##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: JUNE 30, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 0-22387
 DCB Financial Corp
 
 Ohio
    
    31-1469837(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification Number)
 110 Riverbend Avenue, Lewis Center, Ohio 43035
 (740) 657-7000
  þ o
  o þ o
  o þ




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##### 



PagePART I  FINANCIAL INFORMATIONITEM 1  Financial StatementsConsolidated Balance Sheets
    
    
    3Consolidated Statements of Income
    
    
    4Consolidated Statements of Comprehensive Income
    
    
    5Condensed Consolidated Statements of Cash Flows
    
    
    6Notes to the Consolidated Financial Statements
    
    
    7ITEM 2  Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    16ITEM 3  Quantitative and Qualitative Disclosures About Market Risk
    
    
    21ITEM 4  Controls and Procedures
    
    
    22PART II  OTHER INFORMATION
    
    
    23SIGNATURES
    
    
    25
 2.




---



##### 



Financial Statements
 June 30,
    
    
    December 31,2007
    
    
    2006(unaudited)ASSETSCash and due from financial institutions
    
    $
    15,594
    
    
    $
    15,894Federal funds sold
    
    
    9,000
    
    
    
    Total cash and cash equivalents
    
    
    24,594
    
    
    
    15,894Securities available for sale
    
    
    88,650
    
    
    
    88,071Loans held for sale
    
    
    1,885
    
    
    
    1,455Loans
    
    
    535,189
    
    
    
    552,463Less allowance for loan losses
    
    
    (5,324
    )
    
    
    (5,442
    )Net loans
    
    
    529,865
    
    
    
    547,021Real estate owned
    
    
    485
    
    
    
    Investment in FHLB stock
    
    
    3,670
    
    
    
    3,604Premises and equipment, net
    
    
    10,369
    
    
    
    9,468Investment in unconsolidated affiliates
    
    
    968
    
    
    
    968Bank owned life insurance
    
    
    9,608
    
    
    
    9,396Accrued interest receivable and other assets
    
    
    7,605
    
    
    
    5,995Total assets
    
    $
    677,699
    
    
    $
    681,872LIABILITIESDepositsNoninterest-bearing
    
    $
    53,231
    
    
    $
    70,428Interest-bearing
    
    
    466,741
    
    
    
    453,666Total deposits
    
    
    519,972
    
    
    
    524,094Federal funds purchased and other short-term borrowings
    
    
    3,607
    
    
    
    1,776Federal Home Loan Bank advances
    
    
    93,054
    
    
    
    93,736Accrued interest payable and other liabilities
    
    
    656
    
    
    
    867Total liabilities
    
    
    617,289
    
    
    
    620,473SHAREHOLDERS EQUITYCommon stock, no par value, 7,500,000 shares authorized,
4,273,908 issued at June 30, 2007 and 4,273,750
issued at December 31, 2006
    
    
    3,780
    
    
    
    3,780Retained earnings
    
    
    70,413
    
    
    
    68,807Treasury stock, at cost, 538,430 and 458,786
shares at June 30, 2007 and December 31, 2006, respectively
    
    
    (13,091
    )
    
    
    (10,841
    )Accumulated other comprehensive loss
    
    
    (692
    )
    
    
    (347
    )Total shareholders equity
    
    
    60,410
    
    
    
    61,399Total liabilities and shareholders equity
    
    $
    677,699
    
    
    $
    681,872
  3.




---



##### 



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Interest and dividend incomeLoans
    
    $
    9,947
    
    
    $
    9,934
    
    
    $
    19,998
    
    
    $
    19,360Taxable securities
    
    
    890
    
    
    
    881
    
    
    
    1,764
    
    
    
    1,735Tax-exempt securities
    
    
    225
    
    
    
    238
    
    
    
    454
    
    
    
    470Federal funds sold and other
    
    
    130
    
    
    
    36
    
    
    
    195
    
    
    
    68Total interest income
    
    
    11,192
    
    
    
    11,089
    
    
    
    22,411
    
    
    
    21,633Interest expenseDeposits
    
    
    4,748
    
    
    
    4,241
    
    
    
    9,472
    
    
    
    7,887Borrowings
    
    
    996
    
    
    
    999
    
    
    
    2,012
    
    
    
    2,074Total interest expense
    
    
    5,744
    
    
    
    5,240
    
    
    
    11,484
    
    
    
    9,961Net interest income
    
    
    5,448
    
    
    
    5,849
    
    
    
    10,927
    
    
    
    11,672Provision for loan losses
    
    
    1,069
    
    
    
    420
    
    
    
    1,684
    
    
    
    980Net interest income after provision for
loan losses
    
    
    4,379
    
    
    
    5,429
    
    
    
    9,243
    
    
    
    10,692Noninterest incomeService charges on deposit accounts
    
    
    684
    
    
    
    670
    
    
    
    1,309
    
    
    
    1,298Trust department income
    
    
    200
    
    
    
    192
    
    
    
    449
    
    
    
    410Net loss on sale of assets
    
    
    (65
    )
    
    
    (5
    )
    
    
    (72
    )
    
    
    (10
    )Gains on sale of loans
    
    
    119
    
    
    
    123
    
    
    
    207
    
    
    
    175Treasury management fees
    
    
    141
    
    
    
    162
    
    
    
    257
    
    
    
    315Data processing servicing fees
    
    
    115
    
    
    
    85
    
    
    
    205
    
    
    
    168Earnings on bank owned life insurance
    
    
    123
    
    
    
    120
    
    
    
    252
    
    
    
    248Other
    
    
    129
    
    
    
    126
    
    
    
    318
    
    
    
    254Total noninterest income
    
    
    1,446
    
    
    
    1,473
    
    
    
    2,925
    
    
    
    2,858Noninterest expenseSalaries and other employee benefits
    
    
    2,389
    
    
    
    2,294
    
    
    
    4,741
    
    
    
    4,511Occupancy and equipment
    
    
    869
    
    
    
    815
    
    
    
    1,703
    
    
    
    1,603Professional services
    
    
    129
    
    
    
    157
    
    
    
    228
    
    
    
    275Advertising
    
    
    104
    
    
    
    98
    
    
    
    203
    
    
    
    192Postage, freight and courier
    
    
    67
    
    
    
    104
    
    
    
    143
    
    
    
    201Supplies
    
    
    96
    
    
    
    42
    
    
    
    160
    
    
    
    128State franchise taxes
    
    
    131
    
    
    
    129
    
    
    
    289
    
    
    
    263Other
    
    
    724
    
    
    
    574
    
    
    
    1,233
    
    
    
    1,043Total noninterest expense
    
    
    4,509
    
    
    
    4,213
    
    
    
    8,700
    
    
    
    8,216Income before income taxes
    
    
    1,316
    
    
    
    2,689
    
    
    
    3,468
    
    
    
    5,334Federal income tax expense
    
    
    120
    
    
    
    795
    
    
    
    761
    
    
    
    1,580Net income
    
    $
    1,196
    
    
    $
    1,894
    
    
    $
    2,707
    
    
    $
    3,754Basic and diluted earnings
per common share
    
    $
    0.32
    
    
    $
    0.50
    
    
    $
    0.72
    
    
    $
    0.98Dividends per share
    
    $
    0.15
    
    
    $
    0.14
    
    
    $
    0.29
    
    
    $
    0.27
 See notes to the consolidated financial statements. 4.




---



##### 














Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income
    
    $
    1,196
    
    
    $
    1,894
    
    
    $
    2,707
    
    
    $
    3,754Unrealized losses on securities
available for sale, net of tax benefits
    
    
    (446
    )
    
    
    (482
    )
    
    
    (345
    )
    
    
    (581
    )Comprehensive income
    
    $
    750
    
    
    $
    1,412
    
    
    $
    2,362
    
    
    $
    3,173Accumulated other comprehensive loss
    
    $
    (692
    )
    
    $
    (1,153
    )
    
    $
    (692
    )
    
    $
    (1,153
    )


See notes to the consolidated financial statements.

5.




---



##### 



Six Months EndedJune 30,2007
    
    
    2006Cash flows provided by operating activities
    
    $
    2,339
    
    
    $
    2,904Cash flows provided by (used in) investing activitiesSecurities available for salePurchases
    
    
    (10,634
    )
    
    
    (7,743
    )Maturities, principal payments and calls
    
    
    9,436
    
    
    
    9,273Net change in loans
    
    
    15,297
    
    
    
    (11,119
    )Premises and equipment expenditures
    
    
    (1,441
    )
    
    
    (887
    )Net cash flows provided by (used in) investing activities
    
    
    12,658
    
    
    
    (10,476
    )Cash flows provided by (used in) financing activitiesNet change in deposits
    
    
    (4,122
    )
    
    
    45,114Net change in federal funds purchased and other short-term
borrowings
    
    
    1,831
    
    
    
    (21,358
    )Repayment of Federal Home Loan Bank advances
    
    
    (682
    )
    
    
    (10,494
    )Purchase of treasury shares, net
    
    
    (2,250
    )
    
    
    (328
    )Cash dividends paid
    
    
    (1,074
    )
    
    
    (996
    )Net cash provided by (used in) financing activities
    
    
    (6,297
    )
    
    
    11,938Net change in cash and cash equivalents
    
    
    8,700
    
    
    
    4,366Cash and cash equivalents at beginning of period
    
    
    15,894
    
    
    
    18,069Cash and cash equivalents at end of period
    
    $
    24,594
    
    
    $
    22,435Supplemental disclosures of cash flow information:Cash paid during the period forInterest on deposits and borrowings
    
    $
    10,346
    
    
    $
    9,634Cash dividends declared but unpaid
    
    $
    560
    
    
    $
    534Supplemental non-cash disclosure:Unrealized losses on securities designated as available
for sale, net of tax benefits
    
    $
    345
    
    
    $
    581
  6.




---



##### 



NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    Income Taxes
  Earnings per share
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2007
    
    2006
    
    2007
    
    2006Weighted-average common
shares outstanding (basic)
    
    
    3,735,478
    
    
    
    3,814,502
    
    
    
    3,761,362
    
    
    
    3,817,833Dilutive effect of assumed
exercise of stock options
    
    
    3,907
    
    
    
    7,400
    
    
    
    8,569
    
    
    
    6,508Weighted-average common
shares outstanding (diluted)
    
    
    3,739,385
    
    
    
    3,821,902
    
    
    
    3,769,931
    
    
    
    3,824,341
  7.




---



##### 



Stock option plan
      8.




---



##### 



Stock option plan (continued
  Six Months EndedJune 30,2007WEIGHTEDWEIGHTED
    
    
    AVERAGEAVERAGE
    
    
    REMAININGEXERCISE
    
    
    CONTRACTUALSHARES
    
    
    PRICE
    
    
    LIFEOutstanding at beginning of period
    
    
    70,040
    
    
    $
    27.19
    
    
    8.0 yearsGranted
    
    
    44,214
    
    
    
    23.43
    
    
    9.8 yearsExercised
    
    
    (158
    )
    
    
    28.69Forfeited
    
    
    (2,501
    )
    
    
    25.11Outstanding at end of period
    
    
    111,595
    
    
    $
    25.80
    
    
    8.9 yearsOptions exercisable at period end
    
    
    22,970
    
    
    $
    26.13Weighted-average fair value of options
granted during the period
    
    
    
    
    
    $
    2.57
 Year EndedDecember 31,2006WEIGHTEDAVERAGEEXERCISESHARES
    
    
    PRICEOutstanding at beginning of year
    
    
    40,687
    
    
    $
    25.31Granted
    
    
    34,531
    
    
    
    29.94Exercised
    
    
    (428
    )
    
    
    30.26Forfeited
    
    
    (4,750
    )
    
    
    28.56Outstanding at end of year
    
    
    70,040
    
    
    $
    27.19Options exercisable at year-end
    
    
    8,959
    
    
    $
    24.49Weighted-average fair value of options
granted during the year
    
    
    
    
    
    $
    6.19
 9.




---



##### 



NUMBER OUTSTANDING
    
    RANGE OF EXERCISE PRICES111,595
    
    $23.00  $30.70
 Newly Issued Accounting Standards
     10.




---



##### 




    
    Separately recognize financial assets as servicing assets or servicing liabilities, each
time it undertakes an obligation to service a financial asset by entering into certain kinds of
servicing contracts;
    
    Initially measure all separately recognized servicing assets and liabilities at fair
value, if practicable, and;
    
    Separately present servicing assets and liabilities subsequently measured at fair value
in the statement of financial position and additional disclosure for all separately recognized
servicing assets and servicing liabilities.
      11.




---



##### 



Application of Critical Accounting Policies
   12.




---



##### 



NOTE 2  SECURITIES
  Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueJune 30, 2007U.S. Government and agency
obligations
    
    $
    24,163
    
    
    $
    1
    
    
    $
    (222
    )
    
    $
    23,942State and municipal obligations
    
    
    24,340
    
    
    
    19
    
    
    
    (373
    )
    
    
    23,986Corporate bonds
    
    
    8,003
    
    
    
    67
    
    
    
    
    
    
    
    8,070Mortgage-backed securities
    
    
    33,136
    
    
    
    28
    
    
    
    (605
    )
    
    
    32,559Total debt securities
    
    
    89,642
    
    
    
    115
    
    
    
    (1,200
    )
    
    
    88,557Other securities
    
    
    58
    
    
    
    42
    
    
    
    (7
    )
    
    
    93Total
    
    $
    89,700
    
    
    $
    157
    
    
    $
    (1,207
    )
    
    $
    88,650
  (Less than 12 months)
    
    
    (12 months or longer)Estimated
    
    
    Gross
    
    
    
    
    
    
    Estimated
    
    
    Gross
    
    
    
    
    
    
    Estimated
    
    
    TotalDescription of
    
    Number of
    
    
    Fair
    
    
    Unrealized
    
    
    Number of
    
    
    Fair
    
    
    Unrealized
    
    
    Number of
    
    
    Fair
    
    
    UnrealizedSecurities
    
    investments
    
    
    value
    
    
    losses
    
    
    investments
    
    
    value
    
    
    losses
    
    
    investments
    
    
    value
    
    
    lossesU.S. Government and
agency obligations
    
    
    12
    
    
    $
    10,450
    
    
    $
    (42
    )
    
    
    15
    
    
    $
    12,493
    
    
    $
    (180
    )
    
    
    27
    
    
    $
    22,943
    
    
    $
    (222
    )State and municipal
obligations
    
    
    28
    
    
    
    10,688
    
    
    
    (199
    )
    
    
    21
    
    
    
    7,873
    
    
    
    (174
    )
    
    
    49
    
    
    
    18,561
    
    
    
    (373
    )Corporate bonds
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mortgage-backed and
other securities
    
    
    22
    
    
    
    4,918
    
    
    
    (36
    )
    
    
    71
    
    
    
    23,262
    
    
    
    (576
    )
    
    
    93
    
    
    
    28,180
    
    
    
    (612
    )Total temporarily
impaired securities
    
    
    62
    
    
    $
    26,056
    
    
    $
    (277
    )
    
    
    107
    
    
    $
    43,628
    
    
    $
    (930
    )
    
    
    169
    
    
    $
    69,684
    
    
    $
    (1,207
    )
   13.




---



##### 



Available for saleAmortized
    
    
    FairCost
    
    
    ValueDue in one year or less
    
    $
    8,491
    
    
    $
    8,448Due from one to five years
    
    
    8,151
    
    
    
    8,038Due from five to ten years
    
    
    20,990
    
    
    
    20,714Due after ten years
    
    
    18,874
    
    
    
    18,798Mortgage-backed and related securities
    
    
    33,136
    
    
    
    32,558Total debt securities
    
    
    89,642
    
    
    
    88,556Other securities
    
    
    58
    
    
    
    94Total
    
    $
    89,700
    
    
    $
    88,650
  NOTE 3  LOANS
  June 30,2007Commercial and industrial
    
    $
    41,502Commercial real estate
    
    
    198,187Residential real estate and home equity
    
    
    206,615Real estate construction and land development
    
    
    46,965Consumer and credit card
    
    
    41,499534,768Add: Net deferred loan origination costs
    
    
    421Total loans receivable
    
    $
    535,189
 14.




---



##### 



NOTE 4  ALLOWANCE FOR LOAN LOSSES
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Balance at beginning of period
    
    $
    5,344
    
    
    $
    5,617
    
    
    $
    5,442
    
    
    $
    5,535Provision for loan losses
    
    
    1,069
    
    
    
    420
    
    
    
    1,684
    
    
    
    980Loans charged off
    
    
    (1,181
    )
    
    
    (359
    )
    
    
    (2,011
    )
    
    
    (960
    )Recoveries
    
    
    92
    
    
    
    114
    
    
    
    209
    
    
    
    237Balance at end of period
    
    $
    5,324
    
    
    $
    5,792
    
    
    $
    5,324
    
    
    $
    5,792
  June 30,
    
    
    December 31,2007
    
    
    2006Loans past due 90 days or more and still accruing
    
    $
    4,085
    
    
    $
    3,307Nonaccrual loans
    
    
    5,982
    
    
    
    5,189Total
    
    $
    10,067
    
    
    $
    8,496Impaired loans (most of which are included in nonperforming loans above) were as follows:Period-end loans with no allocated allowance for loan losses
    
    $
    
    
    
    $
    Period-end loans with allocated allowance for loan losses
    
    
    5,982
    
    
    
    5,189Total
    
    $
    5,982
    
    
    $
    5,189Amount of the allowance for loan losses allocated
    
    $
    2,446
    
    
    $
    1,562Average of impaired loans during the period
    
    $
    5,901
    
    
    $
    2,584
 15.




---



##### 



Managements Discussion and Analysis of Financial Condition and Results of Operations
 INTRODUCTION
  FORWARD-LOOKING STATEMENTS
   16.




---



##### 



ANALYSIS OF FINANCIAL CONDITION
      COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS  ENDED JUNE 30, 2007 AND JUNE 30, 2006
 Net Income.
 17.




---



##### 



Net Interest Income.
   Provision and Allowance for Loan Losses.
  18.




---



##### 



Noninterest Income.
 Noninterest Expense.
 Income Taxes.
 COMPARISON OF RESULTS OF OPERATIONS FOR THE SIX MONTHS  ENDED JUNE 30, 2007 AND JUNE 30, 2006
 Net Income.
 Net Interest Income.
 Provision and Allowance for Loan Losses.
 19.




---



##### 



Noninterest Income.
 Noninterest Expense.
 Income Taxes.
 LIQUIDITY
   20.




---



##### 



CAPITAL RESOURCES
     PAYMENT DUE BY YEARCONCTRACTUAL
    
    
    
    
    
    Less than
    
    
    
    
    
    
    
    
    
    
    More thanOBLIGATIONS
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 yearsFHLB advances
    
    $
    93,054
    
    
    $
    3,514
    
    
    $
    10,006
    
    
    $
    35,608
    
    
    $
    43,926Federal funds purchased and
other short-term borrowings
    
    
    3,607
    
    
    
    3,607Operating lease obligations
    
    
    6,023
    
    
    
    395
    
    
    
    1,114
    
    
    
    1,046
    
    
    
    3,468Loan and line of credit
commitments
    
    
    132,232
    
    
    
    132,232
    
    
    
    
    
    
    
    
    
    
    
    Total Contractual Obligations
    
    $
    234,916
    
    
    $
    139,748
    
    
    $
    11,120
    
    
    $
    36,654
    
    
    $
    47,394
 
 Quantitative and Qualitative Disclosure About Market Risk
 ASSET AND LIABILITY MANAGEMENT AND MARKET RISK
   21.




---



##### 



Controls and Procedures
   22.




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##### 



ISSUER PURCHASES OF EQUITY SECURITIES
 (d)(c)
    
    Maximum NumberTotal Number of
    
    (or Approximate(a)
    
    
    
    
    
    Shares (or Units)
    
    Dollar Value) ofTotal Number
    
    (b)
    
    Purchased as Part
    
    Shares (or Units) thatof Shares (or
    
    Average Price
    
    of Publicly
    
    May Yet BeUnits)
    
    Paid per Share
    
    Announced Plans
    
    Purchased Under thePeriod
    
    Purchased
    
    (or Unit)
    
    or Programs(1)
    
    Plans or ProgramsMonth #l
4/1/2007 to
4/30/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Month #2
5/1/2007 to
5/31/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Month #3
6/1/2007 to
6/30/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    On June 17, 2005, the Company announced a repurchase program which authorizes the repurchase
of up to 200,000 of its common shares over a two year period commencing June 16, 2005. As of
June 30, 2007 there were no authorized common shares remaining in the repurchase program.   23.




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##### 



Proposal 1  Election of Directors
 Director
    
    Votes for
    
    Votes withheldTerry Kramer
    
    
    2,657,250
    
    
    
    9,976Ed Powers
    
    
    2,646,481
    
    
    
    20,745Donald J. Wolf
    
    
    2,646,357
    
    
    
    20,869
      Exhibit No.
    
    Exhibit3.1
    
    Amended and Restated Articles of Incorporation of DCB Financial Corp,
incorporated by reference to the Companys Report on Form 10-Q filed with the
Commission on November 14, 2003.3.2
    
    Amended and Restated Articles of Incorporation of DCB Financial Corp,
incorporated by reference to the Companys Report on Form 10-Q filed with the
Commission on November 14, 2003.31.1
    
    Certification pursuant to section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification pursuant to section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification pursuant to 18 U.S.C. 1350, as enacted pursuant to
section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification pursuant to 18 U.S.C. 1350, as enacted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002
 24.




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##### 

















|                      |                                                                       |  |  | 
|--------------------- | --------------------------------------------------------------------- |  |  | 
|                      | DCB FINANCIAL CORP
(Registrant)                                       | 
|Date:  August 9, 2007 | /s/ Jeffrey T. Benton                                                 | 
|                      | (Signature)                                                           | 
|                      | Jeffrey T. Benton
President and Chief Executive Officer               | 
|                     
|                      |                                                                       | 
|Date: August 9, 2007  | /s/ John A. Ustaszewski                                               | 
|                      | (Signature)                                                           | 
|                      | John A. Ustaszewski
Senior Vice President and Chief Financial Officer | 

25.




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##### 





| |  |  |  | 
| |  |  |  | 





EXHIBITNUMBER
    
    DESCRIPTION3.1
    
    Amended and Restated Articles of Incorporation of DCB Financial Corp, incorporated by reference
to the Companys Report on Form 10-Q filed with the Commission on November 14, 2003.3.2
    
    Amended and Restated Articles of Incorporation of DCB Financial Corp, incorporated by reference to
the Companys Report on Form 10-Q filed with the Commission on November 14, 2003.31.1
    
    Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification pursuant to 18 U.S.C. 1350, as enacted Pursuant to section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    Certification pursuant to 18 U.S.C. 1350, as enacted Pursuant to section 906 of the
Sarbanes-Oxley Act of 2002.


26.