UNITED STATES
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 September 30, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to ____________.
Commission File Number 0-22223
-------
PEOPLES-SIDNEY FINANCIAL CORPORATION
------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 31-1499862
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
101 E. Court Street, Sidney, Ohio 45365
----------------------------------------
(Address of principal executive offices)
(937) 492-6129
--------------
(Issuer's telephone number)
As of November 8, 2002, the latest practicable date, 1,448,302 shares of the
issuer's common shares, $.01 par value, were issued and outstanding.
Transitional Small Business Disclosure Format (Check One):
Yes [ ] No [X]
1.
PEOPLES-SIDNEY FINANCIAL CORPORATION
INDEX
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets.................................................... 3
Consolidated Statements of Income ............................................. 4
Consolidated Statements of Comprehensive Income................................ 5
Condensed Consolidated Statements of Changes in Shareholders' Equity........... 6
Consolidated Statements of Cash Flows ......................................... 7
Notes to Consolidated Financial Statements .................................... 8
Item 2. Management's Discussion and Analysis........................................... 15
Item 3. Controls and Procedures........................................................ 20
Part II - Other Information
Item 1. Legal Proceedings.............................................................. 21
Item 2. Changes in Securities.......................................................... 21
Item 3. Defaults Upon Senior Securities................................................ 21
Item 4. Submission of Matters to a Vote of Security Holders............................ 21
Item 5. Other Information.............................................................. 21
Item 6. Exhibits and Reports on Form 8-K............................................... 21
SIGNATURES ............................................................................... 22
CERTIFICATIONS............................................................................ 23
- -------------------------------------------------------------------------------------------------
2.
PEOPLES-SIDNEY FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
- -------------------------------------------------------------------------------------------------------------------
Item 1. Financial Statements
--------------------
September 30, June 30,
2002 2002
---- ----
ASSETS
Cash and due from financial institutions $ 1,054,627 $ 1,018,337
Interest-bearing deposits in other financial institutions 3,774,985 3,770,677
Overnight deposits 300,000 800,000
--------------- ----------------
Total cash and cash equivalents 5,129,612 5,589,014
Securities available for sale 4,044,320 3,525,750
Federal Home Loan Bank stock 1,492,200 1,474,600
Loans, net 119,637,189 121,224,773
Accrued interest receivable 887,076 834,744
Premises and equipment, net 1,980,524 2,028,995
Real estate owned 76,537 --
Other assets 142,262 176,432
--------------- ----------------
Total assets $ 133,389,720 $ 134,854,308
=============== ================
LIABILITIES
Deposits $ 92,772,531 $ 94,786,623
Borrowed funds 22,883,387 22,455,813
Accrued interest payable and other liabilities 411,882 417,664
--------------- ----------------
Total liabilities 116,067,800 117,660,100
SHAREHOLDERS' EQUITY
Preferred stock, $.01 par value, 500,000 shares
authorized, none issued and outstanding -- --
Common stock, $.01 par value, 3,500,000 shares
authorized, 1,785,375 shares issued 17,854 17,854
Additional paid-in capital 10,690,207 10,689,800
Retained earnings 11,461,410 11,371,950
Treasury stock, 326,228 and 321,228 shares, at cost (3,763,717) (3,703,717)
Unearned employee stock ownership plan shares (985,997) (1,023,928)
Unearned management recognition plan shares (127,088) (174,746)
Accumulated other comprehensive income 29,251 16,995
--------------- ----------------
Total shareholders' equity 17,321,920 17,194,208
--------------- ----------------
Total liabilities and shareholders' equity $ 133,389,720 $ 134,854,308
=============== ================
- -------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
3.
PEOPLES-SIDNEY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
- -------------------------------------------------------------------------------------------------------------------
Three Months Ended
September 30,
2002 2001
---- ----
Interest income
Loans, including fees $ 2,199,268 $ 2,407,543
Securities 45,270 49,806
Demand, time and overnight deposits 6,407 41,724
Dividends on Federal Home Loan Bank stock 17,655 24,652
-------------- ---------------
Total interest income 2,268,600 2,523,725
Interest expense
Deposits 829,403 1,164,302
Borrowed funds 331,708 388,578
-------------- ---------------
Total interest expense 1,161,111 1,552,880
-------------- ---------------
Net interest income 1,107,489 970,845
Provision for loan losses 16,329 15,462
-------------- ---------------
Net interest income after provision for loan losses 1,091,160 955,383
Noninterest income
Service fees and other charges 33,501 32,889
Noninterest expense
Compensation and benefits 427,125 407,162
Director fees 24,300 24,300
Occupancy and equipment 112,011 107,682
Computer processing expense 62,988 63,710
State franchise taxes 45,138 47,569
Professional fees 25,415 24,079
Other 89,354 91,583
-------------- ---------------
Total noninterest expense 786,331 766,085
-------------- ---------------
Income before income taxes 338,330 221,187
Income tax expense 125,400 84,600
-------------- ---------------
Net income $ 212,930 $ 137,587
============== ===============
Earnings per common share - basic $ 0.16 $ 0.10
============== ==============
Earnings per common share - diluted $ 0.16 $ 0.10
============== ==============
- -------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
4.
PEOPLES-SIDNEY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
- ----------------------------------------------------------------------------------------------------------------
Three Months Ended
September 30,
-------------
2002 2001
---- ----
Net income $ 212,930 $ 137,587
Other comprehensive income
Unrealized holding gains on
available-for-sale securities 18,570 53,460
Tax effect (6,314) (18,176)
-------------- -------------
Other comprehensive income 12,256 35,284
-------------- -------------
Comprehensive income $ 225,186 $ 172,871
============== =============
- ----------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
5.
PEOPLES-SIDNEY FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS' EQUITY
(Unaudited)
- --------------------------------------------------------------------------------------------------------------------
Three Months
Ended September 30,
-------------------
2002 2001
---- ----
Balance, beginning of period $ 17,194,208 $ 17,149,613
Net income for period 212,930 137,587
Cash dividends, $.09 per share in 2002 and $.08 per share in 2001 (123,470) (112,622)
Purchase of 5,000 and 12,000 shares of treasury stock in 2002 and
2001, at cost (60,000) (119,350)
Commitment to release 2,856 management recognition plan
shares in 2002 and 2001 47,658 47,658
Commitment to release 3,233 and 3,378 employee stock ownership
plan shares in 2002 and 2001, at fair value 38,338 32,958
Change in fair value on securities available for sale, net of tax 12,256 35,284
--------------- ----------------
Balance, end of period $ 17,321,920 $ 17,171,128
=============== ================
- --------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
6.
PEOPLES-SIDNEY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
- ---------------------------------------------------------------------------------------------------------------------
Three Months Ended
September 30,
-------------
2002 2001
---- ----
Cash flows from operating activities
Net income $ 212,930 $ 137,587
Adjustments to reconcile net income to net cash from
operating activities
Depreciation 51,713 52,792
Provision for loan losses 16,329 15,462
FHLB stock dividends (17,600) (24,600)
Compensation expense for ESOP shares 38,338 32,958
Compensation expense for MRP shares 47,658 47,658
Change in
Accrued interest receivable and other assets (18,162) 37,503
Accrued expense and other liabilities (12,096) (7,798)
Deferred loan fees 3,647 22,969
-------------- ---------------
Net cash from operating activities 322,757 314,531
Cash flows from investing activities
Purchases of time deposits in other financial institutions -- (300,000)
Proceeds from maturities/calls of securities available for sale -- 500,000
Purchases of securities available for sale (500,000) --
Net change in loans 1,491,071 (1,920,500)
Premises and equipment expenditures (3,242) (182,582)
-------------- ---------------
Net cash from investing activities 987,829 (1,903,082)
Cash flows from financing activities
Net change in deposits (2,014,092) 3,152,933
Repayments of long-term FHLB advances (72,426) (114,710)
Net change in short-term FHLB advances 500,000 --
Cash dividends paid (123,470) (112,622)
Purchase of treasury stock (60,000) (119,350)
-------------- ---------------
Net cash from financing activities (1,769,988) 2,806,251
-------------- ---------------
Net change in cash and cash equivalents (459,402) 1,217,700
Cash and cash equivalents at beginning of period 5,589,014 6,350,895
-------------- ---------------
Cash and cash equivalents at end of period $ 5,129,612 $ 7,568,595
============== ===============
Supplemental disclosures of cash flow information
Cash paid during the period for
Interest $ 1,213,964 $ 1,541,703
Income taxes 65,000 --
Noncash transactions
Transfer from loans to other real estate owned $ 76,537 $ --
- ---------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
7.
PEOPLES-SIDNEY FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION: The accompanying consolidated financial statements
include accounts of Peoples-Sidney Financial Corporation ("Peoples") and its
wholly-owned subsidiary, Peoples Federal Savings and Loan Association
("Association"), a federal stock savings and loan association, together referred
to as the Corporation. All significant intercompany transactions and balances
have been eliminated.
These interim consolidated 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 the Corporation at September 30, 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 of
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 consolidated financial
statements and notes thereto of the Corporation for the fiscal year ended June
30, 2002, included in the Corporation's 2002 Annual Report on Form 10-KSB for
the fiscal year ended June 30, 2002. Reference is made to the accounting
policies of the Corporation described in the notes to consolidated financial
statements contained in such report. The Corporation has consistently followed
these policies in preparing this Form 10-QSB.
NATURE OF OPERATIONS: The Corporation provides financial services through its
main office in Sidney, Ohio, and branch offices in Sidney, Anna and Jackson
Center, Ohio. Its primary deposit products are checking, savings and term
certificate accounts, and its primary lending products are residential mortgage,
commercial and installment loans. Substantially all loans are secured by
specific items of collateral including business assets, consumer assets and
commercial and residential real estate. Commercial loans are expected to be
repaid from cash flow from operations of businesses. Substantially all revenues
and services are derived from financial institution products and services in
Shelby County and contiguous counties. Management considers the Corporation to
operate primarily in one segment, banking.
USE OF ESTIMATES: 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.
INCOME TAXES: Income tax expense 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 the carrying amounts and tax basis
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.
EARNINGS PER COMMON SHARE: Basic earnings per common share ("EPS") is net income
divided by the weighted average number of common shares outstanding during the
period. Employee stock ownership plan ("ESOP") shares are considered outstanding
for this calculation unless unearned. Management recognition plan ("MRP") shares
are considered outstanding as they become vested. Diluted EPS shows the dilutive
effect of MRP shares and the additional common shares issuable under stock
options.
- --------------------------------------------------------------------------------
(Continued)
8.
PEOPLES-SIDNEY FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
NEW ACCOUNTING PRONOUNCEMENTS: In June 2001, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
142, "Goodwill and Other Intangible Assets," which addresses the accounting for
such assets arising from prior and future business combinations. Upon the
adoption of this Statement, goodwill arising from business combinations will no
longer be amortized, but rather will be assessed regularly for impairment, with
any such impairment recognized as a reduction to earnings in the period
identified. Other identified intangible assets, such as core deposit intangible
assets, will continue to be amortized over their estimated useful lives. The
Corporation was required to adopt this Statement on July 1, 2002. The adoption
of this Statement did not have an impact on the Corporation's financial
statements, because the Corporation does not have any intangible assets.
The FASB issued SFAS No. 143, "Asset Retirement Obligations." The provisions of
this standard apply to asset retirements beginning July 1, 2002. The adoption of
this standard did not have a material affect on the Corporation's financial
position or results of operations.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which amends SFAS No. 121 by addressing business
segments accounted for as a discontinued operation under Accounting Principles
Board Opinion No. 30. This Statement was effective July 1, 2002. The effect of
this Statement on the financial position and results of operations of the
Corporation was not material.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". This Statement addresses the timing of
recognition of a liability for exit and disposal cost at the time a liability is
incurred, rather than at a plan commitment date, as previously required. Exit or
disposal costs will be measured at fair value, and the recorded liability will
be subsequently adjusted for changes in estimated cash flows. This Statement is
required to be effective for exit or disposal activities entered after December
31, 2002, and early adoption is encouraged. The Corporation does not believe
this statement will have a material effect on its financial position or results
of operations.
SFAS No. 147, "Acquisitions of Certain Financial Institutions" became effective
October 1, 2002. This standard requires any unidentifiable intangible asset
previously recorded as the result of a business combination to be reclassified
as goodwill and the amortization of this asset will cease. The effect of this
standard on the financial position and results of operations of the Corporation
was not material, as the Corporation does not have any unidentified intangible
assets.
- --------------------------------------------------------------------------------
(Continued)
9.
PEOPLES-SIDNEY FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
NOTE 2 - SECURITIES AVAILABLE FOR SALE
Securities available for sale were as follows.
Gross Gross
Fair Unrealized Unrealized
Value Gains Losses
September 30, 2002 ----- ----- ------
- ------------------
U.S. Government agencies $ 4,044,320 $ 44,320 $ --
============ ============ =============
June 30, 2002
- -------------
U.S. Government agencies $ 3,525,750 $ 28,080 $ (2,330)
============ ============ =============
Contractual maturities of securities available for sale at September 30, 2002
were as follows. Actual maturities may differ from contractual maturities
because borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.
Fair
Value
-----
Due after one year through five years $ 3,031,530
Due after five years through ten years 1,012,790
--------------
$ 4,044,320
==============
No securities were sold during the three-month periods ended September 30, 2002
and 2001. No securities were pledged as collateral at September 30, 2002 or June
30, 2002.
- --------------------------------------------------------------------------------
(Continued)
10.
PEOPLES-SIDNEY FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
NOTE 3 - LOANS
Loans were as follows.
September 30, June 30,
2002 2002
---- ----
Mortgage loans:
1-4 family residential $ 93,462,789 $ 96,006,970
Multi-family residential 1,898,563 1,913,649
Commercial real estate 10,145,604 10,111,114
Real estate construction and
development 8,567,243 7,096,855
Land 879,407 1,309,677
-------------- --------------
Total mortgage loans 114,953,606 116,438,265
Consumer loans 4,488,813 4,625,413
Commercial loans 3,921,495 3,716,760
-------------- --------------
Total loans 123,363,914 124,780,438
Less:
Allowance for loan losses (719,000) (708,000)
Loans in process (2,672,544) (2,516,131)
Deferred loan fees (335,181) (331,534)
-------------- --------------
$ 119,637,189 $ 121,224,773
============== ==============
Activity in the allowance for loan losses is summarized as follows.
Three Months Ended
September 30,
-------------
2002 2001
---- ----
Balance at beginning of period $ 708,000 $ 660,800
Provision for losses 16,329 15,462
Charge-offs (5,570) --
Recoveries 241 238
------------ ------------
Balance at end of period $ 719,000 $ 676,500
============ ============
Nonperforming loans were as follows:
September 30, June 30,
2002 2002
---- ----
Loans past due over 90 days still on accrual $ 472,000 $ 472,000
Nonaccrual loans 801,000 598,000
Nonperforming loans include smaller balance homogeneous loans, such as
residential mortgage and consumer loans that are collectively evaluated for
impairment.
As of September 30, 2002 and June 30, 2002 and for the three months ended
September 30, 2002 and 2001, impaired loans were not material.
- --------------------------------------------------------------------------------
(Continued)
11.
PEOPLES-SIDNEY FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
NOTE 4 - BORROWED FUNDS
At September 30, 2002 and June 30, 2002, the Association had a cash management
line of credit enabling it to borrow up to $8,000,000 from the Federal Home Loan
Bank of Cincinnati ("FHLB"). All cash management advances have an original
maturity of 90 days. The line of credit must be renewed on an annual basis.
There were $1,000,000 in outstanding borrowings on this line of credit at
September 30, 2002 and $500,000 in outstanding borrowings at June 30, 2002.
As a member of the FHLB system, the Association has the ability to obtain
borrowings up to a maximum total of $29,844,000 including the cash management
line of credit based upon the Corporation's current FHLB stock ownership.
However, the Association can obtain advances up to the lower of 50% of the
Association's total assets or 80% of the Association's pledgable residential
mortgage loan portfolio by purchasing more FHLB stock. Advances from the Federal
Home Loan Bank were as follows.
September 30, June 30,
2002 2002
---- ----
Cash management advance, variable rate
2.15% at September 30, 2002 and June 30, 2002 $ 1,000,000 $ 500,000
6.13% FHLB fixed-rate advance, due June 25, 2008 7,000,000 7,000,000
6.00% FHLB convertible advance, fixed-rate until
June 2004, due June 11, 2009 5,000,000 5,000,000
6.27% FHLB convertible advance, fixed-rate until
September 2003, due September 8, 2010 5,000,000 5,000,000
5.30% select pay mortgage-matched advance, final
maturity May 1, 2011 1,611,319 1,635,638
5.35% select pay mortgage-matched advance, final
maturity July 1, 2011 3,272,068 3,320,175
------------- -------------
$ 22,883,387 $ 22,455,813
============= =============
Advances under the borrowing agreements are collateralized by a blanket pledge
of the Association's residential mortgage loan portfolio and its FHLB stock.
The interest rates on the convertible advances are fixed for a specified number
of years, then convertible to a variable rate at the option of the FHLB. If the
convertible option is exercised, the advance may be prepaid without penalty. The
select pay mortgage-matched advances require monthly principal and interest
payments and annual additional principal payments.
Maturities of FHLB advances for the next fives years and thereafter were as
follows.
Year ended September 30,
2003 $ 1,891,817
2004 782,134
2005 684,461
2006 597,545
2007 520,259
Thereafter 18,407,171
--------------
$ 22,883,387
==============
- --------------------------------------------------------------------------------
(Continued)
12.
PEOPLES-SIDNEY FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
NOTE 5 - OFF-BALANCE-SHEET ACTIVITIES
Loss contingencies, including claims and legal actions arising in the ordinary
course of business, are recorded as liabilities when the likelihood of loss is
probable and an amount or range of loss can be reasonably estimated. Management
does not believe there now are such matters that will have a material effect on
the financial statements.
Some financial instruments, such as loan commitments, credit lines, letters of
credit and overdraft protection, are issued to meet customer financing needs.
These are agreements to provide credit or to support the credit of others, as
long as conditions established in the contract are met, and usually have
expiration dates. Commitments may expire without being used. Off-balance-sheet
risk to credit loss exists up to the face amount of these instruments, although
material losses are not anticipated. The same credit policies are used to make
such commitments as are used for loans, including obtaining collateral at
exercise of the commitment.
The contractual amount of financial instruments with off-balance-sheet risk was
as follows.
September 30, June 30,
2002 2002
---- ----
Fixed Variable Fixed Variable
Rate Rate Rate Rate
---- ---- ---- ----
Nonresidential $ -- $ -- $ 696,000 $ --
Residential real estate 1,337,000 143,000 400,000 --
Interest rates 5.875-6.75% 6.00-7.50% 6.75-7.00% --
Commitments to make loans are generally made for a period of 30 days or less.
The maximum maturity for fixed-rate loan commitments was 20 years.
The Corporation also had unused commercial and home equity lines of credit
approximating $3,857,000 and $3,156,000 at September 30, 2002 and June 30, 2002.
At September 30, 2002 and June 30, 2002, the Association was required to have
$1,591,000 and $1,700,000 on deposit with its correspondent banks as a
compensating clearing requirement.
The Association entered into employment agreements with certain officers of the
Corporation. The agreements provide for a term of one to three years and a
salary and performance review by the Board of Directors not less often than
annually, as well as inclusion of the employee in any formally established
employee benefit, bonus, pension and profit-sharing plans for which management
personnel are eligible. The agreements provide for extensions for a period of
one year on each annual anniversary date, subject to review and approval of the
extension by disinterested members of the Board of Directors of the Association.
The employment agreements also provide for vacation and sick leave.
- --------------------------------------------------------------------------------
(Continued)
13.
PEOPLES-SIDNEY FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
NOTE 6 - EARNINGS PER SHARE
A reconciliation of the numerators and denominators used in the computation of
the basic earnings per common share and diluted earnings per common share is
presented below:
Three Months Ended
------------------
September 30,
-------------
2002 2001
---- ----
Basic Earnings Per Common Share
Net income $ 212,930 $ 137,587
=========== ===========
Weighted average common shares outstanding 1,459,962 1,506,850
Less: Average unallocated ESOP shares (85,646) (99,085)
Less: Average unearned MRP shares (9,045) (20,469)
----------- -----------
Weighted average common shares outstanding for
basic earnings per common share 1,365,271 1,387,296
=========== ===========
Basic earnings per common share $ 0.16 $ 0.10
=========== ===========
Diluted Earnings Per Common Share
Net income $ 212,930 $ 137,587
=========== ===========
Weighted average common shares outstanding for
basic earnings per common share 1,365,271 1,387,296
Add: Dilutive effects of average unearned MRP shares -- --
Add: Dilutive effects of assumed exercises of stock options -- --
----------- -----------
Weighted average common shares and dilutive
potential common shares outstanding 1,365,271 1,387,296
=========== ===========
Diluted earnings per common share $ 0.16 $ 0.10
=========== ===========
Unearned MRP shares and stock options granted did not have a dilutive effect on
EPS for the three months ended September 30, 2002 and 2001 as the fair value of
the MRP shares on the date of grant and the exercise price of outstanding
options was greater than the average market price for the period. As of
September 30, 2002 and 2001, there were 140,824 options outstanding that were
not dilutive.
- --------------------------------------------------------------------------------
(Continued)
14.
PEOPLES-SIDNEY FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis
-------------------------------------
INTRODUCTION
In the following pages, management presents an analysis of the consolidated
financial condition of the Corporation as of September 30, 2002, compared to
June 30, 2002, and results of operations for the three months ended September
30, 2002, compared with the same period in 2001. This discussion is designed to
provide a more comprehensive review of 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.
When used in this discussion or future filings by the Corporation with the
Securities and Exchange Commission, or other public or shareholder
communications, or in oral statements made with the approval of an authorized
executive officer, the words or phrases "will likely result," "are expected to,"
"will continue," "is anticipated," "estimate," "project," "believe" or similar
expressions are intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. The Corporation
wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made, and to advise
readers that various factors, including regional and national economic
conditions, changes in levels of market interest rates, credit risks of lending
activities and competitive and regulatory factors, could affect the
Corporation's financial performance and could cause the Corporation's actual
results for future periods to differ materially from those anticipated or
projected.
The Corporation is not aware of any trends, events or uncertainties that will
have or are reasonably likely to have a material effect on its liquidity,
capital resources or operations except as discussed herein. The Corporation is
not aware of any current recommendations by regulatory authorities that would
have such effect if implemented.
The Corporation does not undertake, and specifically disclaims, any obligation
to publicly release the result of any revisions that may be made to any
forward-looking statements to reflect occurrence of anticipated or unanticipated
events or circumstances after the date of such statements.
FINANCIAL CONDITION
Total assets at September 30, 2002 were $133.4 million compared to $134.9
million at June 30, 2002, a decrease of $1.5 million. The decrease in total
assets was due to a decrease in loans coupled with a similar decrease in
deposits.
Cash and cash equivalents decreased $459,000, primarily due to the purchase of
an available for sale security from excess funds in overnight deposits.
Securities available for sale increased $519,000 as a result of the purchase of
an additional security coupled with an increase in the fair market value of the
portfolio.
Loans decreased $1.6 million from $121.2 million at June 30, 2002 to $119.6
million at September 30, 2002. The decrease in loans was primarily in one- to
four-family residential loans, which decreased $2.5 million and land loans which
decreased $430,000 partially offset by an increase of $1.5 million in real
estate construction and development loans. The overall net decrease in total
loans is reflective of the low interest rate environment which has enticed
mortgage customers to shop for 30 year fixed rates products which are not
currently offered by the Association.
- --------------------------------------------------------------------------------
(Continued)
15.
PEOPLES-SIDNEY FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
The Corporation's consumer and commercial loan portfolio remained relatively
unchanged between June 30, 2002 and September 30, 2002. Non-mortgage loans
remain a small portion of the entire loan portfolio and represented 6.8% and
6.7% of gross loans at September 30, 2002 and June 30, 2002.
Total deposits decreased $2.0 million from $94.8 million at June 30, 2002 to
$92.8 million at September 30, 2002. The largest decrease was in certificate
accounts which decreased $1.7 million. The Corporation also had decreases in
other deposit categories as NOW accounts decreased $209,000, noninterest-bearing
demand accounts decreased $124,000, and money market accounts decreased $55,000
while savings accounts increased $92,000. The overall decrease in deposit
accounts is reflective of the low interest rate environment as customers search
for higher rates or elect to spend rather than save.
Borrowed funds were $22.9 million at September 30, 2002 compared to $22.5
million at June 30, 2002. Borrowings at September 30, 2002 consisted of
short-term variable rate cash management advances, long-term fixed-rate
advances, convertible fixed-rate advances and select pay mortgage-matched
advances. Based on the FHLB stock owned by the Association at September 30,
2002, the Association had the ability to obtain borrowings up to a maximum total
of $29.8 million. However, the Association can obtain advances up to the lower
of 50% of the Association's total assets or 80% of the Association's pledgable
residential mortgage loan portfolio by purchasing more FHLB stock. Based upon
the 50% of total assets limitation, management estimates the maximum borrowing
capacity from the FHLB to be approximately $67.5 million at September 30, 2002.
RESULTS OF OPERATIONS
The operating results of the Corporation are affected by general economic
conditions, monetary and fiscal policies of federal agencies and regulatory
policies of agencies that regulate financial institutions. The Corporation's
cost of funds is influenced by interest rates on competing investments and
general market rates of interest. Lending activities are influenced by demand
for real estate loans and other types of loans, which in turn is affected by
interest rates at which such loans are made, general economic conditions and
availability of funds for lending activities.
The Corporation's net income primarily depends on its net interest income, which
is the difference between 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 volume and composition of
interest-earning assets and interest-bearing liabilities. Net income is also
affected by provisions for loan losses, service charges, gains on the sale of
assets and other income, noninterest expense and income taxes.
NET INCOME. The Corporation earned net income of $213,000 for the three months
ended September 30, 2002 compared to $138,000 for the three months ended
September 30, 2001. The increase in net income was primarily due to an increase
in net interest income partially offset by a slight increase in noninterest
expense.
NET INTEREST INCOME. Net interest income totaled $1,107,000 for the three months
ended September 30, 2002 compared to $971,000 for the three months ended
September 30, 2001. The increase was the result of a decrease in interest
expense on deposits and borrowed funds partially offset by a decrease in
interest income on loans.
Interest and fees on loans decreased $209,000, or 8.7% from $2,408,000 for the
three months ended September 30, 2001 to $2,199,000 for the three months ended
September 30, 2002. The decrease in interest income was due primarily to a lower
average yield earned on loans due to the lower interest rate environment.
- --------------------------------------------------------------------------------
(Continued)
16.
PEOPLES-SIDNEY FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
Interest on demand, time and overnight deposits decreased due to lower average
balances of overnight deposits for the current three month period combined with
a decline in interest rates.
Interest paid on deposits decreased $335,000 or 28.8% from $1,164,000 for the
three months ended September 30, 2001 to $829,000 for the three months ended
September 30, 2002. The decrease resulted from a lower average interest rate
offset slightly by a higher average balance of deposits.
Interest paid on borrowed funds totaled $332,000 for the three months ended
September 30, 2002 compared to $389,000 for the three months ended September 30,
2001. The decrease in interest expense on borrowed funds resulted from a lower
average balance of borrowed funds coupled with a decrease in the average rate
paid for borrowings.
PROVISION FOR LOAN LOSSES. The Corporation maintains an allowance for loan
losses in an amount that, in management's judgment, is adequate to absorb
probable losses in the loan portfolio. While management utilizes its best
judgment and information available, the ultimate adequacy of the allowance is
dependent upon a variety of factors, including the performance of the
Corporation's loan portfolio, the economy, changes in real estate values and
interest rates and the view of the regulatory authorities toward loan
classifications. 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 that is considered adequate
to absorb probable losses in the loan portfolio. The amount of the provision is
based on management's monthly review of the loan portfolio and consideration of
such factors as historical loss experience, general prevailing economic
conditions, changes in the size and composition of the loan portfolio and
specific borrower considerations, including the ability of the borrower to repay
the loan and the estimated value of the underlying collateral.
The provision for loan losses for the three months ended September 30, 2002
totaled $16,000 compared to $15,000 for the three months ended September 30,
2001. The allowance for loan losses totaled $719,000, or 0.58% of gross loans
receivable and 56.5% of total nonperforming loans at September 30, 2002,
compared with $708,000, or 0.57% of gross loans receivable and 66.1% of total
nonperforming loans at June 30, 2002. Charge-offs experienced by the Corporation
have primarily related to consumer and other non-real estate loans. The
Corporation's low historical charge-off history is the product of a variety of
factors, including the Corporation's underwriting guidelines, which generally
require a loan-to-value or projected completed value ratio of 80% for purchase
or construction of one- to four-family residential properties and 75% for
commercial real estate and land loans, established income information and
defined ratios of debt to income.
NONINTEREST INCOME. Noninterest income includes service fees and other
miscellaneous income and totaled $34,000 for the three months ended September
30, 2002 and $33,000 for the three months ended September 30, 2001. The increase
was primarily due to an increase in service charges on deposit accounts.
NONINTEREST EXPENSE. Noninterest expense totaled $786,000 for the three months
ended September 30, 2002 compared to $766,000 for the three months ended
September 30, 2001, an increase of $20,000. The increase was the result of
normal increases in compensation and benefits.
INCOME TAX EXPENSE. Income tax expense totaled $125,000 for the three months
ended September 30, 2002 compared to $85,000 for the three months ended
September 30, 2001, representing an increase of $40,000. The increase in income
tax expense is reflective of the increase in net income for the three months
ended September 30, 2002 as compared to the three months ended September 30.
2001. The effective tax rate was 37.1% and 38.2% for the three months ended
September 30, 2002 and 2001.
- --------------------------------------------------------------------------------
(Continued)
17.
PEOPLES-SIDNEY FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
The Corporation's liquidity, primarily represented by cash and cash equivalents,
is a result of operating, investing and financing activities. These activities
are summarized below for the three months ended September 30, 2002 and 2001.
Three Months
Ended September 30,
-------------------
2002 2001
---- ----
(Dollars in thousands)
Net income $ 213 $ 138
Adjustments to reconcile net income to net cash from
operating activities 110 177
------------ ------------
Net cash from operating activities 323 315
Net cash from investing activities 988 (1,903)
Net cash from financing activities (1,770) 2,806
------------ ------------
Net change in cash and cash equivalents (459) 1,218
Cash and cash equivalents at beginning of period 5,589 6,351
------------ ------------
Cash and cash equivalents at end of period $ 5,130 $ 7,569
============ ============
The Corporation's principal sources of funds are deposits, loan repayments,
maturities of securities and other funds provided by operations. While scheduled
loan repayments and maturing investments are relatively predictable, deposit
flows and early loan prepayments are more influenced by interest rates, general
economic conditions and competition. The Association maintains investments in
liquid assets based on management's assessment of the (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 Association also has the ability to borrow from the FHLB up to a maximum
total of $29,844,000 including the cash management line of credit based upon the
Corporation's current FHLB stock ownership. However, the Association can obtain
advances up to the lower of 50% of the Association's total assets or 80% of the
Association's pledgable residential mortgage loan portfolio by purchasing more
FHLB stock. See Note 4 of the Notes to Consolidated Financial Statements for a
detail of the Corporation's borrowings from the FHLB at September 30, 2002.
At September 30, 2002, the Corporation had commitments to originate fixed-rate
commercial and residential real estate loans totaling $1,337,000 and
variable-rate nonresidential and residential real estate mortgage loans totaling
$143,000. Loan commitments are generally for 30 days. See Note 5 of the Notes to
Consolidated Financial Statements for a detail of the Corporation's loan
commitments at September 30, 2002. The Corporation considers its liquidity and
capital reserves sufficient to meet its outstanding short and long-term needs.
- --------------------------------------------------------------------------------
(Continued)
18.
PEOPLES-SIDNEY FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
The Association is subject to various regulatory capital requirements
administered by the federal regulatory agencies. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the
Association must meet specific capital guidelines that involve quantitative
measures of the Association's assets, liabilities and certain off-balance-sheet
items as calculated under regulatory accounting practices. The Association's
capital amounts and classifications are also subject to qualitative judgments by
the regulators about the Association's components, risk weightings and other
factors. Failure to meet minimum capital requirements can initiate certain
mandatory actions that, if undertaken, could have a direct material effect on
the Corporation's financial statements. At September 30, 2002 and June 30, 2002,
management believes the Association complies with all regulatory capital
requirements. Based on the Association's computed regulatory capital ratios, the
Association is considered well capitalized under the Federal Deposit Insurance
Act at September 30, 2002 and June 30, 2002. No conditions or events have
occurred subsequent to the last notification by regulators that management
believes would have changed the Association's category.
At September 30, 2002 and June 30, 2002, the Association's actual capital
levels, minimum required levels and levels to be considered "well capitalized"
were as follows.
To Be
Well Capitalized
For Capital Under Prompt Corrective
Actual Adequacy Purposes Action Regulations
------ ----------------- ------------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
(Dollars in Thousands)
September 30, 2002
Total capital (to risk-
weighted assets) $ 15,383 17.7% $ 6,953 8.0% $ 8,691 10.0%
Tier 1 (core) capital (to
risk-weighted assets) 14,677 16.9 3,476 4.0 5,215 6.0
Tier 1 (core) capital (to
adjusted total assets) 14,677 11.0 5,334 4.0 6,667 5.0
Tangible capital (to
adjusted total assets) 14,677 11.0 2,000 1.5 N/A
June 30, 2002
Total capital (to risk-
weighted assets) $ 15,073 17.1% $ 7,049 8.0% $ 8,811 10.0%
Tier 1 (core) capital (to
risk-weighted assets) 14,365 16.3 3,524 4.0 5,287 6.0
Tier 1 (core) capital (to
adjusted total assets) 14,365 10.6 5,396 4.0 6,745 5.0
Tangible capital (to
adjusted total assets) 14,365 10.6 2,023 1.5 N/A
- --------------------------------------------------------------------------------
19.
PEOPLES-SIDNEY FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
Item 3. Controls and Procedures
-----------------------
With the participation and under the supervision of the Corporation's
management, including the Corporation's Chief Executive Officer and Chief
Financial Officer, and within 90 days of the filing date of this quarterly
report, the Corporation's Chief Executive Officer and Chief Financial Officer
have evaluated the effectiveness of the design and operation of the
Corporation's disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14(c) and 15(d)-14(c)) and, based on their evaluation, have concluded
that the disclosure controls and procedures are effective. There were no
significant changes in the Corporation's internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation, including any corrective action with regard to significant
deficiencies and material weaknesses.
- --------------------------------------------------------------------------------
20.
PEOPLES-SIDNEY FINANCIAL CORPORATION
PART II - OTHER INFORMATION
- --------------------------------------------------------------------------------
Item 1. Legal Proceedings
-----------------
None.
Item 2. Changes in Securities
---------------------
None.
Item 3. Defaults Upon Senior Securities
-------------------------------
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
There were no matters brought to a vote of security holders during
the quarter ended September 30, 2002.
Item 5. Other Information
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Form 8-K was filed on July 19, 2002 under Item 5, Other Events,
the Corporation reported the issuance of a press release to
announce the quarterly and year-end earnings for the period
ending June 30, 2002, declare a dividend, and announce the date
of the 2002 Annual Meeting of Shareholders.
- --------------------------------------------------------------------------------
21.
PEOPLES-SIDNEY FINANCIAL CORPORATION
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the small
business issuer has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 8, 2002 /s/ Douglas Stewart
---------------------------- -------------------------------------
Douglas Stewart
President and Chief Executive Officer
Date: November 8, 2002 /s/ Debra Geuy
---------------------------- -------------------------------------
Debra Geuy
Chief Financial Officer
- --------------------------------------------------------------------------------
22.
PEOPLES-SIDNEY FINANCIAL CORPORATION
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Douglas Stewart, certify that:
1) I have reviewed this quarterly report on Form 10-QSB of Peoples-Sidney
Financial Corporation;
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 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: November 8, 2002
---------------------
/s/ Douglas Stewart
- ---------------------------
Douglas Stewart
President and Chief Executive Officer
- --------------------------------------------------------------------------------
23.
PEOPLES-SIDNEY FINANCIAL CORPORATION
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Debra A. Geuy, certify that:
1) I have reviewed this quarterly report on Form 10-QSB of Peoples-Sidney
Financial Corporation;
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 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: November 8, 2002
----------------------
/s/ Debra A. Geuy
- ----------------------------
Debra A. Geuy
Chief Financial Officer and Treasurer
- --------------------------------------------------------------------------------
24.
PEOPLES-SIDNEY FINANCIAL CORPORATION
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.1 Articles of Incorporation of Incorporated by reference to the Registration Statement
Peoples-Sidney Financial on Form S-1 filed by Peoples-Sidney Financial Corporation
Corporation on January 27, 1997 (the "S-1") with the Securities and
Exchange Commission
(the "SEC"), Exhibit 3.1.
3.2 Bylaws of Peoples-Sidney Financial Incorporated by reference to the S-1, Exhibit 3.2.
Corporation
10.1 Employee Stock Ownership Plan Incorporated by reference to the S-1, Exhibit 10.1
10.2 Form of Employment Agreement with Incorporated by Pre-Effective Amendment No. 1 to the S-1
Douglas Stewart filed with the SEC on March 12, 1997, Exhibit 10.2
10.3 Form of Employment Agreements with Incorporated by Pre-Effective Amendment No. 1 to the S-1
David R. Fogt, Gary N. Fullenkamp and filed with the SEC on March 12, 1997, Exhibit 10.3
Debra A. Geuy
10.4 Form of Severance Agreement with Incorporated by Pre-Effective Amendment No. 1 to the S-1
Steve Goins filed with the SEC on March 12, 1997, Exhibit 10.4
10.5 401 (k) Plan Incorporated by Pre-Effective Amendment No. 1 to the S-1
filed with the SEC on March 12, 1997, Exhibit 10.5
10.6 Peoples-Sidney Financial Corporation Filed as an exhibit to the Registrant's Annual Report on
Amended and Restated 1998 Stock Form 10-KSB for the fiscal year ended June 30, 1999 (File
Option and Incentive Plan No. 0-22223) and incorporate herein by reference.
10.7 Peoples-Sidney Financial Corporation Filed as an exhibit to the Registrant's Annual Report on
Amended and Restated 1998 Management Form 10-KSB for the fiscal year ended June 30, 1999 (File
Recognition Plan No. 0-22223) and incorporate herein by reference.
11 Statement Regarding Computation of See Note 6 to the consolidated financial statements.
Earnings per Share
99.1 Certification of the Chief Executive
Officer Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
99.2 Certification of the Chief Financial
Officer Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
- ---------------------------------------------------------------------------------------------------------------------
25.