SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (MARK ONE) FORM 10-Q X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) ---- OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM _________TO_________ Commission File Number 33-76644 COMMUNITYCORP (Exact name of registrant as specified in its charter) South Carolina 57-1019001 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 1100 N. JEFFERIES BOULEVARD WALTERBORO, SC 29488 (Address of principal executive offices, including zip code) (803) 549-2265 (Registrant's telephone number, including area code) ------------------------------------------------ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES X NO_____ Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the date of this filing. 300,000 SHARES OF COMMON STOCK, $5.00 PAR VALUE PAGE 1 OF 14 EXHIBIT INDEX ON PAGE 2 COMMUNITYCORP INDEX Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets - June 30, 1997 and December 31, 1996............................................ 3 Condensed Consolidated Statements of Income - Six months ended June 30, 1997 and 1996 and Three months ended June 30, 1997 and 1996..................................................... 4 Condensed Consolidated Statement of Shareholders' Equity - Six months ended June 30, 1997................................... 5 Condensed Consolidated Statements of Cash Flows - Six months ended June 30, 1997 and 1996................................. 6 Notes to Condensed Consolidated Financial Statements......... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................................. 7-12 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders...... 13 Item 6. Exhibits and Reports on Form 8-K......................... 13 (a) Exhibits............................................. 13 (b) Reports on Form 8-K.................................. 13 2 COMMUNITYCORP CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) JUNE 30, DECEMBER 31, 1997 1996 -------------- -------- ASSETS: CASH AND CASH EQUIVALENTS: CASH AND DUE FROM BANKS $ 2,203,452 $ 2,382,087 FEDERAL FUNDS SOLD & REPURCHASE AGREEMENTS 3,690,000 640,000 ------------ ------------ 5,893,452 3,022,087 TIME DEPOSITS WITH OTHER BANKS 10,000 10,000 SECURITIES AVAILABLE-FOR-SALE 10,306,235 10,187,941 SECURITIES HELD-TO-MATURITY (ESTIMATED MARKET VALUE OF $6,078,211 AND $6,821,855 AT JUNE 30, 1997 AND DECEMBER 31, 1996, RESPECTIVELY) 6,109,383 6,810,399 LOANS RECEIVABLE 35,983,107 35,153,845 LESS ALLOWANCE FOR LOAN LOSSES (696,240) (638,688) ------------ ------------ LOANS, NET 35,286,867 34,515,157 ACCRUED INTEREST RECEIVABLE 702,390 690,700 PREMISES, FURNITURE & EQUIPMENT, NET 1,448,365 1,262,024 OTHER ASSETS 264,159 280,190 ------------ ------------ TOTAL ASSETS $ 60,020,851 $ 56,778,498 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY: LIABILITIES: DEPOSITS: NON-INTEREST BEARING $ 5,805,790 $ 5,673,918 INTEREST BEARING 46,424,401 44,391,280 ------------ ------------ 52,230,191 50,065,198 OTHER BORROWINGS 740,000 ACCRUED INTEREST AND OTHER LIABILITIES 344,172 330,048 ------------ ------------ TOTAL LIABILITIES 53,314,363 50,395,246 ------------ ------------ SHAREHOLDERS' EQUITY: PREFERRED STOCK, $5 PAR VALUE, 3,000,000 SHARES AUTHORIZED AND UNISSUED COMMON STOCK, $5 PAR VALUE, 3,000,000 SHARES AUTHORIZED, 300,000 SHARES ISSUED AND OUTSTANDING 1,500,000 1,500,000 CAPITAL SURPLUS 1,731,708 1,731,708 UNREALIZED GAIN (LOSS) ON SECURITIES AVAILABLE-FOR-SALE, NET OF DEFERRED TAXES (13,496) 38,800 RETAINED EARNINGS 3,516,687 3,131,155 TREASURY STOCK (1,583 SHARES IN 1997 AND 1,083 SHARES IN 1996) (28,411) (18,411) ------------ ------------ TOTAL SHAREHOLDERS' EQUITY 6,706,488 6,383,252 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 60,020,851 $ 56,778,498 ============ ============ SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 3 COMMUNITYCORP CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) SIX MONTHS ENDED THREE MONTHS ENDED JUNE 30, JUNE 30, ----------------------- ---------------- 1997 1996 1997 1996 ----------- ------------ ------------ -------- INTEREST INCOME: LOANS, INCLUDING FEES $1,688,116 $1,479,293 $ 853,550 $ 740,891 SECURITIES 509,386 361,921 253,469 204,056 OTHER INTEREST INCOME 88,995 128,080 54,294 67,966 ---------- ---------- ---------- ---------- TOTAL 2,286,497 1,969,294 1,161,313 1,012,913 ---------- ---------- ---------- ---------- INTEREST EXPENSE: DEPOSIT ACCOUNTS 1,035,651 910,241 519,427 472,935 OTHER INTEREST EXPENSE 2,856 12,601 2,856 2,079 ---------- ---------- ---------- ---------- 1,038,507 922,842 522,283 475,014 ---------- ---------- ---------- ---------- NET INTEREST INCOME 1,247,990 1,046,452 639,030 537,899 PROVISION FOR LOAN LOSSES 65,000 60,000 35,000 30,000 ---------- ---------- ---------- ---------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,182,990 986,452 604,030 507,899 ---------- ---------- ---------- ---------- OTHER OPERATING INCOME: SERVICE CHARGES 117,003 98,262 59,855 50,815 OTHER INCOME 11,777 8,577 4,842 2,070 ---------- ---------- ---------- ---------- TOTAL 128,780 106,839 64,697 52,885 ---------- ---------- ---------- ---------- OTHER OPERATING EXPENSES: SALARIES AND BENEFITS 269,013 238,812 128,449 121,737 NET OCCUPANCY EXPENSE 37,538 34,387 18,837 47,380 EQUIPMENT EXPENSE 84,847 56,522 42,818 1,693 OTHER OPERATING EXPENSES 213,644 185,831 109,777 95,163 ---------- ---------- ---------- ---------- TOTAL 605,042 515,552 299,881 265,973 ---------- ---------- ---------- ---------- INCOME BEFORE TAXES 706,728 577,739 368,846 294,811 INCOME TAX PROVISION 237,500 204,200 125,500 103,700 ---------- ---------- ---------- ---------- NET INCOME $ 469,228 $ 373,539 $ 243,346 $ 191,111 ========== ========== ========== ========== EARNINGS PER SHARE: WEIGHTED AVERAGE COMMON SHARES OUTSTANDING $ 298,878 $ 299,929 $ 298,850 $ 299,857 ========== ========== ========== ========== NET INCOME PER COMMON SHARE $ 1.57 $ 1.25 $ .81 $ .64 ========== ========== ========== ========== SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 4 COMMUNITYCORP CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED) Unrealized Gain (Loss) on Securities Total Common Stock Capital Available Retained Treasury Shareholders Shares Amount Surplus for Sale, net Earnings Stock Equity Balance, December 31, 1996 300,000 $ 1,500,000 $ 1,731,708 $ 38,800 $ 3,131,155 $ (18,411) $ 6,383,252 Cash dividends declared - $.28 per share (83,696) (83,696) Change in fair value during for the period (52,296) (52,296) Purchase of Treasury Stock (10,000) (10,000) Net income for the period 469,228 469,228 ------------ ------------ ------------ ------------ ------------- ------------ ------------ Balance, June 30, 1997 300,000 $ 1,500,000 $ 1,731,708 $ (13,496)3,516,687 $ (28,411)$6,706,488 ============ ============ ============ ============ ========= ========= ========== SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 5 COMMUNITYCORP CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED JUNE 30, 1997 1996 ----------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: NET INCOME $ 469,228 $ 373,539 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: DEPRECIATION 81,400 41,950 PROVISION FOR POSSIBLE LOAN LOSSES 65,000 60,000 AMORTIZATION LESS ACCRETION ON INVESTMENTS 4,558 9,139 AMORTIZATION OF DEFERRED LOAN COSTS 20,659 17,428 (INCREASE) DECREASE IN INTEREST RECEIVABLE AND OTHER ASSETS 31,905 (126,237) INCREASE (DECREASE) IN INTEREST PAYABLE AND OTHER LIABILITIES 14,124 (262,481) ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES 686,874 113,338 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: NET INCREASE IN LOANS TO CUSTOMERS (857,369) (361,325) PURCHASES OF SECURITIES AVAILABLE-FOR-SALE (626,275) (5,549,273) MATURITIES OF SECURITIES AVAILABLE-FOR-SALE 428,925 1,289,880 SALES OF SECURITIES AVAILABLE-FOR-SALE 100,125 PURCHASES OF SECURITIES HELD-TO-MATURITY (2,589,017) MATURITIES OF SECURITIES HELD-TO-MATURITY 695,654 648,560 PURCHASES OF PREMISES AND EQUIPMENT (274,054) (17,827) DISPOSAL OF PREMISES AND EQUIPMENT 6,313 ----------- ------------ NET CASH USED BY INVESTING ACTIVITIES (626,806) (6,478,877) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: NET INCREASE IN DEPOSITS ACCOUNTS 2,164,993 6,934,045 INCREASE (DECREASE) IN SHORT-TERM BORROWINGS 740,000 (989,554) PURCHASE OF TREASURY STOCK (10,000) (18,411) DIVIDENDS PAID (83,696) (75,000) ----------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES 2,811,297 5,851,080 ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,871,365 (514,459) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,022,087 6,628,028 ----------- ----------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,893,452 $ 6,113,569 =========== =========== CASH PAID DURING THE PERIOD FOR: INCOME TAXES $ 174,000 $ 413,129 INTEREST $ 1,018,158 $ 925,353 SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 6 COMMUNITYCORP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared in accordance with the requirements for interim financial statements and, accordingly, they are condensed and omit disclosures which would substantially duplicate those contained in the most recent annual report to shareholders. The financial statements as of June 30, 1997 and for the interim periods ended June 30, 1997 and 1996 are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. The financial information as of December 31, 1996 has been derived from the audited financial statements as of that date. For further information, refer to the financial statements and the notes included in Communitycorp's 1996 Annual Report. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION The following is a discussion of the Company's financial condition as of June 30, 1997 compared to December 31, 1996, and the results of operations for the three and six months ended June 30, 1997 compared to the three and six months ended June 30, 1996. These comments should be read in conjunction with the Company's condensed consolidated financial statements and accompanying footnotes appearing in this report. RESULTS OF OPERATIONS NET INTEREST INCOME For the six months ended June 30, 1997, net interest income increased $201,538 or 19.3% over the same period in 1996. The net interest margin realized on earning assets increased slightly from 4.38% for the six months ended June 30, 1996 to 4.49% for the same period in 1997. Yields on earning assets increased slightly as a result of growth in investments while the increase in certificates of deposit resulted in higher yields on interest bearing liabilities. The interest rate spread also increased by 18 basis points from 3.57% at June 30, 1996 to 3.75% at June 30, 1997. Net interest income increased from $537,899 for the quarter ending June 30, 1996 to $639,030 for the quarter ending June 30, 1997. This represents an increase of $101,131 or 18.8%. The net interest margin realized on earning assets increased from 4.34% for the quarter ended June 30, 1996 to 4.52% for the quarter ended June 30, 1997. The interest rate spread also increased by 21 basis points from 3.57% at June 30, 1996 to 3.78% at June 30, 1997. 7 COMMUNITYCORP ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS -- continued PROVISION AND ALLOWANCE FOR LOAN LOSSES The provision for loan losses is the charge to operating earnings that management feels is necessary to maintain the allowance for possible loan losses at an adequate level. For the six months ended June 30, 1997, the provision charged to expense was $65,000. The increase of $5,000 from the comparable period in 1996 is a result of management's efforts to match the growth in the loan portfolio. For the quarter ended June 30, 1997 and 1996, the provision charged to expense was $35,000 and 30,000, respectively. Based on present information, management believes the allowance for loan losses is adequate at June 30, 1997 to meet presently known and inherent risks in the loan portfolio. NON-INTEREST INCOME Non-interest income during the six months ended June 30, 1997 was $128,780, an increase of $21,941 or 20.5% from the comparable period in 1996. The increase is primarily a result of an increase in service charges from $98,262 at June 30, 1996 to $117,003 at June 30, 1997. Overdraft and NSF fees increased by $14,006 to $80,991 at June 30, 1997. This change is a result of the increase in deposit accounts over the two periods. Deposits at June 30, 1996 were $47,573,652 compared to $52,230,191 at June 30, 1997. For the quarter ended June 30, 1997, non-interest income increased $11,812 or 22.3% over the same period in 1996. This increase is primarily due to service charges which increased $9,040 or 17.8% from the quarter ended June 30, 1996 to the quarter ended June 30, 1997. NON-INTEREST EXPENSE Total non-interest expense for the six months ended June 30, 1997 was $605,042 or 17.4% higher than the six months ended June 30, 1996. Salaries and employee benefits increased from $238,812 at June 30, 1996 to $269,013 for the six months ended June 30, 1997. This increase is due to the addition of one full time employee, pay raises and additional part-time help to assist in various areas of the Company. For the quarter ended June 30, 1997, non-interest expense increased $33,908 or 12.7% over the same period in 1996. The largest increase between the quarter ended June 30, 1997 and the quarter ended June 30, 1996 was in other operating expenses which increased $14,614 or 15.4%. INCOME TAXES The income tax provision for the six months ended June 30, 1997 was $237,500 as compared to $204,200 for the same period in 1996. The effective tax rates were 33.60% and 35.34% at June 30, 1997 and 1996, respectively. The effective tax rates were 34.02% and 35.17% for the quarter ended June 30, 1997 and June 30, 1996, respectively. 8 COMMUNITYCORP ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS -- continued NET INCOME The combination of the above factors resulted in net income for the six months ended June 30, 1997 of $469,228 as compared to $373,539 for the same period in 1996. This represents an increase of $95,689 or 25.62% over the same period in 1996. For the quarter ended June 30, 1997, net income was $243,346 as compared to $191,111 for the quarter ended June 30, 1996. This represents an increase of $52,235 or 27.33% from the quarter ending June 30, 1997 as compared to the quarter ending June 30, 1996. ASSETS AND LIABILITIES During the first six months of 1997, total assets increased $3,242,353 or 5.7% when compared to December 31, 1996. The primary source of growth in assets was in federal funds sold and repurchase agreements with an increase of $3,050,000 during the first six months of 1997. Total deposits increased $2,164,993 or 4.32% from the December 31, 1996 amount of $50,065,198. Within the deposit area, certificates of deposit increased $876,789 or 3.95% during the first six months of 1997. INVESTMENT SECURITIES Investment securities decreased from $16,998,340 at December 31, 1996 to $16,415,618 at June 30, 1997. Securities held-to-maturity decreased $701,016 or 10.29% from December 31, 1996 to June 30, 1997. LOANS The demand for loans increased slightly in the Walterboro marketplace during the first six months of 1997. Net loans increased $771,710 or 2.24% during the period. Balances within the major loans receivable categories as of June 30, 1997 and December 31, 1996 are as follows: June 30, December 31, 1997 1996 Commercial and industrial $24,480,430 $24,135,094 Real estate 4,386,557 4,564,843 Consumer 6,418,794 5,791,518 Agricultural 334,227 255,994 Other, net 363,099 406,396 ----------- ----------- $35,983,107 $35,153,845 =========== =========== 9 COMMUNITYCORP ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS -- continued RISK ELEMENTS IN THE LOAN PORTFOLIO The following is a summary of risk elements in the loan portfolio: June 30, -------------------- 1997 1996 ------------ --------- Loans: Nonaccrual loans $613,875 $214,047 Accruing loans more than 90 days past due $ -- $ -- Loans identified by the internal review mechanism: Criticized $210,007 $ -- Classified $626,810 $565,559 Activity in the Allowance for Loan Losses is as follows: June 30, ------------------------------ 1997 1996 ------------ ------------ Balance, January 1, $ 638,688 $ 617,457 Provision for loan losses for the period 65,000 60,000 Net loans (charged off) recovered for the period (7,448) (51,166) ------------ ------------ Balance, end of period $ 696,240 $ 626,291 ============ ============ Gross loans outstanding, end of period $ 35,983,107 $ 30,508,092 Allowance for Loan Losses to loans outstanding 1.93% 2.05% DEPOSITS At June 30, 1997, total deposits increased by $2,164,993 or 4.32% from December 31, 1996. Expressed in percentages, non-interest bearing deposits increased 2.32% and interest bearing deposits increased 4.58%. Balances within the major deposit categories as of June 30, 1997 and December 31, 1996 are as follows: June 30 December 31, 1997 1996 ---------- --------- Non-interest bearing demand deposits $ 5,805,790 $ 5,673,918 Interest bearing demand deposits 7,195,460 6,886,479 Savings deposits 16,161,623 15,314,272 Certificates of deposit 23,067,318 22,190,529 ------------- -------------- $ 52,230,191 $ 50,065,198 ============= ============== 10 COMMUNITYCORP ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS -- continued LIQUIDITY Liquidity needs are met by the Company through scheduled maturities of loans and investments on the asset side and through pricing policies on the liability side for interest-bearing deposit accounts. The level of liquidity is measured by the loan-to-total borrowed funds ratio which was at 66.6% at June 30, 1997 and 68.94% at December 31, 1996. Securities available-for-sale which totaled $10,306,235 at June 30, 1997, serve as a ready source of liquidity. The Company also has lines of credit available with correspondent banks to purchase federal funds for periods from one to seven days. At June 30, 1997, unused lines of credit totaled $2,500,000. CAPITAL RESOURCES Total shareholders' equity increased from $6,383,252 at December 31, 1996 to $6,706,488 at June 30, 1997. The increase of $323,236 is primarily attributable to earnings for the period of $469,228 with dividends paid out of $83,696. A negative change of $52,296 in the fair value of securities available-for-sale and the purchase of treasury stock of $10,000 resulted in decreases to total equity. Bank holding companies, such as the Company, and their banking subsidiaries are required by banking regulators to meet certain minimum levels of capital adequacy which are expressed in the form of certain ratios. Capital is separated into Tier I capital (essentially common shareholders' equity less intangible assets) and Tier II capital (essentially the allowance for loan losses limited to 1.25% of risk-weighted assets). The first two ratios, which are based on the degree of credit risk in the Company's assets, provide the weighting of assets based on assigned risk factors and include off-balance sheet items such as loan commitments and stand-by letters of credit. The ratio of Tier I capital to risk-weighted assets must be at least 4.0% and the ratio of total capital (Tier I capital plus Tier 2 capital) to risk-weighted assets must be at least 8.0%. The capital leverage ratio supplements the risk-based capital guidelines. Banks and bank holding companies are required to maintain a minimum ratio of Tier I capital to adjusted quarterly average total assets of 3.0%. The following table summarizes the Company's risk-based capital at June 30, 1997: Shareholders' equity $ 6,719,984 Less: intangibles (35,670) ----------- Tier I capital 6,684,314 Plus: allowance for loan losses (1) 524,257 ----------- Total capital $ 7,208,571 =========== Risk-weighted assets $41,940,582 =========== 11 COMMUNITYCORP ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS -- continued CAPITAL RESOURCES -- continued Risk based capital ratios Tier I 15.94% Total capital 17.19% Leverage ratio 11.14% (1) limited to 1.25% of risk-weighted assets The Company is in the process of building a branch in Ravenel, South Carolina. During the quarter ended June 30, 1997, the Company incurred costs of approximately $123,747 with an estimated cost to complete of $630,000. The branch is scheduled to be completed during the third quarter of 1997. REGULATORY MATTERS The management of the Company is not aware of any current recommendations by regulatory authorities which, if they were to be implemented, would have a material effect on liquidity, capital resources, or operations. 12 COMMUNITYCORP PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On April 29, 1997, the Company held its Annual Meeting of Shareholders for the purpose of (a) electing three directors for three-year terms, and (b) ratifying the appointment of Tourville, Simpson & Henderson, certified public accountants, as the Company's independent auditors for the fiscal year ending December 31, 1997. The nominees for director received the number of affirmative votes of shareholders required for such nominee's election in accordance with the Bylaws of the Company with 197,720 shareholders voting for the nominees out of a total 300,000 outstanding shareholders. There were no abstentions or negative votes. Tourville, Simpson & Henderson also received the requisite number of affirmative votes required for approval pursuant to the Bylaws of the Company. Of the 300,000 outstanding shareholders of the Company, 197,720 shareholders voted for their selection as independent auditors. There were no abstentions or negative votes. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits - None (b) Reports on Form 8-K - No reports on Form 8-K were filed during the quarter ended June 30, 1997 Items 1, 2, 3 and 5 are not applicable. 13 COMMUNITYCORP PART II - OTHER INFORMATION SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COMMUNITYCORP By: ___________________________________ W. Roger Crook President & Chief Executive Officer Date: August 4, 1997 By: ___________________________________ Gwen P. Bunton Chief Financial Officer 14