UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2002
-------------------------------------------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition period from ______________________ to _______________________
NB&T FINANCIAL GROUP, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
OHIO 31-1004998
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
48 North South Street, Wilmington, Ohio 45177
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(937) 382 1441
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the last practicable date: 3,207,804 shares of the Bank's
common stock, without par value, were outstanding as of April 30, 2002.
1
NB&T FINANCIAL GROUP, INC.
March 31, 2002 FORM 10-Q
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets ..................................... 3
Consolidated Statements of Income ............................... 4
Consolidated Statements of Cash Flows ........................... 5
Notes to Condensed Consolidated Financial Statements ............ 6
Independent Accountants' Report ................................. 8
Item 2. Management's Discussion and Analysis of Financial Condition ..... 9
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk ...... 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ............................................... 14
Item 2 Changes in Securities and Use of Proceeds ....................... 14
Item 3. Defaults Upon Senior Securities ................................. 14
Item 4. Submission of Matters to a Vote of Security Holders ............. 14
Item 6. Exhibits and Reports on Form 8-K ................................ 14
SIGNATURES ............................................................... 15
2
NB&T Financial Group, Inc. and Subsidiary
Consolidated Balance Sheets
($ in thousands)
Assets March 31 December 31
2002 2001
--------- -----------
Cash and due from banks $ 20,460 $ 27,882
Federal funds sold 14,132 468
Interest-bearing demand deposits 429 87
--------- -----------
Cash and cash equivalents 35,021 28,437
Investment securities available for sale 180,441 171,600
Investment securities held to maturity 44,444 44,430
Loans held for sale 5,045 1,848
Loans, net of allowance for loan losses of $3,868 and $3,810 374,735 378,904
Premises and equipment 14,121 13,758
Federal Home Loan Bank and Federal Reserve Bank stock 6,987 6,914
Other assets 25,791 25,280
--------- -----------
Total assets $ 686,585 $ 671,171
========= ===========
Liabilities
Deposits
Noninterest bearing $ 51,124 $ 52,734
Interest bearing 443,406 426,506
--------- -----------
Total deposits 494,530 479,240
Short-term borrowings 22,671 22,055
Long term debt 114,470 114,844
Other liabilities 4,203 4,056
--------- -----------
Total liabilities 635,874 620,195
--------- -----------
Commitments and contingencies
Equity for ESOP shares 12,814 12,683
--------- -----------
Stockholders' Equity
Preferred stock, no par value
Authorized and unissued -- 100,000 shares
Common stock, no par value
Authorized -- 6,000,000 shares
Issued -- 3,818,950 shares 1,000 1,000
Capital surplus 9,141 9,129
Retained earnings 36,099 35,426
Unearned ESOP shares, at cost 122,074 shares (1,872) (1,871)
Treasury shares, at cost, 611,146 shares (5,246) (5,246)
Accumulated other comprehensive income (1,225) (145)
--------- -----------
Total stockholders' equity 37,897 38,293
--------- -----------
Total liabilities and stockholders' equity $ 686,585 $ 671,171
========= ===========
See notes to condensed consolidated financial statements and independent
accountants' report.
3
NB&T Financial Group, Inc. and Subsidiary
Consolidated Statements of Income
($ in thousands)
Three Months Ended
March 31
-------------------------------
2002 2001
-------------------------------
Interest Income
Loans receivable $ 7,438 $ 8,018
Investment securities
Taxable 2,259 1,866
Tax exempt 678 677
Federal funds sold 70 152
Deposits with financial institutions 1 1
------------ -----------
Total interest income 10,446 10,714
------------ -----------
Interest Expense
Deposits 3,270 4,471
Short-term borrowings 94 513
Long-term debt 1,421 1,124
------------ -----------
Total interest expense 4,785 6,108
------------ -----------
Net Interest Income 5,661 4,606
Provision for loan losses 375 375
------------ -----------
Net Interest Income After Provision for Loan Losses 5,286 4,231
------------ -----------
Other Income
Fiduciary activities 233 265
Service charges on deposit accounts 557 429
ATM network fees 165 203
Insurance agency commissions 516 283
Other income 488 524
------------ -----------
Total other income 1,959 1,704
------------ -----------
Other Expenses
Salaries and employee benefits 2,653 2,106
Net occupancy expenses 303 239
Equipment expenses 701 588
State franchise tax 144 138
Marketing 158 111
Other expenses 1,329 993
------------ -----------
Total other expenses 5,288 4,175
------------ -----------
Income Before Income Tax 1,957 1,760
Income tax expense 418 315
------------ -----------
Net Income $ 1,539 $ 1,445
============ ===========
Basic Earnings per Share $ 0.50 $ 0.45
============ ===========
Diluted Earnings per Share $ 0.49 $ 0.45
============ ===========
See notes to condensed consolidated financial statements and independent
accountants' report.
4
NB&T Financial Group, Inc. and Subsidiary
Consolidated Statements of Cash Flows
($ in thousands)
Three Months Ended
March 31
----------------------------
2001 2000
----------------------------
Operating Activities
Net income $ 1,539 $ 1,445
Items not requiring cash
Provision for loan losses 375 375
Depreciation and amortization 469 325
Investment securities amortization (accretion), net 148
FHLB stock dividend (73) (106)
Net change in
Loans held for sale (3,197) (72)
Other assets and liabilities 196 1,016
------------ ------------
Net cash provided (used) by operating activities (543) 2,983
------------ ------------
Investing Activities
Purchases of securities available for sale (50,174) (25,731)
Proceeds from maturities of securities available for sale 39,534 22,645
Net change in loans 3,794 6,767
Purchases of premises and equipment (821) (911)
------------ ------------
Net cash provided (used) by investing activities (7,667) 2,770
------------ ------------
Financing Activities
Net change in
Deposits 15,290 17,106
Short-term borrowings 616 (3,226)
Proceeds from FHLB advances 6,000
Repayment of FHLB advances (374)
Cash dividends (738) (606)
Proceeds from exercise of stock options 4
------------ ------------
Net cash provided by financing activities 14,794 19,278
------------ ------------
Net Change in Cash and Cash Equivalents 6,584 25,031
Cash and Cash Equivalents, Beginning of Year 28,437 19,395
------------ ------------
Cash and Cash Equivalents, End of Year $ 35,021 $ 44,426
============ ============
See notes to condensed consolidated financial statements and independent
accountants' report.
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
March 31, 2002
(unaudited)
Note 1, Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial information and the instructions to Form 10-Q.
The Form 10-Q does not include all the information and footnotes required by
accounting principles generally accepted in the United States of America for
complete financial statements. Only material changes in financial condition and
results of operations are discussed in Management's Discussion and Analysis of
Financial Condition and Results of Operations.
The consolidated balance sheet as of December 31, 2001 has been derived from the
audited consolidated balance sheet of that date.
In the opinion of management, the condensed consolidated financial statements
contain all adjustments necessary to present fairly the financial condition of
NB&T Financial Group, Inc. as of March 31, 2002, and December 31, 2001, and the
results of its operations and cash flows for the three months ended March 31,
2002 and 2001. The results of operations for the interim periods reported herein
are not necessarily indicative of results of operation to be expected for the
entire year. The unaudited condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements, accounting
policies and financial notes thereto included in the Company's Annual Report and
Form 10-K for the year ended December 31, 2001 filed with the Commission.
Note 2, Earnings per Share
Earnings per share (EPS) were computed as follows:
Three Months Ended March 31, 2002
-----------------------------------------------------------
Weighted Average Per Share
Income Shares Amount
-----------------------------------------------------------
Net income $ 1,539
========
Basic earnings per share
Income available to common
Stockholders $ 1,539 3,085,730 $ 0.50
======== ========
Effect of dilutive stock options 26,359
---------
Diluted earnings per share
Income available to common
Stockholders and assumed
Coversions $ 1,539 3,112,089 $ 0.49
======== ========= ========
Options to purchase 82,200 shares of common stock between $20.50 and $28.00 per
share were outstanding, but not included in the computation of diluted EPS
because the options' exercise price was greater than the average market price of
the common shares
6
Three Months Ended March 31, 2001
---------------------------------------------------------------
Weighted Average Per Share
Income Shares Amount
---------------------------------------------------------------
Net income $ 1,445
========
Basic earnings per share
Income available to common
Stockholders $ 1,445 3,196,149 $ 0.45
======== ========
Effect of dilutive stock options 11,566
---------
Diluted earnings per share
Income available to common
Stockholders and assumed
Coversions $ 1,445 3,207,715 $ 0.45
======== ========= ========
Note 3, Commitments
Outstanding commitments to extend credit as of March 31, 2002 total $35,673.
Standby letters of credit as of March 31, 2002 total $2,235
Note 4, Acquisition Update
In connection with the December 2001 acquisition of assets and assumption of
liabilities of Sabina Bank, the allocation of the purchase price was completed
in the first quarter of 2002 and is summarized as follows:
December 10, 2001
--------------------------------------------------------
Interest earning assets $ 46,266
Property and equipment 1,627
Core deposit intangible 3,196
Goodwill 3,490
Other assets 497
-----------
Total assets acquired 55,076
-----------
Deposits 41,977
Other liabilities 145
-----------
Total liabilities assumed 42,122
-----------
Net assets acquired $ 12,954
===========
7
Independent Accountants' Report
-------------------------------
Board of Directors
NB&T Financial Group, Inc.
Wilmington, Ohio
We have reviewed the accompanying condensed consolidated balance sheet of NB&T
Financial Group, Inc. as of March 31, 2002 and the related condensed
consolidated statements of income and cash flows for the three-month periods
then ended. These financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with accounting principles generally accepted in the
United States of America.
The consolidated balance sheet as of December 31, 2001 and the related
consolidated statements of income, retained earnings and cash flows for the year
then ended (not presented herein), were audited by other auditors whose report
dated February 5, 2002, expressed an unqualified opinion on those statements.
/s/ BKD, LLP
Cincinnati, Ohio
May 3, 2002
8
PART I - FINANCIAL INFORMATION
------------------------------
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations
- -------------
Results of Operation
Net income per share-basic was $.50 for the first quarter of 2002, compared to
$.45 per share for the first quarter of 2001, an increase of 11.1%. Net income
was $1.54 million for the first quarter of 2002, an increase of 6.5% from the
$1.45 million earned in the first quarter of 2001.
Net interest income was $5.661 million the first quarter of 2002, an increase of
22.9% compared to the same quarter last year. Although interest income decreased
2.5%, interest expense decreased 21.7% when comparing these two amounts to the
same period last year. Average loans increased 2.3%, while their average yield
decreased from 8.62% in the first quarter of 2001 to 7.81% in the first quarter
of 2002. Average securities increased 40.6%, but their average tax-equivalent
yield decreased from 7.03% for the first quarter last year to 5.71% for the
first quarter of this year.
Average interest-bearing liabilities increased 17.6% from last year to $579.6
million, and their cost decreased from 5.03% during the first quarter of last
year to 3.35% in the first quarter of this year. Tax-equivalent net interest
margin increased from 3.56% for the first quarter of last year, to 3.79% for the
first quarter of this year.
The provision for loan losses was the same during the first quarter of 2002 as
during the first quarter of last year.
Non-interest income was $1.96 million, 15.0% above the $1.70 million earned in
the first quarter of 2001. Service charges on deposits increased 30.0% from the
first quarter last year due to increases in fees and the number of accounts.
Insurance agency commissions increased 82.2% due to increased sales and agency
acquisitions. Several changes offset the increases in service charges and
insurance agency commissions. Trust income decreased 12.0% from the first
quarter of last year as a result of market value decreases in the accounts
managed. ATM network fees decreased 18.8% from the first quarter of last year as
a result of thirteen fewer units in operation in 2002 compared to 2001. In
addition, during the first quarter of 2001, an $82,000 gain was recorded on the
sale of $8.8 million of real estate loans.
Non-interest expense increased 26.7% for the quarter over the same period in
2001. The primary reasons are the result of increases in salaries and benefits
expense and occupancy and equipment expense related to the opening of three new
branches, the acquisition of The Sabina Bank, and the acquisition of two
insurance agencies during 2001. The number of full-time equivalent employees has
increased by thirty-nine as a result of this expansion.
The Company's effective tax rate increased to 21.4% during the first quarter of
2002 from 17.9% for the first quarter of 2001, primarily due to a decrease in
non-taxable income as a percent of gross income.
Performance ratios for the first quarter of 2002 included a return on assets of
...91%, and a return on equity of 12.15%.
9
Financial Condition
The changes that have occurred in NB&T Financial Group, Inc.'s financial
condition during 2002 are as follows (in thousands):
Mar 31 December 31
2002 2001 Amount Percent
-------- ----------- ------- -------
Total Assets $686,585 $671,171 $15,414 2%
Federal Funds Sold 14,132 468 13,664 N/M
Loans (a) 383,648 384,561 (913) --
Securities 224,885 216,030 8,855 4
Demand deposits 51,124 52,734 (1,610) (3)
Savings, Now, MMDA deposits 226,664 206,749 19,915 10
CD's $100,000 and over 43,090 45,158 (2,068) (5)
Other time deposits 173,652 174,599 (947) (1)
Total deposits 494,530 479,240 15,290 3
Short-term borrowing 22,671 22,055 616 3
Long-term borrowing 114,470 114,844 (374) --
Shareholders' Equity (b) 50,711 50,976 (265) --
(a)Includes loans held for sale
(b)Includes equity for ESOP shares
Total assets have increased $15.4 million from year-end 2001 primarily as a
result of funds generated from increases in deposits. The loan portfolio
decreased $0.9 million during the first quarter of 2002. These funds have been
invested in short-term Federal Funds sold and the securities portfolio. Deposit
growth has occurred in interest-bearing transaction and money market accounts.
Average total assets grew 16.6% to $685.6 million from the first quarter of
2001. Average total loans increased to $384.7 million, an increase of 2.3% from
the same quarter of last year. The commercial loan average grew $17.6 million,
or 11.5%, while the personal loans average decreased $8.2 million, or 9.9%.
Commercial and industrial lending to small to mid-sized companies continues to
be an area of growth for the Company. The Bank has reduced its efforts to
originate new and used automobile loans due to increased competition and
narrowing interest rate spreads. The securities portfolio average has increased
$65.0 million, or 40.6% from the first quarter of last year. Most of the funds
were generated from the growth in deposits and other borrowing, and the decline
in the loan portfolio, and were invested in U.S. Government agency callable
bonds and U.S. Government agency mortgage-backed securities.
Average total deposits increased 18.0% from the end of the first quarter of 2001
to $437.0 million. The deposit growth was the result of the Sabina Bank
acquisition in December of 2001, and deposits of individuals, companies, and
public entities in more liquid money market accounts in anticipation of higher
rates. Average non-interest bearing deposits increased 19.5% and average
interest-bearing liabilities grew 17.6% from the first quarter of last year.
Average interest-bearing transaction accounts increased $57.8 million, or 49.5%,
and average small certificates increased $6.3 million, or 3.7%, but, average
large certificates decreased $7.4 million, or 14.5%. Average long-term borrowing
increased $30.2 million (10.9%) from the first quarter of 2001.
10
Average total equity increased 3.4% to $51.4 million from the first quarter of
2001. Book value per share, including unallocated ESOP shares, was $15.81 at
March 31, 2002, compared to $15.93 at March 31, 2001. Equity to assets was
7.39%, compared to 8.49% at the end of the first quarter of last year. The
decrease in the equity to assets ratio is primarily attributable to the $85.2
million increase in assets, and the change from a $1.03 million net unrealized
gain on securities available for sale at March 31, 2001, to a $1.22 million net
unrealized loss at March 31, 2002.
The following table sets forth certain information regarding the past-due,
non-accrual and renegotiated loans of the Company at the dates indicated (in
thousands):
March 31 December 31 March 31
2002 2001 2001
--------- ----------- --------
Loans accounted for on non-accrual basis $ 4,233 $4,859 $3,703
Accruing loans which are past due 90 days
or more 1,286 858 222
Renegotiated loans 0 0 0
------- ------ ------
Total $ 5,519 $5,860 $3,925
======= ====== ======
As of March 31, 2002, the $4.2 million in non-accrual loans consisted of
twenty-one relationships collateralized by first mortgages, eighteen with
secondary mortgages, two with government guarantees and ten with titled
vehicles.
One relationship is with a longstanding customer whose outstanding balances with
the bank are approximately $5.8 million, of which $1.7 million is included in
the non-accrual total. The customer consummated a forbearance agreement in
February of 2002, and began scheduled monthly payments in January of 2002. The
remaining $4.1 million consists of a loan collateralized by a first mortgage on
commercial property with an 80% U.S. Department of Agriculture (USDA) government
guarantee, and the borrower is paying as agreed.
In addition, management has identified a loan relationship totaling $1.7 million
that is not included in the non-performing categories at March 31, 2002, but
about which management, through normal credit review procedures, has become
aware of information regarding possible credit problems that could cause the
borrower future difficulties in complying with present loan repayment terms.
That relationship was subsequently transferred to a non-accrual status in April
of 2002. The customer has requested an orderly liquidation of collateral and a
forbearance agreement is being drafted.
All loans are expected to be resolved through term payments or through
liquidation of collateral in the normal course of business. The anticipated loss
in the year 2002 from all relationships is not material. Projected losses are
based on currently available information and actual losses may differ
significantly from those discussed above if economic conditions or collateral
values change significantly.
11
At March 31, 2002, the Company's allowance for loan losses totaled $3.87
million, was allocated to specifically classified loans and was generally based
on a three-year net charge-off history. The following table sets forth an
analysis of the Company's allowance for losses on loans for the periods
indicated (in thousands):
Three Months Ended
March 31
2002 2001
-----------------------------
Balance, beginning of period $3,810 $3,802
Charge-offs:
Commercial 91 24
Residential real estate 38 1
Installment 284 290
Credit Card - -
Other - 2
-------- --------
Total 413 317
-------- --------
Recoveries:
Commercial 17 9
Residential real estate 2 -
Installment 76 52
Credit Card - -
Other - 1
-------- --------
Total 96 62
-------- --------
Net Charge-offs (317) (255)
Provision for loan losses 375 375
-------- --------
Balance, end of period $3,868 $3,922
======== ========
Liquidity and Capital Resources
Effective liquidity management ensures that the cash flow requirements of
depositors and borrowers, as well as Company cash needs, are met. The Company
manages liquidity on both the asset and liability sides of the balance sheet.
The loan to deposit ratio at March 31, 2002, was 76.6%, compared to 86.6% at the
same date in 2001. Loans to total assets were 55.1% at the end of the first
quarter of 2002, compared to 61.0% at the same time last year. Management
strives to keep this ratio below 70%. Of the total securities portfolio, 81%
consists of available-for-sale securities that are readily marketable.
Approximately 50% of the available-for-sale portfolio is pledged to secure
public deposits, short-term and long-term borrowings and for other purposes as
required by law. The balance of the available-for-sale securities could be sold
if necessary for liquidity purposes. Also, a stable deposit base, consisting of
91% core deposits, makes the Company less susceptible to large fluctuations in
funding needs. The Company has short-term borrowing lines of credit with several
correspondent banks. The Company also has both short- and long-term borrowing
available through the Federal Home Loan Bank (FHLB). The
12
Company has the ability to obtain deposits in the brokered certificate of
deposit market to help provide liquidity to fund loan growth.
The Federal Reserve Board has adopted risk-based capital guidelines that assign
risk weightings to assets and off-balance sheet items and also define and set
minimum capital requirements (risk-based capital ratios). Bank holding companies
must maintain total risk-based, Tier 1 risk-based and Tier 1 leverage ratios of
8%, 4% and 3%, respectively. At March 31, 2002, NB&T Financial Group, Inc. had a
total risk-based capital ratio of 11.96%, a Tier 1 risk-based capital ratio of
11.00%, and a Tier 1 leverage ratio of 6.44%.
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
- -------------------------------------------------------------------
Market risk is the risk of loss arising from adverse changes in the fair value
of financial instruments due to interest rate risk, exchange rate risk, equity
price risk and commodity price risk. The Company does not maintain a trading
account for any class of financial instrument, and is not currently subject to
foreign currency exchange rate risk, equity price risk or commodity price risk.
The Company's market risk is composed primarily of interest rate risk.
Techniques used to measure interest rate risk include both interest rate gap
management and simulation modeling that measures the effect of rate changes on
net interest income and market value of equity under different rate scenarios.
Since December 31, 2001, the Company has experienced no significant change in
market risk. Currently, the Company is not in violation of any interest-rate
risk policy guidelines established by the Asset Liability Management Committee.
13
PART II - OTHER INFORMATION
---------------------------
Item 1 - Legal Proceedings
- --------------------------
Not applicable
Item 2 Changes in Securities and Use of Proceeds
- ------------------------------------------------
Not applicable
Item 3 Defaults Upon Senior Securities
- --------------------------------------
Not applicable
Item 4 Submission of Matters to a Vote of Security Holders
- ----------------------------------------------------------
On April 23, 2002, the Annual Meeting of the shareholders of the Company was
held. The following members of the Board of Directors of the Company were
re-elected for terms expiring in 2004 by the votes indicated:
FOR WITHHELD
--- --------
Charles L. Dehner 2,837,676 3,690
Daniel A. DiBiasio 2,814,618 26,748
G. David Hawley 2,815,376 25,990
Georgia H. Miller 2,817,376 23,990
Timothy L. Smith 2,837,676 3,690
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
Exhibit 11. Statement regarding computation of earnings per share is
contained in Part I, Item 2.
Exhibit 15 Accountants' acknowledgement
Exhibit 99 Safe harbor under the Private Securities Litigation Reform Act
of 1995
The Company filed a Form 8-K with the Securities and Exchange Commission on
January 24, 2002 regarding a press release announcing the results of operations
for the fourth quarter of 2001. A form 8-K was filed on March 19, 2002 regarding
a change of independent public auditors from J.D. Cloud & Co. L.L.P., to BKD,
LLP.
14
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.
NB&T FINANCIAL GROUP, INC.
Date: April 13, 2002 /s/ Charles L. Dehner
----------------------------------------
Charles L. Dehner
Treasurer, Executive Vice President,
And Principal Accounting Officer
15