U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended December 31, 1998
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Exchange Act
For the transition period from ______ to ______
Commission file number: 0-23525
NORTH ARKANSAS BANCSHARES, INC.
-------------------------------
(Exact Name of Small Business Issuer
as Specified in its Charter)
Tennessee 71-0800742
--------- ---------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
200 Olivia Drive, Newport, Arkansas 72112
-----------------------------------------
(Address of Principal Executive Offices)
(870) 523-3611
--------------
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 pre-
ceding 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 [ ]
As of February 12, 1999, the issuer had 354,900 shares of
Common Stock issued and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
CONTENTS
PART I. FINANCIAL INFORMATION
- - -----------------------------
Item 1. Consolidated Financial Statements
Consolidated Statements of Financial Condition as
of December 31, 1998 (unaudited) and
June 30, 1998. . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Operations for the Three and
Six Months Ended December 31, 1998 and 1997
(unaudited). . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows for the
Six Months Ended December 31, 1998 and 1997
(unaudited). . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . .11
Item 2. Changes in Securities. . . . . . . . . . . . . . . . .11
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . .11
Item 4. Submissions of Matters to a Vote of Security Holders .11
Item 5. Other Information. . . . . . . . . . . . . . . . . . .11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . .11
SIGNATURES
This Form 10-QSB contains forward-looking statements consisting
of estimates or predictions concerning future operations with
respect to the financial condition, results of operations and
other business of North Arkansas Bancshares, Inc. that are
subject to various factors which could cause actual results to
differ materially from those estimates. Such statements are
based on management's beliefs or interpretations of information
currently available. Factors which could influence the
estimates include changes in the national, regional and local
market conditions, legislative and regulatory conditions and an
adverse interest rate environment. In addition, the Year 2000
issue is extremely complex and compliance failures on the part
of third parties that are outside the control of the Company,
could have a material adverse impact on future operating
results.
2
PART I - FINANCIAL INFORMATION
NORTH ARKANSAS BANCSHARES, INC.
Consolidated Statements of Financial Condition
December 31, 1998 and June 30, 1998
December 31, June 30,
1998 1998
------------- ----------
(Audited)
Assets
------
Cash and amounts due from banks, includes interest
bearing deposits of $3,682,432 and $1,167,778 at
December 31, 1998 and June 30, 1998, respectively $ 4,139,260 $ 2,094,104
Certificates of deposit with other financial
institutions 1,699,000 1,990,000
Investment securities held-to-maturity, at cost 13,741,910 11,243,627
Loans receivable, net 25,375,161 25,592,938
Real estate owned, net 428,560 535,700
Office properties and equipment, net 1,501,759 1,623,226
Accrued interest receivable 295,826 313,422
Other assets 164,264 295,608
----------- ------------
Total assets $47,345,740 $ 43,688,625
=========== ============
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Deposits $34,918,681 $ 34,270,664
Federal Home Loan Bank advances 6,885,408 3,969,525
Other liabilities 115,073 122,202
----------- ------------
Total liabilities 41,919,162 38,362,391
STOCKHOLDERS' EQUITY
--------------------
Preferred stock, $0.01 par value per share,
3,000,000 shares authorized, no shares issued
or outstanding $ -- $ --
Common stock, $0.01 par value per share 9,000,000
shares authorized, 370,300 shares issued
and outstanding at December 31, 1998 and
June 30, 1998 3,703 3,703
Additional paid-in capital 3,298,267 3,298,267
Retained earnings - substantially restricted 2,391,224 2,290,880
Unearned ESOP shares (266,616) (266,616)
----------- ------------
Total stockholders' equity 5,426,578 5,326,234
----------- ------------
Total liabilities and stockholders'
equity $47,345,740 $ 43,688,625
=========== ============
See accompanying notes to consolidated financial statements.
3
NORTH ARKANSAS BANCSHARES, INC.
Consolidated Statements of Operations
For the Three and Six Months Ended December 31, 1998 and 1997
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
------------------- -------------------
1998 1997 1998 1997
----- ------ ------ ------
Interest income:
Loans receivable $516,046 $511,354 $1,039,395 $1,004,685
Deposits in other financial
institutions 29,125 28,322 90,314 44,688
Mortgage-backed securities 204,045 75,827 353,666 157,227
Investment securities 43,798 5,825 81,186 18,899
-------- -------- ---------- ----------
Total interest income 793,014 621,328 1,564,561 1,225,499
-------- -------- ---------- ----------
Interest expense:
Deposits 429,298 387,756 854,615 783,513
Federal Home Loan advances 99,126 13,265 165,432 23,299
-------- -------- ---------- ----------
Total interest expense 528,424 401,021 1,020,047 806,812
-------- -------- ---------- ----------
Net interest income 264,590 220,307 544,514 418,687
Provision for loan losses 5,887 0 5,887 0
-------- -------- ---------- ----------
Net interest income after provision 258,703 220,307 538,627 418,687
Non-interest income - other 77,246 42,425 118,186 87,427
Non-interest expenses:
Salaries and employee benefits 112,287 98,816 223,478 194,659
Contribution Expense-ESOP 7,404 0 14,808 0
Legal and professional fees 19,112 15,191 29,887 25,492
Data processing fees 33,001 27,959 62,593 51,319
Federal insurance expense 7,853 7,854 15,707 15,273
Furniture and equipment expense 8,349 8,922 16,700 18,392
Occupancy expense 20,114 20,994 41,466 42,254
Other 63,686 35,201 100,130 91,334
-------- -------- ---------- ----------
271,806 214,937 504,769 438,723
-------- -------- ---------- ----------
Net income (loss) before income
taxes 64,143 47,795 152,044 67,391
Income tax expense 21,800 0 51,700 0
-------- -------- ---------- ----------
Net income $ 42,343 $ 47,795 $ 100,344 $ 67,391
========= ======== ========== ==========
Earnings per share (Note 3):
Basic and diluted $ .12 $ N/A $ .29 $ N/A
Weighted average shares outstanding 343,638 N/A $ 343,638 $ N/A
See accompanying notes to consolidated financial statements.
4
NORTH ARKANSAS BANCSHARES, INC.
Consolidated Statements of Cash Flows
Six Months Ended December 31, 1998 and 1997
(Unaudited)
Six Months Ended
December 31,
---------------------
1998 1997
------ ------
Cash flow from operating activities:
Net income $ 100,344 $ 67,391
Adjustment to reconcile net income to
net cash provided by operating activities:
Depreciation and Amortization 33,537 30,867
Provision for loan loss 5,887 0
Loss on sale of real estate owned 0 267
Gain on sale of building (25,221) 0
Writedown of land 25,221 0
FHLB stock dividends (10,015) (8,500)
Net premium amortization on investments 15,699 5,454
Decrease in interest receivable 17,596 42,933
Decrease in other assets 128,858 142,355
Decrease in other liabilities (7,129) (360,241)
----------- ----------
Net cash provided by (used by)
operating activities 284,777 (79,474)
----------- ----------
Cash flow from investing activities:
Purchase of held to maturity ("HTM") securities (5,637,078) 0
Proceeds from maturities/principal repayments
of HTM securities 3,133,111 1,079,964
Net decrease (increase) in loans receivable 319,030 (420,095)
Net decrease in certificates of
deposit with other financial institutions 291,000 0
Sale (Purchase) of office properties and equipment 90,416 (20,290)
Proceeds from sale of real estate owned 0 16,739
----------- -----------
Net cash provided by (used) in
investing activities (1,803,521) 656,318
----------- -----------
Cash flows from financing activities:
Proceeds from sale of common stock 0 3,063,383
Net increase (decrease) in deposits 648,017 (296,736)
Net increase in Federal Home Loan Bank
advances 2,915,883 391,898
----------- ----------
Net cash provided by financing
activities 3,563,900 3,158,545
----------- -----------
Net increase in cash and amounts due from banks 2,045,156 3,735,389
Cash and amounts due from banks at beginning of period 2,094,104 884,002
----------- -----------
Cash and amounts due from banks at end of period $ 4,139,260 $ 4,619,391
=========== ===========
Supplemental disclosures of cash flow information:
Noncash investing and financing activities:
Transfers from real estate acquired
through foreclosure $ 0 $ 27,999
Cash paid during the period:
Interest on deposits 931,359 790,265
Income taxes 9,000 0
========== ===========
See accompanying notes to consolidated financial statements.
5
NORTH ARKANSAS BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 1998 AND 1997
NOTE 1 - NORTH ARKANSAS BANCSHARES, INC.
North Arkansas Bancshares, Inc. (the "Company") was incorporated
under the laws of the State of Tennessee for the purpose of
becoming the holding company of Newport Federal Savings Bank
(the "Bank") in connection with the Bank's conversion from a
federally chartered mutual savings bank to a federally chartered
capital stock savings bank. On November 12, 1997, the Company
commenced a subscription offering of its shares in connection
with the Bank's conversion. The Company's offering and the
Bank's conversion closed on December 18, 1997. A total of
370,300 shares were sold at $10.00 per share.
NOTE 2 - BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The accompanying unaudited financial statements (except for the
statement of financial condition at June 30, 1998, which is
audited) have been prepared in accordance with generally
accepted accounting principles for interim financial statements
and with the instructions to Form 10-QSB. 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, all adjustments,
consisting of normal recurring accruals, necessary to present
fairly the financial position, results of operations, and cash
flows for the interim periods presented have been included. The
financial statements of the Company are presented on a
consolidated basis with those of the Bank. The account balances
include only the accounts and operations of the Bank prior to
December 18, 1997. The results of operations for the three and
six months ended December 31, 1998 are not necessarily
indicative of the results expected for the full year.
NOTE 3 - EARNINGS PER SHARE
Earnings per share have been calculated in accordance with
Financial Accounting Standards Board Statement No.128, "Earnings
Per Share," and Statement of Position 93-6, "Employers'
Accounting for Employee Stock Ownership Plans." For purposes of
this computation, the number of shares of common stock purchased
by the employee stock ownership plan (the "ESOP") which have not
been allocated to participant's accounts are not assumed to be
outstanding. As of December 31, 1998, 2,962 of the 29,624
shares of common stock held by the ESOP had been allocated to
participants' accounts. The weighted average number of shares
used for basic and diluted earnings per share for the three and
six months ended December 31, 1998 were 343,638 and 343,638,
respectively. Since no shares of common stock were issued and
outstanding during the three and six months ended December 31,
1997, no earnings per share for that period is reported.
NOTE 4 - PLAN OF CONVERSION
On May 29, 1997, the Bank's Board of Directors formally approved
a plan ("Plan") to convert from a federally chartered mutual
savings bank to a federally chartered stock savings bank subject
to approval by the Bank's members and the Office of Thrift
Supervision. The Plan called for the common stock of the Bank
to be purchased by the Company and the common stock of the
Company to be offered to various parties in a subscription
offering at a price based upon an independent appraisal of the
6
Bank. All requisite approvals were obtained and the conversion
and the Company's offering were consummated effective December
18, 1997.
Upon consummation of the conversion, the Bank established a
liquidation account in an amount equal to its retained earnings
as reflected in the latest statement of financial condition used
in the final conversion prospectus. The liquidation account
will be maintained for the benefit of certain depositors of the
Bank who continue to maintain their deposit accounts in the Bank
after conversion. In the event of a complete liquidation of the
Bank, such depositors will be entitled to receive a distribution
from the liquidation account before any liquidation may be made
with respect to the common stock.
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 1998 AND JUNE
30, 1998
The Company's total assets at December 31, 1998 were $47.3
million, an increase of $3.7 million, or 8.37%, from June 30,
1998's level of $43.7 million. The increase in assets was due
to the combined effects of a $2.5 million increase in the
Company's investment securities classified as held to maturity
and the $2.0 million increase in cash and amounts due from
banks, partially offset by declines of $291,000 and $218,000 in
certificates of deposit at other financial institutions and net
loans, respectively. The growth in assets was primarily funded
by an increase in FHLB advances and, to a lesser extent,
deposits. Total FHLB advances rose from $4.0 million at June
30, 1998 to $6.9 million at December 31, 1998 for a net increase
of $2.9 million.
Net loans remained relatively constant during the period,
decreasing by $218,000 from $25.6 million at June 30, 1998 to
$25.4 million at December 31, 1998. While a total of $2.9
million in new loans were originated during the period, these
originations were offset by loan repayments. Management
anticipates that the Bank's loan portfolio will increase in
future periods as proceeds from the stock offering are deployed
into loans and other higher-yielding investments. Total
deposits at December 31, 1998 were $34.9 million, an increase of
$648,000 from June 30, 1998's level of $34.3 million. Total
stockholders' equity at December 31, 1998 amounted to $5.4
million, up from $5.3 million at June 30, 1998 reflecting the
retention of earnings from the period.
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED
DECEMBER 31, 1998 AND 1997
Net income for the three months ended December 31, 1998 was
$42,000 as compared to net income of $48,000 for the three month
period ended December 31, 1997, for a decrease of $6,000 or
11.41%. The decrease was primarily attributable to increases in
other non-interest expenses and the provision for income taxes,
partially offset by increased levels of net interest income and
non-interest income. For the six months ended December 31,
1998, net income amounted to $100,000, an increase of $33,000 or
48.9% from net income for the first half of fiscal year 1998 of
$67,000. The increased level of income for the first half of
fiscal year 1999 as compared to fiscal year 1998 was primarily
due to growth in total interest income and, to a lesser extent,
non-interest income, partially offset by increases in non-
interest expense and the provision for income taxes.
Net interest income during the three months ended December
31, 1998 increased by $44,000 as compared to the same period in
1997 due mainly to an increase in interest income. Total
interest income increased by $172,000 to $793,000 for the three
months ended December 31, 1998 due to the overall increase in
interest-earning assets, in particular, mortgage-backed
securities, as a result of the deployment of the conversion
proceeds and the increase in FHLB advances. Interest expense
increased by $127,000 to $528,000 for the three months ended
December 31, 1998 as compared to $401,000 for the three months
ended December 31, 1997 due to increased balances of both
deposits and FHLB advances. In January 1998, the Bank completed
the purchase of the former NationsBank branch located in
Newport, Arkansas. As part of the transaction, the Bank assumed
approximately $4.0 million in deposit liabilities. The former
NationsBank branch location was closed effective upon
consummation of the acquisition. For the six months ended
December 31, 1998, net interest income amounted to $545,000 as
compared to $419,000 for the six months ended December 31, 1997
due to the same factors present in the three months ended
December 31, 1998 as discussed above.
8
A provision for loan losses is charged to earnings to bring
the total allowance for loan losses to a level considered
appropriate by management based on historical experience, the
volume and type of lending conducted by the Bank, the status of
past due principal and interest payments, general economic
conditions, particularly as such conditions relate to the Bank's
market area and other factors related to the collectibility of
the Bank's loan portfolio. As a result of such analysis, in
particular, the level of charge-offs during the quarter,
management recorded a $6,000 provision for loan losses during
the three months ended December 31, 1998 with no provision
having been recorded during the same period in 1997. During the
three months ended December 31, 1998, charge-offs totaled
$148,000 due primarily to further writedowns in the value of the
Bank's interest in a piece of commercial real estate. The Bank
had a $625,000 participation interest in a loan secured by a
hotel located in Oklahoma. In early 1998, the lead lender
accepted a deed in lieu of foreclosure. At such time, based on
an updated appraisal of the property, the Bank wrote down its
interest to $536,000 and a reserve of $107,000 was established.
During this quarter, the carrying value of the property was
reduced by the amount of that reserve. No provision was
recorded in either of the first quarters of fiscal year 1998 or
1999. As such, the provision for loan losses for the six months
ended December 31, 1998 and 1997 totaled $6,000 and $0,
respectively. There can be no assurance that the allowance for
loan losses will be adequate to cover losses on nonperforming
assets in the future.
Non-interest income which consists mainly of deposit and
loan fees amounted to $77,000 for the three months ended
December 31, 1998 as compared to $42,000 for the three months
ended December 31, 1997. Included within non-interest income
during the three months ended December 31, 1998 was a gain of
$25,000 resulting from the sale during the period of a piece of
property that had formerly been the Bank's main office. Non-
interest income for the six months ended December 31, 1998
amounted to $118,000, an increase of $31,000 from the same
period in 1997 with the increase primarily due to the
aforementioned gain on the sale of real estate.
Total non-interest expense increased by $57,000 for the
three months ended December 31, 1998 to $272,000 from $215,000
for the three months ended December 31, 1997 due primarily to
increased compensation and employee benefit expenses, including
the expense associated with the Bank's ESOP and an increase in
other expenses. ESOP expense amounted to $7,000 during the
three months ended December 31, 1998. Since this plan was not
implemented until the consummation of the Bank's conversion on
December 18, 1997, no similar expense was recorded during the
1997 period. The $13,000 increase in salaries and employee
benefits when comparing the three months ended December 31, 1998
to the same period in 1997 was due to normal salary adjustments
plus the addition of one salaried loan officer in November 1998.
Other non-interest expenses amounted to $64,000 for the three
months ended December 31, 998 as compared to $35,000 for the
three months ended December 31, 1997 for an increase of $28,000.
This increase is primarily due to a $25,000 write-down in the
carrying value of a piece of property that was adjacent to the
Bank's former main office. The former office property was sold
during the period although the adjacent property remains an
asset of the Bank. Due to the sale of the office property, it
was determined that the value of the remaining property had
declined. For the six months ended December 31, 1998, non-
interest expenses totaled $505,000, up from $439,000 for the six
months ended December 31, 1997, an increase of $66,000. The
increase in the first half of fiscal 1999 as compared to the
first half of fiscal 1998 was due to the combined effects of
increases in compensation and employee benefit expense
(including the ESOP) and data processing fees. The Bank's
9
conversion to stock form and the formation of the ESOP was not
completed until December 18, 1997 and, as a result, there was no
expense attributable to the ESOP during that period as compared
to ESOP expense of $15,000 during the six months ended December
31, 1998.
The Company's income tax expense for the three months ended
December 31, 1998 amounted to $22,000. During the same period
in 1997, no provision for income tax expense was required. For
the six months ended December 31, 1998, a provision for income
taxes of $52,000 was made as compared to no provision for the
same period in 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Bank is required to maintain minimum levels of liquid
assets as defined by OTS regulations. This requirement, which
varies from time to time depending upon economic conditions and
deposit flows, is based upon a percentage of deposits and
short-term borrowings. The required ratio at December 31, 1998
was 4%. For the month ended December 31, 1998 the Bank was in
compliance. As a result of the conversion, the Bank's liquidity
has increased due to the additional funds it received.
The Bank's primary sources of funds are deposits,
repayment of loans and mortgage-backed securities, maturities of
investments and interest-bearing deposits, funds provided from
operations and advances from the FHLB of Dallas. While
scheduled repayments of loans and mortgage-backed securities and
maturities of investment securities are predictable sources of
funds, deposit flows and loan prepayments are greatly influenced
by the general level of interest rates, economic conditions and
competition. The Bank uses its liquidity resources principally
to fund existing and future loan commitments, to fund maturing
certificates of deposit and demand deposit withdrawals, to
invest in other interest-earning assets, to maintain liquidity,
and to meet operating expenses.
At December 31, 1998, the Bank was in compliance with
all applicable regulatory capital requirements with total core
and tangible capital of $4.3 million (9.16% of adjusted total
assets) and total risk-based capital of $4.3 million (21.45% of
risk-weighted assets).
YEAR 2000 PLANNING
Like most financial institutions, the Company's principal
subsidiary relies extensively on computers in conducting its
business. It has been widely reported that many computer
programs currently in use were designed without adequately
considering the impact of the upcoming change in century on
their date codes. If these design flaws are not corrected,
these computer applications may malfunction in the year 2000.
The Company's mission-critical processing systems are provided
by a third party. The third party provider has converted its
hardware and software to a new year 2000 compliant system. The
service provider tested its new system at selected sites (not
including the Bank) in September 1998. The Bank has been
provided with the results of such testing and has evaluated the
results. Based on extensive review and analysis of the results,
the Bank has determined that the on-site testing originally
scheduled for February 1999, is not considered necessary.
System connectivity testing will be performed on-site in March
of 1999.
The Bank has developed a contingency plan to address the
possibility that its efforts to become year 2000 compliant are
not successful. The contingency plan provides that the Bank
would process information manually. The Bank's third party
provider has also adopted a contingency plan which calls for the
recovery of processing and information at a back-up site, using
10
back-up hardware. The Bank has also made arrangements to use an
alternative third-party if its provider is not successful.
The Bank has also evaluated its non-critical applications
and has made necessary changes and/or the third party provider
has made necessary changes. Testing for non-mission critical
systems is expected to be completed by March 1999. The Bank has
also evaluated its nontechnological systems to determine if any
such systems may have embedded technology that could be affected
by the year 2000 issue. As of the date hereof, the Bank does
not anticipate that any such systems will be materially affected
by the year 2000.
The Bank anticipates that its expenses associated with
year 2000 will not exceed $10,000.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
On December 21, 1998, the Registrant held its Annual
Meeting of Stockholders for the purpose of electing one director
and considering the approval of a stock option and incentive
plan and a management recognition plan. All matters were
approved. The results of the voting at the Annual Meeting were
as follows:
Proposal I - Election of Directors
NOMINEE VOTES FOR VOTES WITHHELD
- - ------- --------- --------------
J. C. McMinn 300,880 0
Proposal II - Approval of 1998 Stock Option and Incentive Plan
VOTES FOR VOTES AGAINST ABSTENTIONS
--------- ------------- -----------
230,648 7,266 2,000
Proposal III - Approval of Management Recognition Plan
VOTES FOR VOTES AGAINST ABSTENTIONS
--------- ------------- -----------
187,719 52,995 200
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit 27 Financial Data Schedule (EDGAR only)
(b) Reports on Form 8-K. During the quarter ended
December 31, 1998, the registrant did not
file any current reports on Form 8-K.
11
SIGNATURES
In accordance with the requirements of the Securities
Exchange Act of 1934, the registrant caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
NORTH ARKANSAS BANCSHARES, INC.
Date: February 12, 1999 By: /s/ Brad Snider
--------------------------------
Brad Snider
President, Chief Executive
Officer and Treasurer
(Duly Authorized and Principal
Financial Officer)