U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-----------------------------
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
[ ] 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 0-24476
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SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 57-0999615
- ---------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
110 S. Congress Street, Winnsboro, South Carolina 29180
---------------------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (803) 635-5536
--------------
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
---- ----
As of March 31, 1999, there were 538,716 shares of the Registrant's
common stock, par value $0.01 per share, outstanding. The Registrant has no
other classes of common equity outstanding.
Transitional small business disclosure format:
Yes X No
---- ----
1
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY
Winnsboro, South Carolina
Index
PART I. Page(s)
FINANCIAL INFORMATION
Item 1.
Financial Statements
Consolidated Balance Sheets-(Unaudited) as of June 30, 1998, and
March 31, 1999...............................................................3
Consolidated Statements of Income - (Unaudited) for the three and nine
months ended March 31, 1998 and 1999.........................................4
Consolidated Statements of Stockholders' Equity (unaudited)....................5
Consolidated Statements of Cash Flows - (Unaudited) for the nine months
ended March 31, 1998 and 1999..............................................6-7
Notes to (Unaudited) Consolidated Financial Statements.......................8-9
Item 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................10-14
PART II.
OTHER INFORMATION
Item 1 Legal Proceedings....................................................15
Item 2. Changes in Securities................................................15
Item 3. Defaults Upon Senior Securities......................................15
Item 4. Submission of Matters to a Vote of Security Holders..................15
Item 5. Other Information....................................................15
Item 6. Exhibits and Reports on Form 8-K.....................................15
Signatures....................................................................16
2
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Balance Sheets
(Unaudited)
(in thousands, except share data)
June 30, March 31,
----------------- -----------------
Assets 1998 1999
------ ----
Cash and due from banks $ 578 $ 273
Interest earning deposits 8,100 2,718
Investment securities, held to maturity (market value of $1,871 and $2,486) 1,855 2,483
Investment securities, available for sale (amortized cost of $47 and $58) 47 66
Loans receivable, net 36,007 38,465
Mortgage-backed securities, held to maturity (market value of $35 and $26) 35 26
Premises and equipment, net 547 504
Federal Home Loan Bank stock 321 330
Interest receivable 301 328
Real estate 71 118
Prepaid expenses and other assets 130 118
---------- ----------
Total assets $ 47,992 $ 45,429
=========== ===========
Liabilities and Stockholders' Equity
Deposits $ 37,997 $ 36,061
Advance payments for taxes and insurance 38 31
Accrued expenses and other liabilities 361 127
Income taxes:
Current 58 -
Deferred 124 125
---------- ----------
Total liabilities 38,578 36,344
---------- ----------
Stockholders' equity:
Preferred stock ($.01 par value, 200,000
shares authorized; none outstanding) - -
Common stock ($.01 par value, 1,400,000 shares authorized;
780,275 shares issued; 579,664 outstanding at June 30, 1998,
and 538,716 at March 31, 1999) 8 8
Paid in capital 7,389 7,411
Retained earnings, substantially restricted 6,865 7,020
Accumulated other comprehensive income - 5
Treasury stock, at cost (200,611 shares at June 30, 1998 and
241,559 at March 31, 1999) (4,185) (4,797)
Unearned compensation:
Employee Stock Ownership Plan (392) (350)
Management Recognition Plan (271) (212)
---------- ----------
Total stockholders' equity 9,414 9,085
---------- ----------
Total liabilities and stockholders' equity $ 47,992 $ 45,429
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Income
(Unaudited)
(in thousands, except per share data)
For Three Months Ended For Nine Months Ended
March 31, March 31,
-------------------------------- --------------------------------
1998 1999 1998 1999
---- ---- ---- ----
Interest income:
Loans $ 760 $ 765 $ 2,268 $ 2,293
Mortgage-backed securities - 1 2 2
Investments 75 42 203 131
Interest earning deposits 54 37 181 149
------------ ------------ ------------ ------------
Total interest income 889 845 2,654 2,575
Interest expense:
Deposits 423 410 1,272 1,265
-------------- ------------ ------------ ------------
Net interest income 466 435 1,382 1,310
Provision for loan losses - - - -
------------ ------------ ------------ ------------
Net interest income after provision
for loan losses 466 435 1,382 1,310
------------ ------------ ------------ ------------
Noninterest income:
Loan fees and services 12 16 35 46
Other 23 14 55 47
------------ ------------ ------------ ------------
Total noninterest income 35 30 90 93
------------ ------------ ------------ ------------
Noninterest expenses:
Compensation and employee benefits 175 158 513 490
Net occupancy expense 23 25 69 76
Deposit insurance premiums 5 6 16 17
Data processing 24 19 63 55
Other 87 78 300 230
------------ ------------ ------------ ------------
Total noninterest expenses 314 286 961 868
------------ ------------ ------------ ------------
Income before income taxes 187 179 511 535
Income tax expense 65 70 200 209
------------ ------------ ------------ ------------
Net income $ 122 $ 109 $ 311 $ 326
============= ============= ============= =============
Net income per common share:
Basic $ .22 $.20 $.52 $.60
Diluted $ .22 $.20 $.51 $.60
============= ============= ============= ============
Weighted average common shares:
Basic 541 534 594 540
Diluted 559 536 612 547
The accompanying notes are an integral part of these consolidated financial
statements.
4
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
(Unaudited)
(in thousands, except share data)
Accumulated
Other
Common Paid-In Retained Comprehensive Treasury Unearned Compensation
=======================
Stock Capital Earnings Income Stock for ESOP for MRP Total
----- ------- -------- ------ ----- ------- ------- -----
Balance at June 30, 1997 $ 8 $ 7,321 $ 6,801 $ - $ (1,352) $ (452) $ (364) $ 11,962
Net income - - 408 - - - - 408
Cash dividends declared ($.64 per share) - - (344) - - - - (344)
ESOP and MRP compensation earned - 70 - - - 60 93 223
Exercise of stock options (360 shares) - (2) - - 7 - - 5
Treasury stock purchased (120,429 shares) - - - - (2,840) - - (2,840)
---- -------- --------- ----- ------- ------ ----- ----------
Balance at June 30, 1998 8 7,389 6,865 - (4,185) (392) (271) 9,414
Comprehensive income:
Net income - - 326 - - - -
Other comprehensive income:
Unrealized gain on securities available
for sale, net of taxes of $3 - - - 5 - - -
Total comprehensive income 331
Cash dividends declared ($.34 per share) - - (198) - - - - (198)
ESOP and MRP compensation earned - 26 27 - - 42 59 154
Stock Options exercised (480 shares) - (4) - - 10 - - 6
Treasury stock purchased (41,428 shares) - - - - (622) - - (622)
---- -------- --------- ----- ------- ------ ----- ----------
Balance at March 31, 1999 $ 8 7,411 7,020 $ 5 $ (4,797) (350) $ (212) $ 9,085
====== ======== ========= ======= ======= ====== ===== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
5
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
For Nine Months Ended
March 31,
-----------------------------------
1998 1999
----
Operating activities:
Net income $ 311 $ 326
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 41 46
Amortization of deposit premium 18 18
Accretion of discounts on investment securities (18) (6)
Amortization of unearned compensation 158 127
Net increase (decrease) in deferred loan fees (28) 6
(Increase) decrease in interest receivable 6 (27)
(Increase) decrease in prepaid expenses and other assets (21) 12
Decrease in income taxes payable (24) (57)
Increase (decrease) in accrued expenses and other liabilities 45 (49)
------------ ------------
Net cash provided by operating
activities 488 396
------------ ------------
Investing activities:
Net (increase) decrease in loans 373 (2,510)
Proceeds from sale of FHLB stock 108 -
Proceeds from maturities of
investment securities held to maturity 4,000 1,000
Purchase of investment securities held to maturity (5,000) (1,636)
Purchase of FHLB stock - (9)
Principal payments on mortgage-backed securities 9 9
Capitalized costs on real estate - (1)
Purchases of premises and equipment (48) (3)
------------ ------------
Net cash used by investing activities (558) (3,150)
------------ ------------
(continued)
6
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
For Nine Months Ended
March 31,
-----------------------------------
1998 1999
---- ----
Financing activities:
Net increase (decrease) in deposits $ 2,415 $ (1,954)
Decrease in advance payments for taxes and insurance (13) (7)
Stock options exercised 5 6
Purchase of treasury stock (2,840) (622)
Dividends paid (368) (356)
------------ ------------
Net cash used by financing activities (801) (2,933)
------------ ------------
Net decrease in cash and cash equivalents (871) (5,687)
Cash and cash equivalents at beginning of period 5,678 8,678
------------ ------------
Cash and cash equivalents at end of period $ 4,807 $ 2,991
============= =============
Supplemental disclosures of cash flow information: Cash paid during the period
for:
Interest $ 1,246 $ 1,298
============= =============
Noncash investing and financing activities:
Real estate acquired in satisfaction of
mortgage loans $ - $ 46
============= =============
Net unrealized gains on available for sale securities $ - $ 5
============= =============
The accompanying notes are an integral part of these consolidated financial
statements.
7
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
1. General
South Carolina Community Bancshares, Inc. (the "Company") was incorporated
under the laws of the State of Delaware for the purpose of becoming the
savings and loan holding company of Community Federal Savings Bank (the
"Savings Bank"). Both companies are headquartered in Winnsboro, South
Carolina. The Company is engaged primarily in the business of directing,
planning and coordinating the business activities of the Savings Bank. The
financial statements of the Savings Bank are presented on a consolidated
basis with those of the Company.
2. Basis of Preparation
The accompanying unaudited consolidated financial statements were prepared
in accordance with instructions for Form 10-QSB and therefore, do not
include all disclosures necessary for a complete presentation of the
consolidated balance sheets, consolidated statements of income,
consolidated statements of stockholders' equity, and consolidated
statements of cash flows in conformity with generally accepted accounting
principles. However, all adjustments which are in the opinion of management
necessary for the fair presentation of the interim financial statements
have been included. All such adjustments are of a normal recurring nature.
The statements of income for the three and nine month periods ended March
31, 1999, are not necessarily indicative of the results which may be
expected for the entire year.
It is suggested that these unaudited consolidated financial statements be
read in conjunction with the audited consolidated financial statements and
notes thereto for the Company for the year ended June 30, 1998, which are
included in the Form 10-KSB by reference (file no. 0-24476).
3. Earnings Per Share
Basic earnings per common share for all periods presented is computed by
dividing net income by the weighted average number of common shares
outstanding. Diluted earnings per common share is computed by dividing net
income by the weighted average number of common shares outstanding and
dilutive potential common shares, which include stock options. Dilutive
potential common shares are calculated using the treasury stock method.
8
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY Notes to Consolidated Financial Statements, Continued
4. Asset Quality
At March 31, 1999, the Company had total nonperforming loans (i.e., loans
which are contractually past due 90 days or more) of approximately
$1,149,000. Nonperforming loans were 2.96 % of total loans at March 31,
1999. Total nonperforming assets as a percent of total assets at March 31,
1999 were 2.79%. Nonperforming assets include the nonperforming loans of
$1,149,000 plus $118,000 of real estate owned.
9
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
General
The following discussion and analysis is intended to assist in understanding the
financial condition and the results of operations of the Company. References to
the "Company" include South Carolina Community Bancshares, Inc. and/or Community
Federal Savings Bank as appropriate.
Comparison of Financial Condition at June 30, 1998 and March 31, 1999
The Company's total consolidated assets decreased by approximately $2.6 million
or 5.3% from $48.0 million at June 30, 1998 to $45.4 million at March 31, 1999.
The decrease in assets for the period was primarily attributable to assets used
to repay a $2.4 million public deposit that was withdrawn during the period.
This deposit was short-term in nature.
The composition of the Company's balance sheet has not been materially affected
by market conditions between June 30, 1998 and March 31, 1999. Net loans
increased $2.5 million or 6.8% as a result of new loan originations exceeding
principal repayments and refinancing payoffs.
Consistent with its historical lending practices, the Company's loan portfolio
as of March 31, 1999 consisted primarily of fixed rate loans with maturities of
up to twenty-five (25) years. The Company also makes thirty (30) year loans.
Consequently, the Company is exposed to a high degree of interest rate risk in a
rising interest rate environment. The Company has historically accepted this
risk in light of its relatively high capital levels. See "Liquidity and Capital
Resources".
Deposits decreased $1.9 million or 5.1%, from $38.0 million at June 30, 1998 to
$36.1 million at March 31, 1999. The decrease in deposits was primarily
attributable to the withdrawal of a public deposit of $2.4 million offset by new
deposits.
Comparison of Results of Operations for the Three Months Ended March 31, 1998
and 1999
Net Income. Net income decreased $13,000 from $122,000 for the three months
ended March 31, 1998 to $109,000 for the three months ended March 31, 1999. The
return on average assets was 1.06% for the three months ended March 31, 1998
compared to .95 % for the three months ended March 31, 1999.
Net Interest Income. Net interest income decreased $31,000 or 6.7% from $466,000
for the three months ended March 31, 1998 to $435,000 for the three months ended
March 31, 1999. The decline in net interest income primarily reflects a decrease
in interest rate spread from 3.32% for three months ending March 31, 1998 to
3.11% for the three months ended March 31, 1999.
10
Interest Income. Total interest income decreased $44,000 from $889,000 for the
three months ended March 31, 1998 to $845,000 for the three months ended March
31, 1999. Interest on investments decreased $32,000 or 42.7% as the average
portfolio decreased by approximately $2.1 million. Interest on interest earning
deposits decreased $17,000 or 31.5% as the average portfolio decreased by
approximately $929,000. Average interest earning assets have been declining
primarily to provide funds for stock repurchases plans and new loan
originations.
Interest Expense. Interest expense decreased $13,000 from $423,000 for the three
months ended March 31, 1998 to $410,000 for the three months ended March 31,
1999. The decrease for the three months ending March 31, 1999 was primarily the
result a 14 basis point decrease in the cost of funds. The Savings Bank
continues to concentrate on attracting transactional accounts that carry a lower
cost of funds.
Provision for Loan Losses. The Company did not record any provision for loan
losses for either of the three month periods ended March 31. Historically,
management has emphasized the Company's loss experience over other factors in
establishing provisions for loan losses. However, management has reviewed the
allowance for loan losses in relation to the Company's composition of its loan
portfolio and observations of the general economic climate and loan loss
expectations. The ratio of the allowance to non-performing loans at March 31,
1999 was 25.5% and nonperforming loans to total loans were only 2.96%.
Non-Interest Income. Non-interest income decreased $5,000 for the three months
ending March 31, 1999 as compared to the same period in 1998.
Non-Interest Expense. Non-interest expense decreased by $28,000 or 8.9% from
$314,000 for the three months ending March 31, 1998 to $286,000 for 1999. The
decrease was the result of management's efforts to control operating expenses.
Compensation expense and employee benefits decreased $17,000 or 9.7%, due to the
lower expense recognized for ESOP compensation because of lower average stock
prices during the March 99 quarter compared to the same period in 1998.
Comparison of Results of Operations for the Nine Months Ended March 31, 1998 and
1999
Net Income. Net income increased $15,000 or 4.8% from $311,000 for the nine
months ended March 31, 1998 to $326,000 for the nine months ended March 31,
1999. The return on average assets was 0.90 % for the nine months ended March
31, 1998 compared to .95 % for the nine months ended March 31, 1999.
Net Interest Income. Net interest income decreased $72,000 or 5.2% from
$1,382,000 for the nine months ended March 31, 1998 to $1,310,000 for the nine
months ended March 31, 1999. The decline in net interest income primarily
reflects a decrease in average interest earning assets of approximately $414,000
compounded by an increase in average interest bearing liabilities of
approximately $906,000 or 2.6%. The interest rate spread also decreased from
3.11% for nine months ending March 31, 1998 to 3.09 % for the nine months ending
March 31, 1999.
11
Interest Income. Total interest income decreased $79,000 or 3.0% from $2,654,000
for the nine months ended March 31, 1998 to $2,575,000 for the nine months ended
March 31, 1999. Interest on loans increased $25,000, or 1.1%. Interest on
investments and interest earning deposits decreased in aggregate by $104,000 or
27.1%, as these average portfolios during the nine months ending March 31, 1999
were approximately $2.1 million less than the same period in 1998. Declines in
these average interest-earning assets have funded new loans and stock repurchase
plans.
Interest Expense. Interest expense decreased $7,000 from $1,272,000 for the nine
months ended March 31, 1998 to $1,265,000 for the nine months ended March 31,
1999. The decrease for the nine months ending March 31, 1999 was the result of a
15 basis point decrease in the average cost of funds offset by a $906,000
increase in the average deposits outstanding as compared to the same period in
1998.
Provision for Loan Losses. The Company did not record any provision for loan
losses for either of the nine month periods ended March 31. Historically,
management has emphasized the Company's loss experience over other factors in
establishing provisions for loan losses. However, management has reviewed the
allowance for loan losses in relation to the Company's composition of its loan
portfolio and observations of the general economic climate and loan loss
expectations.
Non-Interest Income. This income was $90,000 for the nine months ending March
31, 1998 and $93,000 for the same period in 1999. Management continues to
concentrate on generating additional fee income.
Non-Interest Expense. Non-interest expense decreased by $93,000 or 9.7% from
$961,000 for the nine months ending March 31, 1998 to $868,000 for 1999.
Expenses associated with the expanded bank facilities, products and general
operations have stabilized. Management is continuing its efforts to control
operating expenses. Compensation expense and employee benefits decreased $23,000
or 4.5%, due to the lower expense recognized for ESOP compensation because of
lower average stock prices during the comparable periods.
Liquidity and Capital Resources. The Company's primary sources of funds are new
deposits, investment maturities and proceeds from principal and interest
payments on loans. While maturities of investments and scheduled amortization of
loans are a predictable source of funds, deposit flows and mortgage prepayments
are greatly influenced by general interest rates, economic conditions and
competition. The Company's primary investing activity is loan originations. The
Company maintains liquidity levels adequat to fund loan commitments, investment
opportunities, deposit withdrawals and other financial commitments. At March 31,
1999 commitments to fund new loans were approximately $764,000 and unfunded
loans in process were approximately $350,000.
At March 31, 1999, there were no material commitments for capital expenditures.
At March 31, 1999, management had no knowledge of any trends, events or
uncertainties that will have or are reasonably likely to have material effects
on the liquidity, capital resources or operations of the Company. Further at
March 31, 1999, management was not aware of any current recommendations by the
regulatory authorities, which, if implemented, would have such an effect.
12
The Savings Bank exceeded all of its capital requirements at March 31, 1999. The
Savings Bank had the following capital ratios at March 31, 1999 and was
categorized as "well capitalized" under the Prompt Corrective Action regulations
adopted by the OTS pursuant to the Federal Deposit Insurance Corporation
Improvement Act of 1991.
For Capital Categorized as
Actual Adequacy Purposes "Well Capitalized"(1)
------------------------- ------------------------- -------------------------
Amount Ratio Amount Ratio Amount Ratio
------------- ------------ ------------- ------------ ------------ ---------
As of March 31, 1999:
Adjusted total Capital
(To risk weighted assets) $ 8,119 33.8% $ 1,920 8.0% $ 2,401 10.0%
Tier I Capital
(To risk weighted assets) $ 7,827 32.6% $ 960 4.0% $ 1,440 6.0%
Tier I Capital
(To total assets) $ 7,827 17.6% $ 1,782 4.0% $ 2,228 5.0%
(1) As categorized under the Prompt Corrective Action Provisions.
Year 2000 Issues. The Company has formulated a Year 2000 Compliance Plan to
address the Year 2000 issue. The phases identified under the plan are awareness,
assessment, renovation, validation and implementation. The purpose of the plan
is to outline the procedures necessary for assuring that the Company is in a
state of readiness for the century date change. Substantially all of the
Company's material data processing functions are provided by a third party
service bureau. The service bureau has advised th Company in writing that it is
Year 2000 compliant. The Company has received certifications of compliance from
approximately 90% of its other software vendors. Company personnel have
completed testing on all computer hardware and software with minimal failures
being detected. The Company is making written and oral inquiries of customers,
suppliers and non-information technology providers as to their year 2000
readiness. Testing to date indicates very little hard cost of remediation in
management's opinion, with the primary cost of the Company's Year 2000
compliance being staff time during the assessment, testing and implementation
stages. As of March 31, 1999, the Company has incurred approximately $5,000 in
expenses toward remediating the Year 2000 issue.
Based on the results of further system testing and results of written and oral
inquiries, the Company will continue to develop its contingency plan to provide
solutions to the Year 2000 issue. This contingency plan will be designed to
prepare an operating alternative in the event that systems do not perform as
planned either before or after the century date change. The Company has a
reasonable basis to conclude that the Year 2000 issue will not materially affect
future financial results, or cause reported financial information not to be
necessarily indicative of future operating results or future financial
condition. Successful implementation of this plan is expected to mitigate any
extraordinary expenses related to the Year 2000 issue. However, no assurance can
be given that the Year 2000 compliance plan will be completed successfully by
the Year 2000.
13
Successful and timely completion of the Year 2000 project is based on
management's best estimates derived from various assumptions of future events.
These events are inherently uncertain, including the progress and results of
vendors, suppliers and customers Year 2000 readiness.
14
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company and any subsidiary may be a party to various
legal proceedings incident to its or their business. At March 31, 1999,
there were no legal proceedings to which the Company or any subsidiary was
a party, or to which of any of their property was subject, which were
expected by management to result in a material loss.
Item 2. Changes in Securities
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
27 Financial Data Schedule
No reports on Form 8-K were filed during the quarter ended March 31, 1999.
15
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.
South Carolina Community Bancshares, Inc.
Date: May 14, 1999 By \s\Alan W. Pullen
-------------------------- ------------------------------
Alan W. Pullen
(President and Chief Executive
Officer)
South Carolina Community Bancshares, Inc.
Date: May 14, 1999 By \s\Terri Robinson
-------------------------- ------------------------------
Terri Robinson
(Chief Financial Officer)
16