UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-Q
(Mark One)
( x ) Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Period Ended March 31, 1997.
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( ) Transition Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition Period from ___ to ___.
Commission File Number: 0-18284
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HOMECORP, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 36-3680814
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(State of Other Jurisdiction of I.R.S. Employer
Incorporation or Organization) Identification Number
1107 East State Street, Rockford, IL 61104-2259
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(Address of Principal Executive Offices) (ZIP Code)
815-987-2200
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(Issuer's Telephone Number, including Area Code)
Check whether the issuer (1) has 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.
Yes x No
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As of MARCH 31, 1997 there were 1,128,779 issued and outstanding shares of the
Issuer's Common Stock.
HOMECORP, INC.
AND SUBSIDIARY
INDEX
Page
Part I. Financial Information
Item 1. Financial Statements
Balance Sheets as of March 31, 1997
(unaudited) and December 31, 1996 1
Statements of Earnings
(unaudited) for the three months
ended March 31, 1997 and 1996 2
Statements of Cash Flows
(unaudited) for the three months
ended March 31, 1997 and 1996 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation 7
Part II. Other Information
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures
CONSOLIDATED BALANCE SHEETS (UNAUDITED) HOMECORP, INC.
(IN THOUSANDS) AND SUBSIDIARY
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March 31, December 31,
1997 1996
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ASSETS:
Cash and cash equivalents:
Cash and non-interest bearing deposits $ 14,815 $ 13,959
Interest bearing deposits 128 181
Federal funds sold - 2,390
Total cash and cash equivalents 14,943 14,140
Securities available for sale, at fair
value 12,717 12,497
Investment securities (approximate market
value of $5,456 in 1997 and $5,471 in 1996) 5,502 5,502
Mortgage-backed securities (approximate
market value of $17,889 in 1997 and $18,577
in 1996) 18,038 18,859
Federal Home Loan Bank Stock, at cost 2,079 2,079
Loans receivable, net 259,847 259,140
Mortgage loans held for sale 1,754 1,872
Real estate acquired in settlement of loans 9,711 9,648
Investment in real estate developments 5,062 5,095
Premises and equipment 3,767 3,869
Other assets, principally accrued interest 3,027 3,123
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Total Assets $336,447 $335,824
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LIABILITIES:
Deposits $310,584 $311,754
Advance payments by borrowers for taxes
and insurance 1,940 1,330
Other liabilities 2,727 1,882
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Total Liabilities $315,251 $314,966
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SHAREHOLDERS' EQUITY:
Preferred stock-Par Value $0.1; 1,000,000
share authorized; none outstanding - -
Common stock-Par Value $.01; 5,000,000
shares authorized;
1,128,779 shares issued and outstanding
for 1997 and 1996. 11 11
Paid-in capital 6,493 6,493
Retained earnings 14,717 14,332
Unrealized gain (loss) on securities
available for sale net of taxes (25) 22
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Total Shareholders' Equity $ 21,196 $ 20,858
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Total Liabilities and Shareholders' Equity $336,447 $335,824
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CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) HOMECORP, INC.
(IN THOUSANDS, EXCEPT PER SHARE DATA) AND SUBSIDIARY
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Three Months Ended
March 31,
1997 1996
---- ----
INTEREST INCOME:
Loans receivable $5,331 $5,304
Mortgage-backed securities 280 329
Securities available for sale 208 134
Investment securities and other 214 206
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Total interest income 6,033 5,973
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INTEREST EXPENSE:
Deposits 3,634 3,707
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Total interest expense 3,634 3,707
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Net interest income 2,399 2,266
Provision for loan losses 75 115
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Net interest income after
provision for loan losses 2,324 2,151
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NON-INTEREST INCOME:
Fees and service charges 470 397
Gain (loss) on sale of:
Loans receivable 81 338
Securities available for sale (9) -
Income from real estate developments 61 -
Operations of real estate owned 120 115
Other 68 33
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Total non-interest income 791 883
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NON-INTEREST EXPENSE:
Compensation and benefits 1,335 1,258
Office occupancy and equipment 326 314
Data processing 219 219
Federal deposit insurance premium 86 202
Other 491 451
2,457 2,444
Provision for loss on foreclosed real estate 35 -
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Total non-interest expense 2,492 2,444
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Income before income taxes 623 590
Income taxes 238 234
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Net income $ 385 $ 356
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Earnings per common and common equivalent share $0.32 $0.30
====== ======
CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
(IN THOUSANDS) HOMECORP, INC.
AND SUBSIDIARY
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Three Months Ended
March 31,
1997 1996
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Cash flows from operating activities:
Net income $ 385 $ 355
Adjustment to reconcile net income to
net cash (used in) operating activities:
Amortization of:
Premiums and discounts on loans, and
mortgage-backed and investment securities 13 26
Net (income)/loss from real estate developments (61) 1
Provision for loan losses 75 115
Provision for loss on foreclosed real estate 35 -
Net (gain) loss on sale of:
Loans receivable (81) (338)
Securities available for sale 9 -
Depreciation and amortization of premises and equipment 114 118
Decrease (Increase) in loans held for sale 119 (557)
Increase (Decrease) cash flows due to changes in:
Accrued interest and other assets 95 (293)
Deferred taxes and other liabilities 845 115
Total adjustments 1,163 (813)
Net cash provided by (used in) operating activities 1,548 (458)
Cash flows from investing activities:
Loan originations, net of principal payments on loans (768) 2,594
Purchases of:
Securities available for sale (2,006) (3,000)
Investment securities (500) -
Certificates of deposit - (6,000)
Premises and equipment (11) (64)
Investment in foreclosed real estate 6 (46)
Investment in real estate developments (117) (298)
Principal payments on mortgage-backed securities 797 1,012
Principal repayments of securities available for sale 197 352
Proceeds from sales of:
Securities available for sale 506 -
Foreclosed real estate - 61
Proceeds from maturities of:
Certificates of deposit - 3,000
Investment securities 500 1,000
Securities available for sale 1,000 1,986
Redemption of investments required by law - 172
Distributions of income on real estate partnerships 211 133
Net cash provided by investing activities (185) 902
Cash flows from financing activities:
Net increase (decrease) in deposits (1,170) 2,641
Net increase (decrease) in advance payments by borrowers
for taxes and insurance 610 653
Net cash used in financing activities (560) 3,294
Net increase (decrease) in cash and cash equivalents 803 3,738
Cash and cash equivalents at beginning of year 14,140 10,412
Cash and cash equivalents at end of year 14,943 14,150
Supplemental disclosures of cash flow information
payment during the period for:
Interest 3,501 3,532
Taxes - 240
HOMECORP, INC.
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) MANAGEMENT'S STATEMENT
In the opinion of management the accompanying unaudited financial
statements contain all adjustments (all of which are normal and recurring
in nature) necessary to present fairly the financial position of HomeCorp,
Inc. and Subsidiary (the Company) at March 31, 1997 and December 31, 1996
and the results of operations and cash flows for the three month periods
ended March 31, 1997 and 1996. The Notes to the Consolidated Financial
Statements which are contained in the 1996 Annual Report to Shareholders
and incorporated by reference into the 1996 Form 10-K should be read in
conjunction with these Consolidated Financial Statements.
(2) LOANS RECEIVABLE
Following is a summary of loans receivable for the dates indicated:
March 31, Dec.31,
(In Thousands) 1997 1996
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Conventional first mortgage loans $166,017 $168,848
Short-term construction and land loans 16,211 15,243
Commercial business loans 6,684 6,243
Auto and boat loans 54,283 53,325
Home equity and improvement loans 22,012 21,168
Other consumer loans 1,094 1,298
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Total loans receivable, gross $266,301 $266,125
Less:
Loans in process 5,071 5,639
Deferred loan origination costs (436) (446)
Unearned discount, principally on
loans purchased 194 210
Allowance for possible loan losses 1,625 1,582
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Total loans receivable net $259,847 $259,140
======== ========
Adjustable rate loans totaled $103.7 million and $100.9 million at March
31, 1997 and December 31, 1996, respectively. The Bank serviced first
mortgage loans for other institutions approximating $163.9 million and
$162.9 million at March 31, 1997 and December 31, 1996, respectively.
The following summarizes activity in the allowance for loan losses for the
three month periods indicated:
Three Months Ended
March 31, March 31,
(In Thousands) 1997 1996
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Balance at beginning of period $ 1,582 $ 1,175
Charge-offs (32) (21)
Recoveries - 2
Provision for possible loan losses 75 115
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Balance at end of year $ 1,625 $ 1,271
======== ========
Total impaired loans at March 31, 1997 were $2.9 million.
In addition to residential and commercial mortgage loans and consumer loans
90 days or more delinquent, which totaled $2.7 million, the Bank identified
as impaired one loan totaling $192,000 to a borrower who also had a
commercial real estate loan that was greater than 90 days delinquent as of
March 31, 1997. The $192,000 loan was current at March 31, 1997. Total
indebtedness of this borrower was $966,000 at March 31, 1997. The
indebtedness is secured by a commercial building located in Boone County,
Illinois which is being leased to retail businesses. The building was
approximately 33% leased at March 31, 1997. HomeBanc recently initiated
foreclosure based upon a recent slowing of the lease- up process. A reserve
of $45,000 had been established for this borrower at December 31, 1995.
Included in impaired loans were two participating interests totaling $1.4
million at March 31, 1997 that were ninety days delinquent but which
continued on an accrual basis. The participating interests represent
interests in loans to a single borrower who has filed for bankruptcy
protection under Chapter 11 and are secured by multi-family properties
located in Southern Wisconsin. The cash flow from both properties is
currently being diverted to a bankruptcy trustee for distribution. Payments
were received during the first quarter that maintained the loans at an
approximate 90 day delinquent status. It is anticipated that additional
funds will be released to the participating banks as senior secured
creditors and that such funds will return the loans to a current status and
maintain scheduled payments. Based upon the current and historical lease
performance of the buildings, their current physical condition and the
economic condition of the area in which the buildings are located, accrual
status was considered appropriate.
A total of $36,000 in interest income was recognized during the first three
months of 1997 on impaired loans. A total of $31,000 was recognized on the
two delinquent participations discussed above. An additional $26,000 of
interest income would have been recognized had the nonaccruing impaired
loans remained current. The average recorded investment in impaired loans
during the three months ended March 31,1997 was approximately $3.0 million.
The Bank has no restructured loans at March 31, 1997.
(3) EARNINGS PER SHARE
Earnings per share for the three months ended March 31, 1997 and 1996 were
computed by dividing net income by 1,183,433 and 1,171,311, respectively,
representing the average number of common and common equivalent shares
(using the treasury share method) outstanding. The Company's equivalent
shares consist entirely of common stock options.
(4) NEW ACCOUNTING PRONOUNCEMENT
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings per Share", which is required to be adopted on December
31, 1997. At that time, the Company will be required to change the method
currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating primary earnings per
share, the dilutive effect of stock options will be excluded. The impact is
expected to result in an increase in primary earnings per share for the
first quarter ended March 31, 1997 and March 31, 1996 of $.02 and $.01 per
share, respectively. The impact of Statement 128 on the calculation of
fully diluted earnings per share for these quarters is not expected to be
material.
(5) SUBSEQUENT EVENT
The Company's Board of Directors declared a split of the Company's common
stock at the April 22, 1997 Annual Meeting. The split is payable on or
about May 30, 1997 to shareholders of record on May 9, 1997. Under the
terms of the stock split, HomeCorp shareholders will receive one additional
share for each two shares held on the record date.
HOMECORP, INC.
AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
FORWARD-LOOKING STATEMENTS
When used in this Form 10-Q and in future filings by the Company with the
Securities and Exchange Commission, in the Company's press releases or other
public or shareholder communications, and in oral statements made with the
approval of an authorized executive officer, the words or phrases "will likely
result", "are expected to", "will continue", "is anticipated", "estimate",
"project" or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements are subject to certain risks and uncertainties, that
could cause actual results to differ materially from historical earnings and
those presently anticipated or projected. The Company wishes to caution readers
not to place undue reliance on any such forward-looking statements, which speak
only as of the date made. The Company wishes to advise readers that the factors
listed below could affect the Company's financial performance and could cause
the Company's actual results for future periods to differ materially from any
opinions or statements expressed with respect to future periods in any current
statements.
The Company does not undertake -- and specifically declines any obligation --to
publicly release the result of any revisions which may be made to any forward-
looking statements to reflect events or circumstances after the date of such
statements or to reflect the occurrence of anticipated or unanticipated events.
FINANCIAL CONDITION
The Company's March 31, 1997 balance sheet reflects the continuing focus upon
community banking. The consumer loan portfolio increased $1.6 million, or 2%
during first quarter 1997 while the commercial business loan portfolio increased
$441,000 or 7%. Consumer growth was largely due to the origination of indirect
automobile loans. All such loans are underwritten and approved by HomeBanc loan
officers. Growth was also generated in home equity and improvement loans, a
result of a targeted loan promotion during the first quarter of 1997. The
Bank's involvement with the small business community continues to provide steady
growth in the business loan portfolio. Relationships established through small
business lending generally result in the Bank providing additional services as
well, such as checking and related services.
The mortgage loan portfolio declined $1.3 million, or less than 1% during the
first quarter of 1997. A $1.8 million participation secured by a motel in
southern Wisconsin was repaid during the first quarter of 1997. Included with
mortgage loans is the Bank's construction portfolio, which increased
$968,000 during the three months ended March 31, 1997. The Bank intends to
increase the construction loan portfolio further during the summer months of
1997. The Bank continues to sell all fixed interest rate mortgage loans
originated as well as certain adjustable rate loans.
Investment in real estate developments decreased $31,000 during the first
quarter. The Company sold its interest in two real estate development
partnerships during the first quarter. The partnerships each contained a single
developed commercial lot. As of March 31, 1997, the Company's investment in
real estate development represented a single project located in suburban Chicago
containing both residential and commercial lots. The completion of the final 90
residential lots was initiated during the first quarter and management
anticipates the lots being available for sale during 1997.
Investment in foreclosed real estate increased $63,000 to $9.7 million. The
Company did enter a sales contract on a parcel of land located in Michigan. No
loss is anticipated from the resolution of the property.
Core deposits of the Bank, defined as checking, NOW, Money Market and passbook
savings, increased 3% during first quarter 1997, representing $2.3 million. The
Bank continues to focus upon the generation of what are considered core banking
relationships. The continuing growth in business lending is a benefit to core
deposit growth as well as the ongoing retail deposit promotions. Deposits in
the aggregate declined $1.2 million during first quarter, with the declines
noted primarily in intermediate term (30 to 36 month) certificates of deposit.
The Bank's suit in the United States Court of Federal Claims against the United
States for breach of contract with regard to the utilization as capital of the
supervisory goodwill, which was created when the Bank acquired failing
institutions in the 1980's, has been stayed pending the outcome of an appeal in
another case that was heard by the U. S. Supreme Court. While the Supreme Court
ruled favorably on the issue in the other case, the Company's suit has yet to be
heard.
RESULTS OF OPERATIONS
The following table presents, for the periods indicated, the yields on average
interest-earning assets as well as the cost of average interest-bearing
liabilities. The table does not reflect the impact of income taxes. All
averages are monthly average balances.
Three Months Ended
March 31,
1997 1996
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Mortgage loans
Consumer loans 8.20% 7.92%
Commercial loans 8.01 8.22
Other earning assets 9.09 9.57
5.97 5.58
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Total interest-earning assets 7.83 7.64
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Deposits 4.82 4.85
---- ----
4.82 4.85
---- ----
Interest rate spread 3.01% 2.79%
==== ====
Net interest rate margin 3.12% 2.90%
==== ====
THREE MONTHS ENDED MARCH 31, 1997 VS 1996:
Net income increased 8% during the quarter ended March 31, 1997 compared to the
same quarter of 1996. The Company experienced improvements in most areas of its
operation as compared to the prior year.
Net Interest Income
- -------------------
Net interest income totaled $2.4 million for the first quarter 1997, an
increase of 6% from $2.3 million in the prior year. The Company's net interest
margin increased to 3.12% during the first quarter of 1997 from 2.90% during
first quarter 1996. The asset yield increased to 7.83% from 7.64% while the
Company's cost of funds decreased to 4.82% from 4.85%. The increased asset yield
resulted from consumer loan portfolio growth and increased yields in the
mortgage and mortgage-backed securities portfolios. Consumer originations
continue to provide portfolio growth, while the equity line of credit portfolio
provides an asset capable of immediately responding to changes in interest
rates. The general level of interest rates increased in first quarter 1997. The
Bank's consumer and mortgage loan portfolios benefited from this increase. The
mortgage portfolio contains six month adjustable ARMS and construction loans
which are both responsive to interest rate changes. The increased yield from the
mortgage-backed securities portfolio was the result of repricing of adjustable
rate securities and a general slowing of repayment activity, which benefits the
Bank's portfolio which has a net premium position. No mortgage-backed securities
were purchased during first quarter 1997 and 1996.
The decline in cost of funds is primarily the result of the shift within the
deposit base into core deposits from longer term certificates of deposit. The
cost of the Company's time deposits declined slightly to 5.84%, as compared to
5.89% during the first quarter of 1996.
Provision for Loan Losses
- -------------------------
The Company established provisions for loan losses of $75,000 during first
quarter 1997, a decrease from $115,000 during first quarter 1996. The decrease
during 1997 is due to a slight reduction in total delinquencies
within the consumer portfolio and basically unchanged delinquencies within the
mortgage portfolio. Consumer loans delinquent 30 or more days declined $76,000
from December 31, 1996, and represented 0.4% of outstanding loans.
Non-Interest Income
- -------------------
Fees and service charges increased $73,000 or 18% in the first quarter of 1997
as compared to first quarter 1996. Service charges increased $77,000, or 30% to
a total of $273,000 for the first quarter of 1997. The increased fees reflect
the growth experienced in the core deposit base of the Bank. The largest
increases in service charge income were noted in checking related fees, both
retail and commercial business.
Fee income received from the servicing of mortgage loans increased $18,000 to
$132,000 during the first three months of 1997 from the same period of 1996.
This increase was offset by a $14,000 increase in the amortization of mortgage
servicing rights established under Statement of Financial Accounting Standards
Number 122, which went into effect on January 1, 1996. The pronouncement
requires the Bank to assign a value to the future servicing income for a loan
when it is sold on a servicing retained basis. The value is capitalized on the
Bank's balance sheet and amortized against the servicing income generated from
the loans. Servicing rights relating to loans sold during 1996 and first quarter
1997 totaled $554,000 at March 31, 1997.
Income from real estate development increased to $61,000 for the three months
ended March 31, 1997 from a minimal loss during 1996. The 1997 income is due
primarily to the sale of single family lots and the sale of the Company's
interest in two partnerships, each containing one developed commercial lot.
REO operations represent the net operating income from a shopping center
foreclosed upon by the Bank. Operating income increased to $120,000 from
$115,000 during the first quarter of 1997 as compared to first quarter 1996.
Management continues to pursue the sale of the Center.
Non-Interest Expenses
- ---------------------
Operating expenses remained relatively stable, increasing by $13,000 in 1997
from 1996. Deposit insurance premiums paid to the Federal Deposit Insurance
Corporation declined $117,000, or 58% during the first quarter of 1997 from the
first quarter of 1996 as a result of the recapitalization of the Savings
Insurance Fund in the fourth quarter 1996 and a credit granted against first
quarter 1997 premiums. The insurance premiums are expected to increase in the
second quarter, although they should remain well below the premiums experienced
during 1996.
Other expense increased $40,000, primarily due to legal costs incurred in the
Bank's lawsuit involving the parcel of land in Michigan foreclosed upon by the
Bank. The Bank is pursuing recovery of certain costs involved with the
property from its prior owners.
The Company established a $35,000 provision for real estate owned during first
quarter 1997, which is included in non-interest operating expenses. The amount
relates to a parcel of land located in Michigan. The provision was made based
upon recent negotiations for sale of the property.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is generally regarded as the ability to generate sufficient cash flow
to meet all present and future funding commitments. The Bank's primary sources
of funds, or liquidity, are deposits, amortization, and prepayment of loan
principal (including mortgage-backed and certain investment securities)
operations and to a lesser extent, maturities of investment securities and the
sale of available for sale securities.
The Bank's liquidity, represented by cash and cash equivalents, is a product of
its operating activities, investing activities, and financing activities.
Operating activities consist of net income adjusted for non cash activity, and
generated or provided $1.5 million in cash during the first quarter 1997. This
compares to a use of $458,000 in cash during first quarter 1996. The primary
differences between periods are increased deferred taxes and other liabilities
of $845,000 in 1997 compared to $115,000 in 1996. The Company's deferred tax
liability increased as a result of the sale of its interest in two real estate
partnerships. Mortgage loans held for sale declined $119,000 in first quarter
1997 compared to an increase of $557,000 during 1996. Origination of mortgage
loans for sale were lower in first quarter 1997 than the year earlier period.
Investing activities used $185,000 in cash during 1997 and provided $902,000 in
1996. Loan originations for the portfolio net of principal repayments used
$768,000 in first quarter 1997. Repayments exceeded originations by $2.6 million
during first quarter 1996. Cash flows from the mortgage portfolio did decline
somewhat between the years, partly due to slower prepayments and partly due to
the continued decline of the fixed rate portion of the Bank's residential
mortgage portfolio. Also, the Bank has increased its originations of loan
products for portfolio, both mortgage and non-mortgage. Management continues to
focus upon loan portfolio growth.
Financing activities used $560,000 in cash during 1997, primarily due to a $1.2
million decline in deposits. First quarter 1996 financing activities provided
$3.3 million in cash, largely due to an increase of $2.6 million in deposits
during 1995. The focus of the Bank was generating core deposits in 1997, which
it was successful in doing. Core deposits increased $2.3 million, or 3% in the
first quarter 1997. Management believes the certificate of deposit pricing of
the Bank is reasonable and competitive. The Bank did not attempt to match the
higher rates offered in its marketplace on intermediate and longer term
certificates of deposits and did experience a decline in these certificate of
deposit classes. Management believes the reduction in cost of deposits and
growth in core deposits outweighed the cost of deposit growth in the aggregate
during first quarter 1997. Deposit pricing is reviewed continually in light of
market movements and the Bank's demand for funding sources.
HOMECORP, INC.
AND SUBSIDIARY
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Index to exhibits
(11) Statement regarding computation of earnings per share
(included in Note 3)
(27) Financial Data Schedule (attached)
(b) Reports on Form 8-K
HomeCorp filed the following Form 8-K during the quarter
ended March 31, 1997.
January 21, 1997 - The registrant issued a release announcing
the results of operations for the fourth quarter of 1996 and for
the year ended December 31, 1996.
HOMECORP, INC.
AND SUBSIDIARY
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.
HOMECORP, INC.
--------------
(Registrant)
Date: May 15, 1997 /s/ C. Steven Sjogren
----------------------- -----------------------------
C. Steven Sjogren
President
Chief Executive Officer
Date: May 15, 1997 /s/ John R. Perkins
----------------------- -----------------------------
John R. Perkins
Executive Vice President
Chief Financial Officer
Date: May 15, 1997 /s/ Dirk J. Meminger
----------------------- -----------------------------
Dirk J. Meminger
Treasurer
Chief Accounting Officer