<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 2000
--------------------------
[ ] 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: 333-10909
Forsyth Bancshares, Inc.
-------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Georgia 58-2231953
------------------------------- -----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
501 TRI-COUNTY PLAZA, HIGHWAYS 9 AND 20, CUMMING, GEORGIA 30040
----------------------------------------------------------------
(Address of principal executive offices)
(770) 886-9500
-------------------------------
(Issuer's telephone number)
N/A
---------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 1, 2000: 800,000; no par value.
Transitional Small Business Disclosure Format Yes [ ] No [X]
<PAGE> 2
FORSYTH BANCSHARES, INC. AND SUBSIDIARY
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET - SEPTEMBER 30, 2000..................................... 3
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE
INCOME (LOSS) - THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999................................ 4
CONSOLIDATED STATEMENT OF CASH FLOWS - NINE
MONTHS ENDED SEPTEMBER 30, 2000 AND 1999......................................... 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.......................................... 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS............................... 7
PART II. OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......................... 14
ITEM 5 - OTHER INFORMATION............................................................ 14
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K............................................. 14
SIGNATURES............................................................................ 15
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FORSYTH BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<S> <C>
ASSETS
Cash and due from banks $ 2,895
Interest-bearing deposits in banks 168
Federal funds sold 7,430
Securities available-for-sale, at fair value 20,149
Securities held-to-maturity, fair value of $884 893
Loans 44,877
Less allowance for loan losses 562
--------
Loans, net 44,315
--------
Premises and equipment 1,489
Other assets 1,326
--------
TOTAL ASSETS $ 78,665
========
LIABILITIES AND STOCKHOLDERS' EQUITY
DEPOSITS
Noninterest-bearing demand $ 8,379
Interest-bearing demand 15,376
Savings 918
Time 45,062
--------
TOTAL DEPOSITS 69,735
Other liabilities 530
--------
TOTAL LIABILITIES 70,265
--------
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY
Common stock, no par value; 10,000,000 shares
shares authorized, 800,000 issued and outstanding 7,960
Retained earnings 831
Accumulated other comprehensive loss (391)
--------
TOTAL STOCKHOLDERS' EQUITY 8,400
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 78,665
========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3
<PAGE> 4
FORSYTH BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans $ 1,143 $ 836 $ 3,207 $ 2,241
Taxable securities 290 319 885 989
Nontaxable securities 20 20 60 45
Deposits in banks 6 -- 12 --
Federal funds sold 134 9 239 122
---------- ---------- ---------- ----------
TOTAL INTEREST INCOME 1,593 1,184 4,403 3,397
---------- ---------- ---------- ----------
INTEREST EXPENSE
Deposits 827 526 2,176 1,630
Other borrowings -- -- 2 --
---------- ---------- ---------- ----------
TOTAL INTEREST EXPENSE 827 526 2,178 1,630
---------- ---------- ---------- ----------
NET INTEREST INCOME 766 658 2,225 1,767
PROVISION FOR LOAN LOSSES 14 94 87 130
---------- ---------- ---------- ----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 752 564 2,138 1,637
---------- ---------- ---------- ----------
OTHER INCOME
Service charges on deposit accounts 39 25 95 75
Gain on sales of securities available-for-sale -- 7 -- 7
Other operating income 4 3 18 22
---------- ---------- ---------- ----------
TOTAL OTHER INCOME 43 35 113 104
---------- ---------- ---------- ----------
OTHER EXPENSES
Salaries and other employee benefits 281 207 813 578
Occupancy and equipment expenses 105 73 274 211
Loss on sales of securities available-for-sale -- -- 14 --
Other operating expenses 169 176 553 463
---------- ---------- ---------- ----------
TOTAL OTHER EXPENSES 555 456 1,654 1,252
---------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES 240 143 597 489
INCOME TAX EXPENSE 90 61 226 184
---------- ---------- ---------- ----------
NET INCOME 150 82 371 305
---------- ---------- ---------- ----------
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
Unrealized gains (losses) on securities
available-for-sale arising during period 210 (125) 322 (563)
---------- ---------- ---------- ----------
COMPREHENSIVE INCOME (LOSS) $ 360 $ (43) $ 693 $ (258)
========== ========== ========== ==========
BASIC AND DILUTED EARNINGS PER COMMON SHARE $ 0.19 $ 0.10 $ 0.46 $ 0.38
========== ========== ========== ==========
WEIGHTED AVERAGE SHARES OUTSTANDING
(BASIC AND DILUTED) 800,000 800,000 800,000 800,000
========== ========== ========== ==========
CASH DIVIDENDS PER SHARE OF COMMON STOCK $ -- $ -- $ -- $ --
========== ========== ========== ==========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4
<PAGE> 5
FORSYTH BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 371 $ 305
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 136 95
Provision for loan losses 87 130
(Gain) loss on sales of securities available-for-sale 14 (7)
Other operating activities (161) (107)
-------- --------
Net cash provided by operating activities 447 416
-------- --------
INVESTING ACTIVITIES
Purchases of securities available-for-sale (186) (5,416)
Proceeds from maturities of securities available-for-sale 396 674
Proceeds from sales of securities available-for-sale 987 2,250
Proceeds from maturities held-to-maturity 40 666
Net increase in interest-bearing deposits in banks (168) --
Net (increase) decrease in Federal funds sold (5,370) 6,730
Net increase in loans (6,331) (8,412)
Purchase of premises and equipment (574) (119)
-------- --------
Net cash used in investing activities (11,206) (3,627)
-------- --------
FINANCING ACTIVITIES
Net increase in deposits 11,695 3,012
-------- --------
Net cash provided by financing activities 11,695 3,012
-------- --------
Net increase (decrease) in cash and due from banks 936 (199)
Cash and due from banks at beginning of period 1,959 1,326
-------- --------
Cash and due from banks at end of period $ 2,895 $ 1,127
======== ========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5
<PAGE> 6
FORSYTH BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The consolidated financial information for Forsyth Bancshares, Inc.
(the "Company") included herein is unaudited; however, such information
reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for a
fair statement of results for the interim period.
The results of operations for the three and nine month periods ended
September 30, 2000 are not necessarily indicative of the results to be
expected for the full year.
NOTE 2. CURRENT ACCOUNTING DEVELOPMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities".
The effective date of this statement has been deferred by SFAS No. 137
until fiscal years beginning after June 15, 2000. However, the
statement permits early adoption as of the beginning of any fiscal
quarter after its issuance. The Company expects to adopt this statement
effective January 1, 2001. SFAS No. 133 requires the Company to
recognize all derivatives as either assets or liabilities in the
balance sheet at fair value. For derivatives that are not designated as
hedges, the gain or loss must be recognized in earnings in the period
of change. For derivatives that are designated as hedges, changes in
the fair value of the hedged assets, liabilities, or firm commitments
must be recognized in earnings or recognized in other comprehensive
income until the hedged item is recognized in earnings, depending on
the nature of the hedge. The ineffective portion of a derivative's
change in fair value must be recognized in earnings immediately.
Management has not yet determined what effect the adoption of SFAS No.
133 will have on the Company's earnings or financial position.
There are no other recent accounting pronouncements that have had, or
are expected to have, a material effect on the Company's financial
statements.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have affected the financial position and
operating results of the Company and its bank subsidiary, The Citizens
Bank of Forsyth County (the "Bank"), during the periods included in the
accompanying consolidated financial statements.
The Company is not aware of any known trends, events or uncertainties,
other than the effect of events as described below, that will have or
that are reasonably likely to have a material effect on its liquidity,
capital resources or operations. The Company is also not aware of any
current recommendations by the regulatory authorities which, if they
were implemented, would have such an effect.
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
Certain of the statements made herein under the caption "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" ("MD&A") are forward-looking statements for purposes of the
Securities Act of 1933, as amended (the "Securities Act") and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
as such may involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements
of the Company to be materially different from future results,
performance or achievements expressed or implied by such
forward-looking statements. Such forward looking statements include
statements using words such as "may," "will," "anticipate," "should,"
"would," "believe," "contemplate," "expect," "estimate," "continue,"
"may," "intend," or other similar words and expressions of the future.
Our actual results may differ significantly from the results we discuss
in these forward-looking statements.
These forward-looking statements involve risks and uncertainties and
may not be realized due to a variety of factors, including, without
limitation: the effects of future economic conditions; governmental
monetary and fiscal policies, as well as legislative and regulatory
changes; the risks of changes in interest rates on the level and
composition of deposits, loan demand, and the values of loan
collateral, securities, and other interest-sensitive assets and
liabilities; interest rate risks; the effects of competition from other
commercial banks, thrifts, mortgage banking firms, consumer finance
companies, credit unions, securities brokerage firms, insurance
companies, money market and other mutual funds and other financial
institutions operating in the Company's market area and elsewhere,
including institutions operating regionally, nationally, and
internationally, together with such competitors offering banking
products and services by mail, telephone, computer, and the Internet.
7
<PAGE> 8
LIQUIDITY AND CAPITAL RESOURCES
Management considers the Company's liquidity to be adequate to meet operating
and loan funding requirements at September 30, 2000. At September 30, 2000, the
liquidity ratio (i.e. cash, short-term assets and marketable assets divided by
deposits) for the Bank was approximately 45% and the loan to deposit ratio was
approximately 64%. As the portfolio grows, management will continue to monitor
the liquidity of the Bank and the Company and make adjustments as deemed
necessary. Investing the Bank's available funds in loans and other high yielding
securities will increase the Bank's earning potential.
Requirements by banking regulators include the monitoring of risk-based capital
guidelines for banks and holding companies that are designed to make capital
requirements more sensitive to differences in risk profiles and account for off
balance sheet items. The Bank and the Company exceed the regulatory minimums on
capital requirements and ratios. However, as the Company and the Bank continue
to grow and the loan portfolio increases, these ratios should adjust downward.
Management will monitor these amounts and ratios on a continuous basis. The
minimum capital requirements and the actual capital ratios for the Company and
the Bank are as follows:
<TABLE>
<CAPTION>
ACTUAL
---------------------------
THE CITIZENS
FORSYTH BANK OF REGULATORY
BANCSHARES FORSYTH MINIMUM
INC. COUNTY REQUIREMENT
---------- ------------ -----------
<S> <C> <C> <C>
Leverage capital ratios 11.30% 9.80% 4.00%
Risk-based capital ratios:
Tier I capital 17.17 15.01 4.00
Total capital 17.82 16.13 8.00
</TABLE>
FINANCIAL CONDITION
Following is a summary of the Company's balance sheets for the periods
indicated:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999 INCREASE (DECREASE)
------------- ------------ -----------------------
(DOLLARS IN THOUSANDS) AMOUNT PERCENT
---------------------------- -------- --------
<S> <C> <C> <C> <C>
Cash and due from banks $ 3,063 $ 1,959 $ 1,104 56.36%
Federal funds sold 7,430 2,060 5,370 260.68
Securities 21,042 21,843 (801) (3.67)
Loans 44,315 38,072 6,243 16.40
Premises and equipment 1,489 1,051 438 41.67
Other assets 1,326 1,224 102 8.33
-------- -------- --------
$ 78,665 $ 66,209 $ 12,456 18.81
======== ======== ========
Deposits $ 69,735 $ 58,040 $ 11,695 20.15%
Other liabilities 530 462 68 14.72
Stockholders' equity 8,400 7,707 693 8.99
-------- -------- --------
$ 78,665 $ 66,209 $ 12,456 18.81
======== ======== ========
</TABLE>
8
<PAGE> 9
As indicated in the above table, the Company's total assets grew at a rate of
18.81%. Deposit growth of $11,695,000 was primarily invested in loans with the
majority of the remainder invested in Federal funds sold. The Company's loan to
deposit ratio has remained consistent since December 31, 1999 at approximately
65%. Premises and equipment has increased due to fixed asset purchases
associated with the Company's new branch which opened in February of 2000 and
the purchase of land for future branch expansion. Stockholders' equity has
increased by $693,000 due to net income of $371,000 and decreases of unrealized
losses on securities available-for-sale, net of tax, of $322,000.
9
<PAGE> 10
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
Following is a summary of the Company's operations for the periods indicated.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
2000 1999 INCREASE (DECREASE)
------ ------ -----------------------
(DOLLARS IN THOUSANDS) AMOUNT PERCENT
---------------------- ------ -------
<S> <C> <C> <C> <C>
Interest income $1,593 $1,184 $ 409 34.54%
Interest expense 827 526 301 57.22
------ ------ ------
Net interest income 766 658 108 16.41
Provision for loan losses 14 94 (80) (85.11)
Other income 43 35 8 22.86
Other expense 555 456 99 21.71
------ ------ ------
Pretax income 240 143 97 67.83
Income taxes 90 61 29 47.54
------ ------ ------
Net income $ 150 $ 82 $ 68 82.93
====== ====== ======
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
2000 1999 INCREASE (DECREASE)
------ ------ ----------------------
(DOLLARS IN THOUSANDS) AMOUNT PERCENT
---------------------- ------ -------
<S> <C> <C> <C> <C>
Interest income $4,403 $3,397 $1,006 29.61%
Interest expense 2,178 1,630 548 33.62
------ ------ ------
Net interest income 2,225 1,767 458 25.92
Provision for loan losses 87 130 (43) (33.08)
Other income 113 104 9 8.65
Other expense 1,654 1,252 402 32.11
------ ------ ------
Pretax income 597 489 108 22.09
Income taxes 226 184 42 22.83
------ ------ ------
Net income $ 371 $ 305 $ 66 21.64
====== ====== ======
</TABLE>
As indicated in the above table, the Company's net interest income has increased
by $108,000 and $458,000 for the third quarter and first nine months of 2000 as
compared to the same periods in 1999. The Company's net interest margin
increased to 4.26% during the first nine months of 2000 as compared to 3.99% for
the first nine months of 1999 and 4.08% for the entire year of 1999. The
increase in net interest income and net interest margin is due primarily to the
increased volume of average loans. The Company has been able to offset higher
interest rates paid on deposits with higher yields earned on loans.
10
<PAGE> 11
The provision for loan losses decreased by $80,000 and $43,000 for the third
quarter and first nine months of 2000 as compared to the same periods in 1999.
The amounts provided are due primarily to loan growth and inherent risk in the
loan portfolio. The Company's allowance for loan losses as a percentage of total
loans amounted to 1.25% at September 30, 2000 and December 31, 1999. The
allowance for loan losses is maintained at a level that is considered
appropriate by management to adequately cover all known and inherent risks in
the loan portfolio. Management's evaluation of the loan portfolio includes a
continuing review of loan loss experience, current economic conditions which may
affect the borrower's ability to repay and the underlying collateral value.
Information with respect to nonaccrual, past due and restructured loans at
September 30, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30,
---------------------
2000 1999
---- ----
(DOLLARS IN THOUSANDS)
----------------------
<S> <C> <C>
Nonaccrual loans $ 16 $ 26
Loans contractually past due ninety days or more as to interest
or principal payments and still accruing 8 2
Restructured loans 0 0
Loans, now current about which there are serious doubts as to the
ability of the borrower to comply with loan repayment terms 0 0
Interest income that would have been recorded on nonaccrual
and restructured loans under original terms 2 2
Interest income that was recorded on nonaccrual and restructured loans 0 0
</TABLE>
It is the policy of the Bank to discontinue the accrual of interest income when,
in the opinion of management, collection of such interest becomes doubtful. This
status is accorded such interest when (1) there is a significant deterioration
in the financial condition of the borrower and full repayment of principal and
interest is not expected and (2) the principal or interest is more than ninety
days past due, unless the loan is both well-secured and in the process of
collection.
Loans classified for regulatory purposes as loss, doubtful, substandard, or
special mention that have not been included in the table above do not represent
or result from trends or uncertainties which management reasonably expects will
materially impact future operating results, liquidity or capital resources.
These classified loans do not represent material credits about which management
is aware of any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment terms.
11
<PAGE> 12
Information regarding certain loans and allowance for loan loss data through
September 30, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------
2000 1999
-------- --------
(DOLLARS IN THOUSANDS)
----------------------
<S> <C> <C>
Average amount of loans outstanding $ 42,621 $ 31,171
======== ========
Balance of allowance for loan losses at beginning of period $ 482 $ 360
-------- --------
Loans charged off
Commercial and financial $ 0 $ 40
Real estate mortgage 0 --
Instalment 7 1
-------- --------
7 41
-------- --------
Loans recovered
Commercial and financial 0 --
Real estate mortgage 0 --
Instalment 0 2
-------- --------
0 2
-------- --------
Net charge-offs 7 39
-------- --------
Additions to allowance charged to operating expense during period 87 130
-------- --------
Balance of allowance for loan losses at end of period $ 562 $ 451
======== ========
Ratio of net loans charged off during the period to
average loans outstanding .02% 0.13%
======== ========
</TABLE>
Other income has increased slightly for the third quarter and first nine months
of 2000 as compared to the same periods in 1999 due to primarily to increased
service charges on deposit accounts.
Other expenses increased during the third quarter and first nine months of 2000
by $99,000 and $402,000 as compared to the same periods in 1999 due primarily to
increased salaries and employee benefits and other operating expenses. Salaries
and employee benefits have increased due to a gradual increase of full time
equivalent employees from 14 at the beginning of 1999 to 25 as of September 30,
2000. Other operating expenses have increased due to the overall growth of the
Company and the opening of the new branch in 2000. Occupancy and equipment
expenses have increased and are expected to continue to increase during the
remainder of the year as costs associated with the new branch are incurred. The
Company also incurred losses on sale of securities available-for-sale of $14,000
during the first nine months of 2000 as compared to none during the first nine
months of 1999.
The Company's provision for income taxes has increased during the third quarter
and first nine months of 2000 by $29,000 and $42,000 as compared to the same
periods in 1999 due to higher pretax income.
12
<PAGE> 13
Overall, net income has increased by $68,000 and $66,000 for the third quarter
and first nine months of 2000 as compared to the same periods in 1999 as
increased net interest income and reduced loan loss provisions have been offset
by increased operating expenses.
13
<PAGE> 14
PART II - OTHER INFORMATION
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.
27. Financial Data Schedule, (for SEC use only).
(b) Reports on Form 8-K.
None.
14
<PAGE> 15
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FORSYTH BANCSHARES, INC.
(Registrant)
DATE: November 10, 2000 BY: /s/ Timothy M. Perry
----------------- --------------------------------------------
Timothy M. Perry, President and C.E.O.
(Principal Executive Officer)
DATE: November 10, 2000 BY: /s/ Holly R. Hunt
----------------- --------------------------------------------
Holly R. Hunt, Vice President, Secretary
and Treasurer
(Principal Financial and Accounting Officer)
15
