SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number 000-29829 PACIFIC FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Washington 91-1815009 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 300 East Market Street Aberdeen, Washington 98520-5244 (360) 533-8870 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) 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: Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Title of Class Outstanding at October 31, 2000 -------------- ------------------------------- Common Stock, par value $1.00 per share 2,500,350 shares 1 TABLE OF CONTENTS PART I FINANCIAL INFORMATION 3 ITEM 1. FINANCIAL STATEMENTS 3 CONDENSED CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2000 AND DECEMBER 31, 1999 3 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999 4 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999 5 CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999 7 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 14 PART II OTHER INFORMATION 15 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 15 SIGNATURES 16 2 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets (Dollars in Thousands) Pacific Financial Corporation September 30, 2000 and December 31, 1999 (Unaudited) September 30, December 31, 2000 1999 ASSETS Cash and due from banks $8,096 $13,080 Interest bearing balances with banks 3,194 1,744 Federal funds sold 645 -0- Investment securities available for sale 59,512 65,625 Investment securities held-to-maturity 1,457 1,615 Loans 175,449 152,664 Allowance for credit losses 2,144 1,930 ------- ------- Loans, net 173,305 150,734 Premises and equipment 4,101 3,510 Foreclosed real estate 26 177 Accrued interest receivable 2,324 2,004 Cash surrender value of life insurance 2,422 2,330 Other assets 1,160 1,370 ------- ------- Total assets $256,242 $242,189 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Non-interest bearing $38,219 $34,359 Interest bearing 186,591 171,780 ------- ------- Total deposits 224,810 206,139 Accrued interest payable 662 549 Short-term borrowings 4,225 9,675 Other liabilities 1,285 4,388 ------- ------- Total liabilities 230,982 220,751 STOCKHOLDERS' EQUITY Common stock (par value $1); authorized: 25,000,000 shares; issued: 2000 - 2,500,350 shares; 1999 - 496,770 shares 2,501 497 Surplus 9,829 11,420 Retained earnings 13,521 10,473 Accumulated other comprehensive (loss) (591) (952) Total stockholders' equity 25,260 21,438 -------- -------- Total liabilities and stockholders' equity $256,242 $242,189 3 Condensed Consolidated Statements of Income (Dollars in thousands, except per share amounts) THREE MONTHS ENDED NINE MONTHS ENDED (Unaudited) SEPTEMBER 30, SEPTEMBER 30, 2000 1999 2000 1999 INTEREST INCOME Loans $4,202 $3,509 $12,187 $10,349 Securities held to maturity-taxexempt 24 74 74 81 Securities available for sale: Taxable 682 792 2,225 2,188 Tax-exempt 207 107 507 463 Deposits with banks and federal funds sold 18 124 88 475 ----- ----- ------ ------ Total interest income 5,133 4,606 15,081 13,556 INTEREST EXPENSE Deposits 2,074 1,687 5,772 4,981 Other borrowings 150 56 463 152 ----- ----- ----- ----- Total interest expense 2,224 1,743 6,235 5,133 NET INTEREST INCOME 2,909 2,863 8,846 8,423 Provision for credit losses 98 15 203 15 ----- ----- ----- ----- Net interest income after provision for credit losses 2,811 2,848 8,643 8,408 NON-INTEREST INCOME Service charges 181 177 557 563 Mortgage loan origination fees 0 4 36 Gain on sale of foreclosed real estate 0 0 31 0 Other operating income 123 126 376 352 --- --- --- --- Total non-interest income 304 307 965 951 NON-INTEREST EXPENSE Salaries and employee benefits 952 950 2,915 2,862 Occupancy and equipment 241 257 736 760 Other 530 471 1,556 1,472 --- --- ----- ----- Total non-interest expense 1,723 1,678 5,207 5,094 Income before income taxes 1,392 1,477 4,523 4,265 Provision for income taxes 444 488 1,353 1,336 ----- ----- ------ ------ NET INCOME $948 $989 $3,048 $2,929 Earnings per common share: Basic $.38 $.40(1) $ 1.22 $ 1.20(1) (1) Diluted .38 .40(1) 1.21 1.18(1) Average shares outstanding: Basic 2,500,350 2,444,845(1) 2,489,390 2,444,845(1) Diluted 2,521,684 2,492,858(1) 2,514,268 2,491,664(1) (1)Restated to reflect the 5-for-1 stock split effective in July 2000. 4 Condensed Consolidated Statements of Cash Flows Nine months ended September 30, 2000 and 1999 (Dollars in thousands) (Unaudited) 2000 1999 OPERATING ACTIVITIES Net income $3,048 $2,929 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses 203 15 Depreciation and amortization 331 392 Stock dividends received (164) (181) Gain on sales of securities ---- (10) Gain on sale of foreclosed real estate (31) ---- Increase in accrued interest receivable (320) (117) Increase in accrued interest payable 113 48 Other 15 (304) ---- ---- Net cash provided by operating activities 3,195 2,772 INVESTING ACTIVITIES Net (increase) decrease in federal funds (645) 8,615 (Increase) decrease in interest bearing deposits with banks (1,450) (1,872) Purchase of securities held to maturity --- (198) Proceeds from maturities of investments held to maturity 137 331 Purchases of securities available for sale (1,850) (38,796) Proceeds from maturities of securities available for sale 8,614 25,389 Net increase in loans (22,774) (2,451) Additions to premises and equipment (509) (266) Proceeds from sales of foreclosed real estate 182 28 ---- ---- Net cash used in investing activities (18,708) (7,784) FINANCING ACTIVITIES Net increase(decrease)in deposits 18,671 5,661 Net increase(decrease)in short-term borrowings (5,450) 1,389 Payment of dividends (3,105) (2,379) ------ ------ Net cash provided by financing activities 10,529 4,671 Net decrease in cash and due from banks (4,984) (341) CASH AND DUE FROM BANKS Beginning of period 13,080 8,634 End of period $8,096 $8,293 5 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash payments for : Interest $6,122 $ 5,085 Income Taxes 1,320 1,301 SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES Unrealized gains(losses)on securities available for sale, net of tax $ 361 $(1,024) Foreclosed real estate acquired in settlement of loans --- 30 Stock issued in five-for-one stock split 1,988 ---- Stock issued for land purchase 413 ---- 6 Condensed Consolidated Statements of Shareholders' Equity Nine months ended September 30, 2000 and 1999 (Dollars in thousands) (Unaudited) ACCUMULATED OTHER COMPREHENSIVE COMMON RETAINED INCOME STOCK SURPLUS EARNINGS (LOSS) TOTAL Balance December 31, 1998 $ 489 $10,972 $ 9,656 $ 368 $21,485 Other comprehensive income: Net income 2,929 2,929 Change in unrealized gain on securities available for sale, net (1,024) (1,024) Comprehensive income 1,905 ----- ------ ------ ------ ------ Balance September 30, 1999 $ 489 $10,972 $12,585 $ (656) $23,390 Balance December 31, 1999 $ 497 $11,420 $10,473 $ (952) $21,438 Other comprehensive income: Net income 3,048 3,048 Change in unrealized loss on securities available for sale, net 361 361 Comprehensive income 3,409 Five-for-one stock split 1,988 (1,988) Issuance of common stock 16 397 413 ----- ----- ------ ----- ------- Balance September 30, 2000 $2,501 $ 9,829 $13,521 $ (591) $25,260 7 NOTES TO FINANCIAL STATEMENTS 1. Basis of Presentation - --------------------------- The accompanying unaudited condensed consolidated financial statements have been prepared by Pacific Financial Corporation ("Pacific" or "Company") in accordance with generally accepted accounting principles for interim financial information and with instructions to Form 10Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2000, are not necessarily indicative of the results anticipated for the year ending December 31, 2000. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. All dollar amounts in tables, except per share information, are stated in thousands. 2. Equity - ------------ In April 2000, the Board of Directors approved a five-for-one common stock split, payable July 15, 2000 to shareholders of record on June 15, 2000. In addition, the number of authorized shares of common stock were increased from 5,000,000 shares to 25,000,000 shares. Common stock and surplus as at September 30, 2000 have been adjusted to reflect the five-for-one common stock split. In addition, all prior period per share information and the 1999 average number of shares outstanding shown in this report have been retroactively adjusted to show the effect of the stock split. 3. Investment Securities - --------------------------- Investment securities consist principally of short and intermediate term debt instruments issued by the U.S. Treasury, other U.S. government agencies, State and local government units, and other corporations. The Company is a stockholder in the Federal Home Loan Bank of Seattle (FHLB). SECURITIES HELD TO MATURITY AMORTIZED UNREALIZED FAIR COST GAINS VALUE (LOSSES) September 30, 2000 State and Municipal Securities $1,457 -0- $1,457 ----- ----- ----- TOTAL $1,457 -0- $1,457 8 SECURITIES AVAILABLE FOR SALE AMORTIZED UNREALIZED FAIR COST GAINS VALUE (LOSSES) September 30, 2000 U.S. Treasury Securities $ 503 $(5) $498 U.S. Government Securities 29,565 (610) 28,955 State and Municipal Securities 12,061 (20) 12,041 Corporate Securities 14,821 (263) 14,558 Equity Securities 3,460 -0- 3,460 ------ ------ ------ TOTAL $60,410 $(898) $59,512 4. Allowance for Credit Losses - --------------------------------- THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2000 1999 2000 1999 Balance at beginning of period $2,031 $1,930 $1,930 $1,864 Provision for possible credit losses 98 15 203 15 Charge-offs 1 14 11 30 Recoveries 16 --- 22 82 Net recoveries (charge-offs) 15 (14) 11 52 ---- ---- ---- ---- Balance at end of period $2,144 $1,931 $2,144 $1,931 5. Computation of Basic Earnings per Share: - ---------------------------------------------- THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2000 1999(1) 2000 1999(1) Net Income $948,000 $989,000 $3,048,000 $2,929,000 Shares Outstanding, Beginning of Period 2,500,350 2,444,845 2,483,850 2,444,845 Shares Issued During Period Times Average Time Outstanding - - 5,540 - Average Shares Outstanding 2,500,350 2,444,845 2,489,390 2,444,845 Basic Earnings Per Share $ .38 $ .40 $ 1.22 $ 1.20 (1) Restated to reflect the five-for-one stock split effective in July 2000. 9 6. Computation of Diluted Earnings Per Share: - ------------------------------------------------ THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2000 1999(1) 2000 1999(1) Net Income $948,000 $989,000 $3,048,000 $2,929,000 Options Outstanding 77,300 93,550 77,300 93,550 Proceeds Were Options Exercised $1,390,750 $1,229,500 $1,390,750 $1,229,500 Average Share Price During Period $ 24.85 $ 27.00 $ 26.53 $ 26.31 Proceeds Divided By Average Share Price 55,966 45,537 52,422 46,731 Incremental Shares 21,334 48,013 24,878 46,819 Average Shares Outstanding 2,500,350 2,444,845 2,489,390 2,444,845 Incremental Shares Plus Outstanding Shares 2,521,684 2,492,858 2,514,268 2,491,664 Diluted Earnings Per Share $ .38 $ .40 $ 1.21 $ 1.18 (1) Restated to reflect the five-for-one stock split effective in July 2000. 10 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS A Warning About Forward-Looking Information We have made forward-looking statements in this document that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of our management, and on information currently available to them. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under "Management's Discussion and Analysis of Financial Condition And Results of Operations" and statements preceded by, followed by or that include the words "believes," "expects," "anticipates," "intends," "plans," "estimates" or similar expressions. Any forward-looking statements in this document are subject to risks relating to, among other things, the following: 1. effective December 15, 1999 Harbor Bancorp, Inc. completed the merger of equals with Pacific Financial Corporation; anticipated cost savings from the merger may not be fully realized or realized within the expected time frame (the transaction was treated as a pooling for accounting purposes, and accordingly, all prior results of operations have been restated); 2. competitive pressures among depository and other financial institutions may increase significantly; 3. changes in the interest rate environment may reduce margins; 4. general economic or business conditions, either nationally or in the state or regions in which we do business, may be less favorable than expected, resulting in, among other things, a deterioration in credit quality or a reduced demand for credit; 5. legislative or regulatory changes may adversely affect the businesses in which we are engaged; and 6. adverse changes may occur in the securities markets. Our management believes the forward-looking statements are reasonable; however, you should not place undue reliance on them. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. The future results and shareholder values of the combined corporation following completion of the merger may differ materially from those expressed or implied in these forward-looking statements. Many of the factors that will determine these results and values are beyond our ability to control or predict. 11 Net income. For the nine months ended September 30, 2000, Pacific's net income - ----------- was $3,048,000 compared to $2,929,000 for the same period in 1999. The principal contributing factor to the increase was a $423,000 increase in net interest income, offset by a $188,000 increase in the provision for credit losses, and a $113,000 increase in non-interest expense. Net income for the three months ended September 30, 2000 was $948,000, compared to $989,000 for the same period in 1999. The decrease was attributable primarily to a $46,000 increase in net interest income, a $45,000 increase in non-interest expense, and a $83,000 increase in the provision for credit losses. Net interest income. Net interest income for the three months ended September - -------------------- 30, 2000 increased $46,000 compared to the same period in 1999. Net interest income for the nine months ended September 30, 2000 increased $423,000 over the comparable period in 1999. Interest income for the three months ended September 30, 2000 increased $527,000 or 11.4% compared to the comparable period in 1999, and for the nine months ended September 30, 2000 increased $1,525,000 or 11.3% over the same period in 1999. Increased lending volume and increases in the prime rate of interest were the primary reasons for the positive variance in interest income. Average loans outstanding for the nine months ended September 30, 2000 were $166,255,000, or 11.6% higher than for the comparable period in 1999. Interest expense for the three months ended September 30, 2000 increased $481,000 or 27.6% compared to the same period in 1999, and increased $1,102,000 or 21.5% for the nine months ended September 30, 2000 over the comparable period in 1999. This is due to the increased interest rate environment during the 2000 periods and an increase of interest bearing liabilities for the periods ended September 30, 2000 compared to the comparable periods in 1999. Average interest bearing deposits for the nine months ended September 30, 2000 were $177,789,000, unchanged from the comparable period in 1999. Average short term borrowings for the nine months ended September 30, 2000 were $7,451,000, $6,268,000 higher than for the comparable period in 1999. Provision and allowance for credit losses. During the three months ended - ----------------------------------------------- September 30, 2000, $98,000 was provided for credit losses, compared to $15,000 for the same period in 1999. For the nine months ended September 30, 2000, $203,000 was provided for possible credit losses compared to $15,000 for the comparable period in 1999. For the nine months ended September 30, 2000, net recoveries were $11,000 compared to net recoveries of $65,000 during the same period in 1999. At September 30, 2000, the allowance for credit losses stood at $2,144,000 compared to $1,930,000 at December 31, 1999, and $1,931,000 at September 30, 1999. The ratio of the allowance to total loans outstanding was 1.22%, 1.26% and 1.29% at September 30, 2000, December 31, 1999, and September 30, 1999, respectively. Management considers the allowance for credit losses to be adequate for the periods indicated. 12 Non-performing assets and other real estate owned. Non-performing assets totaled - -------------------------------------------------- $3,394,000 at September 30, 2000. This represents 1.32% of total assets compared to $492,000 or .20% at December 31, 1999, and $1,274,000 or .52% at September 30, 1999. Non-accrual loans at September 30, 2000 totaled $1,705,000. Non-accrual loans at September 30, 2000 consist primarily of one agricultural loan with a balance of $1,357,000. Management is in the process of assessing the repayment possibilities and collateral position on this loan. Any amount which is determined to be uncollectible when this process is completed will be charged to the allowance for credit losses. Loans accruing which are past due 90 days or more totaled $1,663,000 at September 30, 2000, of which $1,029,000 is fully guaranteed by the U.S. Government; management believes losses, if any, associated with these loans will be minimal. ANALYSIS OF NONPERFORMING ASSETS SEPTEMBER 30 DECEMBER 31 SEPTEMBER 30 (Dollars in thousands) 2000 1999 1999 Accruing loans past due 90 days or more $1,663 $140 $ 377 Non-accrual loans 1,705 175 764 Foreclosed loans 26 177 133 TOTAL $3,394 $492 $1,274 Non-interest income and expenses. Non-interest income for the three month period - --------------------------------- ended September 30, 2000 decreased $3,000 compared to the same period in 1999, and increased $14,000 for the nine months ended September 30, 2000 compared to the same period in 1999. Non-interest expense for the three and nine month periods ended September 30, 2000 increased $45,000 or 2.6%, and $113,000 or 2.2% respectively, compared to the same periods in 1999. For the 2000 three-month period, salaries and benefits increased $2,000, occupancy expense decreased $16,000, and other expenses increased $59,000 compared to the same period in 1999. The primary reasons for the increase in non-interest expense for the three and nine months ended September 30, 2000 compared to the same periods in 1999, were an increase in salaries and benefits of $2,000 and $53,000 due to normal merit and inflationary increases, and an increase of $59,000 and $84,000 in other expenses relating to increased general and administrative costs, resulting primarily from the December 1999 merger. Income taxes. The federal income tax provision for the nine months ended - -------------- September 30, 2000 was $1,353,000, an increase of $17,000 compared to the same period in 1999. The effective tax rate for the 2000 period is 29.9% compared to 31.3% in 1999. 13 Financial Condition. Total assets were $256,242,000 at September 30, 2000, an - --------------------- increase of $14,053,000 or 5.8% over year-end 1999. Loans totaled $175,449,000 at September 30, 2000, an increase of $22,785,000 or 14.9% over year-end 1999. Total deposits were $224,810,000 at September 30, 2000, an increase of $18,671,000 or 9.1% compared to the balance at December 31, 1999. Loans. Loan detail by category at September 30, 2000 and December 31, 1999 - ------ was as follows: (Dollars in thousands) September 30, December 31, 2000 1999 Commercial and industrial $ 63,229 $ 54,150 Agricultural 1,981 2,101 Real estate mortgage 98,806 88,852 Real estate construction 7,041 3,325 Installment 3,533 3,379 Credit cards and other 859 857 Total Loans 175,449 152,664 Allowance for credit losses (2,144) (1,930) Net Loans $173,305 $150,734 Liquidity. Adequate liquidity is available to accommodate fluctuations in - ---------- deposit levels, funds operations, and provide for customer credit needs and meet obligations and commitments on a timely basis. The Company has no brokered deposits. The Company has credit availability from the Federal Home Loan Bank of Seattle of $51 million, of which $4,225,000 was used at September 30, 2000. Stockholders' equity. Total stockholders' equity was $25,260,000 at September - ---------------------- 30, 2000, an increase of $3,822,000 or 17.8% compared to December 31, 1999. Book value per share increased to $10.10 at September 30, 2000 compared to $8.63 at December 31, 1999. Book value is calculated by dividing total equity capital by total shares outstanding. Book value is impacted by net income less dividends and changes in the fair value of the Bank's available for sale investment portfolio. On April 17, 2000, the Board of Directors declared a five-for-one stock split of Pacific's outstanding common stock. The split was implemented as a stock dividend, payable July 15, 2000, at the rate of four new shares of common stock for each share held of record on June 15, 2000. Item 3. Quantitative and qualitative disclosures about market risk. Interest - ---------------------------------------------------------------------- rate, credit, and operations risks are the most significant market risks which affect the Company's performance. The Company relies on loan review, prudent loan underwriting standards and an adequate allowance for credit losses to mitigate credit risk. An asset/liability management simulation model is used to measure interest rate risk. The model produces regulatory oriented measurements of interest rate risk exposure. The model quantifies interest rate risk through simulating forecasted net interest income over a 12 month time period under 14 various interest rate scenarios, as well as monitoring the change in the present value of equity under the same rate scenarios. The present value of equity is defined as the difference between the market value of assets less liabilities. By measuring the change in the present value of equity under various rate scenarios, management is able to identify interest rate risk that may not be evident in changes in forecasted net interest income. The Company is currently asset sensitive, meaning that interest earning assets mature or reprice more quickly than interest-bearing liabilities in a given period. Therefore, a significant increase in market rates of interest could improve net interest income. Conversely, a decreasing rate environment may adversely affect net interest income. It should be noted that the simulation model does not take into account future management actions that could be undertaken should actual market rates change during the year. An important point should be kept in mind; the model simulation results are not exact measures of the Company's actual interest rate risk. They are rather only indicators of rate risk exposure, based on assumptions produced in a simplified modeling environment designed to heighten sensitivity to changes in interest rates. The rate risk exposure results of the simulation model typically are greater than the Company's actual rate risk. That is due to the conservative modeling environment, which generally depicts a worst-case situation. Management has assessed the results of the simulation reports as of September 30, 2000, and believes that there has been no material change since December 31, 1999. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 27 Financial Data Schedule for the nine-month period ended September 30, 2000. 99 Description of common stock of Pacific Financial Corporation. 15 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 thereunto duly authorized. PACIFIC FINANCIAL CORPORATION DATED: November 13, 2000 By: /s/ Dennis E. Long Dennis E. Long President By: /s/ John Van Dijk John Van Dijk Treasurer 16