SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 2002
0-20159
- --------------------------------------------------------------------------------
(Commission File Number)
CROGHAN BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-1073048
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
323 Croghan Street, Fremont, Ohio 43420
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(419)-332-7301
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
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 [ ]
1,906,097 Common shares were outstanding as of September 30, 2002.
This document contains 17 pages.
CROGHAN BANCSHARES, INC.
Index
PART I. Page(s)
Item 1. Financial Statements 3 - 7
Item 2. Management's Discussion and Analysis 8 - 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
Item 4. Controls and Procedures 12
PART II.
Item 1. Legal Proceedings - None
Item 2. Changes in Securities and Use of Proceeds - 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:
(a) Exhibit 99.1 - Certification Pursuant to 18 U.S.C. Section 1350, as 16
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 99.2 - Certification Pursuant to 18 U.S.C. Section 1350, as 17
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Form 8-K dated July 17, 2002 was filed on July 17, 2002
announcing a stock repurchase program to commence on
August 1, 2002.
Signatures 13
Certifications by the President and CEO 14
Certifications by the Treasurer 15
2
CROGHAN BANCSHARES, INC.
Consolidated Balance Sheets (Unaudited)
September 30, December 31,
ASSETS 2002 2001
(Dollars in thousands, except par value)
CASH AND CASH EQUIVALENTS
Cash and due from banks $ 13,120 $ 13,649
Federal funds sold 6,760 7,700
------------ ------------
Total cash and cash equivalents 19,880 21,349
------------ ------------
SECURITIES
Available-for sale, at fair value 59,728 45,840
Held-to-maturity, at amortized cost, fair value of $6,004 in 2002
and $5,802 in 2001 5,866 5,724
------------ ------------
Total securities 65,594 51,564
------------ ------------
LOANS 283,014 278,366
Less: Allowance for loan losses 3,633 3,346
------------ ------------
Net loans 279,381 275,020
------------ ------------
Premises and equipment, net 5,767 6,133
Accrued interest receivable 2,456 2,270
Goodwill 6,113 6,113
Other assets 4,165 4,059
------------ ------------
TOTAL ASSETS $ 383,356 $ 366,508
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Demand, non-interest bearing $ 36,005 $ 38,453
Savings, NOW and Money Market deposits 128,359 122,651
Time 138,293 133,899
------------ ------------
Total deposits 302,657 295,003
Federal funds purchased and securities sold under repurchase agreements 8,440 12,721
Federal Home Loan Bank borrowings 26,500 16,000
Dividends payable 476 421
Other liabilities 2,560 2,411
------------ ------------
Total liabilities 340,633 326,556
------------ ------------
STOCKHOLDERS' EQUITY
Common stock, $12.50 par value. Authorized 3,000,000 shares;
issued 1,914,109 shares 23,926 23,926
Surplus 117 117
Retained earnings 17,867 15,509
Accumulated other comprehensive income (loss) 1,022 400
Treasury stock, 8,012 shares at cost (209) --
------------ ------------
Total stockholders' equity 42,723 39,952
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 383,356 $ 366,508
============ ============
See notes to consolidated financial statements.
3
CROGHAN BANCSHARES, INC.
Consolidated Statements of Operations and Comprehensive Income (Unaudited)
Three months ended
September 30
2002 2001
(Dollars in thousands,
except per share data)
INTEREST AND DIVIDEND INCOME
Loans, including fees $ 5,384 $ 5,731
Securities:
U.S. Treasury 11 45
Obligations of U.S. Government agencies and corporations 462 441
Obligations of states and political subdivisions 125 135
Other 76 86
Federal funds sold 27 52
------------ ------------
Total interest and dividend income 6,085 6,490
------------ ------------
INTEREST EXPENSE
Deposits 1,735 2,405
Other borrowings 392 313
------------ ------------
Total interest expense 2,127 2,718
------------ ------------
Net interest income 3,958 3,772
PROVISION FOR LOAN LOSSES 180 180
------------ ------------
Net interest income, after provision for loan losses 3,778 3,592
------------ ------------
NON-INTEREST INCOME
Trust income 131 133
Service charges on deposit accounts 316 238
Gain (loss) on sale of securities -- 41
Other 325 296
------------ ------------
Total non-interest income 772 708
------------ ------------
NON-INTEREST EXPENSES
Salaries, wages and employee benefits 1,405 1,518
Occupancy of premises 159 158
Amortization of goodwill -- 160
Other operating 1,124 875
------------ ------------
Total non-interest expenses 2,688 2,711
------------ ------------
Income before federal income taxes 1,862 1,589
FEDERAL INCOME TAXES 584 541
------------ ------------
NET INCOME $ 1,278 $ 1,048
============ ============
Net income per share, based on 1,906,582 shares in 2002 and 1,913,601 shares in 2001 $ 0.67 $ 0.55
============ ============
Dividends declared, based on 1,906,097 shares in 2002 and 1,913,711 shares in 2001 $ 0.25 $ 0.22
============ ============
COMPREHENSIVE INCOME $ 1,591 $ 1,362
============ ============
See notes to consolidated financial statements.
4
CROGHAN BANCSHARES, INC.
Consolidated Statements of Operations and Comprehensive Income (Unaudited)
Nine months ended
September 30
2002 2001
(Dollars in thousands,
except per share data)
INTEREST AND DIVIDEND INCOME
Loans, including fees $ 16,024 $ 17,075
Securities:
U.S. Treasury 31 323
Obligations of U.S. Government agencies and corporations 1,425 1,259
Obligations of states and political subdivisions 374 419
Other 224 249
Federal funds sold 79 218
------------ ------------
Total interest and dividend income 18,157 19,543
------------ ------------
INTEREST EXPENSE
Deposits 5,260 7,434
Other borrowings 1,044 964
------------ ------------
Total interest expense 6,304 8,398
------------ ------------
Net interest income 11,853 11,145
PROVISION FOR LOAN LOSSES 580 420
------------ ------------
Net interest income, after provision for loan losses 11,273 10,725
------------ ------------
NON-INTEREST INCOME
Trust income 395 389
Service charges on deposit accounts 838 694
Gain (loss) on sale of securities -- 41
Other 729 688
------------ ------------
Total non-interest income 1,962 1,812
------------ ------------
NON-INTEREST EXPENSES
Salaries, wages and employee benefits 4,221 4,610
Occupancy of premises 469 483
Amortization of goodwill -- 479
Other operating 3,086 2,694
------------ ------------
Total non-interest expenses 7,776 8,266
------------ ------------
Income before federal income taxes 5,459 4,271
FEDERAL INCOME TAXES 1,708 1,452
------------ ------------
NET INCOME $ 3,751 $ 2,819
============ ============
Net income per share, based on 1,909,315 shares in 2002 and 1,913,189 shares in 2001 $ 1.96 $ 1.47
============ ============
Dividends declared, based on 1,906,097 shares in 2002 and 1,913,711 shares in 2001 $ 0.73 $ 0.65
============ ============
COMPREHENSIVE INCOME $ 4,373 $ 3,430
============ ============
See notes to consolidated financial statements.
5
CROGHAN BANCSHARES, INC.
Consolidated Statements of Cash Flows (Unaudited)
Nine months ended
September 30
2002 2001
(Dollars in thousands)
NET CASH FLOW FROM OPERATING ACTIVITIES $ 4,957 $ 4,859
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of securities:
Available-for-sale (23,693) (25,335)
Held-to-maturity (599) (514)
Proceeds from maturities of securities 10,729 28,079
Proceeds from sales of available-for-sale securities -- 5,041
Net decrease (increase) in loans (4,941) (18,736)
Additions to premises and equipment (231) (217)
------------ ------------
Net cash from investing activities (18,735) (11,682)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits 7,654 1,956
Net change in federal funds purchased and securities sold under repurchase agreements (4,281) (1,062)
Net change in Federal Home Loan Bank borrowings 10,500 7,000
Proceeds from issuance of common stock 25 27
Cash dividends paid (1,337) (1,224)
Purchase of treasury stock (235) --
Payment of deferred compensation (17) --
------------ ------------
Net cash from financing activities 12,309 6,697
------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (1,469) (126)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 21,349 13,054
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 19,880 $ 12,928
============ ============
SUPPLEMENTAL DISCLOSURES
Cash paid during the year for:
Interest $ 6,381 $ 8,162
============ ============
Federal income taxes $ 1,825 $ 985
============ ============
See notes to consolidated financial statements.
6
CROGHAN BANCSHARES, INC.
Notes to Consolidated Financial Statements
September 30, 2002
(Unaudited)
(1) Consolidated Financial Statements
The consolidated financial statements have been prepared by Croghan
Bancshares, Inc. (the "Corporation") without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the Corporation's financial
position, results of operations and changes in cash flows have been
made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. The results of operations for
the period ended September 30, 2002 are not necessarily indicative of
the operating results for the full year.
(2) New Accounting Pronouncement
Effective January 1, 2002, the Corporation adopted the provisions of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible
Assets" (Statement 142). As a result of the adoption of Statement 142,
the amortization of goodwill ceased. This resulted in an increase in
net income for the quarter ended September 30, 2002 of $160,000 and an
increase in net income for the nine-month period ended September 30,
2002 of $479,000. After the January 1, 2002 initial impairment test,
goodwill is subject to an annual impairment test. Based on the results
of independent valuations performed as of January 1, 2002 and July 1,
2002, there is no impairment in the fair value of goodwill.
7
CROGHAN BANCSHARES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Where appropriate, the following discussion relating to Croghan Bancshares, Inc.
(referred to as "Croghan" or the "Corporation") contains the insights of
management into known events and trends that have or may be expected to have a
material effect on Croghan's operations and financial condition. The information
presented may also contain certain forward-looking statements regarding future
financial performance, which are not historical facts and which involve various
risks and uncertainties.
When or if used in any Securities and Exchange Commission filings, or other
public or shareholder communications, or in oral statements made with the
approval of an authorized executive officer, the words or phrases: "anticipate",
"would be", "will allow", "intends to", "will likely result", "are expected to",
"will continue", "is anticipated", "is estimated", "is projected", or similar
expressions are intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Any such
statements are subject to risks and uncertainties that include but are not
limited to: changes in economic conditions in the Corporation's market area,
changes in policies by regulatory agencies, fluctuations in interest rates,
demand for loans in the Corporation's market area, and competition. All or some
of these factors could cause actual results to differ materially from historical
earnings and those presently anticipated or projected.
The Corporation cautions readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made, and advises
readers that various factors including regional and national economic
conditions, substantial changes in the levels of market interest rates, credit
and other risks associated with lending and investing activities, and
competitive and regulatory factors could affect the Corporation's financial
performance and 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 update any
forward-looking statements to reflect occurrences or unanticipated events or
circumstances after the date of such statements.
PERFORMANCE SUMMARY
Assets at September 30, 2002 totaled $383,356,000 compared to $366,508,000 at
2001 year end with the most significant increase occurring in total securities
which grew to $65,594,000 at September 30, 2002 compared to $51,564,000 at year
end. Total loans increased to $283,014,000 from $278,366,000 at year end and
total deposits increased to $302,657,000 from $295,003,000 at year end.
Net income for the quarter ended September 30, 2002 was $1,278,000 or $.67 per
common share compared to $1,048,000 or $.55 per common share for the same period
in 2001. Net income for the nine-month period ended September 30, 2002 was
$3,751,000 or $1.96 per common share compared to $2,819,000 or $1.47 per common
share for the same period in 2001. Operating results for 2002 have been
positively impacted by an increase in net interest income, improvement in
non-interest income, and the elimination of goodwill amortization.
8
DEPOSITS, LOANS, SECURITIES, AND STOCKHOLDERS' EQUITY
Total deposits at September 30, 2002 increased by $7,654,000 or 2.6 percent from
2001 year end. The liquid deposit category (demand, savings, NOW and money
market deposit accounts) increased $3,260,000 while the time deposit category
increased $4,394,000. Even though Croghan continues to experience active
competition for core deposits from traditional sources (e.g., other banks and
credit unions) and non-traditional sources (e.g., brokerage firms), Croghan has
also benefited from the recent weakness in the stock market as investors appear
to have opted for the safety of FDIC-insured bank deposit products.
Total loans increased $4,648,000 or 1.7 percent from 2001 year end. Much of the
increase is concentrated in the nonresidential and residential real estate
portfolios. Total securities increased by $14,030,000 or 27.2 percent from 2001
year end. Given the rather soft loan demand coupled with an inflow of deposits
and borrowings from the Federal Home Loan Bank, available funds have been
directed into investment securities.
Stockholders' equity at September 30, 2002 increased to $42,723,000 or $22.41
book value per common share compared to $39,952,000 or $20.87 book value per
common share at December 31, 2001. The balance in stockholders' equity at
September 30, 2002 included accumulated other comprehensive income consisting of
net unrealized gains on securities classified as available-for-sale. At
September 30, 2002, Croghan held $59,728,000 in available-for-sale securities
with an unrealized gain of $1,022,000, net of income taxes. This compares to
2001 year-end holdings of $45,840,000 with an unrealized gain of $400,000, net
of income taxes.
Beginning on February 1, 2002, Croghan instituted a stock buy-back program. This
program was subsequently extended for another six-month period commencing August
1, 2002. Through the first nine months of 2002, a total of 9,000 shares have
been repurchased as treasury shares. The 8,012 treasury shares held as of
September 30, 2002 are reported at their acquired cost of $209,000. Consistent
with the Corporation's quarterly dividend policy, a cash dividend of $.25 per
share was declared on September 10, 2002 payable on October 31, 2002.
NET INTEREST INCOME
Net interest income, which represents the excess revenue generated from
interest-earning assets over the interest cost of funding those assets,
increased $186,000 for the quarter ended September 30, 2002 compared to the same
period in 2001, and increased $708,000 for the nine-month period ended September
30, 2002 compared to the same period in 2001. The net interest yield (net
interest income divided by average earning assets) was 4.47 percent for the
quarter ended September 30, 2002 compared to 4.63 percent for the quarter ended
September 30, 2001, and was 4.56 percent for the nine-month period ended
September 30, 2002 compared to 4.64 percent for the same period in 2001.
Downward pressure on net interest yield is anticipated to continue throughout
the remainder of 2002.
9
PROVISION FOR LOAN LOSSES AND THE ALLOWANCE FOR LOAN LOSSES
The following table details factors relating to the provision and allowance for
loan losses for the periods noted:
Nine Months Ended Twelve Months Ended
September 30, 2002 December 31, 2001
(Dollars in thousands)
Provision for loan losses charged to expense $ 580 $ 695
Net loan charge-offs 293 591
Net loan charge-offs as a percent of
average outstanding loans .10% .22%
Nonaccrual loans $2,382 $2,241
Loans contractually past due 90 days or more 1,482 771
Restructured loans -- --
Potential problem loans, other than those
past due 90 days or more, nonaccrual,
or restructured 7,829 5,949
Allowance for loan losses 3,633 3,346
Allowance for loan losses as a percent
of period-end loans 1.28% 1.20%
The provision for loan losses for the first nine months of 2002 totaled $580,000
compared to $420,000 for the same period in 2001. Actual net loan charge offs
were $293,000 for the first nine months of 2002 compared to $305,000 during the
same period in 2001. The higher provision in 2002 was a result of continued
uncertainty in the local and national economies and trends within the loan
portfolio.
Nonaccrual loans increased to $2,382,000 at September 30, 2002 compared to
$2,241,000 at December 31, 2001, with loans contractually past due 90 days or
more increasing to $1,482,000 at September 30, 2002 from $771,000 at December
31, 2001 and potential problem loans increasing to $7,829,000 at September 30,
2002 from $5,949,000 at December 31, 2001. The 2002 nonaccrual amount includes
one nonresidential real estate loan of $794,000 and the 2002 potential problem
loan total includes one nonresidential real estate loan of $3,254,000. Both
loans are collateralized by commercial real estate with appraised values well in
excess of the loan amounts. Additionally, the potential problem loan is not
currently past due and, since origination, has never been more than 10 days past
due. All of the above-noted asset quality trends will continue to be monitored
throughout 2002 to ensure adequate provisions are made in a timely manner.
It is the Corporation's policy to maintain the allowance for loan losses at a
level to provide for reasonably foreseeable losses. To accomplish this
objective, a loan review process is conducted by an outside consulting firm,
which is designed to facilitate the early identification of problem loans and to
help ensure sound credit decisions. Management considers the allowance at
September 30, 2002 to be adequate to provide for losses inherent in the loan
portfolio.
10
NON-INTEREST INCOME
Total non-interest income increased $64,000 or 9.0 percent for the quarter ended
September 30, 2002 compared to the same period in 2001, and increased $150,000
or 8.3 percent for the nine-month period ended September 30, 2002 compared to
the same period in 2001. Trust department fee income decreased $2,000 between
comparable quarterly periods and increased $6,000 between comparable nine-month
periods.
Service charges on deposit accounts increased $78,000 or 32.8 percent between
comparable quarterly periods and $144,000 or 20.7 percent between comparable
nine-month periods. Other operating income increased $29,000 or 9.8 percent
between comparable quarterly periods and increased $41,000 or 6.0 percent
between comparable nine-month periods.
NON-INTEREST EXPENSES
Total non-interest expenses decreased $23,000 or 0.8 percent for the quarter
ended September 30, 2002 compared to the same period in 2001, and decreased
$490,000 or 5.9 percent for the nine-month period ended September 30, 2002
compared to the same period in 2001. Salaries, wages and employee benefits
decreased $113,000 between comparable quarterly periods and $389,000 between
comparable nine-month periods reflecting, in part, the 10% reduction in
full-time equivalent employees that occurred in November 2001.
The occupancy expense of premises increased $1,000 between comparable quarterly
periods and decreased $14,000 between comparable nine-month periods. Other
operating expenses increased $249,000 or 28.5 percent between comparable
quarterly periods and $392,000 or 14.6 percent between comparable nine-month
periods. Included in other operating expenses for the third quarter of 2002 is
$159,000 relating to the write-down in book value of the Union Square facility
in Bellevue. A portion of the facility will be demolished in late-2002 or
early-2003 to make way for a new drive-up facility and an expanded parking area.
On January 1, 2002, Croghan adopted the provisions of Financial Accounting
Standards Board Statement No. 142, "Goodwill and Other Intangible Assets". Under
the provisions of Statement 142, goodwill, resulting from the 1996 acquisition
of Union Bancshares, Inc., is now tested on an annual basis for impairment and
no longer amortized. The most recent testing occurred on July 1, 2002 and
indicated there was no impairment. Accordingly, there was no goodwill
amortization for either the quarter or nine-month period ended September 30,
2002 as compared to $160,000 in the comparable quarter in 2001 and $479,000 in
the comparable nine-month period in 2001.
FEDERAL INCOME TAX EXPENSE
Federal income tax expense increased $43,000 or 7.9 percent between comparable
quarterly periods and $256,000 or 17.6 percent between comparable nine-month
periods. The Corporation's effective tax rate for the nine-month period ended
September 30, 2002 was 31.3 percent compared to 34.0 percent for the same period
in 2001. The lower effective tax rate in 2002 is primarily the result of the
elimination of non-deductible goodwill amortization.
11
LIQUIDITY AND CAPITAL RESOURCES
An average federal funds sold position of $6,250,000 was maintained for the
nine-month period ended September 30, 2002. This compares to $6,280,000 for the
nine-month period ended September 30, 2001.
Short-term borrowings of federal funds purchased and repurchase agreements
averaged $9,282,000 for the nine-month period ended September 30, 2002. This
compares to $10,141,000 for the nine-month period ended September 30, 2001.
Borrowings from the Federal Home Loan Bank totaled $26,500,000 at September 30,
2002 compared to $16,000,000 at December 31, 2001. The additional borrowings
will be used to fund anticipated loan growth throughout the remainder of 2002
and into 2003. These funds were drawn at a time when the rate environment for
such borrowings was considered advantageous for future planning purposes. Much
of these borrowings have been temporarily invested in the securities portfolio
as previously noted.
Capital expenditures for premises and equipment totaled $231,000 for the
nine-month period ended September 30, 2002. This compares to $217,000 for the
same period in 2001.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes from the information provided in the
December 31, 2001 Form 10-K.
CONTROLS AND PROCEDURES
(a) Croghan's chief executive officer and its treasurer are charged with making
an evaluation of Croghan's disclosure controls and procedures. These
controls and procedures are designed to ensure that information required to
be disclosed in reports mandated by the Securities Exchange Act of 1934 is
recorded, communicated to management, and accurately reported within the
required time periods. Croghan's chief executive officer and treasurer have
concluded, based upon their evaluation of these controls and procedures as
of September 30, 2002, that Croghan's disclosure controls and procedures
are effective.
(b) There have been no significant changes in Croghan's internal controls or in
other factors that could significantly affect these controls subsequent to
the date of their evaluation.
12
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.
CROGHAN BANCSHARES, INC
-------------------------------
Registrant
Date: October 23, 2002 /s/ Steven C. Futrell
-----------------------------------------
Steven C. Futrell, President & CEO
Date: October 23, 2002 /s/ Allan E. Mehlow
-----------------------------------------
Allan E. Mehlow, Treasurer
13
CERTIFICATIONS
I, Steven C. Futrell, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Croghan
Bancshares, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: October 23, 2002 /s/ Steven C. Futrell
--------------------------------------
Steven C. Futrell, President & CEO
14
CERTIFICATIONS
I, Allan E. Mehlow, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Croghan
Bancshares, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: October 23, 2002 /s/ Allan E. Mehlow
-------------------------------------
Allan E. Mehlow, Treasurer
15