UNITED STATES SECURITITES AND EXCHANGE COMMISSION
Washington, D.C. 29549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURTIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____________________ to _______________
Commission File Number: 000-30515
Weststar Financial Services Corporation
---------------------------------------
(Exact name of registrant as specified in its charter)
North Carolina 56-2181423
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
79 Woodfin Place, Asheville NC 28801
(Address of principal executive offices)
828-252-1735
(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 reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ X ] 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.
Common stock, $1.00 par value - 633,298 shares outstanding as of August 14,
2000.
1
INDEX Page
Part I - FINANCIAL INFORMATION
Financial Statements:
Consolidated Balance Sheets
June 30, 2000 and December 31, 1999 3
Consolidated Statements of Operations
Three Months Ended June 30, 2000 and 1999 4
and Six Months Ended June 30, 2000 and 1999
Consolidated Statements of Comprehensive Income (Loss)
Three Months Ended June 30, 2000 and 1999 5
and Six Months Ended June 30, 2000 and 1999
Consolidated Statement of Changes in Shareholders' Equity
Six Months Ended June 30, 2000 6
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2000 and 1999 7
Notes to Financial Statements 8
Management's Discussion and Analysis
Financial Condition and Results of Operations 10
Part II - OTHER INFORMATION
Exhibit Index 13
Signatures 14
2
Weststar Financial Services Corporation & Subsidiary
Consolidated Balance Sheets (unaudited)
June 30, December 31,
2000 1999
------------ ------------
ASSETS:
Cash and cash equivalents:
Cash and due from banks $ 6,496,704 $ 1,892,403
Interest-bearing deposits 5,075 2,784
Federal funds sold 2,210,000 2,110,000
------------ ------------
Total cash and cash equivalents 8,711,779 4,005,187
------------ ------------
Investment securities -
Available for sale, at fair value (amortized cost of
$2,011,824 and $2,508,339, respectively) 2,008,293 2,502,411
------------ ------------
Loans 47,607,223 34,460,724
Allowance for loan losses (686,008) (528,808)
------------ ------------
Net loans 46,921,215 33,931,916
Premises and equipment, net 2,357,299 2,455,507
Accrued interest receivable 366,927 220,151
Federal Home Loan Bank stock, at cost 145,600 58,100
Deferred income taxes 606,452 133,688
Other assets 104,282 61,137
------------ ------------
TOTAL $ 61,221,847 $ 43,368,097
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Deposits:
Demand $ 9,059,033 $ 4,780,881
NOW accounts 9,258,522 3,154,225
Money market accounts 12,927,842 10,623,376
Savings 913,150 583,797
Time deposits of $100,000 or more 5,506,095 5,620,684
Other time deposits 17,366,145 13,158,017
------------ ------------
Total deposits 55,030,787 37,920,980
Accrued interest payable 187,609 159,1499
Other liabilities 151,888 119,569
------------ ------------
Total liabilities 55,370,284 38,199,698
------------ ------------
SHAREHOLDERS' EQUITY:
Preferred stock; authorized $1,000,000; issued and outstanding - none 0 0
Common stock, $1 par value, authorized - 9,000,000
shares; issued and outstanding - 633,298 and 633,298, respectively 633,298 633,298
Additional paid-in capital 6,129,636 6,129,636
Accumulated deficit (909,204) (1,590,896)
Accumulated other comprehensive loss (2,167) (3,639)
------------ ------------
Total shareholders' equity 5,851,563 5,168,399
------------ ------------
TOTAL $ 61,221,847 $ 43,368,097
============ ============
See notes to consolidated financial statements.
3
Weststar Financial Services Corporation & Subsidiary Three Months Six Months
Consolidated Statements of Operations (unaudited) Ended June 30, Ended June 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
INTEREST INCOME:
Interest and fees on loans $ 1,148,316 $ 533,178 $ 2,081,502 $ 939,246
Federal funds sold 13,336 56,946 40,782 98,067
Interest-bearing deposits with other banks 62 5 116 1,158
Investments:
U.S Treasuries 10,372 8,805 20,674 15,500
U.S. Government agencies 22,343 22,719 46,457 41,471
Other 1,212 525 2,347 525
----------- ----------- ----------- -----------
Total interest income 1,195,641 622,178 2,191,878 1,095,967
----------- ----------- ----------- -----------
INTEREST EXPENSE:
Time deposits of $100,000 or more 84,353 37,984 166,996 76,895
Other time and savings deposits 371,508 226,746 699,343 394,350
Federal funds purchased 3,327 0 3,327 0
Other interest expense 0 0 41 0
----------- ----------- ----------- -----------
Total interest expense 459,188 264,730 869,707 471,245
----------- ----------- ----------- -----------
NET INTEREST INCOME 736,453 357,448 1,322,171 624,722
PROVISION FOR LOAN LOSSES 100,000 129,825 157,200 204,285
----------- ----------- ----------- -----------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 636,453 227,623 1,164,971 420,437
----------- ----------- ----------- -----------
OTHER INCOME:
Service charges on deposit accounts 79,016 75,821 169,042 114,545
Other service fees and commissions 31,490 23,836 56,760 38,193
Other 3,404 2,240 7,183 4,221
----------- ----------- ----------- -----------
Total other income 113,910 101,897 232,985 156,959
----------- ----------- ----------- -----------
OTHER EXPENSES:
Salaries and wages 251,107 226,465 515,538 428,168
Employee benefits 49,618 18,818 78,816 38,431
Occupancy expense, net 34,515 18,321 63,053 36,915
Equipment rentals, depreciation and
maintenance 56,025 44,496 113,521 92,891
Other 202,643 147,697 419,012 307,620
----------- ----------- ----------- -----------
Total other expenses 593,908 455,797 1,189,940 904,025
----------- ----------- ----------- -----------
INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE AND INCOME TAXES 156,455 (126,277) 208,016 (326,629)
INCOME TAX PROVISION (BENEFIT) 56,936 0 (473,676) 0
----------- ----------- ----------- -----------
INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE 99,519 (126,277) 681,692 (326,629)
----------- ----------- ----------- -----------
CUMULATIVE EFFECT OF A CHANGE IN
ACCOUNTING PRINCIPLE, NET OF TAX
BENEFIT OF $44,877 0 0 0 (71,326)
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ 99,519 $ (126,277) $ 681,692 $ (397,955)
=========== =========== =========== ===========
PER SHARE AMOUNTS:
Basic and diluted income (loss) before cumulative
effect of a change in accounting principle $ 0.16 $ (0.21) $ 1.08 $ (0.54)
Cumulative effect of a change in accounting
principle 0 0 0 (.12)
----------- ----------- ----------- -----------
Basic and diluted net income (loss) $ 0.16 $ (0.21) $ 1.08 $ (0.66)
=========== =========== =========== ===========
See notes to consolidated financial statements
4
WESTSTAR FINANCIAL SERVICES CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)
Three Months Six Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
NET INCOME/(LOSS) $ 99,519 $(126,277) $ 681,692 $(397,955)
OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized holding gains (losses) on securities
available for sale 527 (2,210) 727 (3,676)
--------- --------- --------- ---------
COMPREHENSIVE INCOME (LOSS) $ 100,046 $(128,487) $ 682,419 $(401,631)
========= ========= ========= =========
See notes to consolidated financial statements.
5
WESTSTAR FINANCIAL SERVICES CORPORATION & SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2000 (unaudited)
Accumulated
Common Stock Additional Other Total
---------------------- Paid-In Accumulated Comprehensive Shareholders'
Shares Amount Capital Deficit Income (Loss) Equity
------ ------ ------- ------- ------------- ------
Balance December 31, 1999 633,298 $ 633,298 $ 6,129,636 $(1,590,896) $ (3,639) $ 5,168,399
Net change in unrealized
Loss on securities held for sale 1,472 1,472
Net income 681,692 681,692
------- ----------- ----------- ----------- ----------- -----------
Balance June 30, 2000 633,298 $ 633,298 $ 6,129,636 $ (909,204) $ (2,167) $ 5,851,563
======= =========== =========== =========== =========== ===========
See notes to consolidated financial statements.
6
Weststar Financial Services Corporation & Subsidiary
Consolidated Statements of Cash Flows (unaudited)
For the Six Months Ended June 30, 2000 1999
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss) $ 681,692 $ (397,955)
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Depreciation 114,123 82,435
Provision for loan loss 157,200 204,285
Premium amortization and discount accretion, net (14,500) (33,944)
Cumulative effect of a change in accounting principle 0 71,326
Increase in accrued interest receivable (146,776) (70,240)
Increase in accrued interest payable 28,460 40,836
Increase in other assets (43,159) (31,223)
Deferred income taxes (473,676) 0
Increase (decrease) in other liabilities 32,319 (108,574)
------------ ------------
Net cash provided (used) by operating activities 335,683 (243,054)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Federal Home Loan Bank stock (87,500) 0
Purchases of securities available for sale (1,509,984) (2,509,711)
Maturities of securities available for sale 2,021,000 1,500,000
Net increase in loans (13,146,499) (11,338,691)
Additions to premises and equipment (15,915) (378,629)
Issuance of common stock 0 110
------------ ------------
Net cash used in investing activities (12,738,898) (12,726,921)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in demand deposits, NOW accounts, and savings accounts 13,016,268 9,919,566
Net increase in certificates of deposits 4,093,539 2,561,835
------------ ------------
Net cash provided by financing activities 17,109,807 12,481,401
------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 4,706,592 (488,574)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,005,187 3,545,714
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,711,779 $ 3,057,140
============ ============
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Interest $ 841,247 $ 430,409
Income taxes 0 0
See notes to consolidated financial statements.
7
WESTSTAR FINANCIAL SERVICES CORPORTION
NOTES TO FINANCIAL STATEMENTS
1. Weststar Financial Services Corporation (the "Company") is a bank
holding company with one subsidiary, The Bank of Asheville, a state
chartered commercial bank incorporated in North Carolina on October 29,
1997. Common shares of The Bank of Asheville were exchanged for common
shares of the Company on April 29, 2000.
In the opinion of management, the accompanying financial statements
contain all adjustments necessary to present fairly the consolidated
financial position of the Company as of June 30, 2000 and December 31,
1999, and the consolidated results of their operations and their cash
flows for the three and six month periods ended June 30, 2000 and 1999.
The accounting policies followed are set forth in Note 1 to the 1999
Annual Report to Shareholders (Form 10-KSB) on file with the Federal
Deposit Insurance Corporation.
2. Loans at June 30, 2000 and December 31, 1999 classified by type are as
follows:
June 30, December 31,
2000 1999
------------ -----------
Real Estate:
Construction $ 8,853,209 $ 7,152,238
Mortgage 24,199,749 16,963,594
Commercial, financial and agricultural 13,831,650 9,926,255
Consumer 922,609 562,765
------------ -----------
Subtotal 47,807,217 34,604,852
Net deferred loan origination fees (199,994) (144,128)
------------ -----------
Total $47,607,223 $34,460,724
=========== ===========
3. At December 31, 1999, the Company had a $543,000 valuation allowance
related to deferred tax assets for which, in the opinion of management,
realization was not reasonably assured. Based upon the taxable income
being generated in 2000 and management expectations of continued
profitability, management now believes that realization of the deferred
tax assets is more likely than not. The valuation allowance was
reversed in the first quarter of 2000, thereby providing a deferred tax
benefit.
4. In the normal course of business there are various commitments and
contingent liabilities such as commitments to extend credit, which are
not reflected on the financial statements. The unused portion of lines
to extend credit were $9,800,142 and $5,536,642 at June 30, 2000 and
December 31, 1999, respectively.
5. Basic earnings per share have been computed using the weighted average
number of shares of common stock outstanding of 633,298 and 607,567 for
the quarters ended June 30, 2000 and 1999, respectively and 633,298 and
607,566 for the six month periods ended June 30, 2000 and 1999,
respectively. There were no potentially dilutive securities during the
three and six month periods ended June 30, 2000.
8
6. The Company's capital at June 30, 2000 and December 31, 1999 to risk
weighted assets totaled 14.42% and 21.09%, respectively. Current
federal regulations require that the Company maintain a minimum ratio
of total capital to risk weighted assets of 8%, with at least 4% being
in the form of Tier 1 capital, as defined in the regulations. In
addition, the Company must maintain a leverage ratio of 4%. As of June
30, 2000 and December 31, 1999, the Company's capital exceeded the
current capital requirements.
7. The SEC has issued Staff Accounting Bulletin No. 101 ("SAB 101"), as
amended on June 26, 2000, titled "Revenue Recognition in Financial
Statements". SAB 101 provides SEC guidance on the recognition,
presentation and disclosure of revenue in accordance with generally
accepted accounting principles in the financial statements. The Company
must implement any applicable provisions of SAB 101 no later than the
fourth quarter of the current fiscal year. The Company has determined
that implementation of the applicable provisions of SAB 101 will not
have a material effect on the Company's financial statements and
current disclosures. However, the SEC has recently indicated that it
intends to issue further guidance with respect to adoption of specific
issues addressed by SAB 101. Until such time as this additional
guidance is issued, the Company is unable to assess the impact, if any,
it may have on the Company's financial statements and current
disclosures.
9
Weststar Financial Services Corporation & Subsidiary
Management's Discussion and Analysis
CHANGES IN FINANCIAL CONDITION
JUNE 30, 2000 COMPARED TO DECEMBER 31, 1999
During the period from December 31, 1999 to June 30, 2000 total assets increased
$17,853,750 or 41%. This increase, reflected primarily in the cash and loan
portfolios, was funded primarily by deposit growth.
Securities, federal funds sold, and interest-bearing balances with other
financial institutions at June 30, 2000 totaled $4,223,368 compared to
$4,615,195 at December 31, 1999. Securities available for sale remained
relatively flat when compared to December 31, 1999 as funds were allocated to
the loan portfolio. During 1999, the Company gained access to the Federal Home
Loan Bank system. This access grants the Company additional sources of funds for
lending and liquidity. An initial equity investment of $58,100 was required to
gain access to the Federal Home Loan Bank's resources. During the six month
period of 2000, an additional investment of $87,500 was required by the Federal
Home Loan Bank. Federal funds sold totaled $2,210,000. These funds are temporary
investments, which provide liquidity and funding for longer-term investments and
loans.
The loan portfolio constituted 78% of the Company's total assets. Loans
increased $13,146,499 from December 31, 1999 to June 30, 2000. The increase in
loan demand resulted from market penetration into the small business,
professional and consumer bases within the Company's market. Management places a
strong emphasis on loan quality. At June 30, 2000, there were no loans that (i)
represented or resulted from trends or uncertainties which management reasonably
expects to materially impact future operating results, liquidity, or capital
resources, or (ii) represented material credits about which management was aware
of any information which caused management to have serious doubts as to the
ability of such borrowers to comply with the loan repayment terms.
The adequacy of the loan loss reserve is monitored by management through an
internal loan review process. Among the factors determining the level of the
reserve are loan growth, projected net charge-offs, the amount of non-performing
and past due loans, and the current and anticipated economic condition.
The allowance for loan losses at June 30, 2000 and December 31, 1999 were 1.44%
and 1.53%, respectively, of gross loans outstanding. Management believes the
loan loss reserve to be adequate. However, future additions to the allowance may
be necessary based on changes in economic conditions or the circumstances of
individual borrowers which may impact the borrowers' ability to repay their
loans.
Deposits increased $17,109,807 during the six months ended June 30, 2000. The
growth was found in all categories of deposits. Transaction and savings accounts
accounted for $13,016,268 or 76% of growth, while time deposits accounted for
$4,093,539 or 24% of growth.
The Company's capital at June 30, 2000 to risk weighted assets totaled 14.42%.
Current federal regulations require a minimum ratio of total capital to risk
weighted assets of 8%, with at least 4% being in the form of Tier 1 capital, as
defined in the regulations. In addition, the Company must maintain a leverage
ratio of 4%. As of June 30, 2000, the Company's capital exceeded the current
regulatory capital requirements.
10
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. While in the process of
organizing the Company, management reviewed all proposed systems for Year 2000
compliance. Systems that were either not compliant or substantially compliant
were removed from further consideration. The Company has tested its software and
does not believe it has any significant systems that require modification. The
Company inquired of certain major customers and vendors regarding Year 2000
compliance; however, no assurances were given as to such compliance by its
customers and vendors. The Company also developed contingency plans, where were
based on actual testing experience and assessments of outside risk. No
significant expenditures were incurred by the Company to develop or test the
systems relative to Year 2000 issues.
As of August 14, 2000, the Company has not encountered any unforeseen
complications or issues not previously addressed in its assessment. If any
unforeseen complications or issues arise, additional resources would be
committed to complete the necessary conversions in the required time frame.
However, since the Company has no reason to believe that it will need to use
additional resources, no estimate as to their cost has been made.
RESULTS OF OPERATIONS
FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2000 AND 1999
Net interest income, the principal source of the Company's earnings, is the
amount of income generated by earning assets (primarily loans and investment
securities) less the total interest cost of the funds obtained to carry them
(primarily deposits and other borrowings). The volume, rate and mix of both
earning assets and related funding sources determine net interest income.
COMPARATIVE THREE MONTHS
Net interest income for the quarter ended June 30, 2000 totaled $736,453
compared to $357,448 in 1999. This increase is attributable to growth in net
earning assets and improved net interest margins. The Company's net interest
margin was approximately 5.7% and 4.4% for the quarters ended June 30, 2000 and
1999, respectively.
The provision for loan losses charged to operations is an amount sufficient to
bring the allowance for loan losses to an estimated balance considered to be
adequate to absorb potential losses in the portfolio. Management's determination
of the adequacy of the allowance is based on an evaluation of the portfolio,
current economic conditions, historical loan loss experience and other risks.
During the quarters ended June 30, 2000 and 1999, management allocated $100,000
and $129,825, respectively, to the loan loss reserve.
Non-interest income for the June 30, 2000 and 1999 quarters totaled $113,910 and
$101,897, respectively. The growth in service charge income increased
commensurate with growth in transaction related deposit accounts. Non-interest
expense totaled $593,908 compared to $455,797 in 1999. Non-interest expense
increased primarily as a result of Company wide asset growth and the costs of
servicing a larger loan and deposit base of customers. Additional increased
costs related directly to insurance, supplies, audit, tax and legal fees as well
as a sundry of other items. Income (loss) before income taxes totaled $156,455
and $(126,277) for the quarters ended June 30, 2000 and 1999, respectively.
Income taxes totaled $56,936 and none for the quarters ended June 30, 2000 and
1999, respectively. Net income (loss) after income taxes totaled $99,519 and
$(126,277) for the quarters ended June 30, 2000 and 1999, respectively.
The other comprehensive income (loss), which is the change in shareholders'
equity excluding transactions with shareholders', totaled $527 and ($2,210) in
2000 and 1999, respectively.
11
Comprehensive income totaled $100,046 compared to a loss of $128,487 for the
quarters ended June 30, 2000 and 1999, respectively.
COMPARATIVE SIX MONTHS
Net interest income for the six month period ended June 30, 2000 totaled
$1,322,171 compared to $624,722 in 1999. This increase is primarily attributable
to growth in earning assets and interest-bearing liabilities. The Company's net
interest margin was approximately 5.4% and 4.3% for the six months ended June
30, 2000 and 1999, respectively.
The provision for loan losses charged to operations is an amount sufficient to
bring the allowance for loan losses to an estimated balance considered to be
adequate to absorb potential losses in the portfolio. Management's determination
of the adequacy of the allowance is based on an evaluation of the portfolio,
current economic conditions, historical loan loss experience and other risks.
During the six month period ended June 30, 2000 and 1999, management allocated
$157,200 and $204,285, respectively, to the loan loss reserve.
The recorded investment in loans that are considered to be impaired in
accordance with criteria set forth in Statement of Financial Accounting
Standards No. 114 of the Financial Accounting Standards Board was $509,299 and
$90,544 at June 30, 2000 and 1999, respectively. The average recorded balance of
impaired loans during 2000 and 1999 was not significantly different from the
balance June 30, 2000 and 1999. The related allowance for loan losses determined
in accordance with SFAS No. 114 for impaired loans was $60,262 and $51,823 at
June 30, 2000 and 1999, respectively. For the six month period ended June 30,
2000 and 1999, the Company recognized interest income from impaired loans of
approximately $15,603 and $4,044, respectively.
Non-interest income for the six month period ended June 30, 2000 and 1999
totaled $232,985 and $156,959, respectively. The growth in service charge income
increased commiserate with growth in transaction related deposit accounts.
Non-interest expense totaled $1,189,940 compared to $904,025 in 1999.
Non-interest expense increased primarily as a result of additional staffing,
premises and equipment purchases related to growth. Additional increased costs
related directly to insurance, supplies, audit, tax and legal fees as well as a
sundry of other items. The net operating income (loss) before a cumulative
effect of a change in accounting principle and income tax benefit was $208,106
and ($326,629) for June 30, 2000 and 1999, respectively.
For the six month period ended June 30, 2000, the Company recognized an income
tax benefit of $473,676 primarily related to the release of a valuation
allowance previously recorded against deferred tax assets. Net income after the
tax benefit totaled $681,692.
The other comprehensive income (loss), which is the change in shareholders'
equity excluding transactions with shareholders', totaled $727 and $(3,676) in
2000 and 1999, respectively. The net operating income (loss) after other
comprehensive loss totaled $682,419 compared to $(401,631) in 2000 and 1999,
respectively.
12
Part II - OTHER INFORMATION
ITEM 4 - OTHER INFORMATION
None
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
A.) Exhibits
None
B.) Reports on Form 8-K
No reports on Form 8-K have been filed for the quarter ended June 30,
1999. Items 1, 2, 3, 4, 5, 6, 7, 8 and 9 are inapplicable and are
omitted.
13
SIGNATURE
In accordance with the requirement of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Weststar Financial Services Corporation
(Registrant)
August 14, 2000 /s/Randall C. Hall
------------------
Randall C. Hall
Executive Vice President and
Chief Financial and
Principal Accounting Officer
14