<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 or 15 (d)
of the Securities and Exchange Act of 1934.
For Quarter ended June 30, 2000 Commission File
------------- Number 0-15261
-------
Bryn Mawr Bank Corporation
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2434506
------------------------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
801 Lancaster Avenue, Bryn Mawr, Pennsylvania 19010
---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 525-1700
---------------
Not Applicable
--------------------------------------------------------------------------------
Former name, former address and fiscal year, if changed since last report.
Indicate by check whether the registrant (1) has filed all reports 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 class of
common stock, as of the latest practicable date.
Class Outstanding at August 3, 2000
-----------------------
Common Stock, par value $1 4,292,782
<PAGE>
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED June 30, 2000
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Income for the six
months ended June 30, 2000 and 1999....................Page 1
Consolidated Statements of Income for the three
months ended June 30, 2000 and 1999....................Page 2
Consolidated Balance Sheets as of June 30 2000,
December 31, 1999 and June 30, 1999....................Page 3
Consolidated Statements of Cash Flows for the six
months ended June 30, 2000 and 1999....................Page 4
Consolidated Statements of Comprehensive Income for
three months ended June 30, 2000 and 1999 and
six months ended June 30, 2000 and 1999 ...............Page 5
Notes to Consolidated Financial Statements......................Page 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS..................Page 11
PART II - OTHER INFORMATION..............................................Page 20
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars In Thousands*)
Unaudited
<TABLE>
<CAPTION>
Six Months Ended
June 30
2000 1999**
---------- ----------
<S> <C> <C>
Interest income:
Interest and fees on loans...................................... $ 14,366 $ 12,335
Interest on federal funds sold.................................. 236 345
Interest on interest bearing deposits with banks................ 78 74
Interest and dividends on investment securities:
U.S. Treasury securities....................................... 113 157
U.S. Government Agency securities.............................. 590 776
Obligations of states and political subdivisions............... 66 102
Dividend income................................................ 67 41
--------- ---------
Total interest and dividend income................................ 15,516 13,830
Interest expense ................................................. 3,276 2,680
--------- ---------
Net interest income............................................... 12,240 11,150
Loan loss provision............................................... 125 125
--------- ---------
Net interest income after loan loss provision..................... 12,115 11,025
--------- ---------
Other income:
Fees for Trust services......................................... 4,563 5,040
Service charges on deposits..................................... 553 581
Other service charges, commissions and fees..................... 535 486
Net gain on sale of loans....................................... 503 630
Net gain on sale of other real estate owned..................... 0 6
Other operating income.......................................... 2,666 2,581
--------- ---------
Total other income................................................ 8,820 9,324
--------- ---------
Other expenses:
Salaries and wages.............................................. 7,408 7,331
Employee benefits............................................... 990 1,292
Occupancy and bank premises..................................... 1,074 910
Furniture, fixtures, and equipment.............................. 1,047 968
Other operating expenses........................................ 4,620 4,114
--------- ---------
Total other expenses.............................................. 15,139 14,615
--------- ---------
Income before income taxes........................................ 5,796 5,734
Applicable income taxes........................................... 2,129 1,890
--------- ---------
Net Income........................................................ $ 3,667 $ 3,844
========= =========
Earnings per common share......................................... $ 0.85 $ 0.88
Earnings per common share-assuming dilution....................... $ 0.82 $ 0.84
Cash dividends declared........................................... $ 0.34 $ 0.30
Weighted-average shares outstanding............................... 4,311,149 4,365,061
Dilutive potential common shares.................................. 163,850 222,470
--------- ---------
Adjusted weighted-average shares.................................. 4,474,999 4,587,531
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
* Except for share and per share data.
** Reclassified for comparative purposes.
Form 10-Q
Page 1
<PAGE>
FINANCIAL STATEMENTS
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars In Thousands*)
Unaudited
<TABLE>
<CAPTION>
Three Months Ended
June 30
2000 1999**
--------- ---------
<S> <C> <C>
Interest income:
Interest and fees on loans...................................... $ 7,355 $ 6,608
Interest on federal funds sold.................................. 104 112
Interest on interest bearing deposits with banks................ 19 30
Interest and dividends on investment securities:
U.S. Treasury securities....................................... 56 55
U.S. Government Agency Securities.............................. 297 321
Obligations of states and political subdivisions............... 33 51
Dividend income................................................ 33 21
--------- ---------
Total interest income............................................. 7,897 7,198
Interest expense.................................................. 1,677 1,336
--------- ---------
Net interest income............................................... 6,220 5,862
Loan loss provision............................................... 62 62
--------- ---------
Net interest income after loan loss provision..................... 6,158 5,800
--------- ---------
Other income:
Fees for Trust services......................................... 2,302 2,622
Service charges on deposits..................................... 268 305
Other service charges, commissions and fees..................... 183 173
Net gain on sale of loans....................................... 317 280
Net gain on sale of other real estate owned..................... 0 6
Other operating income.......................................... 1,441 1,405
--------- ---------
Total other income................................................ 4,511 4,791
--------- ---------
Other expenses:
Salaries and wages.............................................. 3,917 3,919
Employee benefits............................................... 184 630
Occupancy and bank premises..................................... 538 503
Furniture, fixtures, and equipment.............................. 551 458
Other operating expenses........................................ 2,628 2,189
--------- ---------
Total other expenses.............................................. 7,818 7,699
--------- ---------
Income before income taxes........................................ 2,851 2,892
Applicable income taxes........................................... 1,144 890
--------- ---------
Net Income....................................................... $ 1,707 $ 2,002
========= =========
Earnings per common share......................................... $ 0.40 $ 0.46
Earnings per common share-assuming dilution....................... $ 0.38 $ 0.44
Cash dividends declared........................................... $ 0.17 $ 0.15
Weighted-average shares outstanding............................... 4,301,830 4,349,093
Dilutive potential common shares.................................. 161,459 218,037
--------- ---------
Adjusted weighted-average shares.................................. 4,463,289 4,567,130
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
* Except for share and per share data.
** Reclassified for comparative purposes.
Form 10-Q
Page 2
<PAGE>
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)
<TABLE>
<CAPTION>
June 30, December 31, June 30,
2000 1999** 1999
(Unaudited) (Unaudited)
---------------------------------------------
<S> <C> <C> <C>
Assets
Cash and due from banks............................................ $ 27,051 $ 17,914 $ 20,561
Interest bearing deposits with banks............................... 507 13,793 97
Federal funds sold................................................. 6,451 17,609 8,738
Investment securities available for sale, at market (amortized
cost of $29,859, $30,201 and $29,820 as of June
December 31, 1999 and June 30, 1999, respectively................ 29,270 29,611 29,501
Loans:
Consumer......................................................... 69,133 70,211 68,973
Commercial....................................................... 126,387 119,835 101,966
Real estate...................................................... 157,840 148,893 143,332
------- ------- -------
Total loans.................................................... 353,360 338,939 314,271
Less: Allowance for possible loan losses......................... (4,328) (4,400) (4,243)
------- ------- -------
Net loans...................................................... 349,032 334,539 310,028
------- ------- -------
Premises and equipment, net........................................ 12,232 11,880 12,293
Accrued interest receivable........................................ 2,578 2,411 2,318
Goodwill (net)..................................................... 3,053 3,294 3,386
Other real estate owned............................................ -- -- 312
Other assets....................................................... 6,167 5,769 5,325
------- ------- -------
Total assets................................................... $436,341 $436,820 $392,559
======= ======= =======
Liabilities
Deposits:
Demand, non-interest-bearing..................................... $103,449 $ 98,790 $ 92,705
Savings.......................................................... 192,267 194,057 179,577
Time............................................................. 71,833 78,221 58,598
------- ------- -------
Total deposits................................................. 367,549 371,068 330,880
------- ------- -------
Borrowed funds..................................................... 15,000 10,000 10,000
Other liabilities.................................................. 5,461 9,033 7,035
------- ------- -------
Total liabilities.............................................. 388,010 390,101 347,915
------- ------- -------
Shareholders' equity
Common stock, par value $1; authorized 25,000,000
shares; issued 5,191,455, 5,179,608 and 5,147,065 shares
as of June 30, 2000, December 31, 1999 and June 30, 1999,
respectively and outstanding of 4,301,282, 4,323,250 and
4,329,207 shares as of June 30, 2000, December 31 1999
and June 30, 1999, respectively ................................. 5,191 5,180 5,147
Paid-in capital in excess of par value ........................... 4,622 4,467 4,074
Unrealized investment (depreciation)
appreciation net of deferred income taxes........................ (389) (389) (211)
Retained earnings.................................................. 47,349 45,149 42,333
------- ------- -------
56,773 54,407 51,343
Less: Common stock in treasury at cost -- 890,173, 856,358 and
817,585 shares as of June 30, 2000, December 31, 1999
and June 30, 1999, respectively.................................. (8,442) (7,688) (6,699)
------- ------- -------
Total shareholders' equity....................................... 48,331 46,719 44,644
------- ------- -------
Total liabilities and shareholders' equity....................... $436,341 $436,820 $392,559
======= ======= =======
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
** Reclassified for comparative purposes.
Form 10-Q
Page 3
<PAGE>
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars In Thousands)
Unaudited
<TABLE>
<CAPTION>
Six Months Ended
June 30
--------------------
2000 1999
-------- --------
<S> <C> <C>
Operating activities:
Net Income..................................................... $ 3,667 $ 3,844
Adjustments to reconcile net income to net cash (used)
operating activities:
Provision for loan losses...................................... 125 125
Provision for depreciation and amortization.................... 743 580
Gain on sale of other real estate owned........................ 0 (6)
Loans originated for resale.................................... (29,579) (47,960)
Proceeds from loans sold....................................... 29,014 46,157
Gain on sale of loans.......................................... (503) (630)
Increase (Decrease) in deferred income taxes.................. 11 (91)
Increase in interest receivable................................ (166) (249)
Increase (Decrease) in interest payable........................ 231 (189)
Other.......................................................... (3,949) (646)
------- -------
Net cash (used) provided by operating activities......... (406) 935
------- -------
Investing activities:
Purchases of investment securities............................. (400) (37,924)
Proceeds from maturity and calls of fixed income securities.... 830 59,060
Loan originations , net ....................................... (2,887) (13,443)
Loans purchased (dealer loans)................................. (10,663) (17,192)
Purchases of premises and equipment............................ (1,087) (801)
Capitalization of costs of other real estate owned............. 0 (41)
Cost of acquiring new subsidiaries............................. 0 (2,195)
------- -------
Net cash used by investing activities.................... (14,207) (12,536)
------- -------
Financing activities:
Change in demand and savings deposits.......................... 2,869 (6,350)
Net decrease in time deposits.................................. (6,388) (5,127)
Dividends paid................................................. (1,467) (1,302)
Repayment of mortgage debt..................................... (17) (14)
Purchases of treasury stock.................................... (754) (1,542)
Proceeds from borrowed funds................................... 5,000 10,000
Proceeds from issuance of common stock......................... 166 0
------- -------
Net cash used by financing activities.................... (591) (4,335)
------- -------
Decrease in cash and cash equivalents.......................... (15,204) (15,936)
Cash and cash equivalents at beginning of period............... 49,213 45,332
------- -------
Cash and cash equivalents at end of period..................... $ 34,009 $ 29,396
======= =======
Supplemental cash flow information:
Income taxes paid........................................... $ 1,207 $ 1,300
Interest paid............................................... $ 2,476 $ 2,869
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
*Reclassified for comparative purposes.
Form 10-Q
Page 4
<PAGE>
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
Unaudited
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
2000 1999 2000 1999
----------------------- -----------------------
<S> <C> <C> <C> <C>
Net Income..................................... $ 1,707 $ 2,002 $ 3,667 $ 3,844
Other comprehensive income:
Unrealized holding (losses) gains on
available-for-sale securities........ 89 (166) 0 (319)
Deferred income tax (benefit) expense on
unrealized holding (losses) gains on
available for sale securities........ (30) 56 0 108
---------- ---------- ---------- ----------
Comprehensive net income....................... $ 1,766 $ 1,892 $ 3,667 $ 3,633
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Form 10-Q
Page 5
<PAGE>
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000 AND 1999
(Unaudited)
1. Unaudited Interim Results:
The consolidated balance sheets of Bryn Mawr Bank Corporation (the
"Corporation") as of June 30, 2000 and 1999, the related consolidated statements
of cash flows for the six month periods ended June 30, 2000 and 1999, the
related consolidated statements of income for the six month periods and three
month periods ended June 30, 2000 and 1999 and the related consolidated
statements of comprehensive income for the six month periods and three month
periods ended June 30, 2000 and 1999 are all unaudited.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of certain assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of related revenue and expense during the
reporting period. Actual results could differ from those estimates. Management
believes that all adjustments, accruals and elimination entries necessary for
the fair presentation of the consolidated financial position and results of
operations for the interim periods presented have been made. All such
adjustments were of a normal recurring nature. The year-end balance sheet data
was derived from audited financial statements, but does not include all
disclosures required by generally accepted accounting principles. The financial
statements should be read in conjunction with the Notes to Consolidated
Financial Statements contained in the Corporation's 1999 Annual Report
incorporated in the 1999 Form 10-K (Exhibit #13).
2. Earnings Per Common Share:
Reference is made to Note #12, Stock Option Plan (the "Plan"), in the
Notes to Consolidated Financial Statements in the Corporation's 1999 Annual
Report incorporated in the 1999 Form 10-K (Exhibit #13). Shares under option
under the Plan had a dilutive impact on net income per share for the three and
six month periods ended June 30, 2000 and 1999.
3. Disclosure of Accounting Policy:
For purposes of reporting cash flows, cash and cash equivalents include
cash on hand, interest bearing deposits with banks and federal funds sold.
4. Adoption of Financial Accounting Standards:
In June 1998, Statement of Financial Accounting Standard No. 133
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS No.
Form 10-Q
Page 6
<PAGE>
133") was issued and subsequently amended by Statement of Financial Accounting
Standard No. 137 "Accounting for Derivative Instruments and Hedging
Activities--Deferral of the effective date of SFAS No. 133" ("SFAS No. 137").
SFAS No. 133 establishes accounting and reporting standards for
derivative instruments and for hedging activities. SFAS No. 133, as amended by
SFAS No. 137, is effective for all fiscal quarters of all fiscal years beginning
after June 15, 2000. The Corporation does not own any derivative instruments and
does not engage in hedging activities. These statements will not have a material
impact on the financial condition or results of operations of the Corporation.
5. Loans:
Interest income on loans performing satisfactorily is recognized on the
accrual method of accounting. Nonperforming loans are loans on which scheduled
principal and/or interest is past due 90 days or more or loans less than 90 days
past due which are deemed to be problem loans by management. All nonperforming
loans, except consumer loans, are placed on nonaccrual status, and any
outstanding interest receivable at the time the loan is deemed nonperforming is
deducted from interest income. The charge-off policy for all loans, including
nonperforming and impaired loans, considers such factors as the type and size of
the loan, the quality of the collateral, and historical creditworthiness of the
borrower in management's assessment of the collectability of such loans.
As a part of its internal loan review process, management, when
considering classifying a loan as an impaired loan, considers a number of
factors, such as a borrower's financial strength, the value of related
collateral and the ability to continue to meet the original contractual terms of
a loan. Major risk classifications, used to aggregate loans, include credit or
the risk of failure to repay a loan and concentration risk. A loan is not
considered impaired if there is merely an insignificant delay or shortfall in
the amounts of payments. An insignificant delay or shortfall is a temporary
delay in the payment process of a loan. However, under these circumstances, the
Corporation's subsidiary, The Bryn Mawr Trust Company (the "Bank"), expects to
collect all amounts due, including interest accrued at the contractual interest
rate for the period of the delay.
When a borrower is deemed to be unable to meet the original terms of a
loan, the loan is considered impaired. While all impaired loans are not
necessarily considered non-performing loans, if a loan is delinquent for 90 days
or more, it is considered both a nonperforming and an impaired loan. All of the
Corporation's impaired loans, which amounted to $82,000, $720,000 and $467,000
at June 30, 2000, December 31, 1999 and June 30, 1999, respectively, were placed
on nonaccrual status and any outstanding accrued interest receivable on such
loans at the time they were placed on nonaccrual status, was reversed from
income.
Impaired loans are required to be measured based upon the present value
of expected future cash flows, discounted at the loan's initial effective
interest rate or at the loan's market price or fair value of the collateral, if
the loan is collateral dependent. As of June 30, 2000, December 31, 1999 and
June 30, 1999, no impaired loans were measured using
Form 10-Q
Page 7
<PAGE>
the present value of expected future cash flows or the loan's market price
because all impaired loans were collateral dependent at these respective dates.
Impaired loans measured by the value of the loan's collateral amounted to
$82,000, $720,000, and $467,000, respectively.
If the loan valuation is less than the recorded value of the loan, an
impairment reserve must be established for the difference. All impairment
reserves established in either 2000 or 1999 were allocated from the existing
reserve for loan losses. As of June 30, 2000, December 31, 1999 and June 30,
1999, there were $33,000, $679,000 and $353,000, respectively of impaired loans
for which there is a related allowance for loan losses. The total related
allowance for loan losses were $10,000, $110,000 and $78,000, respectively.
Impaired loans for which no loan loss allowance was allocated amounted to
$49,000, at June 30, 2000, $41,000 at December 31, 1999 and $114,000 at June 30,
1999. Average impaired loans as of June 30, 2000, December 31, 1999 and June 30,
1999 amounted to $614,000, $1,088,000 and $1,153,000, respectively.
When a loan is classified as impaired, it is put on a nonaccrual status
and any income subsequently collected is credited to the outstanding principal
balance. Therefore, no interest income was reported on outstanding loans while
considered impaired during either six month period ended June 30, 2000 or 1999.
Loans may be removed from impaired status and returned to accrual status when
all principal and interest amounts contractually due are reasonably assured of
repayment within an acceptable period of time and there is a sustained period of
repayment performance by the borrower, with a minimum repayment of at least six
months, in accordance with the contractual terms of interest and principal.
Subsequent income recognition would be recorded under the existing terms of the
loan. Based on the above criteria, no loans considered impaired were removed
from the impaired loan status, during the first six months of 2000 and
$1,283,000 of loans considered impaired were removed from the impaired loan
status during the first six months of 1999.
Smaller balance, homogeneous loans, exclusively consumer loans, when
included in nonperforming loans, for practical consideration, are not put on a
nonaccrual status nor is the current accrued interest receivable reversed from
income.
Form 10-Q
Page 8
<PAGE>
6. Allowance for Possible Loan Losses:
The summary of changes in the allowance is as follows:
Six Months ended Year ended
June, 30 December,31
2000 1999 1999
---- ---- ----
Balance, Beginning of period $4,400 $4,100 $4,100
Charge-offs:
Consumer (227) (94) (209)
Commercial and industrial 0 0 10
Real estate 0 0 22*
----- ---- -----
Total charge-offs (227) (94) (197)
----- ---- -----
Recoveries:
Consumer 30 25 44
Commercial and industrial 0 87 87
Real estate 0 0 116
----- ---- -----
Total recoveries 30 112 247
----- ---- -----
Net (charge-offs)/ recoveries (197) 18 50
Provision for loan losses 125 125 250
----- ---- -----
Balance, End of period $4,328 $4,243 $4,400
*The negative charge-off of $22,000 in real estate loans reflects the adding
back to the loan loss reserve of an amount previously charged off, in
conjunction with the acquisition of other real estate owned.
Form 10-Q
Page 9
<PAGE>
7. Segmentation Analysis:
The Corporation's principal operating segments are structured around the
finanical services provided its customers. The Banking segment gathers deposits
and makes funds available for loans to its customers. The Bank's Investment
Management and Trust segment ("Trust") provides both corporate and individual
investment management and trust products and services. The Bank's Mortgage
Banking segment originates and sells residential mortgage loans to the secondary
mortgage market. Bryn Mawr Bank Corporation and all other subsidiaries are
aggregated under the "All Other" heading.
Segment information for the six months ended June 30, 2000 and 1999 is as
follows:
<TABLE>
<CAPTION>
2000
Mortgage All
Banking Trust Banking Other Consolidated
------- ----- ------- ----- ------------
<S> <C> <C> <C> <C> <C>
Net interest income $ 12,236 $ -- $ -- $ 4 $12,240
Less Loan loss provision 125 -- -- -- 125
-------- -------- -------- -------- --------
Net interest income after
loan loss provision 12,111 -- -- 4 12,115
Other income:
Fees for investment
management and trust
services -- 4,563 -- -- 4,563
Other income 1,291 4 888 2,074 4,257
-------- -------- -------- -------- --------
Total other income 1,291 4,567 888 2,074 8,820
Other expenses:
Salaries and benefits 4,901 1,962 318 1,217 8,398
Occupancy 849 141 39 46 1,075
Other operating expense 3,692 585 175 1,214 5,666
-------- -------- -------- -------- --------
Total other expense 9,442 2,688 532 2,477 15,139
-------- -------- -------- -------- --------
Segment profit (loss) 3,960 1,879 356 (399) 5,796
Intersegment (revenues)
expenses * (10) 118 -- (108) 0
-------- -------- -------- -------- --------
Segment profit after
eliminations $ 3,950 $ 1,997 $ 356 ($ 507) $ 5,796
======== ======== ======== ======== ========
% of segment profit (loss) 68% 34% 6% -9% 100%
</TABLE>
<TABLE>
<CAPTION>
1999
Mortgage All
Banking Trust Banking Other Consolidated
------- ----- ------- ----- ------------
<S> <C> <C> <C> <C> <C>
Net interest income $11,149 -- $ -- $ -- $ 11,149
Less Loan loss provision 125 -- -- -- 125
-------- -------- -------- -------- --------
Net interest income after
loan loss provision 11,024 -- -- -- 11,024
Other income:
Fees for investment
management and trust
services -- 5,040 -- -- 5,040
Other income 1,367 -- 995 2,185 4,547
-------- -------- -------- -------- --------
Total other income 1,367 5,040 995 2,185 9,587
Other expenses:
Salaries and benefits 5,176 1,934 334 1,179 8,623
Occupancy 1,470 246 74 88 1,878
Other operating expense 2,808 477 155 936 4,376
-------- -------- -------- -------- --------
Total other expense 9,454 2,657 563 2,203 14,877
-------- -------- -------- -------- --------
Segment profit (loss) 2,937 2,383 432 (18) 5,734
Intersegment (revenues)
expenses * (3) 118 -- (115) 0
-------- -------- -------- -------- --------
Segment profit after
eliminations $ 2,934 $ 2,501 $ 432 ($ 133) $ 5,734
======== ======== ======== ======== ========
% of segment profit (loss) 51% 44% 8% -2% 100%
</TABLE>
*- Intersegment revenues consist of rental payments to Bryn Mawr Bank
Corporation from its subsidiaries. Intersegment expenses consist of a $3,000
management fee, paid by Bryn Mawr Bank Corporation to the Bank.
Form 10-Q
Page 10
<PAGE>
Item 2.
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is a discussion of the consolidated results of operations
of Bryn Mawr Bank Corporation and its subsidiaries (the "Corporation") for the
three months and six months ended June 30, 2000 and 1999, as well as the
financial condition of the Corporation as of June 30, 2000, December 31, 1999
and June 30, 1999. The Bryn Mawr Trust Company (the "Bank"),Tax Counsellors of
Bryn Mawr, Inc. ("TCBM"), Bryn Mawr Brokerage Company, Inc. ("BM Brokerage"),
CDC Capital Management, Inc. ("CDC") and Joseph W. Roskos & Co., Inc. ("JWR&Co")
are wholly-owned subsidiaries of the Corporation, Insurance Counsellors of Bryn
Mawr, Inc. ("ICBM") is a wholly-owned subsidiary of the Bank.
RESULTS OF OPERATIONS
---------------------
The Corporation reported net income of $3,667,000 for the six months
ended June 30, 2000, a 5% decrease from $3,844,000 reported for the same period
in 1999. Non-recurring income, resulting from prior periods interest income on
impaired loans, was included in the net income for the first six months of 1999.
Conversely, during the first six months of 2000, a management change in CDC
Capital Management, an investment advisory company the Corporation acquired in
1999, created additional non-recurring expense related to contractual severance
and the elimination of the remaining goodwill of the subsidiary. Exclusive of
the non-recurring items referred to above net income increased 8% for the first
six months of 2000, compared to the same period in 1999. This increase is
attributable to a 14% increase in net interest income from the first half of
1999 compared to the same period in 2000. Partially offsetting this increase is
a decline in other income of 5% from $9,324,000 for the first six months of 1999
to $8,820,000 for the same period of 2000. Earnings per common share amounted to
$0.85, a 3% decrease from $0.88 reported for the first half of 1999. Earnings
per common share, assuming dilution were $0.82 and $0.84, respectively.
For the second quarter of 2000, the Corporation reported net income of
$1,707,000, a 15% decrease from the $2,002,000, reported for the second quarter
of 1999. For the three months ended June 30, 2000 and 1999, earnings per common
share amounted to $.40 and $.46, respectively. The 15% decrease in earnings for
the second quarter was due to the non-recurring items detailed above in the
explanation of the year-to-date earnings. Exclusive of the non-recurring items
net income increased 10% in the second quarter of 2000, compared to the second
quarter in 1999. This increase is attributable to a 13% increase in net interest
income from the second quarter of 1999 compared to the same period in 2000.
Partially offsetting this increase is a 6% decrease in other income for the
second quarter of 2000 compared to the same period in 1999.
Form 10-Q
Page 11
<PAGE>
Average outstanding loan balances for the first six months of 2000 grew
16% from average outstanding loan balances for the first six months of 1999.
Partially funding this growth in average outstanding loans was an increase in
average funds borrowed from $1,750,000 to $5,291,000. Additional funding was
provided by a 9% increase in average outstanding deposit balances. Average
outstanding balances of non-interest bearing demand deposit accounts and NOW
accounts were up 6% and 7%, respectively, while the average outstanding balances
of certificates of deposit ("CDs") increased by 19%, primarily as a result of a
promotion of the Bank's CD product in the third quarter of 1999. Average
balances of money market accounts and savings deposits increased by 4%
respectively.
The prime rate increased by 175 basis points from 7.75% at June 30,
1999 to 9.50% at June 30, 2000. Since, in the short term, 30 days or less, the
Bank is asset rate sensitive, an increasing prime rate usually will cause a
related increase in the respective yields on earning assets. The overall
annualized yield on earning assets increased by 35 basis points, from 7.65% at
June 30, 1999 to 8.00% for the same period in 2000.
Compared to the first half of 1999, the average cost of funds for the
respective periods increased 17 basis points, from 1.58% in 1999 to 1.75% in
2000. The result was an increase in the Bank's annualized net interest margin,
to 6.25% for the first six months of 2000 compared to 6.07% for the same period
in 1999. This 1999 net interest margin excludes non-recurring income on impaired
loans. While interest rate movements and their effect on future revenue streams
cannot be predicted, management believes that there are presently no known
trends, events or uncertainties that will have or are reasonably likely to have
a material effect on the Corporation's liquidity, capital resources or results
of operations in the future.
NET INTEREST INCOME
-------------------
For the six months ended June 30, 2000, net interest income rose 9.9%
to $12,115,000 from $11,024,000 in 1999. When adjusted for non-recurring income
the net interest income rose 14%. Total interest income grew 12% for the first
six months of 2000, to $15,192,000 from $13,542,000 for the first six months of
1999. Interest expense increased 22% for the six months ended June 30, 2000, to
$3,276,000 compared to $2,680,000 for the first six months of 1999. The yield on
earning assets for the first six months of 2000 was 8.0% compared to 7.8%, which
includes non-recurring income on impaired loans for the first six months of
1999. The adjusted yield on earning assets excluding non-recurring income for
the first six months of 1999 was 7.65%. The effective rate paid on interest
bearing deposits for the first six months of 2000 and 1999 was 2.4% and 2.2%,
respectively.
Interest and fees on loans increased 16% from $12,334,000 for the first
six months of 1999 to $14,367,000 for the first six months of 2000. A 16%
increase in average outstanding loan balances for the first six months of 2000,
to $341,544,000, compared to $293,383,000 for the same
Form 10-Q
Page 12
<PAGE>
period in 1999, along with a 20 basis point increase in the annualized average
yield on earning assets are the primary reasons for this increase in loan
related interest and fee income.
Interest and dividend income on investments decreased $240,000 or 22%,
from $1,076,000 for the first six months of 1999 to $836,000 for the first six
months of 2000. Interest from U.S. Treasury obligations decreased 28% from
$157,000 for the first six months of 1999 to $113,000 for the first six months
of 2000. The primary reason for this decrease was a $1,684,000 or 30% decrease
in the average balance of U.S. Treasury securities, from $5,634,000 during the
first six months of 1999 to $3,950,000 for the comparable period in 2000. The
decrease in U.S. Treasury obligations was a result of maturities. Interest
income on U.S. Government Agency securities decreased 24% from $776,000 for the
six months ended June 30, 1999 to $590,000 at June 30, 2000. A 28% decrease in
the average balance of U.S. Government Agency securities, from $28,476,000 for
the six months ended June 30, 1999 to $20,363,000 for the same period in 2000,
is primarily responsible for the related 24% decrease in interest income.
Interest income on obligations of states and political subdivisions decreased
35% from $102,000 for the six months ended June 30, 1999 to $66,000 for the same
period in 2000. Average outstanding balances of obligations of state and
political subdivisions decreased by 38%, from $4,643,000 in 1999 to $2,873,000
in 2000. The overall yield on the remaining investment securities increased from
5.4% for the first six months of 1999 to 5.7% for the first six months of 2000,
a result of higher rates of interest being paid on investments purchased during
the twelve month period.
Interest expense on deposits increased 22% or $596,000, to $3,276,000
for the six months ended June 30, 2000 compared to $2,680,000 for the same
period in 1999. The average cost of interest bearing deposits increased 20 basis
points, from 2.2% at June 30, 1999 to 2.4% for the six months ended June 30,
2000. The average interest bearing deposit balances increased 10% to
$272,424,000 at June 30, 2000 compared to $247,551,000 for the same period in
1999. Average balance of non-transaction savings accounts increased 4% for the
first six months of 2000, compared to the same period in 1999, while average
balance of money market accounts and CDs increased by 4% and 19%, respectively.
The Bank's average transaction based NOW account and non-interest bearing demand
deposit account balances increased 7% and 6%, respectively. The annualized cost
of CDs increased 30 basis points, from 4.6% for the first six months of 1999 to
4.9% for the same period in 2000. The average cost of money market accounts
increased 10 basis points, while Savings accounts and NOW accounts remained
unchanged for the first six months of 2000, compared to the same period in 1999.
The average cost of deposits, including non-interest bearing demand deposits
increased from 1.58% for the first half of 1999, to 1.77% for the first half of
2000.
For the second quarter of 2000 compared to the second quarter of 1999,
exclusive of non-recurring income on impaired loans, net interest income
increased 13%. This is due to loan balances increasing 12% from June 30,
Form 10-Q
Page 13
<PAGE>
1999 to June 30, 2000 and the increase in the prime rate from 7.75% as of June
30, 1999 to 9.50% June 30, 2000. Partially offsetting the increase in interest
income is an increase in interest expense from $1,336,000 in the second quarter
of 1999 to $1,677,000 in the second quarter of 2000. This increase in interest
expense is due to the increase in the rates paid on money market accounts and
CD's.
The Bank's asset / liability structure is asset rate sensitive, which
should cause an increase in the net interest margin, should interest rates
increase. Therefore, the 175 basis point increase in the prime rate over the
past twelve months is partially responsible for an 18 basis point increase in
the annualized net interest margin for the first six months of 2000, when
compared to the same period in 1999. For the first six months of 2000, the net
interest margin increased to 6.25% from 6.07%, exclusive of non-recurring income
from impaired loans, for same period in 1999. The net interest margin is
computed exclusive of related loan fee income.
LOAN LOSS PROVISION
-------------------
The Bank provided a loan loss provision of $125,000 for the six months
ended June 30, 2000, equal with the same period in 1999. The loan loss reserve
amounted to 1.22% of outstanding loans at June 30, 2000. Delinquencies, as a
percentage of outstanding loans, were 39 basis points as of June 30, 2000.
Nonperforming loans decreased to $86,000 as of June 30, 2000, compared to
$792,000 as of December 31, 1999 and decreased from $523,000 in nonperforming
loans as of June 30, 1999. Based on the results of both an internal and external
loan review process and the current level of nonperforming loans, management
believes the loan loss reserve to be adequate as of June 30, 2000.
OTHER INCOME
------------
Total other income of $8,820,000 for the six months ended June 30, 2000
decreased 5% from $9,324,000 reported for the same period in 1999.
Fees for trust services declined $477,000 or 9% from $5,040,000 for the
first six months of 1999 to $4,563,000 for the same period in 2000. This
decrease in trust fees is attributable to a decline in estate fees, customer
attrition and a decline in the market value of Trust assets under management.
Trust accounts under management declined in value by 31%, to $1,752,000,000 at
June 30, 2000 from $2,561,061,000 as of June 30, 1999 and the value of these
accounts is a driver for the determination of fees.
The increase in interest rates over the twelve months ended June 30,
2000 caused a decline in the Bank's mortgage banking activity. For the six month
period ended June 30, 2000, the Bank originated and sold $28,838,000 of
residential mortgage loans to the secondary mortgage market, a 37% decrease from
$45,762,000 of residential mortgage loans originated and sold during the first
six months of 1999. The net gain on the sale of loans
Form 10-Q
Page 14
<PAGE>
declined $127,000 or 20% from $630,000 for the six month period ending June
30,1999 to $503,000 for the six month period ending June 30,2000.
Income from other service charges, commissions and fees amounted to
$553,000 for the first half of 2000, a 5% decrease from $581,000 reported for
the first half of 1999. This is primarily due to reduction in the earnings
credit rate used to compute account analysis fees.
Other operating income increased by $85,000 or 3% to $2,666,000 for the
first six months of 2000, compared to $2,581,000 for the same period in 1999.
Total other income decreased $280,000 or 6% from $4,791,000 for the second
quarter of 1999 to $4,511,000 for the second quarter of 2000. Trust fees
decreased $320,000 or 12% from $2,622,000 for the second quarter of 1999 to
$2,302,000 for the same period in 2000. Partially offsetting the decline in
trust fees is an increase in net gains on the sale of loans. This increased
$37,000 or 13% from $281,000 in the second quarter of 1999 to $317,000 for the
same period in 2000.
OTHER EXPENSES
--------------
Total other expense increased 4% for the first six months of 2000 to
$15,139,000 from $14,615,000 for the first six months of 1999.
Salaries and wages grew $77,000 or 1%, from $7,331,000 for the six
months ended June 30, 1999 to $7,408,000 for the same period in 2000. Regular
salary expense, including regular, part time and overtime salaries, increased
$781,000 or 13% during the first half of 2000, from $6,184,000 for the same
period in 1999. This increase reflects planned salary increases and staffing
additions in 2000, as well as the severance expense associated with the
management changes at CDC. Incentive salaries, tied to overall corporate
profitability goals, decreased $626,000 or 59%, from $1,058,000 for the six
months ended June 30, 1999 to $432,000 for the same period in 2000.
Employee benefits expenses decreased $302,000 or 23% from $1,292,000
for the first six months of 1999 to $990,000 for the same period in 2000. The
stronger than anticipated earnings on the Bank"s pension plan assets resulted in
a $436,000 credit to the Bank"s pension plan expense. This credit is being
partially offset by a higher than anticipated cost of medical benefits.
Occupancy expense increased $164,000 or 18%, from $910,000 for the
first six months of 1999 to $1,074,000 for the first six months of 2000. This
increase is directly related to the additional expense of occupying buildings
Two & Six Bryn Mawr Avenue. The Bank also incurred $20,000 in snow removal costs
in 2000 that were not incurred during 1999.
Furniture, fixtures and equipment expense increased $79,000 or 8% from
$968,000 for the first half of 1999 to $1,047,000 for the same period in 2000.
This increase in expense is due to the overall growth in Corporation
Form 10-Q
Page 15
<PAGE>
technology and facilities.
Other operating expenses increased $506,000 or 12%, from $4,114,000 for
the first six months of 1999 to $4,620,000 for the first six months of 2000.
This increase is primarily attributable to the expensing of $152,000 of CDC"s
goodwill associated with the change in CDC"s management.
For the quarter, total other expenses increased 2% or $119,000 to
$7,818,000 for the quarter ended June 30, 2000 from $7,699,000 from the same
quarter in 1999. The largest increase occurred in other operating expense. The
largest component of this increase of $439,000 in the second quarter of 2000
compared to the same period of 1999 is mainly due to the write-off of CDC's
goodwill of $152,000. Offsetting this increase was a decrease in employee
benefits of $446,000 for the second quarter of 2000 from the same period in 1999
due to stronger than anticipated earnings from the pension assets of the
Corporation's pension plan.
APPLICABLE INCOME TAXES
-----------------------
Income taxes (state and federal) for the first six months of 1999 were
$1,890,000 compared to $2,129,000 for the first six months of 2000. This
represents an effective tax rate for each six-month period ended June 30, 2000
and 1999 of 36.7% and 33.0%, respectively. The change in the effective tax rate
for the two periods is due to the addition of state corporate net income taxes
applicable to the subsidiaries.
FINANCIAL CONDITION
-------------------
Total assets have remained relatively even with December 31, 1999.
Total assets at year-end were $436,820,000 and are $436,341,000 as of June 30,
2000. This is an increase of 11% from $392,559,000 as of June 30, 1999.
Outstanding earning assets decreased 3% to $389,588,000 as of June 30,
2000 from $399,952,000 as of December 31, 1999. The Bank's loan portfolio
increased 4%, to $353,360,000 at June 30, 2000 from $338,939,000 as of December
31, 1999. Outstanding loans increased by 12%, from $314,271,000 as of June 30,
1999. Outstanding consumer loans of $69,133,000 at June 30, 2000 were
practically level with consumer loan outstanding balances of $70,211,000 as of
December 31, 1999 and increased less than 1% from $68,973,000 as of June 30,
1999. Competition from automobile manufacturers for automobile loans was the
primary reason for the overall lack of growth in consumer loan balances from
June 30, 1999. Outstanding commercial loans at June 30, 2000 were $126,387,000,
a 5% increase from outstanding commercial loan balances of $119,835,000 at
December 31, 1999 and 24% ahead of $101,966,000 at June 30, 1999. Outstanding
real estate loans were $157,840,000 at June 30, 2000, a 6% increase from
$148,893,000 in outstanding real estate loans at December 31, 1999 and a 10%
increase over $143,332,000 in outstanding real estate loans as of June 30, 1999.
Form 10-Q
Page 16
<PAGE>
The Bank's investment portfolio, having a market value of $29,270,000
at June 30, 2000, decreased 1% from a market value of $29,611,000 at December
31, 1999 and decreased less than 1% from $29,501,000 as of June 30, 1999.
The Corporation has chosen to include all of its investment securities
in the available for sale category. Investments in this category are reported at
the current market value with net unrealized gains or losses, net of the
deferred tax effect, being added or deducted from the Corporation's total equity
on the balance sheet. As of June 30, 2000, the investment portfolio had an
unrealized loss of $590,000, which was equal with the unrealized loss of
$590,000 as of December 31, 1999. The unrealized investment depreciation, net of
deferred income tax benefit, decreased the Corporation's shareholders' equity on
the balance sheet by $389,000 as of June 30, 2000.
Federal funds sold amounted to $6,451,000 as of June 30, 2000, a 63%
decrease from $17,609,000 as of December 31, 1999 and a 26% decrease from
$8,738,000 as of June 30, 1999. A large increase in deposits at year-end 1999
provided for a similar increase in federal funds sold. In an effort to mitigate
potential concentration risk in the sale of federal funds sold, the Bank
invested excess funds into its interest bearing account at the Federal Home Loan
Bank of Pittsburgh (the "FHLB"). As deposits decreased during the first half of
2000, the balance of the FHLB account was also decreased. This is the reason for
a $13,466,000 decrease in interest bearing deposits with banks from December 31,
1999 to June 30, 2000. The decrease in outstanding federal funds sold from
December 31, 1999 was primarily due to the continued demand for loans and a
decline in deposits. The ongoing loan demand has necessitated the need to borrow
additional funds, thereby reducing the funds available for sale. Borrowed funds
have increased $5,000,000 from December 31, 1999 and June 30, 1999. Management
continues to monitor the liquidity requirements of the Bank and believes that it
has the ability to increase its liquidity position through growth of new CDs,
borrowing from the FHLB and the sale of investments that are classified as
available for sale.
Nonperforming assets amounted to $86,000 at June 30, 2000, an 89%
decrease from $792,000 at December 31, 1999 and a 90% decrease from
nonperforming assets of $835,000 at June 30, 1999. Nonperforming loans decreased
89% to $86,000 at June 30, 2000 compared to nonperforming loans of $792,000 at
December 31, 1999 and decreased 84% from $523,000 as of June 30, 1999. OREO
balances amounted to $312,000 as of June 30, 1999. There were no OREO balances
on the Bank's books at either December 31, 1999 or June 30, 2000.
As of June 30, 2000 and 1999, there were no significant loans
classified for regulatory purposes as loss, doubtful, substandard or special
mention that either (i) represent or result from trends or uncertainties which
management reasonably expects will impact future operating results, liquidity,
or capital resources, or (ii) represent
Form 10-Q
Page 17
<PAGE>
material credits about which management is aware of any information, causing
management to have serious doubts as to the borrower's ability to comply with
the loan repayment terms.
Total deposits decreased 1% to $367,549,000 as of June 30, 2000 from
$371,068,000 as of December 31, 1999. A more meaningful measurement of deposit
change is the change in average outstanding deposit balances. Total average
outstanding deposit balances increased 8% to $365,434,000 for the six month
period ended June 30, 2000 from $338,800,000 for the same period in 1999. All
deposit categories had growth in average outstanding balances. Average savings
balances grew 4% at $41,777,000 for the first six months of 2000, compared to
$40,362,000 for the same period in 1999. Money market account balances increased
5% or $2,452,000 from $49,274,000 in average daily outstanding balances for the
six months ended June 30, 1999 to $51,726,000 for the same period in 2000.
Average outstanding NOW account balances grew 7% or $6,334,000, from $93,893,000
for the first six months of 1999 to $100,227,000 for the same period in 2000.
Non-interest bearing demand deposit average outstanding balances grew 6% or
$5,302,000 from $92,999,000 for the six months ended June 30, 1999 to
$98,301,000 for the same period in 2000. Average outstanding CD balances
increased 19% or $11,739,000 from $60,471,000 in average outstanding balances
for the first six months of 2000 to $72,210,000 for the same period in 2000. The
larger increase in average outstanding CD balances was due primarily to a CD
promotion, during the third quarter of 1999, to strengthen the Bank's liquidity
position.
LIQUIDITY, INTEREST RATE SENSITIVITY
------------------------------------
The Bank's liquidity is maintained by managing its core deposits,
purchasing federal funds, selling loans in the secondary market, and borrowing
from the FHLB. The Bank's liquid assets include cash and cash equivalents as
well as certain unpledged investment securities. Bank management incorporates a
liquidity measure, incorporating its ability to borrow from the FHLB to meet
liquidity needs and goals. Periodically, the Asset / Liability Committee of the
Bank reviews the Bank's liquidity needs and reports its findings to the Risk
Management Committee of the Bank's Board of Directors.
In the short term, 30 days or less, the Bank is asset rate sensitive
after adjusting the interest rate sensitivity of savings deposits based on
management's experience and assumptions regarding the impact of product pricing,
interest rate spread relationships and customer behavior. Asset rate sensitivity
will result in a greater portion of assets compared to deposits repricing with
changes in interest rates within specified time periods. The opposite effect
results from being liability rate sensitive. Asset rate sensitivity in the short
term, in an increasing rate environment, should produce an increase in net
interest income. The Bank uses simulation models to help measure its interest
rate risk and to help manage its interest rate sensitivity. The simulation
models consider not only the impact of changes in interest rates on forecasted
net interest
Form 10-Q
Page 18
<PAGE>
income, but also such factors as yield curve relationships, possible loan
prepayments, and deposit withdrawals. As of June 30, 2000, based on the results
from the simulation models, the amount of the Bank's interest rate risk was
within the acceptable range as established by the Asset / Liability Policy.
CAPITAL RESOURCES
-----------------
Total consolidated shareholders equity of the Corporation was
$48,331,000, or 11.1% of total assets, as of June 30, 2000, compared to total
shareholders equity of $46,719,000, or 10.7% of total assets, as of December 31,
1999. As of June 30, 1999, shareholders' equity was $44,644,000, or 11.4% of
total assets. The Corporation's risk weighted Tier I capital ratio was 11.88% as
of June 30, 2000 compared to 11.08% and 11.99% at December 31, 1999 and June 30,
1999, respectively. The respective Tier II ratios were 13.01%, 12.19% and
13.24%. During the first half of 2000, the Corporation declared its regular
dividend of $0.34 per share, a 13% increase over $0.30 per share declared during
the first half of 1999.
In March 2000, the Corporation elected to continue a stock repurchase
program, originally established in March 1997. During the three year period
since the establishment of the stock repurchase program, the Corporation has
repurchased 296,300 shares of its stock at a cost of $7,113,000, for an average
cost of $24.01 per share.
Form 10-Q
Page 19
<PAGE>
PART II. OTHER INFORMATION
--------------------------
June 30, 2000
Item 1. Legal Proceedings
-------
None
Item 2. Changes in Securities
-------
None
Item 3. Defaults Upon Senior Securities
-------
None
Item 4. Submission of Matters to Vote of Security Holders
-------
None
Item 5. Other Information
-------
None
Item 6. Exhibits and Reports on Form 8-K
-------
The Corporation filed a report on form 8-K on June 23, 2000, reporting
the potential decrease in earnings for the second quarter of 2000
compared to the same quarter of 1999 and the replacement of the Chief
Executive Officer of CDC Capital Management Inc. an investment
advisory company the Corporation acquired in early 1999.
Form 10-Q
Page 20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Bryn Mawr Bank Corporation
Date: August 10, 2000 By: Robert L. Stevens
----------------------- ---------------------
Robert L. Stevens
Chairman, President &
Chief Executive Officer
Date: August 10, 2000 By: Joseph W. Rebl
--------------------- --------------
Joseph W. Rebl
Treasurer and
Assistant Secretary
Form 10-Q
Page 21
