U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 September 30, 2003
( ) 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 0-24037
FIRST KANSAS FINANCIAL CORPORATION
------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Kansas 48-1198888
- -------------------------------- -------------------------------------
(State or other Jurisdiction of I.R.S. Employer Identification Number
incorporation or organization)
600 Main Street, Osawatomie, Kansas 66064
- ---------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (913) 755-3033
---------------
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 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
------ ------
State the number of shares outstanding of each of the issuer's classes
of common equity as of the latest practicable date:
As of November 14, 2003, there were 908,245 shares of the Registrant's
common stock, par value $0.10 per share, outstanding. The Registrant has no
other classes of common equity outstanding.
Transitional Small Business Disclosure Format (Check one) :
Yes X No
------ ------
FIRST KANSAS FINANCIAL CORPORATION
OSAWATOMIE, KANSAS
TABLE OF CONTENTS
PAGE
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - as of September 30, 2003 (Unaudited)
and December 31, 2002 2
Consolidated Statements of Earnings - (Unaudited) for
the three and nine months ended September 30, 2003 and 2002 3
Consolidated Statements of Cash Flows - (Unaudited) for
the nine months ended September 30, 2003 and 2002 4
Notes to Unaudited Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial 9
Condition and Results of Operations
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities and Use of Proceeds 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS
Consolidated Balance Sheets
(In thousands)
- ---------------------------------------------------------------------------------------------------------------------
September 30, December 31,
2003 2002
Assets (unaudited)
- ---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents $ 11,005 9,558
Investment securities available-for-sale, at fair value 11,790 14,181
Mortgage-backed securities available-for-sale, at fair value 41,916 39,357
Mortgage-backed securities held-to-maturity 11,214 21,548
(approximate fair value of $11,549 and $22,187, respectively)
Loans receivable, net 69,046 57,896
Stock in Federal Home Loan Bank (FHLB) of Topeka, at cost 2,650 2,650
Premises and equipment, net 1,918 2,104
Real estate held for development 347 347
Accrued interest receivable, prepaid expenses and other assets 2,528 2,491
- ---------------------------------------------------------------------------------------------------------------------
Total assets $ 152,414 150,132
=====================================================================================================================
Liabilities and Stockholders' Equity
- ---------------------------------------------------------------------------------------------------------------------
Liabilities:
Deposits $ 83,614 81,954
Advances from borrowers for property taxes and insurance 540 189
Borrowings from FHLB of Topeka 50,000 50,000
Accrued interest payable and other liabilities 2,048 1,150
- ---------------------------------------------------------------------------------------------------------------------
Total liabilities 136,202 133,293
- ---------------------------------------------------------------------------------------------------------------------
Stockholders' equity:
Common stock, $.10 par value, 8,000,000 shares authorized, 1,553,938
shares issued 155 155
Additional paid-in capital 15,029 14,964
Retained earnings 9,727 10,067
Treasury stock (645,693 and 642,335 shares, respectively, at cost) (8,033) (7,983)
Unearned compensation (736) (913)
Accumulated other comprehensive income 70 549
- ---------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 16,212 16,839
Commitments
- ---------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 152,414 150,132
=====================================================================================================================
See accompanying notes to unaudited consolidated financial statements.
2
FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS
Consolidated Statements of Earnings
(Unaudited)
(In thousands except per share data)
- -------------------------------------------------------------------------------------------------------------------------------
For the three months For the nine months
ended September 30, ended September 30,
-------------------- -------------------
2003 2002 2003 2002
- -------------------------------------------------------------------------------------------------------------------------------
Interest income:
Loans $ 940 1,038 2,870 3,218
Investment securities 115 167 370 482
Mortgage-backed securities 457 801 1,709 2,439
Interest-bearing deposits 18 23 54 81
Dividends on FHLB stock 24 32 70 96
- -------------------------------------------------------------------------------------------------------------------------------
Total interest income 1,554 2,061 5,073 6,316
Interest expense:
Deposits 368 584 1,244 1,950
Borrowings 686 686 2,037 2,037
- -------------------------------------------------------------------------------------------------------------------------------
Total interest expense 1,054 1,270 3,281 3,987
Net interest income 500 791 1,792 2,329
Provision for loan losses - - - -
- -------------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses 500 791 1,792 2,329
- -------------------------------------------------------------------------------------------------------------------------------
Noninterest income:
Deposit account service fees 293 309 857 837
Gain on sale of loan 1 - 1 -
Gain on sale of investment securities available-for-sale - 19 55 40
Other 68 73 176 181
- -------------------------------------------------------------------------------------------------------------------------------
Total noninterest income 362 401 1,089 1,058
- -------------------------------------------------------------------------------------------------------------------------------
Noninterest expense:
Compensation and benefits 1,024 460 1,974 1,352
Occupancy and equipment 128 137 382 378
Federal deposit insurance premiums and assessments 15 14 45 44
Data processing 56 55 170 176
Amortization of premium on deposits assumed - 16 - 46
Advertising 28 32 90 90
Other 161 162 516 494
- -------------------------------------------------------------------------------------------------------------------------------
Total noninterest expense 1,412 876 3,177 2,580
- -------------------------------------------------------------------------------------------------------------------------------
Earnings (loss) before income tax expense (550) 316 (296) 807
Income tax expense (benefit) (166) 91 (93) 241
- -------------------------------------------------------------------------------------------------------------------------------
Net earnings (loss) $ (384) 225 (203) 566
=========== =========== =========== ==========
Net earnings (loss) per share:
Basic $ (0.45) 0.27 (0.24) 0.66
Diluted (0.45) 0.26 (0.24) 0.64
See accompanying notes to unaudited consolidated financial statements.
3
FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS
Consolidated Statements of Cash Flows For the nine months ended September 30, 2003 and 2002
(Unaudited)
(In thousands)
- -------------------------------------------------------------------------------------------------------------------
2003 2002
- -------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net earnings (loss) $ (203) 566
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Depreciation 202 200
Amortization of premium on deposits assumed - 46
Amortization of loan fees 4 8
Accretion of discounts and amortization of premiums on
investment and mortgage-backed securities, net 599 338
Gain on sale of investment securities available-for-sale (55) (40)
Gain on sale of loan, net (1) -
Proceeds from sale of loan 121 -
Originations of loans for sale (120) -
Loss on sale of REO - 1
Increase in accrued interest receivable, prepaids and other assets (37) (19)
Increase in accrued interest payable and other liabilities 1,216 922
Impairment of real estate held for development - 10
Amortization of RSP shares and allocation of ESOP shares 177 177
- -------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 1,903 2,209
- -------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Decrease in loans 3,917 7,708
Loans purchased (15,071) (5,856)
Maturities of investment securities available-for-sale 2,537 4,147
Paydowns and maturities of mortgage-backed securities available-for-sale 23,261 13,365
Paydowns and maturities of mortgage-backed securities held-to-maturity 10,192 5,103
Proceeds from sale of mortgage-backed securities available-for-sale - 355
Proceeds from sale of investment securities available-for-sale 1,055 538
Purchases of mortgage-backed securities held-to-maturity - (7,858)
Purchases of mortgage-backed securities available-for-sale (26,860) (10,157)
Purchases of investment securities available-for-sale (1,295) (5,455)
Investments in cash surrender value of bank owned life insurance - (750)
Proceeds from sale of REO - 14
Additions of premises and equipment, net (16) (45)
- -------------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by investing activities $ (2,280) 1,109
- -------------------------------------------------------------------------------------------------------------------
(Continued)
4
FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS
Consolidated Statements of Cash Flows, Continued
(Unaudited)
(In thousands)
- -------------------------------------------------------------------------------------------------------------------
2003 2002
- -------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Net increase (decrease) in deposits $ 1,660 (2,833)
Net increase in advances from borrowers for taxes and insurance 351 266
Purchases of common stock for the treasury (50) (1,601)
Dividends paid (137) (137)
- -------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 1,824 (4,305)
- -------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 1,447 (987)
Cash and cash equivalents at beginning of period 9,558 10,694
- -------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 11,005 9,707
===================================================================================================================
See accompanying notes to unaudited consolidated financial statements.
5
FIRST KANSAS FINANCIAL CORPORATION
OSAWATOMIE, KANSAS
Notes to Unaudited Consolidated Financial Statements
September 30, 2003 and 2002
(1) Basis of presentation
The accompanying consolidated financial statements have been prepared in
accordance with the instructions for Form 10-QSB. The consolidated
financial statements should be read in conjunction with the audited
financial statements included in the Company's Annual Report on Form
10-KSB for fiscal year ended December 31, 2002.
The consolidated financial statements include the accounts of First
Kansas Financial Corporation and its wholly-owned subsidiary, First
Kansas Federal Savings Bank (the "Bank" and, collectively, the
"Company"). Intercompany balances and transactions have been eliminated.
The December 31, 2002 consolidated balance sheet has been derived from
the audited consolidated financial statements as of that date. In the
opinion of management, all adjustments, including normal recurring
accruals, considered necessary for a fair presentation of financial
statements have been reflected herein. The results of the interim period
ended September 30, 2003 are not necessarily indicative of the results
expected for the year ending December 31, 2003 or for any other period.
(2) Earnings Per Common Share
Basic earnings per share excludes dilution and is computed by dividing
income available to common stockholders by the weighted average number
of common shares outstanding during the period. Common shares issued to
the employee stock ownership plan are not included in the computation
until they are allocated to plan participants. Diluted earnings per
share includes the effect of potential dilutive common shares
outstanding during the period. As a result of the net losses in the
three and nine months ended September 30, 2003, the potential issuances
of common stock for dilutive options were considered antidilutive and
therefore not included in the calculation of diluted earnings (loss) per
share.
The following schedule sets forth the computation of basic and diluted
earnings per share:
For the three months For the nine months
ended September 30, ended September 30,
2003 2002 2003 2002
---- ---- ---- ----
Basic weighted average shares 848,151 839,077 845,661 851,775
Dilutive effect of stock options 49,673 25,323 45,766 28,213
------- ------- ------- -------
Diluted weighted average shares 897,824 864,400 891,427 879,988
------- ------- ------- -------
6
FIRST KANSAS FINANCIAL CORPORATION
OSAWATOMIE, KANSAS
Notes to Unaudited Consolidated Financial Statements
September 30, 2003 and 2002
The Company accounts for employee options under the intrinsic-value
method prescribed by Accounting Principles Board Opinion No. 25
"Accounting for Stock Issued to Employees" with pro forma disclosures of
net earnings and earnings per share, as if the fair value method of
accounting defined in SFAS No. 123 "Accounting for Stock Based
Compensation" had been applied. SFAS No. 123 establishes a fair value
based method of accounting for stock based employee compensation plans.
Under the fair value method, compensation cost is measured at the grant
date based on the value of the award and is recognized over the service
period, which is the grant date based on the value of the award and is
recognized over the service period, which is usually the vesting period.
Under SFAS No. 123, our net income per share would have decreased as
reflected in the following pro forma amounts (in thousands, except per
share amounts):
For the three months ended
September 30, September 30,
2003 2002
-------- --------
Net earnings (loss) as reported $ (384) $ 225
Deduct: Total stock based employee
compensation expense determined
under fair value based method for
all awards, net of related tax effects 11 11
-------- --------
Pro forma net earnings $ (395) $ 214
-------- --------
Earnings per share:
Basic-as reported $ (0.45) $ 0.27
Basic-pro forma (0.47) 0.26
Diluted-as reported (0.45) 0.26
Diluted-pro forma (0.44) 0.25
For the nine months ended
September 30, September 30,
2003 2002
-------- --------
Net Earnings as reported $ (203) $ 566
Deduct: Total stock based employee
compensation expense determined
under fair value based method for
all awards, net of related tax effects 11 11
-------- --------
Pro forma net earnings $ (214) $ 555
-------- --------
Earnings per share:
Basic-as reported $ (0.24) $ 0.66
Basic-pro forma (0.25) 0.66
Diluted-as reported (0.24) 0.64
Diluted-pro forma (0.23) 0.64
7
FIRST KANSAS FINANCIAL CORPORATION
OSAWATOMIE, KANSAS
Notes to Unaudited Consolidated Financial Statements
September 30, 2003 and 2002
(3) Total Comprehensive Income
Total comprehensive income is as follows:
Three months Nine months
ended September 30, ended September 30,
2003 2002 2003 2002
----- ----- ----- -----
Net earnings (loss) $(384) 225 (203) 566
Reclassification adjustment
for gain included in net
earnings, net of income tax - - (36) (14)
Other comprehensive
income-change
in unrealized gain
or loss on available-for-
sale securities, net of
income tax (482) 222 (443) 621
----- ----- ----- -----
Total comprehensive
income (loss) $(866) 447 (682) 1173
===== ===== ===== =====
- -----------------
(4) Benefit Plan
The Company participates in a multi-employer, noncontributory defined
benefit pension plan which covers all employees who have met eligibility
requirements. The multi-employer plan does not provide information at
the single employer level and the Company does not make disclosure
similar to those of single employer plans. Qualified part-time and full
time employees over the age of twenty-one are eligible for participation
after one year of service.
As a result of the increasing cost to the Company, effective September
30, 2003, the Company elected to withdraw from the multi-employer
pension plan. In connection with the withdrawal, the Company recorded a
liability of $550,000, which represents the Company's estimate of the
final payment to the plan to satisfy their funding requirements.
8
FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIDARY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General. First Kansas Financial Corporation (the Company) was formed on February
9, 1998, to become the holding company for First Kansas Federal Savings
Association (the Bank) in the conversion of the Bank from a federal mutual
savings association to a federal stock savings bank (the "Conversion"). The
Conversion to a federal stock savings bank was completed on June 25, 1998, and
the Bank now operates as the First Kansas Federal Savings Bank, which accounts
for virtually all of the Company's business.
The Company's results of operations depend primarily on net interest income,
which is the difference between interest income from interest-earning assets and
interest expense from interest-bearing liabilities. The Company's operations are
also affected by noninterest income, such as service charges, loan fees and
gains and losses from the sale of securities and newly originated loans. The
Company's principal operating expenses, aside from interest expense, consist of
compensation and employee benefits, occupancy costs, provisions for loan losses
and general and administration expenses.
Net earnings for the first three quarters of 2003 decreased $769,000, or 135.9%,
as compared to the same period in 2002. Net earnings for the third quarter of
2003 decreased $609,000, or 270.7%, as compared to the third quarter of 2002.
Net interest income decreased $537,000 for the third quarter of 2003 compared to
the same period in 2002 and decreased $291,000 for the third quarter of 2003
compared to the same period in 2002 primarily due to accelerated repayments of
loans and securities in a declining rate environment partially offset by
declining interest rates paid on the deposit portfolio. The decrease in net
earnings for the first three quarters of 2003 was a direct result of the
decrease of net interest income discussed above as well as a $550,000
anticipated expense to fund the Company's withdrawal from its defined benefit
program effective September 30, 2003. This decrease was partially offset by an
increase in gain on sale of investments plus additional revenue generated by
deposit account service fees.
Interest Income. Interest income decreased $1.2 million, or 19.7%, to $5.1
million during the first nine months of 2003. Interest income decreased
$507,000, or 24.6%, for the third quarter of 2003 compared to the same period in
2002. These decreases resulted from the general decline in interest rates in all
portfolios.
Interest Expense. Interest expense decreased $706,000, or 17.7%, to $3.3 million
during the first three quarters of 2003. Interest expense decreased $216,000, or
17.0%, for the third quarter of 2003 compared to the same period in 2002.
Interest expense on deposits decreased due to a decline in market interest rates
partially offset by $1.7 million in deposits. Interest expense on FHLB advances
was identical for the periods involved.
Provision for Loan Losses. The allowance for losses at September 30, 2003 was
$263,000, or .38% of total loans receivable, slightly less than the reserve
percentage of .45% at December 31, 2002. This is a direct reflection of an
increase in loans outstandings.
Noninterest income. Noninterest income increased $31,000, or 2.9%, to $1.1
million for the first three quarters of 2003. Noninterest income decreased
$39,000, or 9.7%, for the third quarter of 2003 compared to the same period of
2002. The increase in the first three quarters of the year was caused by
increases in the deposit account service fee income and gain on sale of
investments available-for-sale. The decrease in the third quarter was due to a
decrease in deposit account service fees and the absence of a gain on sale on
investments in the third quarter of 2003 compared to a gain registered in the
third quarter of 2002.
9
Noninterest expense. Noninterest expense increased $597,000, or 23.1%, to $3.2
million for the first three quarters of 2003. Noninterest expense increased
$536,000, or 61.2%, for the third quarter of 2003 compared to the same period in
2002. The increases were primarily attributable to the expense associated with
the withdrawal from the defined benefit program, as mentioned above.
Income Tax Expense. Income tax expense decreased in the three quarters of 2003
compared to the first three quarters of 2002. Effective tax rates for the three
and nine month periods ended September 30, 2003 were (30.2%) and (31.4%)
compared to effective rates of 28.8% and 29.9% in the prior periods.
Asset Distribution. The Company's assets grew from $150.1 million at December
31, 2002 to $152.4 million at September 30, 2003. The Company's primary ongoing
sources of funds are deposits, FHLB advances and proceeds from principal and
interest payments on loans and mortgage backed securities. While maturities 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.
During the first three quarters of 2003, gross loan purchases and originations
totaled $26.4 million compared to $11.8 million for the same period in 2002. The
Company purchased loans of $15.1 million during the first three quarters of 2003
compared to $5.8 million for the same period of 2002. In the first nine months
of 2003, the Company purchased $28.8 million in mortgage-backed and investment
securities compared to $23.5 million for the same period of 2002. Gross consumer
and commercial loans originated were $1.9 million during the first three
quarters of 2003 compared to $2.9 million in the same period of 2002.
Liquidity Distribution. Deposits increased $1.7 million from December 31, 2002
to September 30, 2003 primarily due to increases in transaction accounts and
statement savings, partially offset by reduction in the certificate of deposit
portfolio. FHLB advances remained unchanged from December 31, 2002.
Capital. At September 30, 2003, the Bank had a Tier 1 capital ratio of 9.91% and
a risk based capital ratio of 26.71%. As shown by the following table, the
Bank's capital exceeded the minimum capital requirement: (Dollars in thousands)
September 30, 2003 December 31, 2002
------------------ ------------------
Amount Percent Required Amount Percent
------ ------- -------- ------ -------
Tier I Capital $15,061 9.91% 4.00% $15,090 10.13%
Risk Based Capital 15,307 26.71% 8.00% 15,333 29.03%
Savings associations and their holding companies are generally expected to
operate at or above the minimum capital requirements and the above ratios are
well in excess of regulatory minimums.
Cautionary Statement. This Quarterly Report on Form 10-QSB contains or may
contain forward-looking statements with respect to the financial condition,
results of operations, plans, objectives, future performance and business of the
Company, including statements preceded by, followed by or that include
10
the words, "believes", "expects", "anticipates" or similar expressions. These
forward-looking statements involve certain risks and uncertainties and may
relate to future operating results of the company. Factors that may cause actual
results to differ materially from those contemplated by such forward-looking
statements include, among others, the following possibilities: (1) a significant
increase in competitive pressures among depository and other financial
institutions; (2) changes in the interest rate environment resulting in reduced
margins; (3) general economic or business conditions, either nationally or in
the states in which the Company will be doing business, being less favorable
than expected, resulting in, among other things, a deterioration in credit
quality or a reduced demand for credit; (4) legislative or regulatory changes
adversely affecting the businesses in which the Company will be engaged; (5)
changes in the securities markets; and (6) changes in the banking industry
including the effects of consolidation resulting from possible mergers of
financial institutions
Item 3. Controls and Procedures
-----------------------
(a) Evaluation of disclosure controls and procedures. Based on
their evaluation of the Company's disclosure controls and
procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act")), the
Company's principal executive officer and principal
financial officer have concluded that as of the end of the
period covered by this Quarterly Report on Form 10-QSB such
disclosure controls and procedures are effective to ensure
that information required to be disclosed by the Company in
reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission
rules and forms
(b) Changes in internal control over financial reporting. During
the quarter under report, there was no change in the
Company's internal control over financial reporting that has
materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial
reporting.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
From time to time, the Company and its subsidiaries may be a
party to various legal proceedings incident to its or their
business. At September 30, 2003, there were no legal
proceedings to which the Company or any subsidiary was a
party, or to which any of their property was subject, which
were expected by management to result in a material loss.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
Not Applicable
Item 3. Defaults Upon Senior Securities
-------------------------------
None
11
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) Exhibits
31 Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32 Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) There were no current reports on Form 8-K filed during the
quarter ended September 30, 2003.
12
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.
FIRST KANSAS FINANCIAL CORPORATION
Date: November 14, 2003 By: /s/Larry V. Bailey
----------------------------------------
Larry V. Bailey, President
Date: November 14, 2003 By: /s/James J. Casaert
----------------------------------------
James J. Casaert
Vice President and Treasurer
(Principal Accounting Officer)
13