UNITED STATES 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 ----------------- 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: No. 0-20464 Mid-Iowa Financial Corp. ________________________________________________________________ (Exact name of registrant as specified in its charter) 42-1389053 ________________________________________________________________ (I.R.S. Employer Identification No.) 123 West 2nd Street North, Newton, Iowa 50208 ________________________________________________________________ (Address of principal executive offices, zip code) 515-792-6236 ________________________________________________________________ (Registrant's telephone number, including area code) ________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report) 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 report) 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. 1,796,732 shares outstanding at January 31, 1999 This Form 10-QSB contains 15 pages MID-IOWA FINANCIAL CORPORATION INDEX Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets at December 31, 1998 and September 30, 1998 1 Consolidated Statements of Operations for the three months ended December 31, 1998 and 1997 2 Consolidated Statements of Comprehensive Income for the three months ended December 31, 1998 and 1997 3 Consolidated Statements of Cash Flows for the three months ended December 31, 1998 and 1997 4 Notes to Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Part II. Other Information 11 Index of Exhibits 12 Signatures 13 MID-IOWA FINANCIAL CORP. CONSOLIDATED BALANCE SHEETS UNAUDITED December 31, September 30, 1998 1998 ------------ ------------ Assets Cash and cash equivalents $ 11,796,469 $ 15,457,949 Securities available for sale 4,875,087 4,994,247 Securities held to maturity 52,275,164 49,793,789 Loans held for resale 63,943 49,900 Loans receivable, net 67,920,476 71,435,579 Accrued interest receivable 927,919 1,017,122 Federal Home Loan Bank stock 1,800,000 1,800,000 Real estate, net 136,313 135,438 Office properties and equipment, net 2,643,778 2,630,366 Intangibles, net 10,345 10,872 Prepaid expenses and other assets 150,462 191,663 ------------ ------------ Total assets $142,599,956 $147,516,925 ============ ============ Liabilities and Stockholders' Equity Deposits $ 90,513,588 $ 96,352,659 Borrowed funds 36,000,000 36,000,000 Advance payments by borrowers for taxes and insurance 318,308 162,572 Accrued interest payable 940,739 939,041 Accounts payable and accrued expenses 264,448 302,188 ------------ ------------ Total liabilities $128,037,083 $133,756,460 ============ ============ Stockholders' Equity Common Stock $ 17,888 $ 17,411 Additional paid-in capital 3,450,551 3,147,692 Retained earnings 11,062,980 10,553,062 Accumulated comprehensive income - net unrealized gain on securities available for sale 31,454 42,300 ------------ ------------ Total stockholders' equity 14,562,873 13,760,465 ------------ ------------ Total liabilities and stockholders' equity $142,599,956 $147,516,925 ============ ============ See notes to consolidated financial statements. -1- MID-IOWA FINANCIAL CORP. CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED Three Months Ended December 31, ---------------------------- 1998 1997 ------------ ------------ Interest income: Loans $1,427,396 $1,411,765 Mortgage-backed and related securities 421,624 486,655 Investment securities 509,045 465,809 Other 112,479 48,222 ---------- ---------- Total interest income 2,470,544 2,412,451 ---------- ---------- Interest expense: Deposits 1,062,802 1,029,521 Other borrowings 506,716 455,704 ---------- ---------- Total interest expense 1,569,518 1,485,225 ---------- ---------- Net interest income 901,026 927,226 Provision for losses on loans 15,000 15,000 ---------- ---------- Net interest income after provision for losses on loans 886,026 912,226 ---------- ---------- Noninterest income: Fees and service charges 114,554 89,181 Other, primarily commissions 286,634 181,050 ---------- ---------- Total noninterest income 401,188 270,231 ---------- ---------- Noninterest expense: Compensation and benefits 308,119 319,474 Office properties and equipment 93,045 91,024 Federal insurance premiums 12,456 13,094 Data processing services 44,098 40,028 Expense on real estate, net (12,246) (511) Other 307,402 251,030 ---------- ---------- Total noninterest expense 752,874 714,139 ---------- ---------- Income before taxes on income 534,340 468,318 Taxes on income 175,500 117,526 ---------- ---------- Net income $ 358,840 $ 350,792 ========== ========== Earnings per common equivalent share: Basic: $ 0.21 $ 0.21 Diluted: $ 0.19 $ 0.20 ========== ========== Average common shares outstanding 1,746,315 1,688,131 ========== ========== See notes to consolidated financial statements. -2- MID-IOWA FINANCIAL CORP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME UNAUDITED Three Months Ended December 31, ---------------------------- 1998 1997 ------------ ------------ Net Income $358,840 $350,792 Other Comprehensive income: Unrealized gains on securities available net of taxes on income of $5,840 in 1998 and $24,039 in 1997 (10,846) 44,644 -------- -------- Comprehensive income, net of tax $347,994 $395,436 See notes to consolidated financial statements. -3- MID-IOWA FINANCIAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS Unuadited Three Months Ended December 31, ---------------------------- 1998 1997 ------------ ------------ Cash flows from operating activities: Net income $ 358,840 $ 350,792 Origination of loans held for sale (150,000) 0 Proceeds from sale of loans held for sale 135,957 0 Items not requiring (providing) cash- Depreciation 40,200 41,400 Amortization (71,088) (43,173) Provision for loan losses 15,000 15,000 (Gain) loss on sale of real estate (11,225) 0 Changes in - Accrued interest receivable 89,203 (61,922) Accrued interest payable 1,698 (42,029) Current taxes on income 174,831 119,035 Deferred taxes on income (5,536) 21,542 Other, net (66,407) (161,885) ------------ ------------ Net cash provided by operating activities $ 511,473 $ 238,760 ------------ ------------ Cash flows from investing activities: Purchase of investment securities held to maturity (12,124,745) (5,997,813) Proceeds from maturity of investments 7,000,000 2,000,000 Principal collected on mortgage-backed and related securities 2,714,730 1,682,020 Principal collected on investment securities available for sale 102,729 0 Net change in loans to customers 3,500,103 (5,096,690) Proceeds from sale of real estate 103,638 0 Purchase of office properties and equipment (54,487) (73,699) Purchase of Federal Home Loan Bank stock 0 (150,000) ------------ ------------ Net cash provided by (used in) investing activities $ 1,241,968 $ (7,636,182) ----------- ------------ Cash flows from financing activities: Net change in deposits (5,839,071) (3,429,924) Proceeds from borrowed funds 0 10,000,000 Advances from borrowers for taxes & insurance 155,736 206,692 Proceeds from exercise of stock options 303,336 248,000 Dividends paid (34,922) (33,562) ----------- ------------ Net cash provided by (used in) financing activities $(5,414,921) $ 6,991,206 ----------- ------------ Decrease in cash and cash equivalents (3,661,480) (406,216) Cash and cash equivalents at beginning of period 15,457,949 3,563,299 ----------- ------------ Cash and cash equivalents at end of period $11,796,469 $ 3,157,083 =========== ============ Supplemental disclosure of cash flow information: Cash payments for: Interest paid during the period $ 1,567,820 $ 1,527,254 Taxes on income $ 164,331 $ 1,509 Supplemental schedule of noncash activities: Contract sales of real estate owned $ 0 $ 0 Transfer of loans to real estate owned $ 93,277 $ 0 See notes to consolidated financial statements. -4- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES 1. BASIS OF PRESENTATION The consolidated financial statements for the three months ended December 31, 1998 are unaudited. In the opinion of management of Mid-Iowa Financial Corp. (the "Registrant or Company") these financial statements reflect all adjustments, consisting only of normal occurring accruals, necessary to present fairly these consolidated financial statements. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principals have been omitted. 2. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Mid-Iowa Security Corporation and Mid-Iowa Savings Bank, F.S.B. (the "Bank") and its wholly owned subsidiary, Center of Iowa Investments, Limited. The principal business activities of Mid-Iowa Security Corporation are the development and sale of real estate and real estate brokerage services. Center of Iowa Investments, Limited provides credit reporting and collection services, sells investment products, and provides discount securities brokerage. All material intercompany accounts and transactions have been eliminated. 3. EARNINGS PER SHARE COMPUTATIONS Earnings per share - basic is computed using the weighted average number of common shares outstanding. Earnings per share - diluted is computed using the weighted average number of common shares outstanding after giving effect to additional shares assumed to be issued in relation to the Company's stock option plans using the average price per share for the period. Such additional shares were 110,299 and 98,727 for the three months ended December 31, 1997 and 1998 respectively. 4. EFFECT OF NEW ACCOUNTING STANDARDS The Company adopted the provisions of SFAS No. 130, Reporting Comprehensive Income, effective October 1, 1998. SFAS No. 130 establishes the standards for the reporting and display of comprehensive income in the financial statements. Comprehensive income represents net income and certain amounts reported directly in stockholders' equity, such as the net unrealized gain or loss on available-for-sale securities. The statement requires additional disclosures in the consolidated financial statements; it does not effect the Company's financial position or results of operations. Prior year consolidated financial statements have been reclassified to conform to the requirements of SFAS No. 130. SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, will be effective for the Company for the year beginning October 1, 1999. Management is evaluating the impact the adoption of SFAS No. 133 will have on the Company's consolidated financial statements. The Company expects to adopt SFAS No. 133 when required. -5- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Mid-Iowa Financial Corp. ("Mid-Iowa" or the "Company") was formed in June of 1992 by Mid-Iowa Savings Bank, F.S.B. (the "Bank") to become the thrift institution holding company of the Bank. The acquisition of the Bank by the Company was consummated on October 13, 1992 in connection with the Bank's conversion from the mutual to the stock form (the "Conversion"). The primary business of the Company has historically consisted of attracting deposits from the general public and providing financing for the purchase of residential properties. The operations of the Company are significantly affected by prevailing economic conditions as well as by government policies and regulations relating to monetary and fiscal affairs, housing and financial institutions. The Company's net income is primarily dependent upon the difference (or "spread") between the average yield earned on loans, mortgage-backed and related securities and investments, and the average rate paid on deposits and borrowings, as well as the relative amounts of such assets and liabilities. The interest rate spread is affected by regulatory, economic and competitive factors that influence interest rates, loan demand and deposit flows. The Company, like other thrift institutions, is subject to interest rate risk to the degree that its interest bearing liabilities mature or reprice at different times, or on a different basis, than its interest-earning assets. The Company's net income is also affected by, among other things, gains and losses on sales of loans and foreclosed assets, provisions for possible loan losses, service charges and other fees, commissions received from subsidiary operations, operating expenses and income taxes. Center of Iowa Investments, Limited, a wholly-owned subsidiary of the Bank, generates revenues by the sale of insurance, annuities, mutual funds and other investment products to its customers as well as providing discount securities brokerage, credit reporting and collecting services. Mid-Iowa Security Corporation, a wholly- owned subsidiary of the Company, generates revenues by real estate brokerage services, and real estate development. YEAR 2000 READINESS DISCLOSURE A great deal of information has been disseminated about the global computer crash that may occur in the year 2000. Many computer programs that can only distinguish the final two digits of the year entered (a common programming practice in earlier years) are expected to read entries for the year 2000 as the year 1900 and compute payment, interest or delinquency based on the wrong date or are expected to be unable to compute payment, interest or delinquency. Rapid and accurate data processing is essential to the operations of the Company. Data processing is also essential to most other financial institutions and many other companies. The Company began its Year 2000 efforts in the Spring of 1997 with the sponsorship of its executive management and guidance of legal counsel. A Year 2000 committee was formed with representation from management of every area of the Company chaired by the Executive Vice President. The Year 2000 issue has been identified as a top priority. The Company has dedicated resources to assess, repair and test programs, applications, equipment and facilities. The Company's Year 2000 Program is coordinating with each vendor and supplier of the Company to ensure Year 2000 Compliance. The Company has substantially completed its assessment of the Year 2000 issue, and is currently repairing systems, developing test strategies and working -6- with its customers and vendors. At this time, the Company anticipates that remediation and internal testing of its mission critical applications will be completed by March 31, 1999. Although the effort to prepare for Year 2000 is intended to address all Year 2000 issues, the Bank's disaster recovery/contingency plan will encompass Year 2000 elements and address potential Year 2000 issues in the year 2000. The Bank's contingency plan was developed to mitigate the risk associated with the failure of any of the Bank's computer systems as well as mission critical systems of outside software vendors and third-party service providers. The Bank anticipates that it will incur internal staff costs as well as consulting and other expenses related to enhancements necessary to prepare its systems for Year 2000. Based on the Bank's current estimate, fiscal 1999 expenses of the Year 2000 project are not expected to exceed $100,000. The expenses incurred to date are not material to the financial statements. In addition to expenses related to its own computer systems, the Bank is aware of potential Year 2000 risks to third parties, including vendors (and to the extent appropriate, depositors and borrowers) and the possible adverse impact on the Bank resulting from failures by these parties to adequately address the Year 2000 problem. The Bank could incur losses if loan payments are delayed due to Year 2000 problems affecting borrowers or impairing the payroll systems of large employers in the Bank's market area. To date, the Bank has not been advised by such parties that they do not have plans in place to address and correct the issues associated with the Year 2000 problem; however, no assurance can be given as to the adequacy of such plans or to the timeliness of their implementation. The preceding paragraphs include forward-looking statements that involve inherent risks and uncertainties. The actual costs of Year 2000 compliance and the impact of Year 2000 issues could differ materially from what is currently anticipated. Factors that might result in such differences include incomplete inventory and assessment results, higher than anticipated costs to update software and hardware and vendors', customers' and other third parties' inability to effectively address the Year 2000 issue. PENDING MERGER On August 17, 1998, the Company entered into an Agreement and Plan of Reorganization providing for the acquisition of the Company by First Federal Savings Bank of Siouxland ("First Federal"). The Agreement provides for the conversion of each issued and outstanding share of the Companys' common stock into the right to receive $15.00 per share in cash from First Federal. The acquisition is subject to, among other conditions, the conversion of First Federal's mutual holding company from mutual to stock form. Currently, the Company expects that the acquisition will be completed during the second quarter of 1999. FINANCIAL CONDITION Total assets decreased by $4.9 million to $142.6 million for the three months ended December 31, 1998 compared to $147.5 million for September 30, 1998. This decrease was primarily due to a decrease in cash and cash equivalents to $11.8 million at December 31, 1998 from $15.5 million at September 30, 1998, and a decrease in loans receivable of $3.5 million from $71.4 million at September 30, 1998, to $67.9 million at December 31, 1998, due to increased prepayments in the low interest rate environment, partially offset by an increase in securities of $2.5 million from $49.8 million at September 30, 1998, to $52.3 million at December 31, 1998. -7- RESULTS OF OPERATIONS The Company's results of operations depend primarily on the level of its net interest income and non interest income and the level of its operating expenses. Net interest income depends upon the volume of interest-earning assets and interest-bearing liabilities and interest rates earned or paid on them. During the three months ended December 31, 1998, the Company's operating strategy to improve its profitability and capital position continued to emphasize (i) maintenance of the Company's asset quality, (ii) asset-liability management, (iii) management of operating expenses to improve operating income, and (iv) expanding loan originations. COMPARISON OF THREE MONTHS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1997. General. The Company's net income increased by $8,000 to $359,000 for the three months ended December 31, 1998 from net income of $351,000 for the same period in 1997. The primary reason for the increase in net income was a $131,000 increase in noninterest income to $401,000 at December 31, 1998 from $270,000 at December 31, 1997 partially offset by an increase in noninterest expense of $39,000 and taxes on income of $58,000. Interest income. Interest income increased $59,000 to $2.5 million for the three months ended December 31, 1998 from $2.4 million for the same period in 1997 primarily as a result of an increase in interest-earning assets to $138.7 million at December 31, 1998 from $125.3 million at December 31, 1997. Interest expense. Interest expense increased $85,000 to $1.6 million in the three months ended December 31, 1998 from $1.5 million in the same period in 1997 due primarily to an increase in deposits of $4.6 million to $90.5 million at December 31, 1998 from $85.9 million at December 31, 1997 and an increase in borrowed funds of $1.0 million to $36.0 million at December 31, 1998 from $35.0 million at December 31, 1997. Net Interest Income. The interplay of the changes in interest income and expenses caused net interest income to decrease $26,000 to $901,000 at December 31, 1998 compared to $927,000 for the same period in 1997. The Company's average spread (the mathematical difference between the yield on interest-earning assets and the cost of interest-bearing liabilities) decreased to 2.13% for the period ended December 31, 1998 from 2.61% for the period ended December 31, 1997. The Company's net interest margin (net interest income divided by average interest-earning assets) decreased to 2.60% at December 31, 1998 from 3.00% at December 31, 1997. Non-Performing Assets and Loan Loss Provision. Management establishes specific reserves for estimated losses on loans when it determines that losses are anticipated on these loans. The Company calculates any allowance for possible loan losses based upon its ongoing evaluation of pertinent factors underlying the types and quality of its loans. These factors, included but are not limited to, the current and anticipated economic conditions, including uncertainties in the national real estate market, the level of classified assets, historical loan loss experience, a detailed analysis of individual loans for which full collectibility may not be assured, a determination of the fair value of the collateral, the ability of the borrower to repay and the guarantees securing such loans. Management, as a result of this review process, recorded provisions for loan losses in the amount of $15,000 for the three months ended December 31, 1998 and 1997. The Company's loan loss allowance as of December 31, 1998 was $305,000. The September 30, 1998 loan loss reserve was $307,000. Total non-performing assets as of December 31, 1998 were $131,000 or .09% of total assets. -8- The Company will continue to monitor and adjust its allowance for losses on loans as management's analysis of its loan portfolio and economic conditions dictate. However, although the Company maintains its allowance for losses on loans at a level which it considers to be adequate to provide for potential losses, in view of the continued uncertainties in the economy generally and the regulatory uncertainty pertaining to reserve levels for the thrift industry generally, there can be no assurance that such losses will not exceed the estimated amounts or that the Company will not be required to make additional substantial additions to its allowance for losses on loans in the future. Noninterest income. Noninterest income increased $131,000 to $401,000 in the three months ended December 31, 1998 from $270,000 in the same period for 1997. This increase is primarily due to an increase in commissions in the real estate sales operation conducted through a subsidiary of the Company. As a result, noninterest income generated by the Company's non-banking subsidiaries increased to $237,000 compared to $166,000 for the three months ended December 31, 1998 and 1997 respectively. Noninterest Expense. Noninterest expense increased $39,000 to $753,000 in the three months ended December 31, 1998 from $714,000 in the same period of 1997. This increase was primarily due to an increase in commission paid in the real estate sales operation of $56,000. Noninterest expense attributable to the Company's subsidiaries increased to $208,000 compared to $125,000 for the three months ended December 31, 1998 and 1997 respectively. Income taxes. Income taxes for the three months ended December 31, 1998 increased to $176,000 from $118,000 in the same period for 1997 due to an increase in taxable income. LIQUIDITY AND CAPITAL RESOURCES The Bank's sources of funds are deposits, sales of mortgage loans, amortization and repayment of loan principal and mortgage- back and related securities and, to a lesser extent, maturation of investments and funds from other operations. While maturing investments are predictable, deposit flows and loan repayments are influenced by interest rates, general economic conditions, and competition making it less predictable. The Bank attempts to price its deposits to achieve its asset/liability, objectives and will from time to time to supplement deposits with longer term and/or less expensive alternative sources of funds including FHLB advances. Federal regulations historically have required the Bank to maintain minimum levels of liquid assets. The required percentage has varied from time to time based on economic conditions and savings flows, and is currently 4% of net withdrawable savings deposits and borrowings payable on demand or in one year or less during the preceding calendar month. Liquid assets for purposes of this ratio include cash, certain time deposits, U.S. government and certain corporate securities and other obligations. The Bank has historically maintained its liquidity ratio at levels in excess of those required. At December 31, 1998, the amount of the Company's liquidity was $43.2 million, resulting in a liquidity ratio of 48.4%. At December 31, 1997 the Bank's liquid assets (as defined) totaled $26.0 million resulting in a liquidity ratio of $30.0%. Liquidity management is both a daily and long-term responsibility of management. The Bank adjusts its investments in liquid assets based upon management's assessment of (i) expected loan demand, (ii) expected deposit flows, (iii) yields available on interest-bearing deposits, and (iv) the objectives of its asset/liability management program. Excess liquidity is invested generally in interest-bearing overnight deposits and other short-term -9- government and agency obligations. If the Bank required additional funds, beyond its internal ability to generate, it has additional borrowing capacity with the FHLB of Des Moines and collateral eligible for repurchase agreements. At December 31, 1998, the Bank had outstanding advances from the FHLB of Des Moines in the amount of $36.0 million and had the capacity to borrow up to an additional $23 million. The Bank uses its liquidity resources principally to meet on-going commitments, to fund maturing certificates of deposit and deposit withdrawals, to invest, to fund existing and future loan commitments, to maintain liquidity and to meet operating expenses. At December 31, 1998, the Bank had tangible and core capital of $11.7 million or 8.32% of adjusted total assets, which was approximately $9.6 million and $7.5 million above the minimum requirements of 1.5% and 3.0% respectively, of the adjusted total assets in effect on that date. On December 31, 1998, the Bank had risk-based capital of $12.0 million (including $11.7 million in core capital), or 20.9% of risk-weighted assets of $57.5 million. This amount was $7.4 million above the 8.0% requirement in effect on that date. The Bank is presently in compliance with applicable capital requirements. The Company has declared a cash dividend of $.02 per share for the quarter ended December 31, 1998. -10- PART II OTHER INFORMATION ITEM 1. Legal Proceedings ----------------- There are various claims and lawsuits in which the Registrant is periodically involved incidental to the Registrant's business. In the opinion of management, no material loss is expected from any such pending claims or lawsuits. ITEM 2. Changes in Securities --------------------- Options on 48,500 shares were exercised during the period. The balance of shares outstanding at December 31, 1998 was 1,788,848. ITEM 3. Defaults Upon Senior Securities ------------------------------- Not applicable. ITEM 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- Not applicable. ITEM 5. Other Information ----------------- Not applicable. ITEM 6. Exhibits and Reports and Form 8-K --------------------------------- (a) The statement regarding computation of per share earnings is attached hereto as Exhibit 11 and summary financial information is attached hereto as Exhibit 27. (b) None. -11- MID-IOWA FINANCIAL CORP. INDEX OF EXHIBITS Exhibits Page - -------- ---- 11. Statement regarding computation of per share earnings 14 27 Financial Data Schedule 15 -12- 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. MID-IOWA FINANCIAL CORP. Date: February 16, 1999 /s/ Kevin D. Ulmer ------------------------------------- Kevin D. Ulmer President and Chief Executive Officer Date: February 16, 1999 /s/ Gary R. Hill ------------------------------------ Gary R. Hill Executive Vice President and Chief Financial Officer -13-