UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to __________________
Commission File Number 0-24694
ENTERPRISE FEDERAL BANCORP, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-1396726
- -------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7810 Tylersville Square Drive
West Chester, Ohio 45069
- --------------------------------------- -----------
(Address or principal executive office) (Zip Code)
(513) 755-4600
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(Registrant's telephone number, including area code)
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: As of August 1, 1997, there were issued and outstanding
2,000,828 shares of the Registrant's Common Stock, par value $.01
per share.
ENTERPRISE FEDERAL BANCORP, INC. AND SUBSIDIARY
TABLE OF CONENTS
Part I. Financial Information Page
Item 1. Consolidated Financial Statements
Consolidated Statements of Financial Condition 1
(as of June 30, 1997, (unaudited) and September 30, 1996)
Consolidated Statements of Earnings for the three and 2
nine months ended June 30, 1997 (unaudited) and
June 30, 1996 (unaudited).
Consolidated Statements of Cash Flows for the nine months 3
ended June 30, 1997 (unaudited) and June 30, 1996
(unaudited).
Notes to unaudited Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial 6
Condition and Results of Operations
Part II. Other Information
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Securities Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
i
Enterprise Federal Bancorp, Inc.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
JUNE 30, 1997 SEPTEMBER 30, 1996
------------- ------------------
(UNAUDITED)
ASSETS:
Cash and due from banks........................................................ $ 704 $ 736
Federal Funds sold............................................................. -- 7,225
Interest-bearing deposits in other financial institutions...................... 3,364 4,977
Cash and cash equivalents.................................................... 4,068 12,938
Mortgage-backed securities available for sale at market........................ 66,099 65,482
Loans receivable--net.......................................................... 183,912 149,050
Office premises and equipment-at depreciated cost.............................. 3,568 3,603
Federal Home Loan Bank stock--at cost.......................................... 4,750 3,000
Accrued interest receivable on loans........................................... 727 360
Accrued interest receivable on mortgage-backed securities...................... 416 371
Accrued interest receivable on interest-bearing deposits....................... 81 44
Goodwill and other intangible assets........................................... 28 50
Prepaid expenses and other assets.............................................. 617 256
Deferred federal income tax asset.............................................. -- 37
------------- ------------
Total assets................................................................. $ 264,266 $ 235,191
------------- ------------
------------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits....................................................................... $ 145,878 $ 139,447
Advances from Federal Home Loan Bank........................................... 85,000 60,000
Escrow deposits................................................................ 31 208
Accrued interest payable....................................................... 680 488
Other liabilities.............................................................. 951 1,703
Accrued federal income taxes................................................... -- 289
Deferred federal income taxes.................................................. 131 --
------------- ------------
Total liabilities............................................................ $ 232,671 $ 202,135
Commitments.................................................................... -- --
Stockholders' equity
Preferred stock, no par value, 1,000,000 shares authorized, none issued and
outstanding................................................................. -- --
Common stock, $.01 par value, 4,000,000 shares authorized, 2,268,596 issued... 23 23
Additional paid-in capital.................................................... 22,772 22,713
Less 267,768 and 194,268 shares of treasury stock--at cost.................... (4,090) (3,058)
Less shares acquired by employee stock benefit plans.......................... (2,156) (2,593)
Retained earnings--restricted................................................. 15,046 15,736
Unrealized gain on securities designated as available for sale, net of related
tax effects................................................................. -- 235
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Total stockholders' equity................................................... 31,595 33,056
------------- ------------
Total liabilities and stockholders' equity................................... $ 264,266 $ 235,191
------------- ------------
------------- ------------
The accompanying narrative is an integral part of these statements.
1
Enterprise Federal Bancorp, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except share data)
(Unaudited)
THREE MONTHS NINE MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------- --------------------
1997 1996 1997 1996
--------- --------- --------- ---------
Interest income:
Loans................................................................... $ 3,858 $ 3,035 $ 10,557 $ 7,968
Mortgage-backed securities.............................................. 962 900 3,038 3,079
Interest-bearing deposits and other..................................... 196 111 542 500
--------- --------- --------- ---------
Total interest income................................................. 5,016 4,046 14,137 11,547
Interest expense:
Deposits................................................................ 1,827 1,735 5,394 5,128
Borrowings.............................................................. 1,282 606 3,203 1,791
--------- --------- --------- ---------
Total interest expense................................................ 3,109 2,341 8,597 6,919
Net interest income....................................................... 1,907 1,705 5,540 4,628
Provision for losses on loans............................................. 45 30 120 60
--------- --------- --------- ---------
Net interest income after provision for losses on loans................. 1,862 1,675 5,420 4,568
Other operating income:
Gain on sale of securities.............................................. -- 52 435 883
Other operating income.................................................. 24 26 82 81
--------- --------- --------- ---------
Total other operating income.......................................... 24 78 517 964
--------- --------- --------- ---------
Operating expenses:
Employee compensation and benefits...................................... 644 687 1,908 1,929
Occupancy and equipment................................................. 89 68 282 228
Federal deposit insurance premiums...................................... 23 77 99 219
Franchise taxes......................................................... 116 114 340 347
Data processing......................................................... 36 33 107 101
Amortization of goodwill................................................ 7 7 22 23
Other operating expenses................................................ 115 155 357 366
--------- --------- --------- ---------
Total general, administrative and other expense....................... 1,030 1,141 3,115 3,213
--------- --------- --------- ---------
Earnings before income taxes.............................................. 856 612 2,822 2,319
Federal income taxes...................................................... 305 211 984 824
--------- --------- --------- ---------
Net earnings.............................................................. $ 551 $ 401 $ 1,838 $ 1,495
--------- --------- --------- ---------
--------- --------- --------- ---------
Earnings per share........................................................ $ .28 $ .21 $ .94 $ .76
--------- --------- --------- ---------
--------- --------- --------- ---------
The accompanying narrative is an integral part of these statements.
2
Enterprise Federal Bancorp, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except share data)
(Unaudited)
Nine Months Ended June 30,
-----------------------------
1997 1996
---------- --------------
Cash flows from operating activities:
Net earnings for the period......................................... $ 1,838 $ 1,495
Adjustments to reconcile net earnings
to net cash provided by (used in)
operating activities:
Amortization of discounts
and premiums on loans, investments
and mortgage-backed securities-net.................................. 17 64
Amortization of deferred loan origination fees...................... (130) (170)
Depreciation and amortization....................................... 88 87
Provision for losses on loans....................................... 90 60
Federal Home Loan Bank Stock dividends.............................. (198) (103)
Gains on sales of securities........................................ (435) (883)
Amortization of expense related to stock benefit plans.............. 609 694
Increase (decrease) in cash due to change in:
Accrued interest receivable......................................... (449) (188)
Prepaid expenses and other assets................................... (361) (276)
Accrued interest payable............................................ 192 21
Other liabilities................................................... (752) 913
Federal income taxes
Current............................................................. (289) 72
Deferred............................................................ 131 (199)
Net cash provided by operating activities............................ ----------- ---------
351 1,571
Cash flows provided by (used in) investing activities:
Purchase of mortgage-backed securities.............................. (40,552) (44,562)
Sale of mortgage-backed securities.................................. 36,027 52,294
Principal repayments of mortgage-backed securities.................. 4,120 3,714
Loan principal repayments........................................... 10,271 19,151
Loan disbursements.................................................. (45,093) (47,825)
Purchase of office premises and equipment........................... (30) (1,475)
Purchase of Federal Home Loan Bank Stock............................ (1,552) (419)
----------- ---------
Net cash used in investing activities................................ (36,809) (19,122)
----------- ---------
Net cash used in operating and investing
activities (subtotal carried forward)................................ $ (36,458) $ (17,535)
----------- ---------
The accompanying narrative is an integral part of these statements.
3
Enterprise Federal Bancorp, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except share data)
(Unaudited)
Nine Months Ended June 30,
-----------------------------
1997 1996
---------- --------------
Net cash used in operating and investing
activities (subtotal carried forward)........................... $ (36,458) $ (17,535)
Cash flows provided by (used in) financing activities:
Net increase in deposit accounts............................... 6,431 12,306
Advances from FHLB............................................. 25,000 10,000
Advances by borrowers for taxes and insurance.................. (177) (88)
Distribution to Stockholders................................... (2,634) (6,535)
Purchase of Treasury shares.................................... (1,032) (2,339)
----------- ---------
Net cash provided by financing activities...................... 27,588 13,344
----------- ---------
Net decrease in cash and cash equivalents...................... 8,870 (4,191)
Cash and cash equivalents at beginning of period............... 12,938 10,670
----------- ---------
Cash and equivalents at end of period.......................... $ 4,068 $ 6,479
----------- ---------
----------- ---------
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Federal income taxes........................................... $ 985 $ 751
----------- ---------
Interest on deposits and borrowings............................ $ 8,405 $ 6,898
----------- ---------
----------- ---------
The accompanying narrative is an integral part of these statements.
4
ENTERPRISE FEDERAL BANCORP, INC. AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
Note 1 - Basis of Presentation
---------------------
Enterprise Federal Bancorp, Inc. (the "Corporation") was incorporated under
Ohio law in April 1994 by Enterprise Federal Savings and Loan Association (the
"Association") in connection with the conversion of the Association from a
federally chartered mutual savings and loan association to a federally chartered
stock savings bank, to be known as Enterprise Federal Savings Bank (the "Savings
Bank"), the issuance of the Association's stock to the Corporation and the offer
and sale of the Corporation's common stock by the Corporation (the
"Conversion"). Upon consummation of the Conversion on October 14, 1994, the
Corporation became the unitary holding company for the Savings Bank. The
financial statements for the periods prior to October 14, 1994 presented herein
are those of Enterprise Federal Savings and Loan Association prior to the
Conversion.
The accompanying unaudited consolidated financial statements of the Corporation
have been prepared in accordance with instructions to Form 10-Q. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. However, such
information reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
statement of results for the interim periods.
The results of operations for the nine months ended June 30, 1997 are not
necessarily indicative of the results to be expected for the year ending
September 30, 1997. The unaudited consolidated financial statements and notes
hereto should be read in conjunction with the audited financial statements and
notes thereto for the year ending September 30, 1996, contained in the
Corporation's 1996 Annual Report.
Note 2 - Principles of Consolidation
---------------------------
The accompanying consolidated financial statements include the accounts of
the Corporation and the Savings Bank. All significant intercompany items have
been eliminated.
Note 3 - Earnings Per Share
------------------
Earnings per share for the three and nine months ended June 30, 1997 were
calculated assuming 1,967,857 and 1,955,319 shares, respectively, were issued
and outstanding during the periods. Earnings per share for the three months
ended June 30, 1996 were calculated assuming 1,909,524 and 1,967,105 shares,
respectively, were issued and outstanding during the period.
5
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Corporation's assets totaled $264.3 million at June 30, 1997 compared to
$235.2 million at September 30, 1996. This $29.1 million or 11.0% increase was
primarily due to a $24.9 million or 23.4% increase in loans receivable, net.
Total liabilities amounted to $232.7 million at June 30, 1997 compared to $202.1
million at September 30, 1996. This increase was primarily due to a $25.0
million or 41.7% increase in advances from the Federal Home Loan Bank ("FHLB")
of Cincinnati and a $6.4 million or 4.6% increase in deposits. Total
stockholders' equity decreased $1.5 million or 4.4% to $31.6 million at June 30,
1997 compared to $33.1 million at September 30, 1996. The decrease in
stockholders' equity was due primarily to the payments of a $1.00 per share
dividend on December 26, 1996 to stockholders of record on December 14, 1996 and
a $.25 per share dividend on April 15, 1997 to stockholders of record on March
31, 1997. Such distributions amounted to approximately $2.5 million in the
aggregate and are primarily reflected as a reduction in retained earnings. In
addition, the Corporation repurchased shares at a cost of $1.0 million during
the nine months ended June 30, 1997. Such reductions were partially offset by
net income of $1.8 million during the nine months ended June 30, 1997.
RESULTS OF OPERATIONS FOR THE THREE MONTH PERIODS ENDED JUNE 30, 1997 AND 1996
Net Income. The Corporation's net income amounted to $551,000 for the three
months ended June 30, 1997 compared to $401,000 for the comparable period in
1996. The $150,000 or 37.4% increase was due primarily to an increase in net
interest income.
Net Interest Income. Net interest income before provision for loan losses
increased $202,000 or 11.8% to $1.9 million for the three months ended June 30,
1997 compared to the same period in 1996. Net interest income is determined by
the Corporation's interest rate spread (i.e., the difference between the yields
earned on its interest-earning assets and the rates paid on its interest-bearing
liabilities) and the relative amounts of interest-earning assets and
interest-bearing liabilities. The increase in net interest income was due to the
increase in the ratio of interest-earning assets to interest-bearing
liabilities. The increase in interest-earning assets was primarily due to the
leveraging of the Corporation's capital and the continued growth in the loan
portfolio.
Interest Income. Interest income amounted to $5.0 million for the three
months ended June 30, 1997 compared to $4.0 million for the same period in 1996.
The increase of $970,000 or 24.0% was primarily due to an increase in interest
income on loans of $823,000 or 27.1% to $3.4 million for the 1997 period
compared to the 1996 period. Such increase was primarily due to an increase in
the average balance of such assets due to increased loan demand.
6
Interest Expense. Interest expense increased $768,000 or 32.8% to $3.1
million for the three months ended June 30, 1997 compared to the same period
in 1996 as a result of an increase in interest expense on both deposits and
borrowed money. Interest expense on deposits increased $92,000 or 5.3% due to
an increase in the average balance of and rates paid on deposits. Interest
expense on borrowed money increased $676,000 or 111.6% primarily due to an
increase in the average balance of such liabilities as a result of increased
funding needs.
Other Operating Income. Other operating income amounted to $24,000 and
$78,000 during the three months ended June 30, 1997 and 1996, respectively. The
$54,000 decrease during the 1997 period was primarily due to decreased gains on
sales of securities as a result of decreased sales activity.
Operating Expenses. Operating expenses decreased $111,000 or 9.7% to
$1.0 million for the three months ended June 30, 1997 compared to $1.1
million for the three months ended June 30, 1996. Such decrease was primarily
due to a $43,000 or 6.3% decrease in employee compensation and benefits, a
$54,000 or 70.1% decrease in federal deposit insurance premiums and a $40,000
or 25.8% decrease in other operating expenses which were partially offset by
a $21,000 or 30.9% increase in occupancy and equipment expense. Employee
compensation and benefits decreased due to reduced pension expense while
federal deposit insurance premiums decreased due to a lower assessment rate.
Occupancy and equipment expenses increased due to the opening of a new
Corporate headquarters.
Federal Income Taxes. Federal income taxes amounted to $305,000 and
$211,000 for the three months ended June 30, 1997 and 1996, respectively,
resulting in effective tax rates of 35.6% and 34.5% respectively.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED JUNE 30, 1997 AND 1996
Net Income. The Corporation's net income amounted to $1.8 million for the
nine months ended June 30, 1997 compared to $1.5 million for the comparable
period in fiscal 1996. The $343,000 or 22.9% increase was due primarily to an
increase in net interest income and a decrease in total other operating expenses
which were partially offset by a decline in other operating income.
Net Interest Income. Net interest income before provision for loan losses
increased $912,000 or 19.7% for the nine months ended June 30, 1997 compared to
the same period in fiscal 1996. The increase in net interest income was due to
an increase in interest-earning assets. The increase in interest-earning assets
was primarily due to the leveraging of the Corporation's capital and the
increased origination of loans.
Interest Income. Interest income amounted to $14.1 million for the nine
months ended June 30, 1997 compared to $11.5 million for the same period in
fiscal 1996. The increase of $2.6 million or 22.4% was primarily due to an
increase in interest income on loans of $2.6 million or 32.5% to $10.6 million
for the fiscal 1997 period compared to the fiscal 1996 period. Such increase was
primarily due to an increase in the average balance of such assets due to
increased loan demand.
7
Interest Expense. Interest expense increased $1.7 million or 24.3% to $8.6
million for the nine months ended June 30, 1997 compared to the same period in
fiscal 1996 as a result of an increase in interest expense on both deposits and
borrowed money. Interest expense on deposits increased $266,000 or 5.2% due to
an increase in the average balance of and rates paid on deposits. Interest
expense on borrowed money increased $1.4 million or 78.8% primarily due to an
increase in the average balance of such liabilities as a result of increased
funding needs..
Other Operating Income. Other operating income amounted to $517,000 and
$964,000 during the nine months ended June 30, 1997 and 1996 respectively. The
$447,000 decrease during the fiscal 1997 period was primarily due to decreased
gains on sales of securities as a result of decreased sales activity.
Operating Expenses. Operating expenses decreased $98,000 or 3.1% to $3.1
million for the nine months ended June 30, 1997 compared to $3.2 million for the
nine months ended June 30, 1996. Such decrease was primarily due to a $120,000
or 54.8% decrease in federal deposit insurance premiums which was offset
partially by a $54,000 or 19.1% increase in occupancy and equipment expense.
Federal deposit insurance premiums decreased due to a lower assessment rate.
Occupancy and equipment expenses increased due to the opening of a new Corporate
headquarters.
Federal Income Taxes. Federal income taxes amounted to $984,000 and
$824,000 for the nine months ended June 30, 1997 and 1996, respectively,
resulting in effective tax rates of 34.9% and 35.5%, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Corporation's primary sources of funds are deposits, repayments,
prepayments and maturities of outstanding loans and mortgage-backed
securities and funds provided from operations. While scheduled loan and
mortgage-backed securities repayments are relatively predictable sources of
funds, deposit flows and loan prepayments are greatly influenced by the
movement of interest rates in general, economic conditions and competition.
The Corporation manages the pricing of its deposits to maintain a deposit
balance deemed appropriate and desirable. In addition, the Corporation
invests excess funds in FHLB overnight deposits and other short-term
interest-earning assets which provide liquidity to meet lending requirements.
As an additional source of funds, the Corporation has borrowed funds from the
FHLB of Cincinnati and has access to the Federal Reserve Bank discount
window. At June 30, 1997, the Corporation had $85.0 million of FHLB advances
outstanding.
Liquidity management is both a daily and long term function. Excess
liquidity is generally invested in short-term investments such as FHLB of
Cincinnati overnight deposits. On a longer-term basis, the Corporation maintains
a strategy of investing in various mortgage-backed securities and lending
products. During the nine month periods ended June 30, 1997 and 1996, the
Corporation used its sources of funds primarily to meet its ongoing commitments
to pay maturing savings certificates and savings withdrawals, fund loan
commitments and maintain its portfolio of mortgage-backed securities. At June
30, 1997, the total approved loan commitments outstanding amounted to $1.2
million. At the same time, the Corporation had $9.3 million of commitments
8
under unused lines and letters of credit and the unadvanced portion of
construction loans approximated $8.1 million. Certificates of deposit
scheduled to mature in one year or less at June 30, 1997 totaled $53.1
million. Management of the Corporation believes that the Corporation has
adequate resources, including principal prepayments and repayments of loans
and mortgage-backed securities, to fund all of its commitments to the extent
required. In addition, although the Corporation has extended commitments to
fund loans or lines and letters of credit, historically, the Corporation has
not been required to fund all of its outstanding commitments. Management
believes that a significant portion of maturing deposits will remain with the
Corporation.
The Savings Bank is required by the Office of Thrift Supervision ("OTS") to
maintain average daily balances of liquid assets and short-term liquid assets
(as defined) in amounts equal to 5% and 1% respectively, of net withdrawal
deposits and borrowings payable in one year or less to assure its ability to
meet demand for withdrawals and repayments of short-term borrowings. The
liquidity requirements may vary from time to time at the direction of the OTS
depending upon economic conditions and deposit flows. The Savings Bank generally
maintains a liquidity ratio of between 5% and 10% of its net withdrawable
deposits and borrowings payable in one year or less. The Savings Bank's average
monthly liquidity ratio and short-term liquid assets ratio for June 1997 was
6.53%. As of June 30, 1997, the Savings Bank's regulatory capital substantially
exceeded all regulatory capital requirements with tangible, core and risk-based
capital ratios of 11.4%, 11.4% and 21.0%, respectively, compared to regulatory
requirements of 1.5%, 3.0% and 8.0%, respectively, as demonstrated in the table
below.
REGULATORY CAPITAL
----------------------------------------------------------------------
Tangible Core Risk-based
Capital Percent Capital Percent Capital Percent
--------- --------- --------- ----------- ----------- ----------
(Dollars In Thousands)
Capital under generally accepted
accounting principles..................................... $ 29,843 $ 29,843 $ 29,843
Goodwill................................................... (28) (28) (28)
General valuation allowances............................... -- -- 530
---------- ---------- -----------
Regulatory capital computed................................ 29,815 11.3 29,815 11.3 30,345 20.3
Minimum capital requirement................................ 3,959 1.5 7,919 3.0 11,976 8.0
---------- ---- ---------- ----- ----------- -----
Regulatory capital--excess................................. $ 25,856 9.8 $ 21,896 8.3 $ 18,369 13.3
---------- ---- ---------- ----- ----------- -----
---------- ---- ---------- ----- ----------- -----
9
ENTERPRISE FEDERAL BANCORP, INC. AND SUBSIDIARY
Part II
Item 1. LEGAL PROCEEDINGS
Neither the Corporation nor the Savings Bank is
involved in any pending legal proceedings other
than non-material legal proceedings occurring in
the ordinary course of business.
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
Not applicable.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
10
SIGNATURE
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.
ENTERPRISE FEDERAL BANCORP, INC.
Date: August 13, 1997 By: /s/Otto L. Keeton
------------------------------------
Otto L. Keeton
President & Chief Executive Officer
Date: August 13, 1997 By: /s/Thomas J. Noe
------------------------------------
Thomas J. Noe
Vice President and Chief Financial
Officer
11