1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
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 0-25172
FIRST BELL BANCORP, INC.
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 251752651
- - --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
532 LINCOLN AVENUE, PITTSBURGH, PENNSYLVANIA 15202
- - --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(412) 734-2700
- - --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- - --------------------------------------------------------------------------------
(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 reports), and (2) has been subject to such
filing requirements for the past 90 days. |X| Yes | | No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 8,166,450 shares of common
stock, par value $.01 per share, were outstanding as of March 31, 1996.
2
FIRST BELL BANCORP, INC.
FORM 10-Q
INDEX
PAGE
----
PART I FINANCIAL INFORMATION
Item 1 Consolidated Balance Sheets
March 31, 1996 and December 31, 1995....................2
Consolidated Statements of Income
Three Months Ended March 31, 1996
and 1995................................................3
Consolidated Statements of Cash Flows
Three Months Ended March 31, 1996 and 1995..............4
Consolidated Statements of Changes in
Stockholders' Equity for the Three Months Ended
March 31, 1996 and 1995.................................5
Notes to Consolidated Financial Statements..............7
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 Submission 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
3
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
1
4
FIRST BELL BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
MARCH 31, 1996 DECEMBER 31, 1995
------------------ ---------------------
(UNAUDITED)
ASSETS
- - ------
Cash:
Cash on hand.................................... $ 754 $ 735
Non-interest-bearing deposits.................... 1,391 1,262
Interest-bearing deposits....................... 22,510 21,725
------- --------
Total cash..................................... 24,655 23,722
Federal funds sold................................ 46,550 52,025
Investment securities - at cost (fair
value of $20,168 and $20,968 at March 31,
1996 and December 31, 1995, respectively)....... 19,959 19,953
Conventional mortgage loans - net of
allowance for loan losses of $605 and
$575 at March 31, 1996 and December 31,
1995, respectively.............................. 439,508 414,610
Other loans, net.................................. 1,032 959
Real estate owned................................. 178 178
Premises and equipment, net....................... 3,558 3,601
Federal Home Loan Bank stock, at cost............. 3,999 3,009
Accrued interest receivable....................... 2,731 2,677
Other assets...................................... 433 108
-------- --------
Total assets................................... $542,600 $520,842
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- - ------------------------------------
Liabilities:
Deposits:
Passbook, club and other accounts............. $ 73,427 $ 71,723
Money market and NOW accounts.................. 43,241 39,447
Certificate accounts........................... 293,323 280,241
-------- --------
Total deposits............................... 409,991 391,411
Advances by borrowers for taxes and
insurance....................................... 12,238 8,545
Accrued interest on deposits...................... 1,645 338
Accrued income taxes.............................. 936 23
Deferred tax liability............................ 825 673
Other liabilities................................. 2,693 1,370
-------- --------
Total liabilities.............................. 428,328 402,360
Stockholders' equity:
Preferred Stock, ($0.01 par value, 2,000,000
shares authorized; no shares issued or
outstanding................................... -- --
Common stock ($0.01 par value; 20,000,000
shares authorized: 8,596,250 issued;
8,166,450 outstanding at March 31, 1996;
8,596,250 at December 31, 1995. .............. 86 86
Additional paid-in capital...................... 83,545 83,524
Unearned ESOP shares............................ (6,574) (6,636)
Treasury stock, at cost, 429,800 shares
at March 31, 1996............................. (5,996) 0
Retained earnings - substantially
restricted.................................... 43,211 41,508
-------- --------
Total stockholders' equity..................... 114,272 118,482
-------- --------
Total liabilities and stockholders' equity........ $542,600 $520,842
======== ========
See accompanying notes to consolidated financial statements.
2
5
FIRST BELL BANCORP, INC.
CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1996 MARCH 31, 1995
-------------------- -----------------
Interest Income:
Conventional mortgage loans................ $8,226 $6,115
Interest-earning deposits.................. 285 497
Mortgage-backed securities................. -- 92
Federal funds sold......................... 682 --
Investment securities...................... 338 667
Other loans................................ 19 21
Federal Home Loan Bank stock............... 48 40
------ ------
Total interest and dividend income........ 9,598 7,432
Interest expense on deposits................. 4,932 4,214
------ ------
Net interest income.......................... 4,666 3,218
Provision for loan losses.................... 30 --
------ ------
Net interest income after provision for
loan losses................................. 4,636 3,218
------ ------
Other income:
Service fees and charges................... 201 171
Other income............................... 3 3
------ ------
Total other income........................ 204 174
------ ------
Other expenses:
Compensation, payroll taxes and fringe
benefits.................................. 681 470
Federal insurance premiums................. 219 208
Office occupancy expense, excluding
depreciation.............................. 114 114
Depreciation............................... 52 66
Computer services.......................... 50 51
Other expenses............................. 322 220
------ ------
Total other expenses..................... 1,438 1,129
------ ------
Income before provision for income taxes..... 3,402 2,263
------ ------
Provision for income taxes:
Current:
Federal.................................. 912 561
State.................................... 228 159
Deferred expenses.......................... 151 157
------ ------
Total provision for income taxes....... 1,291 877
------ ------
Net income................................... $2,111 $1,386
====== ======
Earnings per share........................... $ 0.27 $ --
Weighted average shares outstanding.......... 7,763 --
====== ======
See accompanying notes to consolidated financial statements.
3
6
FIRST BELL BANCORP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1996 DECEMBER 31, 1995
-------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................ $ 2,111 $ 1,386
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation...................................... 51 66
Deferred income taxes............................. 152 157
Amortization of premiums and accretion of
discounts........................................ (3) (192)
Provision for loan losses......................... 30 --
Compensation expense-allocation of ESOP shares.... 83 --
Dividend payable.................................. (408) --
Increase or decrease in assets and liabilities:
Accrued interest receivable....................... (54) (281)
Accrued interest on deposits...................... 1,307 1,080
Accrued/refundable income taxes................... 913 598
Other assets...................................... (325) (437)
Other liabilities................................. 1,323 (356)
------- -------
Net cash provided by operating activities........ 5,180 2,021
CASH FLOWS FROM INVESTING ACTIVITIES: ------- -------
Purchase in investment securities................. -- (4,878)
Purchase/maturity of Federal Funds................ 5,475 --
Proceeds from maturities of investment
securities...................................... -- 6,000
Principal paydowns on mortgage-backed securities.. -- 275
Net increase in conventional mortgage loans....... (24,928) (17,930)
Net increase in other loans....................... (73) (149)
Purchase of Federal Home Loan Bank stock.......... (990) (600)
Net proceeds from sale of real estate owned....... -- 30
Purchase of premises and equipment................ (8) (3)
------- -------
Net cash used in investing activities............ (20,524) (17,255)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in demand deposits, NOW
accounts and savings accounts................... 5,498 (10,277)
Net increase in certificate accounts.............. 13,082 18,818
Net increase in advances by borrowers for taxes
and insurance................................... 3,693 443
Purchase of treasury stock........................ (5,996) --
------- -------
Net cash provided by financing activities........ 16,277 9,034
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH 933 (6,200)
EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD...... 23,722 40,204
CASH AND CASH EQUIVALENTS, END OF PERIOD............ $ 24,655 $ 34,004
========= ========
SUPPLEMENTAL DISCLOSURE
Cash paid for:
Interest on deposits and advances by
borrowers for taxes and insurance............. $ 3,625 $ 3,135
Income taxes.................................... 181 122
Noncash transactions:
Transfers from conventional loans to real
estate acquired through foreclosure........... -- 28
See accompanying notes to financial statements.
4
7
FIRST BELL BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS)
(UNAUDITED)
UNEARNED
PREFERRED STOCK COMMON STOCK ADDITIONAL ESOP SHARES TREASURY STOCK
--------------- -------------- PAID-IN -------------- -------------- RETAINED
SHARES AMOUNT SHARES AMOUNT CAPITAL SHARES AMOUNT SHARES AMOUNT EARNINGS TOTAL
------ ------ ------ ------ ---------- ------ ------ ------ ------ -------- -----
Balance at December 31, 1994.... -- $ -- -- $ -- $ -- -- $ -- -- $ -- $34,575 $ 34,575
Net income...................... -- -- -- -- -- -- -- -- -- 1,386 1,386
--- ----- ----- ---- ------- ---- ------- ---- ------- ------- --------
Balance at March 31, 1995....... -- $ -- -- $ -- $ -- -- $ -- -- $ -- $35,961 $ 35,961
=== ===== ===== ==== ======= ==== ======= ==== ======= ======= ========
Balance at December 31, 1995.... -- $ -- 8,596 $ 86 $83,524 (664) $(6,636) -- $ -- $41,508 $118,482
Purchase of treasury stock...... -- -- -- -- -- -- -- (430) (5,996) -- (5,996)
Allocation of ESOP shares....... -- -- -- -- 21 6 62 -- -- -- 83
Dividend payable................ -- -- -- -- -- -- -- -- -- (408) (408)
Net income...................... -- -- -- -- -- -- -- -- -- 2,111 2,111
--- ----- ----- ---- ------- ----- ------- ---- ------- ------- --------
Balance at March 31, 1996....... -- $ -- 8,596 $ 86 $83,545 (658) $(6,574) (430) $(5,996) $43,211 $114,272
=== ===== ===== ==== ======= ===== ======= ==== ======= ======= ========
See accompanying notes to consolidated financial statements.
5
8
FIRST BELL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THREE MONTHS ENDED MARCH 31, 1996 AND 1995
1. PRINCIPLES OF CONSOLIDATION
---------------------------
The consolidated financial statements include the accounts of First Bell
Bancorp, Inc. ("First Bell" or the "Company") and it's wholly-owned subsidiary
Bell Federal Savings and Loan Association of Bellevue (the "Association"). All
significant intercompany transactions have been eliminated in consolidation.
The investment in Bell Federal on First Bell's financial statements is carried
at the parent company's equity in the underlying net assets.
The consolidated balance sheet as of March 31, 1996 and related
consolidated statements of income, cash flows and changes in stockholder's
equity for the three months ended March 31, 1996 and 1995 are unaudited. In the
opinion of management, all adjustments necessary for a fair presentation of
such financial statements have been included. Such adjustments consisted of
normal recurring items. Interim results are not necessarily indicative of
results for a full year.
The financial statements and notes are presented as permitted by Form
10-Q. The interim statements are unaudited and should be read in conjunction
with the financial statements and notes thereto contained in First Bell's
annual report for the fiscal year ended December 31, 1995.
2. CONVERSION TO CAPITAL STOCK FORM OF OWNERSHIP
---------------------------------------------
On July 18, 1994, the Board of Directors of Bell Federal Savings and Loan
Association of Bellevue adopted a plan of conversion, pursuant to which the
Association would convert from a federally chartered mutual savings and loan
association to a federally chartered capital stock savings and loan association,
with the concurrent formation of the holding company, First Bell
Bancorp, Inc.
On June 29, 1995, the conversion from a mutual form of ownership to a
stock form was finalized. First Bell was capitalized through the initial sale
of 8,596,250 shares of common stock to eligible account holders, an employee
benefit plan of the Association, supplemental eligible account holders, other
members of the Association, and the general public. First Bell then used a
portion of the proceeds from the sale to purchase all of the outstanding shares
of the Association. This transaction was accounted for in a manner similar to
the pooling of interests method.
The Association may not declare or pay cash dividends on or repurchase any
of its shares of common stock if the effect thereof would cause equity to be
reduced below applicable regulatory capital maintenance requirements or if such
declaration and payment would otherwise violate regulatory requirements.
6
9
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Comparison of Financial Condition at March 31, 1996 and December 31, 1995.
- - -------------------------------------------------------------------------
Assets. Total assets increased by $21.8 million, or 4.2% to $542.6
million at March 31, 1996, from $520.8 million at December 31, 1995. The
increase in total assets was primarily attributable to an increase in
conventional mortgage loans of $24.9 million, or 6.0% to $439.5 million at March
31, 1996 from $414.6 million at December 31, 1995. The increase in conventional
mortgage loans, which was caused by the strong demand for mortgage refinancing
was partially offset by a decrease in federal funds sold of $5.5 million or
10.5% to $46.5 million at March 31, 1996 from $52.0 million at December 31,
1995. Conventional mortgage loan originations were funded through an increase in
deposits and other aspects of the Company's operation. The decrease in federal
funds sold was primarily the result of the common stock repurchase plan, whereby
the Company repurchased 429,800 shares of common stock of the Company in the
open market at an average per share price of $13.95.
Liabilities. Total deposits at March 31, 1996 were $410.0 million,
representing a $18.6 million, or 4.7% increase over the December 31, 1995
balance of $391.4 million. Certificate accounts increased $13.1 million or 4.7%
while passbook, club and other accounts increased $1.7 million or 2.4% and money
market and NOW accounts increased $3.8 million or 9.6% during the first three
months of 1996. The increase in deposits was due mainly to the continued strong
demand and favorable rates offered by the Association. Advances by borrowers for
taxes and insurance increased $3.7 million or 43.2% to $12.2 million at March
31, 1996 from $8.5 million at December 31, 1995. The increase in advances by
borrowers for taxes and insurance is the result of an increase in the
origination of conventional mortgage loans and the collection of such advances
for future payments. Other liabilities increased from $1.4 million at December
31, 1995 to $2.7 million due to additional monies held for mortgage commitments
and the quarterly dividend on the Company's common stock which was paid in the
beginning of the second quarter.
Capital. Stockholders' equity decreased $4.3 million or 3.6% to 114.3
million at March 31, 1996 from $118.5 million at December 31, 1995. The decrease
was due to the repurchase of $6.0 million worth of shares of common stock under
the repurchase plan and dividends declared on March 18, 1996 of $408,000. The
decrease was offset by a net income of $2.1 million earned for the three months
ended March 31, 1996.
Liquidity and Capital Resources. The Company's primary sources of funds
are deposits and principal and interest payments on loans. While maturities and
scheduled amortization of loans are predictable sources of funds, deposit flows
and mortgage prepayments are strongly influenced by changes in general interest
rates, economic conditions, and competition.
The primary investment activity of the Company for the three months ended
March 31, 1996 was the origination of mortgage loans in the amount of $37.4
million. The most
7
10
significant source of funds for the three months ended March 31, 1996 was the
increase in deposits of $18.6 million and the principal repayment and prepayment
of conventional mortgage loans of $14.3 million.
The Association is required to maintain an average daily balance of liquid
assets and short term liquid assets as a percentage of net withdrawable deposit
accounts plus short-term borrowings as defined by the Office of Thrift
Supervision's regulations. The minimum required liquidity and short term
liquidity ratios are currently 5.0% and 1.0% respectively. The Association's
average liquidity and average short-term liquidity ratios were 15.8% and 14.5%
at March 31, 1996. The Association's most liquid assets are cash, federal funds
sold and short-term investments. The levels of the Association's liquid assets
are dependent on the Association's operating, financing, lending and investing
activities during any given period. At March 31, 1996, assets qualifying for
short term liquidity, including cash and short term investments, totalled $55.9
million.
At March 31, 1996, the Association's capital exceeded all of the capital
requirements of the Office of Thrift Supervision ("OTS"). The Association's
tangible, core and risk-based capital ratios were 15.2%, 15.2% and 33.3%,
respectively. The Association is considered a "well capitalized" institution
under the prompt corrective action regulations of the OTS.
Comparison of Results of Operations for the Three Months ended March 31, 1996
- - -----------------------------------------------------------------------------
and 1995.
- - --------
General. Net income for the three months ended March 31, 1996 increased by
$725,000, or 52.3%, to $2.1 million from $1.4 million for the three months ended
March 31, 1995. This increase was due primarily to an increase in net interest
income of $1.4 million, offset by an increase in taxes of $414,000 and an
increase of $309,000 in general and administrative expenses resulting primarily
from increases in compensation, payroll taxes and fringe benefits and other
expenses.
Interest Income. Interest earned on conventional mortgage loans increased
$2.1 million, or 34.5% to $8.2 million for the three months ended March 31, 1996
from $6.1 million for the three months ended March 31, 1995 and was the primary
reason for the increase in interest income. The increase in interest earned on
conventional mortgage loans was primarily due to an increase of $109.1 million,
or 34.2%, in the average balance of conventional mortgage loans for the three
months ended March 31, 1996 from the comparable 1995 period. In addition,
interest on federal funds sold was $682,000 for the three months ended March 31,
1996. The Association earned no interest on federal funds sold for the
comparable 1995 period. For the comparable 1995 period, the Association had no
investment in federal funds sold and, therefore, earned no interest on federal
funds sold for that period. Offsetting these increases in interest income, was
a decrease of $212,000 or 42.7% in interest earned on interest bearing deposits.
This decrease was primarily due to the average balance of interest bearing
deposits declining $12.7 million or 37.8% to $20.9 million for the three months
ended March 31, 1996 as compared to an average balance of $33.6 million for the
three months ended March 31, 1995.
Interest Expense. Interest expense on deposits was $4.9 million for the
three months ended March 31, 1996 as compared to $4.2 million for the three
months ended March 31, 1995. The $700,000, or 17.0% increase was primarily due
to an overall increase of $35.0
8
11
million in the average balance of deposits to $410.0 million from $375.0 million
for the quarterly periods ended March 31, 1996 and 1995, respectively.
Net Interest Income. Net interest income increased for the three months
ended March 31, 1996 to $4.7 million from $3.2 million for the three months
ended March 31, 1995. This increase was due to interest income increasing by
$2.2 million, or 29.1% to $9.6 million from $7.4 million for the three months
ended March 31, 1996 and 1995, respectively.
Provision for Loan Losses. A provision for loan losses of $30,000 was
recorded during the quarterly period ended March 31, 1996. The additional
provision was recorded as the result of the continued growth in conventional
mortgage loans. No provision for loan losses was recorded for the three months
ended March 31, 1995. As of March 31, 1996, nonperforming assets totalled
$619,000 representing a $108,000 increase from the December 31, 1995 balance of
$511,000. At March 31, 1996, the allowance for loan losses equalled 97.7% of
total non-performing assets, as compared to 112.5% as of December 31, 1995.
For the three months ended March 31, 1996 and 1995, no loans were charged
off. Management believes that the current level of loan loss reserve is adequate
to cover losses inherent in the portfolio as of such date. There can be no
assurance, however, that First Bell will not sustain losses in future periods
which could be substantial in relation to the size of the allowance at March 31,
1996.
Other Expenses. Other expenses increased for the three months ended March
31, 1996 to $1.4 million from $1.1 million for the three months ended March 31,
1995. This increase was the result of the implementation of the Association's
Employee Stock Ownership Plan ("ESOP"), accruals for other employee benefit
plans, the additional cost of federal deposit insurance premiums and additional
expenses associated with becoming a public company.
Income Taxes. Income taxes for the three months ended March 31, 1996
increased $414,000 to $1.3 million, from $877,000 for the three months ended
March 31, 1995. This was the result of an increase in income before taxes of
$1.1 million for the three months ended March 31, 1996, compared to the same
period of the prior year. The annualized effective income tax rate for the
periods ended March 31, 1996 and 1995 were 37.9% and 38.8%, respectively.
Legislative Initiatives
- - -----------------------
Legislative initiatives regarding the recapitalization of the Savings
Association Insurance Fund ("SAIF") of the Federal Deposit Insurance Corporation
("FDIC"), deposit insurance premiums, FICO bond interest payments, the merger of
SAIF and Bank Insurance Fund ("BIF"), financial industry regulatory structure,
bad debt recapture and revision of thrift and bank charters are still pending
before Congress. Management cannot predict the ultimate impact any final
legislation or regulatory actions may have on the operations of the Company.
Without passage of legislation addressing the FDIC insurance premium disparity,
the Association, like other thrifts, will continue to pay deposit insurance
premiums significantly higher than banks. As long as such premium differential
continues, it may have adverse
9
12
consequences on the Company's earnings and the Company may be placed at a
substantial competitive disadvantage to commercial banking organizations insured
by the BIF.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are various claims and lawsuits in which the Company is
periodically involved incidental to the Company's business, which in
the aggregate involve amounts which are believed by management to be
immaterial to the financial condition and results of operations of the
Company.
ITEM 2. CHANGES IN SECURITIES.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
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) The following exhibits are filed as part of this report.
Exhibit 3.1 - Certificate of Incorporation of First Bell Bancorp,
Inc.*
Exhibit 3.2 - Bylaws of First Bell Bancorp, Inc.*
Exhibit 11 - Computation of Earnings Per Share (filed herewith)
Exhibit 27 - Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K
None
- - -----------------------
* Incorporated herein by reference into this document from the Exhibits to
Form S-1, Registration Statement, filed on November 9, 1994, as amended,
Registration No. 33-86160.
10
13
SIGNATURES
----------
Pursuant to 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.
FIRST BELL BANCORP, INC.
(Registrant)
Date: May 13, 1996 /s/ Albert H. Eckert, II
------------------------------------------
Albert H. Eckert, III
President and Chief Executive Officer
Date: May 13, 1996 /s/ Jeffrey H. Hinds
------------------------------------------
Jeffrey H. Hinds
Executive Vice President and Chief
Financial Officer (Principal Accounting
Officer)