FORM 10-Q - QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(As last amended in Rel. No. 34-26589, eff. 4/12/93.)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
Commission file number: 0-12668
Hills Bancorporation
Incorporated in Iowa I.R.S. Employer Identification
No. 42-1208067
131 MAIN STREET, HILLS, IOWA
Telephone number: (319) 679-2291
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
SHARES OUTSTANDING
CLASS At April 30, 2002
- --------------------------------------------------------------------------------
Common Stock, no par value 1,498,558
1
HILLS BANCORPORATION
Index to Form 10-Q
Part I
FINANCIAL INFORMATION
Page
Number
Item 1. Financial Statements
Consolidated balance sheets, March 31, 2002
(unaudited) and December 31, 2001 3
Consolidated statements of income, (unaudited)
for three months ended March 31, 2002 and 2001 4
Consolidated statements of comprehensive income,
(unaudited) for three months ended March 31,
2002 and 2001. 5
Consolidated statements of stockholders' equity,
(unaudited) for three months ended March 31, 2002
and 2001 6
Consolidated statements of cash flows (unaudited)
for three months ended March 31, 2002 and 2001 7
Notes to consolidated financial statements 8 - 9
Item 2. Management's discussion and analysis of financial
condition and results of operations 10 - 12
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 12
Part II
OTHER INFORMATION
Item 1. Legal proceedings 13
Item 2. Changes in securities 13
Item 3. Defaults upon senior securities 13
Item 4. Submission of matters to vote of security holders 13
Item 5. Other information 13
Item 6. Exhibits and reports on Form 8-K 13
COMPUTATION OF EARNINGS PER SHARE
SIGNATURES 14
2
HILLS BANCORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands)
March 31,
2002 December 31,
Unaudited 2001*
------------------------
ASSETS
Cash and due from banks .............................. $ 28,881 $ 37,070
Investment securities:
Available for sale (amortized cost
March 31, 2002 $174,789;
December 31, 2001 $165,515) ..................... 178,249 170,311
Held to maturity (fair value
March 31, 2002 $11,589;
December 31, 2001 $12,146) ...................... 11,297 11,840
Stock of Federal Home Loan Bank ................... 7,809 7,809
Federal funds sold ................................... 55,985 29,428
Loans, net ........................................... 709,016 682,692
Property and equipment, net .......................... 21,543 20,997
Accrued interest receivable .......................... 7,367 7,257
Deferred income taxes, net ........................... 2,279 1,873
Other assets ......................................... 7,546 6,828
-----------------------
$1,029,972 $ 976,105
=======================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Noninterest-bearing deposits ......................... $ 90,202 $ 92,179
Interest-bearing deposits ............................ 687,784 627,839
-----------------------
Total deposits .................................... $ 777,986 $ 720,018
Federal funds purchased and securities
sold under agreements to repurchase ............... 17,541 22,409
Federal Home Loan Bank notes ......................... 137,637 137,637
Accrued interest payable ............................. 2,663 2,683
Other liabilities .................................... 4,637 3,009
-----------------------
$ 940,464 $ 885,756
-----------------------
REDEEMABLE COMMON STOCK HELD BY EMPLOYEE STOCK
OWNERSHIP PLAN (ESOP) .............................. $ 11,897 $ 12,194
-----------------------
STOCKHOLDERS' EQUITY
Capital stock, common, no par value;
authorized 10,000,000 shares;
issued March 31, 2002 - 1,498,558 shares;
December 31, 2001 - 1,498,558 shares .............. $ 10,397 $ 10,397
Retained earnings .................................... 76,932 76,931
Accumulated other comprehensive income,
unrealized gains on investment securities, net ... 2,179 3,021
-----------------------
$ 89,508 $ 90,349
Less maximum cash obligation related to
ESOP shares ....................................... 11,897 12,194
-----------------------
$ 77,611 $ 78,155
-----------------------
$1,029,972 $ 976,105
=======================
<FN>
* Derived from audited financial statements.
</FN>
See Notes to Financial Statements.
3
HILLS BANCORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended March 31, 2002 and 2001
(In Thousands, Except Per Share Data)
2002 2001
---------------------
Interest Income:
Interest and fees on loans ...................... $12,927 $12,994
Interest on investment securities:
Taxable ....................................... 1,917 1,788
Non-taxable ................................... 516 457
Interest on federal funds sold .................. 161 513
---------------------
Total interest income ........................... $15,521 $15,752
---------------------
Interest Expense:
Interest on deposits ............................ $ 5,951 $ 7,070
Interest on securities sold under
Interest on FHLB borrowings ..................... 1,916 1,747
---------------------
Total interest expense .......................... $ 7,990 $ 9,000
---------------------
Net interest income ............................. $ 7,531 $ 6,752
---------------------
Provision for loan losses .......................... 236 225
---------------------
Net interest income after provision
Other income:
Loan origination fees ........................... $ 377 $ 146
Trust fees ...................................... 619 594
Deposit account charges and fees ................ 730 710
Salaries and employee benefits ................. $ 3,277 $ 2,783
Occupancy ....................................... 417 439
Furniture and equipment ......................... 717 608
Office supplies and postage ..................... 281 282
Other operating ................................. 1,189 1,139
---------------------
$ 5,881 $ 5,251
---------------------
Income before income taxes ...................... $ 3,811 $ 3,339
---------------------
Federal and state income taxes ..................... 1,188 1,032
---------------------
Net income ...................................... $ 2,623 $ 2,307
=====================
Earnings per common share:
Basic ......................................... $ 1.75 $ 1.54
Diluted ....................................... 1.74 1.53
4
HILLS BANCORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three Months Ended March 31, 2002 and 2001
(In Thousands, Except Per Share Data)
2002 2001
------------------
Net Income ............................................. $ 2,623 $ 2,307
------------------
Other comprehensive income (loss):
Unrealized gains (losses) on debt securities ........ (1,336) 2,342
Income tax effect of unrealized gains (losses) ...... 494 (866)
------------------
$ (842) $ 1,476
------------------
Comprehensive Income ................................ $ 1,781 $ 3,783
==================
See Notes to Financial Statements.
5
HILLS BANCORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Three Months Ended March 31, 2002 and 2001
(In Thousands, Except Per Share Data)
Less
Maximum
Accumulated Cash
Other Obligation
Capital Retained Comprehensive To ESOP
Stock Earnings Income Shares Total
--------------------------------------------------------
Balance, December 31, 2001 $ ..... $10,397 $76,931 $3,021 $(12,194) $ 78,155
Net income ..................... - - 2,623 - - - - 2,623
Change related to ESOP shares .. - - - - - - 297 297
Cash dividends ($1.75 per share) - - (2,622) - - - - (2,622)
Other comprehensive (loss) ..... - - - - (842) - - (842)
--------------------------------------------------------
Balance, March 31, 2002 ......... $10,397 $76,932 $2,179 $(11,897) $ 77,611
========================================================
Balance, December 31, 2000 ....... $10,197 $69,179 $ 698 $(11,550) $ 68,524
Net income ..................... - - 2,307 - - - - 2,307
Cash dividends ($1.60 per share) - - (2,393) - - - - (2,393)
Other comprehensive income ..... - - - - 1,476 - - 1,476
--------------------------------------------------------
Balance, March 31, 2001 .......... $10,197 $69,093 $2,174 $(11,550) $ 69,914
========================================================
See Notes to Financial Statements.
6
HILLS BANCORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2002 and 2001
(In Thousands)
2002 2001
--------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ..................................................................... $ 2,623 $ 2,307
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation ............................................................... 570 482
Provision for loan losses .................................................. 236 225
Deferred income taxes ...................................................... 88 178
(Increase) decrease in accrued interest receivable ......................... (110) 140
Amortization of bond discount .............................................. 68 19
(Increase) in other assets ................................................. (760) (169)
Amortization of intangibles ................................................ 42 85
Increase in accrued interest and other liabilities ......................... 1,608 985
--------------------
Net cash provided by operating activities ............................... $ 4,365 $ 4,252
--------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investment securities:
Available for sale ......................................................... $ 11,776 $ 18,747
Held to maturity ........................................................... 544 293
Purchase of investment securities available for sale ........................... (21,119) (36,266)
Federal funds sold, net ........................................................ (26,557) 6,280
Loans made to customers, net of collections .................................... (26,560) (1,288)
Purchases of property and equipment ............................................ (1,116) (1,932)
--------------------
Net cash (used in) investing activities .................................... $(63,032) $(14,166)
--------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits ....................................................... $ 57,968 $ 10,331
Net (decrease) in fed funds purchased and
securities sold under agreements to repurchase ............................. (4,868) (1,385)
Dividends paid ................................................................. (2,622) (2,393)
--------------------
Net cash provided by financing activities .................................. $ 50,478 $ 6,553
--------------------
(Decrease) in cash and due from banks ...................................... $ (8,189) $ (3,361)
CASH AND DUE FROM BANKS
Beginning .................................................................. 37,070 25,669
--------------------
Ending ..................................................................... $ 28,881 $ 22,308
====================
SUPPLEMENTAL DISCLOSURES Cash payments for:
Interest paid to depositors and others ....................................... $ 5,971 $ 7,113
Interest paid on other obligations ......................................... 2,039 1,930
Non-cash financing transaction,
decrease in maximum cash obligation related
to ESOP shares ............................................................. (297) --
See Notes to Financial Statements.
7
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1. Interim Financial Statements
Interim consolidated financial statements have not been examined by independent
public accountants, but include all adjustments (consisting only of normal
recurring accruals) which, in the opinion of management, are necessary for a
fair presentation of the results for these periods. The results of operation for
the interim periods are not necessarily indicative of the results for a full
year.
In reviewing these financial statements, reference should be made to the Notes
to Financial Statements contained in the Financial Statements for the year ended
December 31, 2001.
There were no changes in accounting policies which had a significant effect on
the interim consolidated financial statements for the periods presented except
as disclosed in Note 4 to the financial statements.
For purposes of reporting cash flows, cash and due from banks includes cash on
hand and amounts due from banks (including cash items in process of clearing).
Cash flows from demand deposits, NOW accounts, savings accounts, and federal
funds purchased and sold are reported net since their original maturities are
less than three months. Cash flows from loans and time deposits are presented as
net increases or decreases.
Note 2. Loans
The following tables set forth the composition of loans and the allowance for
loan losses:
(In thousands)
March 31
-------------------------
2002 2001
-------------------------
Agricultural ................................. $ 33,111 $ 30,441
Commercial and financial ..................... 39,966 36,572
Real estate, construction .................... 38,103 39,548
Real estate, mortgage ........................ 575,616 499,578
Loans to individuals ......................... 32,485 32,129
-------------------------
$719,281 $638,268
Less allowance for loan losses ............... 10,265 10,332
-------------------------
$709,016 $627,936
=========================
Transactions in the allowance for loan losses are as follows:
(In thousands)
Three Months
Ended March 31
-------------------------
2002 2001
-------------------------
Balance, beginning .......................... $ 9,950 $ 10,428
Provision charged to expense .............. 236 225
Net recoveries (charge-offs) .............. 79 (321)
-------------------------
Balance, ending ............................. $ 10,265 $ 10,332
=========================
8
The following summarizes the Company's nonaccrual, past due, restructured and
impaired loans:
(In thousands)
March 31
---------------------
2002 2001
---------------------
Non-accrual ........................................ $ 756 $ 618
Accruing loans, past due 90 days or more ........... 3,406 3,019
Restructured loan .................................. - - - -
Impaired loans ..................................... $12,033 12,858
Note 3. Earnings Per Share
Basic net income per share amounts are computed by dividing net income by the
weighted average number of common shares outstanding during the period. Diluted
earnings per share are computed by dividing net income by the weighted average
number of common shares outstanding during the period plus the number of
potential dilutive common shares attributable to the Company's stock option
plan.
Note 4. Recent Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board issued Statement 141,
"Business Combinations" and Statement 142, "Goodwill and Other Intangible
Assets." Statement 141 eliminated the pooling method for accounting for business
combinations; requires that intangible assets that meet certain criteria be
reported separately from goodwill; and requires negative goodwill arising from a
business combination to be recorded as an extraordinary gain. Statement 142
eliminated the amortization of goodwill and other intangibles that are
determined to have an indefinite life; and requires, at a minimum, annual
impairment tests for goodwill and other intangible assets that are determined to
have an indefinite life. The provisions of the Statements were implemented
effective January 1, 2002. The amortization of goodwill with an indefinite life
was suspended on January 1, 2002.. Annual goodwill amortization for 2002 is
expected to be approximately $170,000 less than in 2001.
9
PART I, ITEM 2.
HILLS BANCORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Information
Forward looking information relating to the financial results or strategies of
the Company are made in the Management's Discussion and Analysis. The following
paragraphs identify forward looking statements and the risks that need to be
considered when reading those statements.
Forward looking statements include such words as believe, expect, anticipate,
target, goal, objective and other words with similar meaning. The Company is
under no obligation to update such statements.
The risks involved in the operations and strategies of the Company include
competition from other financial institutions, changes in interest rates,
changes in economic or market conditions and changes in regulatory factors.
These risks, which are not all inclusive, cannot be estimated.
Recent Activities
Hills Bank and Trust Company opened its eleventh office on April 1, 2002. The
full service banking office in Cedar Rapids is located at 3610 Williams Blvd. SW
and is the second location in Cedar Rapids. The new 7,200 square foot one story
building has three drive-up lanes and a drive-up ATM.
Hills Bancorporation achieved a new milestone as of March 31, 2002 as total
assets exceeded one billion dollars. Total assets are $1.03 billion at the
quarter endied March 31, 2002 compared to $887.1 million one year ago at March
31, 2001. The growth in assets for the quarter ended March 31, 2002 was $53.9
million and was funded by an increase in deposits of $58.0 million.
Approximately $28 million of the deposit growth was temporary as it was in
public funds, which are not considered long-term core deposits.
Financial Position
Net loan growth from March 2001 to March 2002 was $81.1 million, with over $26
million of the net loans coming in the first quarter of 2002 as interest rates
remain at favorable rates for borrowers. Loan growth was primarily in real
estate loans as in prior years including 1-4 family home loans. The growth in
loans and investment securities was funded principally by an increase in total
deposits and securities sold under agreements to repurchase. In addition, the
Bank borrowed additional advances from the Federal Home Loan Bank of $17.0
million since March 2001.
Due to the continued loan demand and challenges for funding sources,
asset-liability management continues to be very important. The asset-liability
process encompasses both the management of interest rate sensitivity and the
maintenance of adequate liquidity. Interest rate sensitivity management attempts
to provide the optimal level of net interest income while managing exposure to
risks associated with interest rate movements. Liquidity management involves
planning to meet anticipated funding needs. Management monitors the rate
sensitivity and liquidity positions on an on-going basis and, when necessary,
appropriate action is taken to minimize any adverse effects of rapid interest
rate movements or any unexpected liquidity concerns. The Company believes it
will be able to maintain sufficient liquidity.
Dividends and Equity
In January 2002, Hills Bancorporation paid a dividend of $2,622,000 or $1.75 per
share, a 9.38% increase from the $1.60 paid in January 2001. After payment of
the dividend and adjustment for accumulated other comprehensive income,
stockholders' equity as of March 31, 2002 totaled $77,611,000. The total
stockholders' equity of Hills Bancorporation as of March 31, 2002, before the
reduction for the ESOP shares, totaled 8.69% of total assets. Under risk-based
capital rules, the total risk based capital is 12.72% of risk adjusted assets,
and substantially in excess of required minimums.
10
Liquidity
The Company actively monitors and manages its liquidity position with the
objective of maintaining sufficient cash flows to fund operations, meet client
commitments, take advantage of market opportunities and provide a margin against
unforeseeable liquidity needs. Federal funds sold, loans held for sale and
investment securities available for sale are readily marketable assets.
Maturities of all investment securities are managed to meet the Company's normal
liquidity needs. Investment securities available for sale may be sold prior to
maturity to meet liquidity needs, to respond to market changes or to adjust the
Company's interest rate risk position. Readily marketable assets, as defined
above, comprised 17.3% of the Company's total assets at March 31, 2002.
Net cash provided from Company operations is another primary source of
liquidity. For the three months ended March 31, 2002 and 2001, net cash provided
by operating activities was $4,365,000 and $4,252,000, respectively. The
Company's trend of increasing cash flows from operations is expected to continue
in the foreseeable future due to the Company's growth.
The Company has historically maintained a stable deposit base and a relatively
low level of large deposits, which result in a low dependence on volatile
liabilities. As of March 31, 2002, the Company had advances of $137,637,000 from
the FHLB of Des Moines. These advances were used as a means of providing both
long and short-term, fixed-rated funding for certain assets and managing
interest rate risk. The Company had additional borrowing capacity available from
the FHLB of approximately $112 million at March 31, 2002.
The combination of high levels of potentially liquid assets, low dependence on
volatile liabilities and additional borrowing capacity provided sufficient
liquidity for the Company at March 31, 2002.
Results of Operations
Net income was $2,623,000 and $2,307,000 for the three months ending March 31,
2002 and 2001, respectively. This is an increase of $316,000 or 13.70%. The
increase is due to a $779,000 increase in net interest income and an increase in
other income of $334,000. The increase in net interest income is due primarily
to average earning assets for the first quarter of 2002 being approximately
$96.0 million higher than the balances in 2001 for the three months ending March
31, 2001. Due to lower secondary market interest rates, loan origination fees
were up for the current year by $231,000 to $377,000. This increase was the
result of the large number of loans sold in the first quarter of 2002 compared
to one year ago. All other income increase $103,000 or 5.31%.
The Bank's primary trade territory is Johnson County, Iowa. Due to the large
employment in the county by the University of Iowa and the University of Iowa
Hospitals and Clinics and the dependency on funding by the State of Iowa, which
is experiencing decreasing tax revenue, the Bank continues to monitor loan
delinquencies and other indicators of loan problems. The quality of the Bank's
loans has continued to be very high because the portfolio is concentrated in
well collateralized real estate loans.
Other expenses increased from $5,251,000 for the three months ended March 31,
2001 to $5,881,000 for the first quarter of 2002, or $630,000. Salary and
employee benefits accounted for $494,000 of the increase as new staff was added
in the last year for the new Eastside office in Iowa City, the expansion of the
Coralville and Downtown Cedar Rapids offices and the addition of the new office
in Cedar Rapids that opened on April 1, 2002. In addition to these new positions
both operations and other retail banking departments added needed staff. In
total full time equivalent positions in the last year increased by thirty. Also
normal salary adjustments in January, 2002 resulted in increased salary expense.
All other expenses for the first quarter of 2002 were $2,604,000 compared to
$2,468,000. The increase of $136,000 was 5.51% and was primarily in a $109,000
increase in furniture and equipment costs which includes depreciation expense.
The increase is due to increased equipment purchases over the last two years.
Earnings per share, both basic and diluted, increased for the quarter ended
March 31, 2002 compared to 2001. For the period ended March 31, 2002 basic and
diluted earnings per share were $1.75 and $1.74 in comparison to $1.54 and $1.53
for the quarter ended March 31, 2001.
Market Risk Management
Market risk is the risk of earnings volatility that results from adverse changes
in interest rates and market prices. The Company's market risk is comprised
primarily of interest rate risk arising from its core banking activities of
lending and deposit taking. Interest rate risk is the risk that changes in
market interest rates may adversely affect the Company's net interest income.
Management continually develops and applies strategies to mitigate this risk.
Management does not believe that the Company's primary market risk exposures and
how those exposures have been managed to-date in 2002 changed significantly when
compared to 2001.
11
Asset/Liability Management
The Company has a fully integrated asset/liability management system to assist
in managing the balance sheet. The process, which is used to project the results
of alternative investment decisions, includes the development of simulations
that reflect the effects of various interest rate scenarios on net interest
income. Management analyzes the simulations to manage interest rate risk, the
net interest margin and levels of net interest income.
The goal is to structure the balance sheet so that net interest margin
fluctuates in a narrow range during periods of changing interest rates. The
Company currently believes that net interest income would fall by less than 5
percent if interest rates increased or decreased by 300 basis points over a
one-year time horizon. This is within the Company's policy limits.
To improve net interest income and lessen interest rate risk, management
continues its strategy of de-emphasizing fixed-rate portfolio residential real
estate loans with long repricing periods. The Company continues to focus on
reducing interest rate risk by emphasizing growth in variable-rate consumer and
commercial loans. Other actions include the use of fixed-rate Federal Home Loan
Bank (FHLB) advances as alternatives to certificates of deposit, and active
management of the available for sale investment securities portfolio to provide
for cash flows that will facilitate interest rate risk management.
The highly competitive banking environment in Iowa also greatly impacts the
Company's net interest margin. The effect of competition on net interest income
is difficult to predict.
PART I, ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in market prices
and rates. The Company's market risk is comprised primarily of interest rate
risk resulting from its core banking activities of lending and deposit
gathering. Interest rate risk measures the impact on earnings from changes in
interest rates and the effect on current fair market values of the Company's
assets, liabilities and off-balance sheet contracts. The objective is to measure
this risk and manage the balance sheet to avoid unacceptable potential for
economic loss. Management continually develops and applies strategies to
mitigate market risk. Exposure to market risk is reviewed on a regular basis by
the asset/liability committee at the bank. Management does not believe that the
Company's primary market risk exposures and how those exposures have been
managed to date in 2002 changed significantly when compared to 2001.
12
HILLS BANCORPORATION
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are no material pending legal proceedings.
Item 2. Changes in Securities
There were no changes in securities.
Item 3. Defaults upon Senior Securities
Hills Bancorporation has no senior securities.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
quarter ended March 31, 2002.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit
See exhibit II - Statement Re Computation of Earnings Per
Common Share
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter
ended March 31, 2002.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned and thereunto duly authorized.
HILLS BANCORPORATION
(Registrant)
5/14/2001 /s/ Dwight O. Seegmiller
- --------------------------- -------------------------------------------
Date Dwight O. Seegmiller, President
(Duly authorized officer of the registrant)
5/14/2001 /s/ James G. Pratt
- --------------------------- -------------------------------------------
Date James G. Pratt, Treasurer
(Principal Financial Officer)
14