FORM 10-QSB
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 quarterly period ended June 30, 1999
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: 0-24194
-------
HARBOR FEDERAL BANCORP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 52-1860591
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
705 York Road, Baltimore, Maryland 21204-2562
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(410)321-7041
------------
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 ninety days. Yes X No
--- ---
As of June 30, 1999, 1,676,515 shares of the registrant's
Common Stock, par value $0.01 per share, were issued and
outstanding.
Transitional small business disclosure format (check one):
YES NO X
--- ---
HARBOR FEDERAL BANCORP, INC.
---------------------------
Baltimore, Maryland
-------------------
INDEX
-----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
Consolidated Statements of Financial Condition --
As of June 30, 1999 (Unaudited) and March 31, 1999
Consolidated Statements of Income and Comprehensive
Income (Loss) for the three months ended June 30,
1999 and 1998 (Unaudited)
Consolidated Statements of Cash Flows for the three
months ended June 30, 1999 and 1998 (Unaudited)
Notes to Consolidated Financial Statements --
(Unaudited)
Item 2. Management's Discussion and Analysis of
---------------------------------------
Financial Condition and Results of Operations
---------------------------------------------
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
Item 3. Defaults Upon Senior Securities
-------------------------------
Item 4. Submission of Matters to a Vote of Security
Holders
-------------------------------------------
Item 5. Other Information
-----------------
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
2
PART I. FINANCIAL INFORMATION
3
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARY
Consolidated Statements of Financial Condition
June 30, March 31,
Assets 1999 1999
------ ------------ --------
(Unaudited)
Cash:
On hand and due from banks $ 1,253,600 1,501,358
Interest-bearing deposits 278,485 114,259
Federal funds sold 605,064 2,545,437
Investment securities, fair value of $62,676,436
and $59,963,291, respectively 62,676,436 59,963,291
Mortgage-backed securities, fair value of
$12,650,812 and $14,280,938, respectively 12,565,102 14,172,392
Loans receivable, net 157,726,217 153,918,968
Investment in Federal Home Loan Bank stock, at cost 1,337,700 1,433,500
Investments in real estate, net -- 446,899
Investment in and advances to affiliated corporation -- 2,525,000
Property and equipment, net 1,744,543 1,760,516
Prepaid expenses and other assets 1,581,887 916,015
------------ ------------
Total assets $239,769,034 239,297,635
============ ============
Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
Savings accounts $182,879,868 181,485,848
Borrowed funds 26,310,000 27,555,000
Advance payments by borrowers for taxes,
insurance and ground rents 2,643,440 1,841,672
Accrued expenses and other liabilities 1,638,607 1,612,963
Federal and state income taxes payable 313,027 --
------------ ------------
Total liabilities 213,784,942 212,495,483
------------ ------------
Stockholders' equity:
Preferred stock $0.01 par value; authorized
5,000,000 shares; none issued -- --
Common stock $0.01 par value; authorized
20,000,000 shares; 1,676,515 shares issued
and outstanding 16,765 16,765
Additional paid-in capital 13,084,145 13,071,570
Unearned ESOP shares (662,056) (662,056)
Retained income, substantially restricted 14,714,886 14,422,503
Accumulated other comprehensive income (loss) (1,169,648) (46,630)
------------ ------------
Total stockholders' equity 25,984,092 26,802,152
------------ ------------
Total liabilities and stockholders' equity $239,769,034 239,297,635
============ ============
See accompanying notes to consolidated financial statements.
4
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARY
Consolidated Statements of Income and Comprehensive Income (Loss)
(Unaudited)
Three Months Ended
June 30,
--------------------
1999 1998
------ ------
Interest income:
Loans receivable $ 2,989,641 2,969,164
Mortgage-backed securities 230,525 356,964
Investment securities 1,151,254 911,969
Interest-earning deposits and other
short-term investments 26,557 81,252
----------- ----------
Total interest income 4,397,977 4,319,349
----------- ----------
Interest expense:
Savings accounts:
Certificates 1,755,595 1,784,829
NOW and money market deposit accounts 231,268 231,031
Passbook and statement savings 246,414 243,559
----------- ----------
2,233,277 2,259,419
----------- ----------
Borrowed funds:
Federal Home Loan Bank advances 127,653 127,653
Securities sold under agreements to repurchase 218,791 200,810
----------- ----------
346,444 328,463
Total interest expense 2,579,721 2,587,882
----------- ----------
Net interest income 1,818,256 1,731,467
Provisions for losses on loans 15,000 10,000
----------- ----------
Net interest income after provision
for losses on loans 1,803,256 1,721,467
----------- ----------
Noninterest income:
Loan fees and service charges 91,772 90,768
Other 73,872 34,390
----------- ----------
Total noninterest income 165,644 125,158
----------- ----------
Noninterest expense:
Compensation and benefits 666,307 660,030
Occupancy and equipment 95,885 106,072
SAIF deposit insurance premiums 20,988 23,104
Advertising 42,812 35,633
Other 273,778 197,130
----------- ----------
Total noninterest expense 1,099,770 1,021,969
----------- ----------
Income before income taxes 869,130 824,656
Income taxes 358,800 329,750
----------- ----------
Net income 510,330 494,906
Other comprehensive income (loss), net of tax:
Unrealized holding gain (loss) on securities
available for sale arising during the period (1,123,018) 125,592
----------- ----------
Other comprehensive income
(loss) $ (612,688) 620,498
=========== ==========
Net income per share of common stock
Basic $ .32 $ .28
----------- ----------
Diluted $ .31 $ .27
----------- ----------
See accompanying notes to consolidated financial statements.
5
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
June 30,
--------------------
1999 1998
------ ------
Cash flows from operating activities
Net income $ 510,330 494,906
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 15,973 23,259
Provision for losses on loans 15,000 10,000
Amortization of premium on savings deposits 95,346 95,346
Noncash compensation under stock-based benefit
plans 111,815 137,523
Loans originated for sale, net of repayments 215,222 (42,569)
Amortization of loan fees, premiums and
discounts, net 35,123 (179,592)
(Decrease) increase in prepaid expenses and
other assets 7,781 (629)
Decrease in accrued expenses and other
liabilities (78,356) (45,973)
Increase in federal and state income taxes
payable 345,470 192,719
Increase in accrued interest receivable (678,027) (31,286)
Loss on sale of investments in real estate 3,300 --
----------- ----------
Net cash provided by operating activities 598,977 653,704
----------- ----------
Cash flows from investing activities:
Maturities of investment securities held to maturity -- 5,500,000
Purchase of investment securities available for sale (3,700,000) (1,997,500)
Principal repayments of mortgage-backed securities
held to maturity 290,547 770,239
Principal repayments of mortgage-backed securities
available for sale 1,120,427 1,046,215
Proceeds from sale of investment in real estate 446,899 --
Loan principal disbursements, net of repayments (4,043,810) (2,780,180)
Redemption of Federal Home Loan Bank Stock 95,800 --
Purchases of property and equipment -- (15,056)
Decrease in investments in and advances to affiliated
Corporation, net 2,525,000 25,000
----------- ----------
Net cash provided by (used in) investing
activities $(3,265,137) 2,548,718
----------- ----------
(Continued)
6
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
June 30,
--------------------
1999 1998
------ ------
Cash flows from financing activities:
Net increase in savings accounts $ 1,298,674 5,034,235
Net decrease in borrowed funds (1,245,000) (1,956,250)
Increase in advance payments by borrowers
for taxes, insurance and ground rents 801,768 777,070
Purchase of common stock for Stock Option Trust (92,720) (65,250)
Exercise of stock options by Stock Option Trust 97,480 23,375
Dividends paid (217,947) (220,145)
----------- -----------
Net cash provided by financing activities 642,255 3,593,035
----------- -----------
Net increase (decrease) in cash and cash equivalents (2,023,905) 6,795,457
Cash and cash equivalents at beginning of period 4,161,054 3,239,405
----------- -----------
Cash and cash equivalents at end of period $ 2,137,149 10,034,862
=========== ===========
Supplemental information -- noncash investing activities:
Unrealized holding gain (loss) on securities
available for sale, net of tax $(1,123,018) 125,592
=========== ===========
See accompanying notes to consolidated financial statements.
7
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARY
Notes to Consolidated Financial Statements
Three Months Ended June 30, 1999
(Unaudited)
Note 1 -- Business. The accompanying unaudited consolidated
financial statements include the accounts of Harbor Federal
Bancorp, Inc. (the "Company") and wholly-owned subsidiaries,
including Harbor Federal Savings Bank ("Harbor Federal").
Harbor Federal provides a full range of banking services to
individual and corporate customers through its subsidiaries and
branch banks in Maryland. Harbor Federal is subject to
competition from other financial institutions. Harbor
Federal is subject to the regulations of certain federal
agencies and undergoes periodic examinations by those
authorities.
Note 2 -- Basis of Presentation. The accompanying unaudited
consolidated financial statements were prepared in accordance
with instructions for Form 10-QSB and, therefore, do not include
information or footnotes necessary for a complete presentation
of financial position, results of operations, and cash flows in
conformity with generally accepted accounting principles.
However, all adjustments, which in the opinion of management,
are necessary for a fair presentation of the consolidated
financial statements at and for the three months ended June 30,
1999 have been recorded.
In preparing the financial statements, management is required to
make estimates and assumptions that affect the reported amounts
of assets and liabilities as of the date of the statement of
financial condition and revenues and expenses for the period.
Actual results could differ significantly from those estimates.
The results of operations for the three months ended June 30,
1999 are not necessarily indicative of the results that may be
expected for the entire year ending March 31, 2000.
Note 3 -- Principles of Consolidation. The accompanying
unaudited consolidated financial statements include the accounts
of Harbor Federal Savings Bank, and its wholly owned
subsidiaries, Harbor Service Corporation and Bank Street
Mortgage Company. All significant intercompany items have been
eliminated.
Note 4 -- Retained Income. Harbor Federal is required to
maintain certain levels of regulatory capital. At June 30,
1999, Harbor Federal was in compliance with all regulatory
capital requirements.
Note 5 -- Earnings per Common Share. Information related to the
calculation of net income per share of common stock is
summarized as follows for the three months ended June 30, 1999
and 1998:
June 30, 1999 June 30, 1998
-------------------- ---------------------
Basic Diluted Basic Diluted
--------- --------- --------- ---------
Net Income $ 510,330 510,330 494,906 494,906
Dividends on unvested common stock awards (2,045) (1,555) (3,893) (2,466)
---------- --------- --------- ---------
Adjusted net income used in EPS calculations $ 508,285 508,775 491,013 492,440
========== ========= ========= =========
Weighted average shares outstanding 1,587,958 1,587,958 1,729,355 1,729,355
Dilutive securities:
Options --- 41,743 --- 67,734
Unvested common stock awards --- 3,771 --- 12,098
---------- --------- --------- ---------
Adjusted weighted-average shares used in EPS
calculations 1,587,958 1,633,472 1,729,355 1,809,187
========== ========= ========= =========
8
Note 6 -- Investment Securities. Investment securities
available for sale included in total investment securities have
a book and fair market value of $61,493,864 at June 30, 1999 and
$59,458,780 at March 31, 1999 and related accrued interest of
$1,182,572 at June 30, 1999 and $504,511 at March 31, 1999.
Note 7 -- Mortgage-Backed Securities. Mortgage-backed
securities available for sale included in mortgage-backed
securities have a book and fair market value of $10,540,815 at
June 30, 1999 and $11,846,898 at March 31, 1999 and related
accrued interest of $76,550 at June 30, 1999 and $84,484 at
March 31, 1999.
9
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARY
Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following discussion analyzes the financial condition
of the Company at June 30, 1999 and the results of operations of
the Company for the three months ended June 30, 1999 and 1998.
Financial Condition
- -------------------
Harbor Federal's total assets increased by $471,000 or 0.2%
to $239.8 million at June 30, 1999 from $239.3 million at March
31, 1999. Loans receivable, net increased by $3.8 million or
2.5% to $157.7 million at June 30, 1999 from $153.9 million at
March 31, 1999. This increase was due in part to a greater
demand for loans during the quarter. Investment securities
increased by $2.7 million or 4.5% to $62.7 million at June 30,
1999 from $60.0 million at March 31, 1999. The increase in
loans receivable, net and investment securities were partially
offset by repayments on mortgage-backed securities of $1.6
million, the sale of its interest in a consumer lending company
(Bankers Affiliate, Inc.) by the Bank for $2.5 million and a
reduction of federal funds of $1.9 million.
Results of Operations
- ---------------------
The earnings of Harbor Federal depend primarily on its
level of net interest income, which is the difference between
interest earned on Harbor Federal's interest-earning assets,
consisting primarily of mortgage loans, mortgage-backed
securities, interest-bearing deposits at other institutions,
investment securities and other investments, and the interest
paid on interest-bearing liabilities consisting of savings
accounts and borrowed funds. Net income for the three months
ended June 30, 1999 increased $15,000 or 3.1% to $510,000 from
$495,000 for the three months ended June 30, 1998.
Interest Income. Total interest income increased by
$79,000 or 1.8% to $4.4 million for the three months ended June
30, 1999 from $4.3 million for the three months ended June 30,
1998. This increase is explained by the changes stated in the
following paragraphs.
The increase in interest income on loans receivable was
primarily attributable to an increase in average loans
receivable to $155.6 million for the quarter ended June 30, 1999
from $149.5 million for the quarter ended June 30, 1998,
partially offset by a decrease in the average yield to 7.68% for
the three months ended June 30, 1999 from 7.95% for the three
months ended June 30, 1998. The increase in average loans
receivable was primarily due to increased loan production over
normal repayments. The lower average yield on mortgage loans
reflects primarily a reduction in interest rates on adjustable
rate mortgage loans.
Interest income on investment securities increased by
$239,000 was attributable to an increase in average investment
securities to $62.7 million for the quarter ended June 30, 1999
from $50.5 million for the quarter ended June 30, 1998 and an
increase in average yield on those securities to 7.34% for the
three months ended June 30, 1999 from 7.23% for the three months
ended June 30, 1998. These increases were due to the purchase
of additional investments which had higher yields than previous
purchases.
Interest income on mortgage-backed securities decreased by
$126,000 due to a decrease in average mortgage-backed securities
to $13.4 million for the quarter ended June 30, 1999 from
$20.3 million for the quarter ended June 30, 1998 and a
reduction in the average yield on those securities to 6.89% for
the three months ended June 30, 1999 from 7.03% for the three
months ended June 30, 1998. The decrease in average mortgage-
backed securities and the lower average yield on mortgage-backed
securities reflects primarily the pay down of principal on
higher rate mortgage pools.
Interest Expense. Total interest expense decreased by
$8,000 or 0.3% to $2.58 million for the three months ended June
30, 1999 from $2.59 million for the three months ended June 30,
1998. The decrease was attributable to a decrease in average
cost of deposits and borrowings
10
to 4.92% for the three months ended June 30, 1999 from 5.20% for
the three months ended June 30, 1998, partially offset by an
increase in average deposits and borrowings of $10.5 million or
5.3% to $209.6 million for the three months ended June 30, 1999
from $199.1 million for the three months ended June 30, 1998.
Net Interest Income. Net interest income increased by
$87,000 or 5.0% to $1.82 million for the three months ended June
30, 1999 from $1.73 million for the three months ended June 30,
1998 due to the above mentioned changes.
Provision for Losses. The Company maintains an allowance
for loan losses based on management's review and classification
of the loan portfolio and analyses of borrowers' ability to
pay, past collection experience, risk characteristics of
individual loans or groups of similar loans and underlying
collateral, current economic conditions, the status of
non-performing loans and regulatory reviews conducted in the
regulatory examination process. There was a $15,000 provision
for loan losses during the three months ended June 30, 1999 and
a $10,000 provision for loan losses for the same period in 1998.
Based on the results of management's review and analyses, it was
concluded that the level of the allowance for losses on loans
was adequate at June 30, 1999.
Noninterest Income. Noninterest income increased by
$40,000 or 32.3% to $166,000 for the three months ended June 30,
1999 from $125,000 for the three months ended June 30, 1998.
This was due primarily to $22,000 of insurance commissions
earned by Harbor Service Corporation, a subsidiary of the Bank
which began selling annuities in November 1998.
Noninterest Expense. Noninterest expense increased by
$78,000 or 7.6% to $1.1 million the three months ended June 30,
1999, from $1.0 million for the three months ended June 30,
1998. The increase in noninterest expense resulted primarily
from increases in legal fees of $22,000, computer data expense
of $27,000 and stationery supplies of $10,000.
The increase in legal fees was partially attributable to
the setting up of a new stock incentive plan which was approved
at the Annual Stockholders Meeting held on July 14, 1999. The
increase in computer data expenses was attributable to the
implementation of electronic banking services. The increase in
stationery expense was attributable to the printing of customer
notices dealing with the Year 2000 issue and internet banking
services.
Liquidity and Capital Resources
- -------------------------------
Harbor Federal 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
currently is 4.0%. Harbor Federal's liquidity ratio averaged
18.6% for the three months ended June 30, 1999. Harbor Federal
adjusts its liquidity levels in order to meet funding needs of
deposit outflows, payment of real estate taxes on mortgage
loans, repayment of borrowings and loan commitments. Harbor
Federal also adjusts liquidity as appropriate to meet its asset
and liability management objectives.
The Company's primary sources of funds are deposits,
amortization and prepayment of loans and mortgage-backed
securities, maturities of investment securities and other
investments and earnings and funds provided from operations and
borrowings. While scheduled principal repayments on loans and
mortgage-backed securities are a relatively predictable source
of funds, deposit flows and loan prepayments are greatly
influenced by general interest rates, economic conditions, and
competition. The Company manages the pricing of its deposits to
maintain a desired deposit balance. In addition, the Company
invests in short-term interest-earning assets, which provide
liquidity to meet lending requirements.
During the three months ended June 30, 1999, Harbor
Federal's cash and cash equivalents (cash and short-term
investments with maturities less than 90 days) decreased by $2.0
million.
The Company had $2.7 million in outstanding loan
commitments at June 30, 1999. Harbor Federal expects to fund
its loan originations through principal and interest payments on
loans and mortgage-backed securities, proceeds from investment
and other securities as maturities occur, and to the extent
necessary, borrowed funds. Management expects that funds
provided from these sources will be adequate to meet the
Company's needs.
11
YEAR 2000 READINESS DISCLOSURE
The entire concept behind the Year 2000 issue is the way
the computer stores the year. In the beginning of the computer
age, computers had limited storage space. In an effort to save
this storage space, programmers utilized a two-digit year field.
This means that the year 1998 is stored as 98 in some systems.
This year format implies that 2000 is stored as 00 and
interpreted as 1900. In order for calculations to be performed
accurately, these computer systems have to be reprogrammed.
Achieving Year 2000 readiness has been a major part of
Harbor Federal Savings Bank's strategic planning process for
well over two years. In 1997, the Company adopted a
Year 2000 Action Plan (the "Plan"). The Plan called for Year
2000 readiness by the end of December 1998, a full year ahead of
the millennium and the Company's Year 2000 Plan has largely been
accomplished. The Company relies on its third party service
bureaus to provide data processing services and is dependent
upon vendor application software. Internal and external mission
critical systems have been upgraded with Year 2000 compliant
versions. These systems include data processing, accounting,
payroll, mortgage management and electronic systems. The
Company's testing of these mission critical systems has revealed
no Year 2000 discrepancies. In addition to software, all
hardware has been replaced and tested successfully. It is the
Company's goal to follow the Plan and to continue to
aggressively monitor Year 2000 issues.
In addition to the Plan, the Company has devised a Year
2000 contingency plan. The contingency plan addresses any
issues that may occur to software. It states alternative
solutions and deadlines for any software that is not Year 2000
compliant. In addition, the contingency plan handles any
outside variables that may affect the Company when the Year 2000
approaches. Although precautions have been taken, the
contingency plan does not guarantee all external and internal
variables. However, the Company will continue to design and
implement solutions to avoid interruptions to service.
Cost associated with the Year 2000 primarily relate to
upgrading software and replacing hardware. The Company is
incurring these costs in the normal course of business as
software and hardware are ordinarily upgraded to keep pace with
technological advances. Management's cost associated with the
Year 2000 efforts have totalled $27,600 to date. No significant
spending is anticipated.
NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board
(FASB) issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133). SFAS No.
133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments
embedded in other contracts. (collectively referred to as
derivatives) and for hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities
in the statement of financial position and measure those
instruments at fair value. It is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. Initial
application of this Statement should be as of the beginning of
an entity's fiscal quarter. On the effective date, hedging
relationships must be designated anew and documented pursuant to
the provisions of SFAS No. 133. Earlier application is
encouraged, but is permitted only as of the beginning of any
fiscal quarter that begins after issuance of SFAS No. 133. SFAS
No. 133 does not apply retroactively. While the Company has not
completed its analysis of SFAS No. 133 and has not made a
decision regarding timing of adoption, management does not
believe that adoption will have a material effect on the
financial condition or results of operations of the Company.
12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
From time to time Harbor Federal is a party
to various legal proceedings incident to its
business. At June 30, 1999, there were no
legal proceedings to which the Company,
Harbor Federal or its subsidiaries was a
party, or to which any of their property was
subject, which were expected by management
to result in a material loss.
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
-------------------------------------------
None
Item 5. Other Information
-----------------
None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) List of Exhibits
27 Financial Data Schedule
(b) Form 8-K
None
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 thereunto duly authorized.
HARBOR FEDERAL BANCORP, INC.
Date: August 5, 1999 /s/ Robert A. Williams
---------------------------------
Robert A. Williams
President
(Duly Authorized Representative)
Date: August 5, 1999 /s/ Norbert J. Luken
----------------------------------
Norbert J. Luken
Treasurer
(Principal Financial Officer)
14