital requirement equal to 8.0% of total risk-weighted assets. In addition, the OTS prompt corrective action regulation provides that a savings institution that has a leverage capital ratio of less than 4% (3% for institutions receiving the highest examination rating) will be deemed to be "undercapitalized" and may be subject to certain restrictions. The Bank was in compliance with these requirements at June 30, 2003, with tangible, core and risk based capital ratios of 6.86%, 6.86% and 12.68%, respectively. 8 Item 3. Controls and Procedures (a) Evaluation of disclosure controls and procedures. Based on their -------------------------------------------------- evaluation as of a date within 90 days of the filing date of this quarterly report on Form 10-QSB, the Registrant's principal executive officer and principal financial officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the "Exchange Act")) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. (b) Changes in internal controls. There were no significant changes in ---------------------------- the Registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings ----------------- The Registrant was not engaged in any material legal proceedings during the quarter ended June, 2003. From time to time, the Bank is a party to legal proceedings within the normal course of business wherein it enforces its security interests in loans made by it, and other similar matters. 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 --------------------------------------------------- None. Item 5. Other Information ----------------- Not applicable. Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits: 99.1 Certification pursuant to 18 U.S.C.ss.1350. (b) Current Reports on Form 8-K filed during the quarter ended March 31, 2003: On April 18, 2003, the Registrant filed a Current Report on Form 8-K dated April 18, 2003, to report that the Board of Directors had declared a semi-annual cash dividend of $.05 per share payable on May 12, 2003, to shareholders of record as of May 1, 2003. (Items 5 and 7) On May 5, 2003, the Registrant filed a Current Report on Form 8-K dated May 5, 2003, to report earnings for the quarter and fiscal year ended March 31, 2003. (Items 7 and 12) 10 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FARNSWORTH BANCORP, INC. Date: July 30, 2003 By: /s/ Gary N. Pelehaty ------------------------------------- Gary N. Pelehaty President and Chief Executive Officer (Principal Executive Officer) Date: July 30, 2003 By: /s/ Charles Alessi ------------------------------------- Charles Alessi Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer) 11