UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
FORM 10 - QSB
----
X QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE
---- ACT OF 1934
For the quarterly period ended March 31, 2000
----
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
---- ACT
For the transition period from to
-------- --------
Commission File Number 0-23765
------------------------------
SFSB HOLDING COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23 - 2934332
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
900 Saxonburg Boulevard, Pittsburgh, Pennsylvania, 15223
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(412) 487 - 4200
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:
Class: Common Stock, par value $.10 per share
Outstanding at May 3, 2000: 658,705
<PAGE>
SFSB HOLDING COMPANY
INDEX
Page
Number
------------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet (Unaudited) as of 3
March 31, 2000 and December 31, 1999
Consolidated Statement of Income (Unaudited)
for the Three Months ended March 31, 2000 and 1999 4
Consolidated Statement of Changes in Stockholders'
Equity (Unaudited) 5
Consolidated Statement of Cash Flows (Unaudited)
for the Three Months ended March 31, 2000 and 1999 6
Notes to Reviewed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8 - 11
PART II - OTHER FORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Default Upon Senior Securities 12
Item 4. Submissions of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8 - K 12
SIGNATURES 13
<PAGE>
SFSB HOLDING COMPANY
CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---------------- ----------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 547,324 $ 908,791
Interest-bearing deposits in other banks 4,275,857 4,156,884
---------------- ----------------
Cash and cash equivalents 4,823,181 5,065,675
Certificates of deposit in other banks 568,798 1,056,306
Investment securities available for sale 2,918,511 2,960,757
Investment securities held to maturity (market
value of $8,962,709 and $9,446,780) 9,462,964 9,990,854
Mortgage-backed securities available for sale 1,696,604 1,774,691
Mortgage-backed securities held to maturity (market
value of $11,614,475 and $9,979,691) 11,978,645 10,277,109
Loans receivable (net of allowance for loan losses
of $140,193 and $138,193) 16,253,993 15,516,919
Accrued interest receivable 355,530 412,178
Premises and equipment 1,426,010 1,444,866
Federal Home Loan Bank stock 245,600 245,600
Other assets 129,867 58,531
---------------- ----------------
TOTAL ASSETS $ 49,859,703 $ 48,803,486
================ ================
LIABILITIES
Deposits $ 40,367,086 $ 39,411,665
Advances by borrowers for taxes and insurance 99,412 112,058
Accrued interest payable and other liabilities 483,312 388,937
---------------- ----------------
TOTAL LIABILITIES 40,949,810 39,912,660
---------------- ----------------
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY
Preferred stock, no par value; 1,000,000 shares
authorized; none issued and outstanding - -
Common stock, par value $.10 per share; 4,000,000
shares authorized; 726,005 issued 72,600 72,600
Additional paid-in capital 6,690,635 6,695,656
Retained earnings - substantially restricted 3,219,016 3,180,278
Accumulated other comprehensive income 269,784 308,907
Unallocated shares held by Employee Stock
Ownership Plan (ESOP) (450,120) (464,640)
Unallocated shares held by Restricted Stock Plan (RSP) (222,460) (232,413)
Treasury stock (67,300 at cost) (669,562) (669,562)
---------------- ----------------
TOTAL STOCKHOLDERS' EQUITY 8,909,893 8,890,826
---------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 49,859,703 $ 48,803,486
================ ================
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
3
<PAGE>
SFSB HOLDING COMPANY
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
2000 1999
---------------- ----------------
<S> <C> <C>
INTEREST INCOME
Loans receivable $ 304,517 $ 272,902
Interest-bearing deposits in other banks 65,552 150,058
Investment securities
Taxable 191,812 80,964
Exempt from federal income tax 11,732 18,663
Mortgage-backed securities 200,670 196,314
---------------- ----------------
Total interest income 774,283 718,901
---------------- ----------------
INTEREST EXPENSE
Deposits 400,144 373,423
---------------- ----------------
NET INTEREST INCOME 374,139 345,478
Provision for loan losses 2,000 3,000
---------------- ----------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 372,139 342,478
---------------- ----------------
NONINTEREST INCOME
Service fees on deposit accounts 29,501 33,141
Investment securities gains, net - 17,140
Other 7,657 5,631
---------------- ----------------
Total noninterest income 37,158 55,912
---------------- ----------------
NONINTEREST EXPENSE
Compensation and employee benefits 198,939 191,021
Occupancy and equipment 50,890 60,857
Federal insurance premium 2,090 5,836
Data processing 47,023 53,327
Professional services 23,106 32,018
Other 48,511 49,539
---------------- ----------------
Total noninterest expense 370,559 392,598
---------------- ----------------
Income before income taxes 38,738 5,792
Income tax expense - -
---------------- ----------------
NET INCOME 38,738 5,792
================ ================
EARNINGS PER SHARE:
Basic $ 0.07 $ -
Diluted 0.07 -
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
4
<PAGE>
SFSB HOLDING COMPANY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
Accumulated Unallocated Unallocated Total
Additional Other Shares Shares Stock- Compre-
Common Paid-in Retained Comprehensive Held by Held by Treasury holders' hensive
Stock Capital Earnings Income ESOP RSP Stock Equity Income(Loss)
------- ---------- ---------- ----------- ---------- ---------- --------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance,
December 31, 1999 $72,600 $6,695,656 $3,180,278 $308,907 $(464,640) $(232,413) $(669,562) $8,890,826 $
Net income 38,738 38,738 38,738
Other comprehensive
loss:
Unrealized loss
on available
for sale
securities, net
of tax benefit
of $20,154 (39,123) (39,123) (39,123)
--------
Comprehensive loss $ (385)
========
ESOP shares released (5,021) 14,520 9,499
RSP shares released 9,953 9,953
------- ---------- ---------- -------- --------- --------- ---------- ----------
Balance,
March 31, 2000 $72,600 $6,690,635 $3,219,016 $269,784 $(450,120) $(222,460) $(669,562) $8,909,893
======= ========== ========== ======== ========= ========= ========== ==========
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
5
<PAGE>
SFSB HOLDING COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
2000 1999
---------------- ----------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 38,738 $ 5,792
Adjustments to reconcile net income to
net cash provided by operating
activities:
Provision for loan losses 2,000 3,000
Depreciation 24,425 53,918
Investment securities gains - (17,140)
Decrease (increase) in accrued interest receivable 56,648 (45,285)
Amortization of ESOP and RSP unearned compensation 19,452 -
Other, net 43,345 46,331
---------------- ----------------
Net cash provided by operating activities 184,608 46,616
---------------- ----------------
INVESTING ACTIVITIES
Decrease in certificates of deposits 487,508 286,206
Investment securities available for sale:
Purchases (26,114) (48,301)
Proceeds from sales - 17,949
Maturities and repayments 7,705 -
Investment securities held to maturity:
Purchases - (4,799,219)
Maturities and repayments 527,751 606,688
Mortgage-backed securities available for sale:
Maturities and repayments 79,374 167,572
Mortgage-backed securities held to
maturity:
Purchases (2,007,695) -
Maturities and repayments 306,237 1,260,900
Net decrease (increase) in loans receivable (739,074) 94,776
Purchase of premises and equipment (5,569) (3,891)
---------------- ----------------
Net cash used for investing activities (1,369,877) (2,417,320)
---------------- ----------------
FINANCING ACTIVITIES
Net increase in deposits 955,421 742,226
Net decrease in advances by borrowers
for taxes and insurance (12,646) (24,721)
---------------- ----------------
Net cash provided by
financing activities 942,775 717,505
---------------- ----------------
Decrease in cash and cash equivalents (242,494) (1,653,199)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 5,065,675 9,094,253
---------------- ----------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 4,823,181 $ 7,441,054
================ ================
SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid during the year for:
Interest on deposits $ 400,526 $ 373,423
Income taxes 7,100 21,100
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
6
<PAGE>
SFSB HOLDING COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements of SFSB Holding Company (the
"Company") includes its wholly- owned subsidiary Stanton Federal Savings
Bank (the "Bank"). All significant intercompany items have been
eliminated.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB and,
therefore, do not necessarily include all information that would be
included in audited financial statements. The information furnished
reflects all adjustments which are, in the opinion of management,
necessary for a fair statement of the results of operations. All such
adjustments are of a normal recurring nature. The results of operations
for the interim periods are not necessarily indicative of the results to
be expected for the full year or any other interim period.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Private Securities Litigation Act of 1995 contains safe harbor
provisions regarding forward-looking statements. When used in this discussion,
the words "believes," "anticipates," "contemplates," "expects," and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties that could cause actual results
to differ materially from those projected. Those risks and uncertainties include
changes in interest rates, the ability to control costs and expenses, general
economic conditions, government policies and action of regulatory authorities.
The Company undertakes no obligation to publicly release the results of any
revisions to those forward looking statements which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
SFSB Holding Company is a savings and loan holding company
headquartered in Pittsburgh, Pennsylvania, which provides a broad range of
deposits and loan products through its wholly owned subsidiary, Stanton Federal
Savings Bank (collectively, the "Company").
CHANGES IN FINANCIAL CONDITION
At March 31, 2000, total assets remained relatively constant at
$49,860,000 from $48,803,000 at December 31, 1999. During the current period,
management continued to shift its cash and cash equivalents and certificates of
deposits in other banks into higher yielding interest earning assets. As a
result, mortgage-backed securities held to maturity increased $1,702,000 to
$11,979,000 at March 31, 2000 from $10,277,000 at December 31, 1999. Net loans
receivable increased $737,000 to $16,254,000 at March 31, 2000 from $15,517,000
at December 31, 1999. Of this increase in net loans receivable, real estate
mortgages and home equity loans increased $525,000 and $272,000, respectively
offset slightly by a decrease in consumer loans of $60,000. Stockhoders's equity
increased $19,000 to $8,910,000 at March 31, 2000 from $8,891,000 at December
31, 1999. The increase wad due to net income of $39,000, $19,000 of decreased
amortization from the ESOP and RSP shares offset by a decline in accumulated
other comprehensive income of $39,000. The decline in accumulated other
comprehensive income resulted from the decline in the market values of the
Company's investment in available for sale securities. Because of interest rate
volatility, accumulated other comprehensive income and stockholders' equity
could materially fluctuate for each interim period and year-end period. The
decrease in market value of the investment securities available for sale is
considered temporary in nature and will not affect the Company's net income
unless the securities are sold. The Company currently plans to hold these
securities until maturity or until the market values of these securities
increase. Accordingly, the Company does not expect, though there is no
assurance, that their investment in these securities will affect net income in
future periods.
RESULTS OF OPERATIONS
Net income increased $33,000 for the three months ended March 31, 2000
to $39,000 from net income of $6,000 for the same period ended 1999. Higher net
income for the current period was primarily the result of higher net interest
income and lower noninterest expense partially offset by a decrease in
noninterest income.
8
<PAGE>
Net interest income increased $29,000 to $374,000 for the three month
period ended March 31, 2000 from $345,000 for the same period in 1999. The
interest rate spread for the three month period ended March 31, 2000 was 2.32%
as compared to 2.19% for the same period in 1999. The improved interest rate
spread for the current year period was primarily the result of management's
continued strategy to invest in higher yielding interest earning assets.
Total interest income increased $55,000 to $774,000 for the three month
period ended March 31, 2000 from $719,000 for the same period in 1999. Total
average interest rate yield on a tax equivalent basis for the current year
period was 6.98% compared to 6.40% for the same period in 1999. The increase in
total interest income was primarily related to the increase in the total average
balance of loans receivable and investment securities offset by a decline in
average other interest bearing assets.
Interest income on loans receivable increased $32,000 for the current
year three month periods to $305,000 from $273,000 for the same period in 1999.
Such increase for the the current year period was due to the increase in average
net loan originations of $2,351,000, offset by a 37 basis point decline in the
average interest rate yield. For the current year three month period, the
average interest rate yield was 7.54% compared to 7.91% for the same period in
1999.
Taxable interest income on investment securities increased $92,000 for
the current year three month period to $192,000 from $100,000 for the same
period in 1999. respectively. Such increase for the the current year period was
due to increase in average investment securities of $5,734,000. The average
interest rate yield remained constant at 6.18% for the current year and prior
year three month periods.
Other interest income declined approximately $84,000 for the current
year three month period to $66,000 from $150,000 for the same period in 1999.
Lower interest income for the current year periods was primarily due to the
decline in the average balance of interest bearing deposits in other banks of
$4,741,000. Such funds were used to invest in higher yielding assets. The
average interest rate yield for the current year three month period was 5.16%
compared to 4.75% for the same period in 1999.
Interest expense on deposits increased $27,000 to $400,000 for the
three month period ended March 31, 2000 from $373,000 for the same period in
1999. The cost of interest bearing liabilities increased 17 basis points for the
current year three month period to 4.37% from 4.20% for same period in 1999.
Regional interest rates on certificate of deposits increased slightly throughout
the latter part of 1999 and management matched such interest rates in order to
remain competitive with other banks in its market area. Average cost of funds
for certificate of deposits increased 26 basis points for the current three
month period to 5.31% from 5.05% for the same period in 1999. The average volume
of interest bearing liabilities for the current year period has remained
relatively stable.
Total noninterest income decreased $18,000 to $37,000 for the three
month period ended March 31, 2000 from $55,000 for the same period in 1999. The
prior year period included gains relating to the sale of FHLMC stock totaling
$17,000.
Total noninterest expense decreased $22,000 to $371,000 for the three
months ended March 31, 2000 from $393,000 for the same period in 1999. Occupancy
and equipment expense decreased
9
<PAGE>
$10,000 due to significant cost savings obtained on annual equipment maintenance
contracts. Data processing expense decreased by $6,000 as year 2000 preparedness
expenditures decreased substantially in the first quarter of 2000 as compared to
the prior year period. Professional services decreased $9,000 due to one-time
implementation costs associated with employee benefit plans incurred during the
prior year period. Effective January 1, 2000, the FDIC reduced deposit insurance
premiums assessments.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity may be adversely affected by unexpected deposit outflows,
excessive interest rates paid by competitors, adverse publicity relating to the
savings and loan industry and similar matters. Management monitors projected
liquidity needs and determines the level desirable based in part on the Bank's
commitments to make loans and management's assessment of the Bank's ability to
generate funds.
Management monitors both the Company's and the Savings Bank's total
risk-based, Tier I risk-based and Tier I leverage capital ratios in order to
assess compliance with regulatory guidelines. At March 31, 2000, both the
Company and the Savings Bank exceeded the minimum risk-based and leverage
capital ratios requirements. The Company's and Savings Bank's total risk-based,
Tier I risk-based and Tier I leverage ratios are 46.7%, 44.5%, 17.4% and 37.1%,
34.8%, 13.5%, respectively at March 31, 2000.
RISK ELEMENT
The table below presents information concerning nonperforming assets
including nonaccrual loans, renegotiated loans, loans 90 days or more past due,
other real estate loans, and repossessed assets. A loan is classified as
nonaccrual when, in the opinion of management, there are serious doubts about
collectibility of interest and principal. At the time the accrual of interest is
discontinued, future income is recognized only when cash is received.
Renegotiated loans are those loans which terms have been renegotiated to provide
a reduction or deferral of principal or interest as a result of the
deterioration of the borrower.
March 31, December 31,
2000 1999
-------- ---------
(Dollars in thousands)
Loans on nonaccrual basis $ 106 $ 117
Loans past due 90 days or more and still accruing 137 32
---- ----
Total nonperforming loans 243 149
---- ----
Nonperforming loans as a percent of total loans 1.48% 0.95%
==== ====
Nonperforming assets as a percent of total assets .49% 0.31%
==== ====
Allowance for loan losses to nonperforming loans 57.69% 92.75%
===== =====
10
<PAGE>
At March 31, 2000 and December 31, 1999, no real estate or other assets
were held as foreclosed or repossessed property.
Management monitors impaired loans on a continual basis. As of March
31, 2000, impaired loans had no material effect on the Company's financial
position or results of operations.
During the three month period ended March 31, 2000, loans increased
$737,000 while nonperforming loans increased $94,000. During the current year
period, the allowance for loan losses increased $2,000. Nonperforming loans are
primarily made up of one to four family residential mortgages. The collateral
requirements on such loans reduce the risk of potential losses to an acceptable
level in management's opinion.
Management continually evaluates the adequacy of the allowance for loan
losses, which encompasses the overall risk characteristics of the various
portfolio segments, past experience with losses, the impact of economic
conditions on borrowers and other relevant factors which may come to the
attention of management. Although the Company maintains its allowance for loan
losses at a level that it considers to be adequate to provide for the inherent
risk of loss in its loan portfolio, there can be no assurance that future losses
will not exceed estimated amounts or that additional provisions for loan losses
will not be required in future periods.
11
<PAGE>
SFSB HOLDING COMPANY
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
None
ITEM 2. Changes in Securities
None
ITEM 3. Defaults upon Senior Securities
None
ITEM 4. Submission of Matters to a Vote of Security Holders
None
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are included in this Report or incorporated
herein by reference:
3(i) Articles of Incorporation of SFSB Holding Company*
3(ii) Bylaws of SFSB Holding Company*
10.1 Directors Consultant and Retirement Plan.*
10.2 Supplemental Executive Retirement Plan for Barbara J. Mallen.*
10.3 Employment Agreement with Barbara J. Mallen*
10.4 SFSB Holding Company 1998 Stock Option Plan**
10.5 Stanton Federal Savings Bank Restricted Stock Plan**
27 Financial Data Schedule (electronic filing only)
99 Independent's Accountant Review Report
-------------------
* Incorporated by reference to an identically numbered exhibit to the
registration statement on Form SB-2 (File No. 333-40955) declared
effective by the SEC on January 14, 1998.
**Incorporated by reference to the Proxy Statement for the Special
Meeting on October 20, 1998 and filed with SEC on September 14, 1998.
(b) No reports on Form 8-K were filed during the quarter covered by
this report.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused the report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SFSB HOLDING COMPANY
Date: May 12, 2000 By: /s/Barbara J. Mallen
---------------------------------------
Barbara J. Mallen
President and Chief Executive Officer
Director
Date: May 12, 2000 By: /s/Joseph E. Gallagher
---------------------------------------
Joseph E. Gallagher
Senior Vice President/Director
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL INFORMATION.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 547
<INT-BEARING-DEPOSITS> 4,845
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 4,615
<INVESTMENTS-CARRYING> 20,577
<INVESTMENTS-MARKET> 21,442
<LOANS> 16,394
<ALLOWANCE> 140
<TOTAL-ASSETS> 49,860
<DEPOSITS> 40,368
<SHORT-TERM> 0
<LIABILITIES-OTHER> 583
<LONG-TERM> 0
0
0
<COMMON> 73
<OTHER-SE> 8,837
<TOTAL-LIABILITIES-AND-EQUITY> 49,860
<INTEREST-LOAN> 305
<INTEREST-INVEST> 404
<INTEREST-OTHER> 65
<INTEREST-TOTAL> 774
<INTEREST-DEPOSIT> 400
<INTEREST-EXPENSE> 400
<INTEREST-INCOME-NET> 374
<LOAN-LOSSES> 2
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 371
<INCOME-PRETAX> 39
<INCOME-PRE-EXTRAORDINARY> 39
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 39
<EPS-BASIC> .07
<EPS-DILUTED> .07
<YIELD-ACTUAL> 3.14
<LOANS-NON> 106
<LOANS-PAST> 137
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 138
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 140
<ALLOWANCE-DOMESTIC> 140
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
EXHIBIT 99
<PAGE>
INDEPENDENT ACCOUNTANT'S REPORT
-------------------------------
Board of Directors and Stockholders
SFSB Holding Company
We have reviewed the accompanying consolidated balance sheet of SFSB Holding
Company and subsidiary as of March 31, 2000, and the related consolidated
statements of income and cash flows for the three-month period ended March 31,
2000 and 1999, and the consolidated statement of changes in stockholders' equity
for the three-month period ended March 31, 2000. These consolidated financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
informatin consists principally of applying analytical procedures to financial
data and making inquirires of persons responsible for finanical and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1999, and the
related consolidated statements of income, changes in stockholders' equity and
cash flows for the year then ended (not presented herein); and in our report
dated February 11, 2000 we expressed an unqualified opinion on those
consolidated financial statements.
/s/S.R. Snodgrass, A.C.
Wexford, PA
May 3, 2000
