FORM 10-QSB
UNITED STATES 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 Quarterly Period ended December 31, 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 Number 0-25971
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INDIAN VILLAGE BANCORP, INC.
----------------------------
(Exact name of small business issuer as specified in its charter)
Pennsylvania 34-1891199
------------ ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
100 South Walnut Street, Gnadenhutten, Ohio 44629
-------------------------------------------------
(Address of principal executive offices)
(740) 254-4313
--------------
(Issuer's telephone number)
As of February 7, 2003, the latest practical date, 404,479 of the issuer's
common shares, $.01 par value, were issued and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes [X] No [ ]
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1
<page>
INDIAN VILLAGE BANCORP, INC.
INDEX
<table>
<caption>
Page
----
<s>
PART I -FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheets ............................................................ 3
Consolidated Statements of Income ...................................................... 4
Consolidated Statements of Comprehensive Income ........................................ 5
Consolidated Statements of Changes in Shareholders' Equity.............................. 6
Consolidated Statements of Cash Flows .................................................. 8
Notes to Consolidated Financial Statements ............................................. 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...................................... 14
Item 3. Controls and Procedures............................................................ 21
Part II - Other Information
Item 1. Legal Proceedings.................................................................. 22
Item 2. Changes in Securities.............................................................. 22
Item 3. Defaults Upon Senior Securities.................................................... 22
Item 4. Submission of Matters to a Vote of Security Holders................................ 22
Item 5. Other Information.................................................................. 22
Item 6. Exhibits and Reports on Form 8-K................................................... 22
SIGNATURES ........................................................................................... 23
CERTIFICATIONS........................................................................................ 24
</table>
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2
<page>
INDIAN VILLAGE BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
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<table>
<caption>
December 31, June 30,
2002 2002
(Unaudited) ----
-----------
<s>
ASSETS
Cash and due from banks $ 1,549 $ 1,107
Interest-bearing deposits in other banks 1,980 498
-------- --------
Total cash and cash equivalents 3,529 1,605
Securities available for sale at fair value 33,328 25,721
Loans, net of allowance for loan losses 51,612 52,480
Premises and equipment, net 1,423 1,428
Real estate owned 70 70
Federal Home Loan Bank stock 1,602 1,294
Bank-owned life insurance 2,203 2,149
Accrued interest receivable 469 461
Other assets 194 120
-------- --------
Total assets $ 94,430 $ 85,328
======== ========
LIABILITIES
Deposits $ 54,822 $ 51,957
Federal Home Loan Bank advances 30,794 24,826
Accrued interest payable 140 122
Other liabilities 150 160
-------- --------
Total liabilities 85,906 77,065
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 1,000,000 shares authorized,
none outstanding -- --
Common stock, $.01 par value, 5,000,000 shares authorized
445,583 shares issued 4 4
Additional paid-in capital 3,263 3,255
Retained earnings - substantially restricted 5,986 5,838
Unearned employee stock ownership plan shares (326) (341)
Treasury stock, at cost, 41,104 shares at December 31, 2002 and
43,444 shares at June 30, 2002 (487) (514)
Accumulated other comprehensive income (loss) 84 21
-------- --------
Total shareholders' equity 8,524 8,263
-------- --------
Total liabilities and shareholders' equity $ 94,430 $ 85,328
======== ========
</table>
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See accompanying notes to financial statements.
3
<page>
INDIAN VILLAGE BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in thousands, except per share amounts)
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Three Months Ended Six Months Ended
December 31, December 31,
------------- -------------
2002 2001 2002 2001
---- ---- ---- ----
INTEREST AND DIVIDEND INCOME
Loans, including fees $ 979 $1,022 $1,998 $2,014
Taxable securities 238 183 506 379
Tax exempt securities 27 62 64 116
Interest-bearing deposits and
Federal funds sold 7 5 12 10
------ ------ ------ ------
Total interest income 1,251 1,272 2,580 2,519
INTEREST EXPENSE
Deposits 451 502 908 1,050
Federal Home Loan Bank advances 394 319 756 623
------ ------ ------ ------
Total interest expense 845 821 1,664 1,673
------ ------ ------ ------
NET INTEREST INCOME 406 451 916 846
Provision for loan losses 30 22 45 30
------ ------ ------ ------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 376 429 871 816
NONINTEREST INCOME
Service charges and other fees 28 23 56 51
Gain on sale of securities
available for sale, net 62 53 100 78
Other income 31 31 59 61
------ ------ ------ ------
Total noninterest income 121 107 215 190
NONINTEREST EXPENSE
Salaries and employee benefits 205 180 405 372
Occupancy and equipment 52 48 102 96
Professional and consulting fees 27 37 63 64
Franchise taxes 25 22 50 44
Data processing 28 23 55 44
Director and committee fees 17 16 33 33
Other expense 68 65 136 122
------ ------ ------ ------
Total noninterest expense 422 391 844 775
------ ------ ------ ------
INCOME BEFORE INCOME TAXES 75 145 242 231
Income tax expense 4 16 37 14
------ ------ ------ ------
NET INCOME $ 71 $ 129 $ 205 $ 217
====== ====== ====== ======
EARNINGS PER COMMON SHARE (BASIC) $ 0.19 $ 0.35 $ 0.55 $ 0.59
====== ====== ====== ======
EARNINGS PER COMMON SHARE (DILUTED) $ 0.18 $ 0.35 $ 0.54 $ 0.59
====== ====== ====== ======
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See accompanying notes to financial statements.
4
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INDIAN VILLAGE BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands)
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<table>
<caption>
Three Months Ended Six Months Ended
December 31, December 31,
------------ ------------
2002 2001 2002 2001
---- ---- ---- ----
<s> <c> <c> <c> <c>
NET INCOME $ 71 $ 129 $ 205 $ 217
Other comprehensive income, net of tax
Unrealized gains (losses) on securities
available for sale arising during period 27 (159) 129 (28)
Reclassification adjustment for
accumulated (gains) losses included in
net income (41) (35) (66) (51)
----- ----- ----- -----
Net unrealized gains (losses)
on securities (14) (194) 63 (79)
COMPREHENSIVE INCOME (LOSS) $ 57 $ (65) $ 268 $ 138
===== ===== ===== =====
</table>
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See accompanying notes to financial statements.
5
<page>
INDIAN VILLAGE BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
(Dollars in thousands)
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<table>
<caption>
Unrealized
Gain on
Additional Unearned Securities
Common Paid-In Retained ESOP Treasury Available
Stock Capital Earnings Shares Stock for Sale Total
----- ------- -------- ------ ----- -------- -----
<s> <c> <c> <c> <c> <c> <c> <c>
Balance at July 1, 2001 $ 4 $ 3,245 $ 5,730 $ (371) $ (514) $ 33 $ 8,127
Net income for the period -- -- 217 -- -- -- 217
Cash dividend - $0.19 per share -- -- (70) -- -- -- (70)
Release of 1,560 ESOP shares -- 4 -- 15 -- -- 19
Change in fair value of securities
available for sale -- -- -- -- -- (79) (79)
------- ------- ------- ------- ------- ------- -------
Balance at December 31, 2001 $ 4 $ 3,249 $ 5,877 $ (356) $ (514) $ (46) $ 8,214
======= ======= ======= ======= ======= ======= =======
</table>
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See accompanying notes to financial statements.
6
<page>
INDIAN VILLAGE BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (CONTINUED)
(Unaudited)
(Dollars in thousands)
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<table>
<caption>
Unrealized
Gain on
Additional Unearned Securities
Common Paid-In Retained ESOP Treasury Available
Stock Capital Earnings Shares Stock for Sale Total
----- ------- -------- ------ ----- -------- -----
<s> <c> <c> <c> <c> <c> <c> <c>
Balance at July 1, 2002 $ 4 $ 3,255 $ 5,838 $ (341) $ (514) $ 21 $ 8,263
Net income for the period -- -- 205 -- -- -- 205
Cash dividend - $0.16 per share -- -- (57) -- -- -- (57)
Release of 1,481 ESOP shares -- 7 -- 15 -- -- 22
Exercise of 2,340 stock options -- 1 -- -- 27 -- 28
Change in fair value of securities
available for sale -- -- -- -- -- 63 63
------- ------- ------- ------- ------- ------- -------
Balance at December 31, 2002 $ 4 $ 3,263 $ 5,986 $ (326) $ (487) $ 84 $ 8,524
======= ======= ======= ======= ======= ======= =======
</table>
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See accompanying notes to financial statements.
7
<page>
INDIAN VILLAGE BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
<table>
<caption>
Six Months Ended
December 31,
------------
2002 2001
---- ----
<s> <c> <c>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 205 $ 217
Adjustments to reconcile net income to net cash from operating
activities:
Depreciation 60 58
Premium amortization, net of accretion 201 34
Provision for loan losses 45 30
Federal Home Loan Bank stock dividends (35) (38)
Increase in cash surrender value of life insurance (54) (57)
Gain/Loss on sale of securities available for sale (100) (78)
Compensation expense on ESOP shares 22 19
Net change in accrued interest receivable and other assets (96) 107
Net change in accrued expenses and other liabilities 8 (116)
-------- --------
Net cash from operating activities 256 176
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of securities available for sale (26,944) (14,653)
Proceeds from sales of securities available for sale 11,111 8,424
Proceeds from maturities of securities available for sale 8,221 2,442
Net change in loans 823 (2,843)
Premises and equipment expenditures, net (74) (6)
Purchases of Federal Home Loan Bank stock (273) --
-------- --------
Net cash from investing activities (7,136) (6,636)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits 2,865 2,071
Net change in short-term Federal Home Loan Bank advances (2,700) 1,300
Repayment of long-term FHLB advances -- (1,000)
Proceeds from long-term Federal Home Loan Bank advances 9,000 2,000
Principal payments on long-term debt (332) (10)
Cash dividends paid (57) (70)
Proceeds from exercise of stock options 28 --
-------- --------
Net cash from financing activities 8,804 4,291
-------- --------
Net change in cash and cash equivalents 1,924 (2,169)
Cash and cash equivalents at beginning of period 1,605 3,499
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,529 $ 1,330
======== ========
Supplemental disclosures of cash flow information
Cash paid during the period for
Interest $ 1,682 $ 1,045
Income taxes 42 --
</table>
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See accompanying notes to financial statements.
8
<page>
INDIAN VILLAGE BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Table dollar amounts in thousands)
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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These interim financial statements are prepared without audit and reflect all
adjustments which, in the opinion of management, are necessary to present fairly
the financial position of Indian Village Bancorp, Inc. ("Corporation") at
December 31, 2002, and its results of operations and cash flows for the periods
presented. All such adjustments are normal and recurring in nature. The
accompanying consolidated financial statements have been prepared in accordance
with the instructions for Form 10-QSB and, therefore, do not purport to contain
all the necessary financial disclosures required by accounting principles
generally accepted in the United States of America that might otherwise be
necessary in the circumstances, and should be read in conjunction with the
financial statements and notes thereto of the Corporation for the year ended
June 30, 2002. The accounting policies of the Corporation described in the notes
to financial statements contained in the Corporation's June 30, 2002, financial
statements have been consistently followed in preparing this Form 10-QSB. The
results of operations for the three and six months ended December 31, 2002 are
not necessarily indicative of the results of operations that may be expected for
the full year.
The consolidated financial statements include the accounts of the Corporation
and its wholly-owned subsidiaries, Indian Village Community Bank (the "Bank")
and the Delaware Valley Title, LLC (the "Title Company"). All significant
intercompany transactions and balances have been eliminated.
The Corporation's and Bank's revenues, operating income and assets are derived
primarily from the financial institution industry. The Bank is engaged in the
business of residential mortgage lending and consumer banking with operations
conducted through its main office located in Gnadenhutten, Ohio and a branch
office in New Philadelphia, Ohio. These communities and the contiguous areas are
the source of substantially all the Bank's loan and deposit activities. The
majority of the Bank's income is derived from residential and consumer lending
activities and investments. The business of the Title Company is to issue title
insurance underwritten by a third party. The Title Company, which was formed on
September 12, 2001, did not have any significant assets or activity as of or for
the three and six months ended December 31, 2002.
To prepare financial statements in conformity with accounting principles
generally accepted in the United States of America, management makes estimates
and assumptions based on available information. These estimates and assumptions
affect the amounts reported in the financial statements and disclosures
provided, and future results could differ. The allowance for loan losses and
fair values of financial instruments are particularly subject to change.
The provision for income taxes is based on the effective tax rate expected to be
applicable for the entire year. Income tax expense is the total of the
current-year income tax due or refundable and the change in deferred tax assets
and liabilities. Deferred tax assets and liabilities are the expected future tax
amounts for the temporary differences between carrying amounts and tax bases of
assets and liabilities, computed using enacted tax rates. A valuation allowance,
if needed, reduces deferred tax assets to the amount expected to be realized.
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(Continuted)
9
<page>
INDIAN VILLAGE BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Table dollar amounts in thousands)
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Basic earnings per common share is net income divided by the weighted average
number of common shares outstanding during the period. The weighted average
number of shares outstanding during the three and six months ended December 31,
2002 used for this calculation were 372,101 and 371,465, respectively. The
weighted average number of shares outstanding during the three and six months
ended December 31, 2001 used for this calculation were 366,982 and 366,583,
respectively. Employee Stock Ownership Plan ("ESOP") shares are considered
outstanding for this calculation unless unallocated. Diluted earnings per share
shows the dilutive effect of additional common shares issuable under stock
options. The weighted average number of shares outstanding during the three and
six months ended December 31, 2002 used for this calculation were 383,384 and
382,747, respectively. The weighted average number of shares outstanding during
the three and six months ended December 31, 2001 used for this calculation were
369,164 and 368,765, respectively. There was $0.01 per share dilution as the
result of considering the stock options for the three and six months ended
December 31, 2002.
NOTE 2 -CONSUMMATION OF THE CONVERSION TO A STOCK SAVINGS AND LOAN
ASSOCIATION WITH THE CONCURRENT FORMATION OF A HOLDING COMPANY
As part of the conversion from a mutual to a stock company, the Bank established
a liquidation account in an amount equal to its regulatory capital as of
December 31, 1998. The liquidation account will be maintained for the benefit of
eligible depositors who continue to maintain their accounts at the Bank after
the conversion. The liquidation account will be reduced annually to the extent
that eligible depositors have reduced their qualifying deposits. Subsequent
increases will not restore an eligible account holder's interest in the
liquidation account. In the event of a complete liquidation, each eligible
depositor will be entitled to receive a distribution from the liquidation
account in an amount proportionate to the current adjusted qualifying balances
for accounts then held. The Bank may not pay dividends that would reduce
shareholders' equity below the required liquidation account balance.
Under Office of Thrift Supervision ("OTS") regulations, limitations have been
imposed on all "capital distributions" by savings institutions, including cash
dividends. Under OTS regulations, the Bank is not permitted to pay a cash
dividend on its common shares if the regulatory capital would, as a result of
the payment of such dividend, be reduced below the amount required for the
liquidation account, or applicable regulatory capital requirements prescribed by
the OTS.
Effective June 29, 2000, the Bank converted from a federally chartered stock
savings bank to an Ohio-chartered institution and assumed the obligation of the
liquidation account.
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(Continuted)
10
<page>
INDIAN VILLAGE BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Table dollar amounts in thousands)
- --------------------------------------------------------------------------------
NOTE 3 - SECURITIES AVAILABLE FOR SALE
The estimated fair values of securities available for sale are summarized as
follows:
Gross Gross Estimated
Unrealized Unrealized Fair
Gains Losses Value
----- ------ -----
December 31, 2002
-----------------
U.S. Government agencies $ 3 $ -- $ 342
Obligations of states and
political subdivisions 38 (3) 5,340
Corporate debt securities 30 (5) 1,519
Mortgage-backed securities 222 (45) 25,089
Equity securities -- (112) 1,038
-------- -------- --------
$ 293 $ (165) $ 33,328
======== ======== ========
June 30, 2002
-------------
Obligations of states and
political subdivisions $ 78 $ (43) $ 6,081
Corporate debt securities 26 -- 966
Mortgage-backed securities 91 (41) 17,274
Equity securities -- (78) 1,400
-------- -------- --------
$ 195 $ (162) $ 25,721
======== ======== ========
The estimated fair values of debt securities available for sale at December 31,
2002, by contractual maturity, are shown below. Actual maturities could differ
from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties. Securities not
due at a single maturity date, primarily mortgage-backed securities, are shown
separately.
Estimated
Fair
Value
-----
Due under one year $ 103
Due after one year through five years 1,874
Due after five years through ten years 1,495
Due after ten years 4,767
Mortgage-backed securities 25,089
--------
$ 33,328
========
Proceeds from sales of securities available for sale during the six months ended
December 31, 2002 were $11.1 million. Gross gains of $105,000 and gross losses
of $5,000 were realized on those sales. Proceeds from sales of securities
available for sale during the six months ended December 31, 2001 were $8.4
million. Gross gains of $80,000 and gross losses of $2,000 were realized on
those sales.
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(Continuted)
11
<page>
INDIAN VILLAGE BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Table dollar amounts in thousands)
- --------------------------------------------------------------------------------
NOTE 4 - LOANS
<table>
<caption>
Loans are summarized as follows:
December 31, June 30,
2002 2002
---- ----
<s> <c> <c>
Real estate loans:
One- to four-family residential $ 38,928 $ 38,898
Multi-family residential 2,370 2,392
Nonresidential 2,287 2,476
Construction 1,556 1,863
Land 255 610
-------- --------
45,396 46,239
Consumer loans:
Home equity loans and lines of credit 2,043 2,096
Home improvement 1,330 1,346
Automobile 1,461 1,463
Loans on deposit accounts 360 312
Unsecured 96 187
Other 698 556
-------- --------
5,988 5,960
Commercial business loans 670 1,100
-------- --------
52,054 53,299
Less:
Net deferred loan fees and costs (62) (62)
Loans in process (3) --
Allowance for loan losses (377) (757)
-------- --------
$ 51,612 $ 52,480
======== ========
</table>
Activity in the allowance for loan losses is summarized as follows:
<table>
<caption>
Three Months Ended Six Months Ended
December 31, December 31,
------------ ------------
2002 2001 2002 2001
---- ---- ---- ----
<s> <c> <c> <c> <c>
Balance at beginning of period $ 346 $ 259 $ 757 $ 253
Provision for losses 30 22 45 30
Charge-offs -- (11) (427) (13)
Recoveries 1 -- 2 --
----- ----- ----- -----
Balance at end of period $ 377 $ 270 $ 377 $ 270
===== ===== ===== =====
</table>
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(Continuted)
12
<page>
INDIAN VILLAGE BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Table dollar amounts in thousands)
- --------------------------------------------------------------------------------
NOTE 4 - LOANS (Continued)
Nonaccrual loans totaled approximately $1,561,000 and $2,045,000 at December 31,
2002, and June 30, 2002, respectively.
Impaired loans were as follows.
December 31, June 30,
2002 2002
---- ----
Loans with no allocated allowance $ -- $ --
for loan losses
Loans with allocated allowance 661 1,225
------ ------
Total $ 661 $1,225
Amount of the allowance for loan losses allocated $ 213 $ 571
2002 2001
---- ----
Average of impaired loans during the period $ 701 $ --
Interest income recognized during impairment $ -- $ --
Cash-basis interest income recognized $ -- $ --
NOTE 5 - COMMITMENTS, OFF-BALANCE SHEET RISK AND CONTINGENCIES
There are various contingent liabilities that are not reflected in the financial
statements, including claims and legal actions arising in the ordinary course of
business. In the opinion of management, after consultation with legal counsel,
the ultimate disposition of these matters is not expected to have a material
effect on financial condition or results of operations.
The Corporation is a party to financial instruments with off-balance sheet risk
in the normal course of business to meet the financing needs of customers. These
financial instruments include commitments to make loans. The Corporation's
exposure to credit loss in case of nonperformance by the other party to the
financial instrument for commitments to make loans is represented by the
contractual amount of those instruments. The Corporation follows the same credit
policy to make such commitments as is followed for those loans recorded in the
financial statements.
As of December 31, 2002, variable rate and fixed rate commitments to make loans
or fund outstanding lines of credit amounted to approximately $1,286,000 and
$1,287,000. As of June 30, 2002, variable rate and fixed rate commitments to
make loans or fund outstanding lines of credit amounted to approximately
$1,631,000 and $2,210,000. Since loan commitments may expire without being used,
the amounts do not necessarily represent future cash commitments.
- --------------------------------------------------------------------------------
(Continuted)
13
<page>
INDIAN VILLAGE BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Table dollar amounts in thousands)
- --------------------------------------------------------------------------------
INTRODUCTION
In the following pages, management presents an analysis of the financial
condition of Indian Village Bancorp, Inc. as of December 31, 2002 compared to
June 30, 2002, and results of operations for the three and six months ended
December 31, 2002 compared with the same periods in 2001. This discussion is
designed to provide a more comprehensive review of the operating results and
financial position than could be obtained from an examination of the financial
statements alone. This analysis should be read in conjunction with the interim
financial statements and related footnotes included herein.
FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements within the meaning of
the federal securities laws. The Corporation intends such forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Reform Act of 1995, and is
including this statement for purposes of these safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe
future plans, strategies and expectations of the Corporation, are generally
identified by use of the words "believe," "expect," "intend," "anticipate,"
"estimate," "project," or similar expressions. The Corporation's ability to
predict results or the actual effect of future plans or strategies is inherently
uncertain. Factors which could have a material effect on the operations of the
Corporation and the subsidiaries include, but are not limited to, changes in:
interest rates, general economic conditions, legislative/regulatory changes,
monetary and fiscal policies of the U.S. Government, including policies of the
U.S. Treasury and the Federal Reserve Board, the quality or composition of the
loan or investment portfolios, demand for loan products, deposit flows,
competition, demand for financial services in the Corporation's market area and
accounting principles and guidelines. These risks and uncertainties should be
considered in evaluating forward-looking statements and undue reliance should
not be placed on such statements. Further information concerning the Corporation
and its business, including additional factors that could materially affect the
Corporation's financial results, is included in the Corporation's filings with
the SEC.
FINANCIAL CONDITION
Total assets at December 31, 2002 were $94.4 million compared to $85.3 million
at June 30, 2002, an increase of $9.1 million, or 10.7%. The increase in total
assets was funded by an increase in borrowings of $6.0 million and by deposit
growth of $2.9 million which was used to increase securities available for sale
by $7.6 million and increase cash and cash equivalents by $1.9 million. The
increase in securities available for sale consisted primarily of an increase in
mortgage-backed securities of $7.8 million which was offset by a decrease in
municipal securities of $741,000.
Total deposits were $54.8 million at December 31, 2002 compared to $52.0 million
at June 30, 2002, an increase of $2.9 million, or 5.5%. The Corporation
experienced an increase in certificates of deposit of $1.8 million and savings
accounts of $751,000. The certificate of deposit portfolio as a percent of total
deposits was 70.2% at December 31, 2002 and 70.7% at June 30, 2002. Almost all
certificates of deposit held by the Corporation mature in less than three years
with the majority maturing in the next year.
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14
<page>
INDIAN VILLAGE BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Table dollar amounts in thousands)
- --------------------------------------------------------------------------------
As a secondary source of liquidity, the Corporation obtains borrowings from the
Federal Home Loan Bank of Cincinnati, from which it held advances totaling $30.8
million at December 31, 2002 and $24.8 million at June 30, 2002. The Corporation
used these funds to purchase securities available for sale as well as provide
for short-term liquidity needs. FHLB advances at December 31, 2002 consisted of
$20.2 million in long-term callable fixed-rate advances and $10.6 million in
fixed rate mortgage-matched advances. The long-term callable advances have
specified call dates ranging from one to five years at which time the advances
may be called at the option of the Federal Home Loan Bank. Additional advances
may be obtained from the Federal Home Loan Bank to fund future loan growth and
liquidity as needed.
Total shareholders' equity increased from $8.3 million at June 30, 2002 to $8.5
million at December 31, 2002.
Nonperforming assets, consisting of $70,000 in real estate owned and $1,561,000
of nonaccrual loans, totaled $1,631,000 at December 31, 2002 or 1.7% of total
assets, a decrease of $484,000 from June 30, 2002. The nonaccrual loans consist
of $637,000 of commercial loans, $648,000 of residential loans and $276,000 of
consumer loans. The allowance for loan losses totaled $377,000 at December 31,
2002, representing 24.2% of nonaccrual loans and 0.72% of gross loans
receivable. At June 30, 2002 the allowance for loan losses totaled $757,000 and
represented 37.0% of nonaccrual loans and 1.42% of gross loans receivable. The
allowance for loan losses at June 30, 2002 included the specific provision of
$460,000 relating to the default of two large commercial loan relationships,
that was expensed in the fourth quarter of 2002. The decrease in the allowance
for loan losses at December 31, 2002 is also reflected in a decrease in
nonaccrual loans as a result of the charge-off of one of the defaulted loan
relationships as described below.
COMPARISON OF RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 31, 2002
AND DECEMBER 31, 2001
The general economic conditions, the monetary and fiscal policies of federal
agencies and the regulatory policies of agencies that regulate financial
institutions affect the operating results of the Corporation. Interest rates on
competing investments and general market rates of interest influence the
Corporation's cost of funds. Lending activities are influenced by the demand for
real estate loans and other types of loans, which in turn is affected by the
interest rates at which such loans are made, general economic conditions and the
availability of funds for lending activities.
The Corporation's net income primarily depends on its net interest income, which
is the difference between the interest income earned on interest-earning assets,
such as loans and securities, and interest expense incurred on interest-bearing
liabilities, such as deposits and borrowings. The level of net interest income
is dependent on the interest rate environment and the volume and composition of
interest-earning assets and interest-bearing liabilities. Provisions for loan
losses, service charges, gains on the sale of assets, other income, noninterest
expense and income taxes also affect net income.
Net income was $205,000 for the six months ended December 31, 2002, compared to
$217,000 for the six months ended December 31, 2001. The decrease in net income
for the six months ended December 31, 2002 was primarily the result of an
increase in noninterest operating expenses and income tax expense offset by an
increase in net interest income. Basic earnings per common share was $0.55 for
the six months ended December 31, 2002 compared to $0.59 for the six months
ended December 31, 2001. Diluted earnings per common share was $0.54 for the six
months ended December 31, 2002 compared to $0.59 for the six months ended
December 31, 2001.
- --------------------------------------------------------------------------------
15
<page>
INDIAN VILLAGE BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Table dollar amounts in thousands)
- --------------------------------------------------------------------------------
Net interest income totaled $916,000 for the six months ended December 31, 2002,
as compared to $846,000 for the six months ended December 31, 2001, representing
an increase of $70,000, or 8.3%. The change in net interest income is
attributable to an increase in average net earning assets offset by a decrease
in the yield on earning assets.
Interest and fees on loans decreased approximately $16,000, or 0.8%, to $2.0
million for the six months ended December 31, 2002. The decrease in interest and
fees on loans was due to a lower average yield on loans.
Interest earned on securities totaled $570,000 for the six months ended December
31, 2002, as compared to $495,000 for the six months ended December 31, 2001.
The increase was due to higher average securities offset by a lower average
yield on securities.
Interest on interest-bearing deposits and overnight deposits was $12,000 for the
six months ended December 31, 2002 compared to $10,000 for the six months ended
December 31, 2001. The increase was due to a higher average balance of
interest-bearing deposits in other banks.
Interest paid on deposits decreased $142,000 for the six months ended December
31, 2002, compared to the six months ended December 31, 2001. The decrease in
interest expense was due to a decrease in the cost of funds offset by an
increase in the average balances of deposits.
Interest on Federal Home Loan Bank advances totaled $756,000 for the six months
ended December 31, 2002, compared to $623,000 for the six months ended December
31, 2001, an increase of $133,000, or 21.3%. The increase was the result of a
higher average balance offset by a lower cost of funds. The additional
borrowings were used to provide funding for the purchase of investment
securities.
The Corporation maintains an allowance for loan losses in an amount that, in
management's judgment, is adequate to absorb probable losses inherent in the
loan portfolio. While management utilizes its best judgment and information
available, the ultimate adequacy of the allowance is dependent on a variety of
factors, including past loan loss experience, known and inherent risks in the
nature and volume of the portfolio, information about specific borrower
situations and estimated collateral values, economic conditions and other
factors. The provision for loan losses is determined by management as the amount
to be added to the allowance for loan losses after net charge-offs have been
deducted to bring the allowance to a level which is considered adequate to
absorb probable losses in the loan portfolio.
The provision for loan losses for the six months ended December 31, 2002 totaled
$45,000 compared to $30,000 for the six months ended December 31, 2001. The
Corporation experienced net charge-offs of $427,000 and $13,000 during the six
months ended December 31, 2002 and December 31, 2001, respectively. The increase
in net charge-offs compared to the 2001 period was the result of the charge-off
of $427,000 related to a large commercial borrowing relationship. The borrower,
a modular and manufactured homes dealer, who still has a remaining credit
relationship of $637,000 which is classified as impaired, filed chapter 7
bankruptcy on July 29, 2002. This relationship is collateralized by new and used
modular and manufactured homes inventory, receivables and equipment associated
with the business. Management has retained legal counsel specializing in
bankruptcy issues and a receiver has been appointed to liquidate the assets of
the business.
- --------------------------------------------------------------------------------
16
<page>
INDIAN VILLAGE BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Table dollar amounts in thousands)
- --------------------------------------------------------------------------------
Noninterest income includes service charges and other fees, net gains on sales
of securities available for sale and other income. For the six months ended
December 31, 2002, noninterest income totaled $215,000, compared to $190,000 for
the six months ended December 31, 2001. During the 2002 period, the Corporation
experienced an increase in net gains on sales of securities available for sale
of $22,000.
Noninterest expense totaled $844,000 for the six months ended December 31, 2002
compared to $775,000 for same period in 2001. The increase in noninterest
expense was primarily the result of a $33,000 increase in salaries and employee
benefits, a $14,000 increase in other expenses, and an $11,000 increase in data
processing expenses. The increase in salaries and employee benefits and other
expenses is primarily related to the data processing conversion that is expected
to be completed on February 17, 2003.
The volatility of income tax expense is primarily attributable to the change in
income before income taxes. The provision for income taxes totaled $37,000 for
the six months ended December 31, 2002 compared to a tax expense of $14,000 for
the six months ended December 31, 2001. The increase in the income tax expense
in 2002 is attributable to a decrease in tax exempt securities interest income.
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2002
AND DECEMBER 31, 2001
Net income was $71,000 for the three months ended December 31, 2002, compared to
$129,000 for the three months ended December 31, 2001. The decrease in net
income for the three months ended December 31, 2002 was primarily the result of
a decrease in net interest income and an increase in noninterest expense offset
by a increase in noninterest income. Basic earnings per common share was $0.19
for the three months ended December 31, 2002 compared to $0.35 for the three
months ended December 31, 2001. Diluted earnings per common share was $0.18 for
the three months ended December 31, 2002 compared to $0.35 for the three months
ended December 31, 2001.
Net interest income totaled $406,000 for the three months ended December 31,
2002, as compared to $451,000 for the three months ended December 31, 2001,
representing a decrease of $45,000, or 10.0%. The change in net interest income
is attributable to a decrease in the interest rate spread offset by an increase
in average interest-bearing liabilities.
Interest and fees on loans decreased approximately $43,000, or 4.2%, from $1.0
million for the three months ended December 31, 2001 to $979,000 for the three
months ended December 31, 2002. The decrease in interest income was due to a
lower average yield on loans.
Interest earned on securities totaled $265,000 for the three months ended
December 31, 2002, as compared to $245,000 for the three months ended December
31, 2001. The increase was a result of higher average securities available for
sale offset by a lower average yield on securities.
Interest on interest-bearing deposits and overnight deposits for the three
months ended December 31, 2002 totaled $7,000, compared to $5,000 in the same
quarter in 2001.
Interest paid on deposits decreased $51,000 for the three months ended December
31, 2002, compared to the three months ended December 31, 2001. The decrease in
interest expense was due to a decrease in the cost of funds offset by an
increase in the average balances of deposits.
- --------------------------------------------------------------------------------
17
<page>
INDIAN VILLAGE BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Table dollar amounts in thousands)
- --------------------------------------------------------------------------------
Interest on Federal Home Loan Bank advances totaled $394,000 for the three
months ended December 31, 2002, compared to $319,000 for the three months ended
December 31, 2001. The increase was the result of a higher average balance
offset by a lower cost of funds. The additional borrowings were used to provide
funding for the purchase of investment securities.
The provision for loan losses for the three months ended December 31, 2002
totaled $30,000 compared to $22,000 for the three months ended December 31,
2001. The Corporation experienced a recovery of $1,000 during the three months
ended December 31, 2002. The Corporation experienced $11,000 in net charge-offs
during the three months ended December 31, 2001.
For the three months ended December 31, 2002, noninterest income totaled
$121,000, compared to $107,000 for the three months ended December 31, 2001.
During the 2002 period, the Corporation experienced an increase in net gains on
sales of securities available for sale of $9,000 and service charges and other
fees of $5,000.
Noninterest expense totaled $422,000 for the three months ended December 31,
2002 compared to $391,000 for same period in 2001. The increase in noninterest
expense was primarily the result of a $25,000 increase in salaries and employee
benefits. The increase in salaries and employee benefits is primarily related to
the data processing conversion that is expected to be completed on February 17,
2003.
The volatility of income tax expense is primarily attributable to the change in
net income before income taxes. The provision for income taxes totaled $4,000
for the three months ended December 31, 2002 compared to $16,000 for the three
months ended December 31, 2001.
LIQUIDITY AND CAPITAL RESOURCES
The Corporation's liquidity, primarily represented by cash and cash equivalents,
is a result of its operating, investing and financing activities. These
activities are summarized below for the three months ended December 31, 2002 and
2001.
Six Months Ended
December 31,
------------
2002 2001
---- ----
Net income $ 205 $ 217
Adjustments to reconcile net income to
net cash from operating activities 51 (41)
------- -------
Net cash from operating activities 256 176
Net cash from investing activities (7,136) (6,636)
Net cash from financing activities 8,804 4,291
------- -------
Net change in cash and cash equivalents 1,924 (2,169)
Cash and cash equivalents at beginning of period 1,605 3,499
------- -------
Cash and cash equivalents at end of period $ 3,529 $ 1,330
======= =======
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18
<page>
INDIAN VILLAGE BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Table dollar amounts in thousands)
- --------------------------------------------------------------------------------
The Corporation's principal sources of funds are deposits, loan repayments,
maturities of securities, Federal Home Loan Bank advances and other funds
provided by operations. While scheduled loan repayments and maturing securities
are relatively predictable, deposit flows and early loan prepayments are
influenced by interest rates, general economic conditions, and competition. The
Corporation maintains investments in liquid assets based on management's
assessment of (1) need for funds, (2) expected deposit flows, (3) yields
available on short-term liquid assets and (4) objectives of the asset/liability
management program.
The Corporation has the ability to borrow funds from the Federal Home Loan Bank
and has various federal fund sources from correspondent banks, should the
Corporation need to supplement its future liquidity needs in order to meet loan
demand, deposit withdrawals, or to fund investment opportunities. Management
believes the Corporation's liquidity position is strong based on its level of
cash, cash equivalents, core deposits, the stability of its other funding
sources and the support provided by its capital base.
Total shareholders' equity increased $261,000 between June 30, 2002 and December
31, 2002, the increase was primarily due to increases in earnings retained and
an increase in other comprehensive income.
The Corporation is not subject to any separate regulatory capital requirements.
The Bank, however, is subject to various regulatory capital requirements
administered by federal regulatory agencies. Failure to meet minimum capital
requirements can initiate certain mandatory actions that, if undertaken, could
have a direct material affect on the Bank's financial statements. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action,
the Bank must meet specific capital guidelines involving quantitative measures
of the Bank's assets, liabilities and certain off-balance sheet items as
calculated under regulatory accounting practices. The Bank's capital amounts and
classifications are also subject to qualitative judgments by regulators about
the Bank's components, risk weightings and other factors. At December 31, 2002,
and June 30, 2002, the Bank complied with all regulatory capital requirements.
Based on the Bank's computed regulatory capital ratios at December 31, 2002 and
June 30, 2002, the Bank was considered well capitalized under the Federal
Deposit Insurance Corporation Act at those dates.
- --------------------------------------------------------------------------------
19
<page>
INDIAN VILLAGE BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Table dollar amounts in thousands)
- --------------------------------------------------------------------------------
At December 31, 2002, and June 30, 2002 the Bank's actual capital levels and
minimum required levels were:
<table>
<caption>
Minimum
Required To Be
Minimum Required Well Capitalized
For Capital Under Prompt Corrective
Actual Adequacy Purposes Action Regulations
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
<s> <c> <c> <c> <c> <c> <c>
December 31, 2002
- -----------------
Total capital (to risk-
weighted assets) $8,284 17.6% $3,755 8.0% $4,694 10.0%
Tier 1 (core) capital (to
risk-weighted assets) 7,907 16.8 1,878 4.0 2,817 6.0
Tier 1 (core) capital (to
adjusted total assets) 7,907 8.3 3,789 4.0 4,737 5.0
Tangible capital (to
adjusted total assets) 7,907 8.3 1,421 1.5 N/A
June 30, 2002
- -------------
Total capital (to risk-
weighted assets) $8,467 16.4% $4,121 8.0% $5,151 10.0%
Tier 1 (core) capital (to
risk-weighted assets) 7,710 15.0 2,060 4.0 3,091 6.0
Tier 1 (core) capital (to
adjusted total 7,710 9.0 3,431 4.0 4,289 5.0
Tangible capital (to
adjusted total assets) 7,710 9.0 1,287 1.5 N/A
</table>
- --------------------------------------------------------------------------------
20
<page>
INDIAN VILLAGE BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Table dollar amounts in thousands)
- --------------------------------------------------------------------------------
CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. The Corporation maintains
controls and procedures designed to ensure that information required to be
disclosed in the reports that the Corporation files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities and
Exchange Commission. Based upon their evaluation of those controls and
procedures performed within 90 days of the filing date of this report, the chief
executive officer and the vice president, controller (principal accounting &
financial officer) of the Corporation concluded that the Corporation's
disclosure controls and procedures were adequate.
Changes in internal controls. The Corporation made no significant changes in its
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and chief financial officer.
- --------------------------------------------------------------------------------
21
<page>
INDIAN VILLAGE BANCORP, INC.
PART II - OTHER INFORMATION
- --------------------------------------------------------------------------------
Item 1. Legal Proceedings
-----------------
None
Item 2. Changes in Securities
---------------------
Not applicable.
Item 3. Defaults on Senior Securities
-----------------------------
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The annual meeting of stockholders of the Corporation was held on
November 6, 2002. The results of the vote on the matters presented at
the meetings is as follows:
1. The following individuals were elected as directors, each for a
three-year term:
Votes For Votes Withheld
--------- --------------
Michael A. Cochran 293,763 12,050
Rebecca S. Mastin 304,763 1,050
2. The appointment of Crowe, Chizek and Company LLP as auditors for
the Corporation for the fiscal year ending June 30, 2003, was as
ratified by stockholders by the following vote:
Votes For Votes Against Abstain
--------- ------------- -------
302,987 1,000 1,826
Item 5. Other Information
-----------------
None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibit No. 3.1: Articles of Incorporation of Indian Village
Bancorp, Inc. (1)
Exhibit No. 3.2: Bylaws of Indian Village Bancorp, Inc. (1)
Exhibit No. 4.0: Form of Stock Certificate of Indian Village
Bancorp, Inc. (1)
Exhibit No. 10.1: Indian Village Community Bank Employee Stock
Ownership Plan Trust Agreement (2)
Exhibit No. 10.2: ESOP Loan Commitment Letter and ESOP Loan
Documents (2)
Exhibit No. 10.3: Employment Agreement between Indian Village
Community Bank, Indian Village
Bancorp, Inc. and Marty R. Lindon (2)
Exhibit No. 10.4: Employment Agreement between Indian Village
Community Bank, Indian Village
Bancorp, Inc. and Lori S. Frantz (2)
Exhibit No. 10.5: Indian Village Community Bank Employee
Severance Compensation Plan (2)
Exhibit No. 10.6: Indian Village Bancorp, Inc. 2000 Stock Based
Incentive Plan (3)
Exhibit No. 11.0: Statement re: computation of per share
earnings (4)
(1) Incorporated herein by reference from the Exhibits to Form
SB-2, Registration Statement and amendments thereto,
initially filed on March 18, 1998, Registration No.
333-74621.
(2) Incorporated herein by reference from the Exhibits to Form
10-QSB for the quarter ended September 30, 1999, filed
November 15, 1999.
(3) Incorporated herein be reference from the Proxy Statement
filed March 27, 2000.
(4) Reference is hereby made to Note 1 of the Consolidated
Statements on page 10, hereof.
(b) No current reports on Form 8-K were filed by the Corporation
during the quarter ended December 31, 2002.
- --------------------------------------------------------------------------------
22
<page>
INDIAN VILLAGE BANCORP, INC.
SIGNATURES
- --------------------------------------------------------------------------------
In accordance with the requirement of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: February 12, 2003 /s/ Marty R. Lindon
----------------------- ------------------------------------------
Marty R. Lindon
President and Chief Executive Officer
Date: February 12, 2003 /s/ Andrea R. Miley
----------------------- ------------------------------------------
Andrea R. Miley
Vice President, Controller
(principal accounting & financial officer)
- --------------------------------------------------------------------------------
23
<page>
INDIAN VILLAGE BANCORP, INC.
CERTIFICATION
I, Marty R. Lindon, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Indian Village
Bancorp, 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
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 functions):
a. all significant deficiencies in the design or operation of the
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 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 the
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: February 12, 2003 /s/ Marty R. Lindon
President & Chief Executive Officer
(principal executive officer)
- --------------------------------------------------------------------------------
24
<page>
INDIAN VILLAGE BANCORP, INC.
CERTIFICATION
I, Andrea R. Miley, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Indian Village
Bancorp, 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
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 functions):
a. all significant deficiencies in the design or operation of the
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 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 the
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: February 12, 2003 /s/ Andrea R. Miley
Vice President - Controller
(principal accounting and financial officer)
- --------------------------------------------------------------------------------
25