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COMMUNITY FIRST BANKSHARES INC
10-Q, 2000-08-10
STATE COMMERCIAL BANKS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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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 June 30, 2000

OR

/ /	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to                to                

Commission file number 0-19368

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COMMUNITY FIRST BANKSHARES, INC.
(Exact name of registrant as specified in its charter)

(701) 298-5600
(Registrant's telephone number, including area code)

    Indicated 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 / /

    At August 9, 2000, 44,805,168 shares of Common Stock were outstanding.

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COMMUNITY FIRST BANKSHARES, INC.
FORM 10-Q
QUARTER ENDED JUNE 30, 2000

INDEX

					Page
PART I—FINANCIAL INFORMATION:
	Item 1.		Condensed Consolidated Financial Statements and Notes		3-9
	Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations		10-14
	Item 3.		Quantitative and Qualitative Disclosure About Market Risk		14
PART II — OTHER INFORMATION:
	Item 1.		Legal Proceedings		15
	Item 2.		Changes in Securities		15
	Item 3.		Defaults Upon Senior Securities		15
	Item 4.		Submission of Matters to a Vote of Security Holders		15
	Item 5.		Other Information		15
	Item 6.		Exhibits and Reports on Form 8-K		15
SIGNATURES					16

2

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COMMUNITY FIRST BANKSHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollars in thousands, except per share data) (Unaudited)				June 30, 2000			December 31, 1999
ASSETS
Cash and due from banks				$	259,717		$	247,051
Federal funds sold and securities purchased under agreements to resell					1,550			4,775
Interest-bearing deposits					2,181			4,648
Available-for-sale securities					1,875,523			1,937,517
Held-to-maturity securities (fair value: 6/30/00—$71,539, 12/31/99—$74,248)					71,539			74,248
Loans					3,729,497			3,690,353
	Less: Allowance for loan losses				(51,555	)		(48,878	)
Net loans					3,677,942			3,641,475
Bank premises and equipment, net					121,542			125,457
Accrued interest receivable					52,292			51,030
Intangible assets					119,440			126,378
Other assets					96,992			89,656
Total assets				$	6,278,718		$	6,302,235
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
	Noninterest-bearing			$	683,508		$	616,861
	Interest-bearing:
	Savings and NOW accounts				2,164,209			2,276,705
	Time accounts over $100,000				631,251			579,514
	Other time accounts				1,502,186			1,436,783
Total deposits					4,981,154			4,909,863
Federal funds purchased and securities sold under agreements to repurchase					219,469			252,760
Other short-term borrowings					453,266			471,665
Long-term debt					99,895			75,622
Accrued interest payable					33,471			31,949
Other liabilities					22,447			33,107
Total liabilities					5,809,702			5,774,966
Company-obligated mandatorily redeemable preferred securities of CFB Capital I & II					120,000			120,000
Shareholders' equity:
	Common stock, par value $.01 per share:
		Authorized Shares—80,000,000
		Issued Shares—51,021,896			510			510
	Capital surplus				192,071			192,071
	Retained earnings				293,879			276,502
	Unrealized gain on available-for-sale securities, net of tax				(47,841	)		(44,896	)
	Less cost of common stock in treasury— June 30, 2000—5,452,611 shares December 31, 1999—885,964 shares				(89,603	)		(16,918	)
Total shareholders' equity					349,016			407,269
Total liabilities and shareholders' equity				$	6,278,718		$	6,302,235

See accompanying notes.

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COMMUNITY FIRST BANKSHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

				For the Three Months Ended June 30,						For the Six Months Ended June 30,
(Dollars in thousands, except per share data) (Unaudited)				2000			1999			2000			1999
Interest income:
	Loans			$	88,287		$	82,344		$	173,272		$	164,356
	Investment securities				31,825			33,470			64,051			65,851
	Interest-bearing deposits				52			126			120			242
	Federal funds sold and resale agreements				28			106			179			326
		Total interest income			120,192			116,046			237,622			230,775
Interest expense:
	Deposits				40,862			37,467			78,742			75,784
	Short-term and other borrowings				10,508			6,758			20,196			12,320
	Long-term debt				1,501			1,698			2,868			3,375
		Total interest expense			52,871			45,923			101,806			91,479
Net interest income					67,321			70,123			135,816			139,296
Provision for loan losses					3,811			6,348			8,801			11,229
Net interest income after provision for loan losses					63,510			63,775			127,015			128,067
Noninterest income:
	Service charges on deposit accounts				10,009			8,508			19,672			16,561
	Insurance commissions				2,528			2,072			4,937			4,044
	Fees from fiduciary activities				1,472			1,326			2,969			2,621
	Net gain on sales of available-for-sale securities				144			1,254			148			1,784
	Other				4,817			5,741			9,729			10,371
		Total noninterest income:			18,970			18,901			37,455			35,381
Noninterest expense:
	Salaries and employee benefits				27,788			26,333			54,974			52,814
	Net occupancy				8,005			8,141			16,155			16,114
	FDIC insurance				271			148			545			362
	Legal and accounting				987			781			1,788			1,462
	Other professional service				1,086			1,515			2,123			3,067
	Data processing				1,239			1,072			2,375			2,026
	Company-obligated mandatorily redeemable preferred securities of CFB Capital I & II				2,562			2,561			5,123			5,122
	Amortization of intangibles				2,614			2,632			5,237			5,253
	Other				10,517			10,838			20,896			20,788
		Total noninterest expense			55,069			54,021			109,216			107,008
Income before income taxes					27,411			28,655			55,254			56,440
Provision for income taxes					9,150			9,452			18,330			18,982
Net income				$	18,261		$	19,203		$	36,924		$	37,458
Earnings per common and common equivalent share:
	Basic net income			$	0.38		$	0.38		$	0.75		$	0.75
	Diluted net income			$	0.38		$	0.38		$	0.75		$	0.74
Average common shares outstanding:
	Basic				48,060,322			50,110,945			49,186,594			50,134,447
	Diluted				48,437,386			50,752,010			49,525,365			50,762,294

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COMMUNITY FIRST BANKSHARES, INC.

STATEMENTS OF COMPREHENSIVE INCOME

				For the Three Months Ended June 30,						For the Six Months Ended June 30,
(Dollars in thousands, except per share data) (Unaudited)				2000			1999			2000			1999
Net income				$	18,261		$	19,203		$	36,924		$	37,458
Other comprehensive income, net of tax:
	Unrealized gains on securities:
		Unrealized holding gains arising during period			4,231			(33,603	)		(2,945	)		(41,730	)
	Less: Reclassified adjustment for gains included in net income				(86	)		(752	)		(89	)		(1,070	)
Other comprehensive income					4,145			(34,355	)		(3,034	)		(42,800	)
Comprehensive income				$	22,406		$	(15,152	)	$	33,890		$	(5,342	)

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COMMUNITY FIRST BANKSHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

				For the Six Months Ended June 30,
(In thousands) (Unaudited)				2000			1999
Cash flows from operating activities:
Net income				$	36,924		$	37,458
Adjustments to reconcile net income to net cash provided by operating activities:
	Provision for loan losses				8,801			11,229
	Depreciation				7,299			7,597
	Amortization of intangibles				5,237			5,253
	Net of amortization of premiums & discounts on securities				216			587
	Decrease (increase) in interest receivable				(1,262	)		1,570
	Decrease in interest payable				1,522			2,059
	Other—net				(14,380	)		(11,605	)
Net cash provided by operating activities					44,357			54,148
Cash flows from investing activities:
	Net decrease (increase) in interest-bearing deposits				2,467			(5,790	)
	Purchases of available-for-sale securities				(73,391	)		(557,753	)
	Maturities of available-for-sale securities				116,936			354,868
	Sales of available-for-sale securities, net of gains				13,373			121,268
	Purchases of held-to-maturity securities				(1,749	)		(1,856	)
	Maturities of held-to-maturity securities				4,458			167
	Net increase in loans				(45,268	)		(34,520	)
	Net increase in bank premises and equipment				(3,384	)		(6,528	)
Net cash provided by (used in) investing activities					13,442			(130,144	)
Cash flows from financing activities:
Net decrease in demand deposits, NOW accounts and savings accounts					(45,849	)		(133,507	)
Net increase (decrease) in time accounts					117,140			(51,690	)
Net (decrease) increase in short-term & other borrowings					(51,690	)		256,148
Net increase in long-term debt					24,273			513
Net proceeds from issuance of common stock					—			74
Purchase of common stock held in treasury					(81,177	)		(5,915	)
Sale of common stock held in treasury					3,610			1,788
Common stock dividends paid					(14,665	)		(13,411	)
Net cash (used in) provided by financing activities					(48,358	)		54,000
Net increase (decrease) in cash and cash equivalents					9,441			(21,996	)
Cash and cash equivalents at beginning of period					251,826			274,657
Cash and cash equivalents at end of period				$	261,267		$	252,661

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COMMUNITY FIRST BANKSHARES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000

Note A—BASIS OF PRESENTATION

    The accompanying unaudited condensed consolidated financial statements, which include the accounts of Community First Bankshares, Inc. (the "Company'), its wholly-owned data processing, credit origination, insurance agency and properties subsidiaries, and its twelve wholly-owned subsidiary banks, have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included.

Earnings Per Common Share

    Basic earnings per common share is calculated by dividing net income applicable to common equity by the weighted average number of shares of common stock outstanding.

    Diluted earnings per common share is calculated by dividing net income applicable to common equity by the weighted average number of shares of common stock outstanding. The weighted average number of shares of common stock outstanding is increased by the number of shares of common stock that would be issued assuming the exercise of stock options and warrants during each period. Such adjustments to the weighted average number of shares of common stock outstanding are made only when such adjustments dilute earnings per share.

Note B—BUSINESS DIVESTITURES

    On January 14, 2000, the Company, through its Arizona subsidiary, completed the sale of its office in Nephi, Utah. The Nephi office was acquired on January 23, 1998 as part of the Company's purchase and assumption of 37 offices of Banc One Corporation located in Arizona, Colorado and Utah. The transaction included the disposition of approximately $17 million in deposits.

    On February 11, 2000, the Company, through its Arizona subsidiary, completed the sale of its office in Richfield, Utah. The Richfield office was acquired on January 23, 1998 as part of the Company's purchase and assumption of 37 offices of Banc One Corporation located in Arizona, Colorado and Utah. The transaction included the disposition of approximately $16 million in deposits.

    On June 28, 2000, the Company announced an agreement to sell its Fairplay, Colorado branch to Commercial Bank of Leadville, Colorado. The Fairplay branch has approximately $12 million in assets. The transaction is subject to regulatory approval and is expected to close in the fourth quarter 2000.

Note C—SUBSEQUENT EVENTS

    On August 9, 2000, the Company announced its intention to repurchase up to 5 million shares of the Company's common stock. This share repurchase represents approximately 11 percent of the shares of common stock outstanding at the date of the announcement. Shares will be purchased primarily on the open market, with the timing dependent on market conditions and any pending acquisitions.

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Note D—INVESTMENTS

    The following is a summary of available-for-sale and held-to-maturity securities at June 30, 2000

    Proceeds from the sale of available-for-sale securities during the three months ended June 30, 2000 and 1999 were $6,757,000 and $86,275,000, respectively. Gross gains of $144,000 and $1,254,000 were realized on sales during the second quarters of 2000 and 1999, respectively. No losses were realized on these sales during these quarters. Gains and losses on disposition of these securities were computed using the specific identification method.

Note E—LOANS

    The composition of the loan portfolio at June 30, 2000 was as follows (in thousands):

Note F—FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

    In the normal course of business, the Company is party to financial instruments with off-balance sheet risk to meet the financing needs of its customers and to manage its interest rate risk. These financial instruments include commitments to extend credit and letters of credit. The contract or notional amounts of these financial instruments at June 30, 2000 were as follows (in thousands):

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Note G—SUBORDINATED NOTES

    Long-term debt at June 30, 2000 included $60 million of 7.30% Subordinated Notes issued in June 1997. These notes are due June 30, 2004, with interest payable semi-annually. At June 30, 2000, $36 million qualified as Tier 2 capital.

Note H—INCOME TAXES

    The reconciliation between the provision for income taxes and the amount computed by applying the statutory federal income tax rate was as follows (in thousands):

Note I—SUPPLEMENTAL DISCLOSURES TO CONSOLIDATED STATEMENTS OF CASH FLOWS

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Basis of Presentation

    The following is a discussion of the Company's financial condition as of June 30, 2000 and December 31, 1999, and its results of operations for the three and six month periods ended June 30, 2000 and 1999.

Merger and Acquisition Activity

    The Company has made a number of acquisitions during these periods. Each of these acquisitions has had an effect upon the Company's results of operations and financial condition.

    Pooling of Interests Transactions.  In the following transactions during the periods presented, the Company accounted for the acquisition using the pooling of interests method.

Pooling of Interests Transactions

    On December 21, 1999, the Company issued approximately 317,000 shares of common stock to acquire River Bancorp, Incorporated ("River Bancorp"), a one-bank holding company headquartered in Ramsey, Minnesota. At acquisition, River Bancorp had approximately $35 million in assets at one office in Ramsey, Minnesota. Because this acquisition was not material to the Company's financial condition or operating results, the Company's financial information has not been restated to reflect this merger.

    On October 7, 1999, the Company issued approximately 3,022,000 shares of common stock to acquire Valley National Corporation ("Valley National"), a one-bank holding company headquartered in El Cajon, California. At acquisition, Valley National had approximately $252 million in assets at six banking offices located in California. The acquisition was accounted for using the pooling of interests method. The Company's consolidated financial information has been restated to reflect this merger.

Overview

    For the three months ended June 30, 2000 net income was $18.3 million, a decrease of $942,000, or 4.9%, from the $19.2 million earned during the 1999 period. The Company's basic earnings per common share for the second quarter of 2000 were $0.38, the same as the second quarter in 1999. Diluted earnings per common share for the second quarter of 2000 were $0.38.

    Return on average assets was 1.18% for the second quarter of 2000, compared to 1.23% for the 1999 period. Return on average common shareholders' equity for the 2000 period was 19.46%, compared to 18.09% in the 1999 period.

    For the six months ended June 30, 2000, net income was $36.9 million, a decrease of $534,000 or 1.4% from the $37.5 million during the 1999 period. Basic earnings per common share for the six months ended June 30, 2000 were $0.75, the same as in 1999. Diluted earnings per share for the six months ended June 30, 2000 were $0.75.

    Return on average assets and return on common equity for the six months ended June 30, 2000 were 1.19% and 18.98%, respectively, as compared to the 1999 ratios of 1.21% and 17.81%. The decrease in return on assets is principally due to a reduction in net income, while the increase in return on equity is

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principally due to a reduction in average common shares outstanding as a result of the Company's stock repurchase initiative.

Results of Operations

Net Interest Income

    Net interest income for the three months ended June 30, 2000 was $67.3 million, a decrease of $2.8 million, or 4.0%, from the net interest income of $70.1 million earned during the 1999 period. The decrease was principally due to the increase in interest expense associated with a rising interest rate environment. The net interest margin of 4.90% for the period ended June 30, 2000 was down from 5.08% for the 1999 period.

    Net interest income for the six months ended June 30, 2000 was $135.8 million, a decrease of $3.5 million or 2.5% from the $139.3 million during the 1999 period.

Provision for Loan Losses

    The provision for loan losses for the three months ended June 30, 2000 was $3.8 million, a decrease of $2.5 million, or 39.7%, from the $6.3 million provision during the 1999 period. This decrease reflects the Company's objective of maintaining adequate reserve levels. The second quarter of 1999 included additional reserve allocations related to selected credits at the Company's Colorado affiliate.

Noninterest Income

    Noninterest income for the three months ended June 30, 2000 was $19.0 million, the same as the 1999 level. Deposit service charges increased $1.5 million and insurance commissions increased $456,000 from the prior year. The second quarter of 1999 included $1.3 million in net gains of the sale of available-for-sale securities.

    Noninterest income for the six months ended June 30, 2000, was $37.5 million, an increase of $2.1 million, or 5.9% from the 1999 level of $35.4 million. The increase was principally due to a $3.1 million increase in service charges on deposits and an $893,000 increase in insurance commissions during the 2000 period. Gains on the sale of available-for-sale securities decreased $1.6 million from the first six months of 1999.

Noninterest Expense

    Noninterest expense for the three months ended June 30, 2000 was $55.1 million, an increase of $1.1 million, or 1.9%, from the level of $54.0 million during the 1999 period. The increase was limited in part due to the Company's continued emphasis on cost reduction initiatives implemented during 1999. As a result, for the three months ended June 30, 2000 salary and benefits increased $1.5 million and other professional services decreased $429,000 while most other categories experienced only minor changes.

    Noninterest expense for the six months ended June 30, 1999 was $109.2 million, an increase of $2.2 million, or 2.1% from the $107.0 during the 1999 period. The increase was principally due to a $2.2 million increase in salary and employee benefit expense. The increase was limited in part as a result of cost reduction initiatives implemented during 1999.

Provision for Income Taxes

    The provision for income taxes for the three months ended June 30, 2000 was $9.1 million, a decrease of $302,000, or 3.2%, from the 1999 level of $9.5 million, due primarily to the decrease in pre-tax income during the current period.

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    The provision for income taxes for the six months ended June 30, 2000 was $18.3 million, a decrease of $652,000 from the $19.0 million during the 1999 period. The decrease is principally due to the reduction in pre-tax income.

Financial Condition

Loans

    Total loans were $3.7 billion at June 30, 2000 and at December 31, 1999.

    The following table presents the Company's balance of each major category of loans:

			June 30, 2000					December 31, 1999
			Amount			Percent of Total Loans		Amount			Percent of Total Loans
			(Dollars in Thousands)
Loan category:
	Real estate		$	1,422,874		38.15	%	$	1,319,678		35.76	%
	Real estate construction			427,924		11.48	%		434,924		11.79	%
	Commercial			926,400		24.84	%		994,624		26.95	%
	Consumer and other			688,936		18.47	%		681,423		18.46	%
	Agricultural			263,363		7.06	%		259,704		7.04	%
	Total loans			3,729,497		100.00	%		3,690,353		100.00	%
Less allowance for loan losses				(51,555	)				(48,878	)
Total			$	3,677,942				$	3,641,475

Nonperforming Assets

    At June 30, 2000, nonperforming assets were $31.9 million, a decrease of $713,000 or 2.2% from the $32.6 million level at December 31, 1999. The decrease was principally due to a decrease of $1.4 million in other real estate owned, partially offset by an increase of $709,000 in nonaccrual loans. At June 30, 2000, nonperforming loans as a percent of total loans were .72%, slightly higher than the December 31, 1999 level of .71%. Other real estate owned was $5.1 million at June 30, 2000, down from $6.5 million at December 31, 1999.

    Nonperforming assets of the Company are summarized in the following table:

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Allowance for Loan Losses

    At June 30, 2000 the allowance for loan losses was $51.6 million, an increase of $2.7 million from the December 31, 1999 balance of $48.9 million. Net charge-offs during the three months ended June 30, 2000 were $7.7 million less than those incurred during the three months ended June 30, 1999, principally as a result of nonbank group specialty lending charge-offs recorded in the second quarter of 1999.

    At June 30, 2000 the allowance for loan losses as a percentage of total loans was 1.38%, an increase from the June 30, 1999 level of 1.37%. During the three months ended June 30, 2000, net charge-offs decreased to $3.1 million. These charge-offs reflect the Company's continued periodic review of the existing loan portfolios.

    The following table sets forth the Company's allowance for loans losses:

Investments

    The investment portfolio, including available-for-sale securities and held-to-maturity securities, was $1.9 billion at June 30, 2000, a decrease of $64.7 million, or 3.2% from December 31, 1999. At June 30, 2000, the investment portfolio represented 31.0% of total assets, compared with 31.9% at December 31, 1999. In addition to investment securities, the Company had investments in interest-bearing deposits of $2 million at June 30, 2000, a $3 million decrease from the $5 million at December 31, 1999.

Deposits

    Total deposits were $5.0 billion at June 30, 2000, an increase of $71 million, or 1.4% from the $4.9 billion at December 31, 1999. Noninterest-bearing deposits at June 30, 2000 were $684 million, an increase of $67 million, or 10.9%, from $617 million at December 31, 1999. The Company's core deposits as a percent of total deposits were 84.7% and 86.7% as of June 30, 2000 and December 31, 1999,

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respectively. Interest-bearing deposits were $4.3 billion at June 30, 2000, a decrease of $5 million from the $4.3 billion at December 31, 1999.

Borrowings

    Short-term borrowings of the Company were $453 million as of June 30, 2000, and $472 million as of December 31, 1999.

    Long-term debt of the Company was $100 million as of June 30, 2000, an increase of $24 million, or 31.6%, from the $76 million as of December 31, 1999.

Capital Management

    Shareholders' equity decreased $58 million to $349 million at June 30, 2000, from $407 million at December 31, 1999. The decrease was principally due to the Company's common stock repurchase activity during the second quarter. At June 30, 2000, the Company's Tier 1 capital, total risk-based capital and leverage ratios were 8.90%, 10.86%, and 6.40%, respectively, compared to minimum required levels of 4%, 8% and 3%, respectively (subject to change and the discretion of regulatory authorities to impose higher standards in individual cases). At June 30, 2000, the Company had risk-weighted assets of $4.5 billion.

Stock Repurchases

    On April 10, 2000, the Company announced its intention to repurchase up to 5 million shares of the Company's common stock. As of July 26, 2000, the Company has repurchased 4,997,209 shares of common stock at prices ranging from $15.25 to $17.71. On August 9, 2000, the Company announced its intention to repurchase up to an additional 5 million shares of the Company's common stock.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

    There have been no material changes in market risk exposures that affect the quantitative and qualitative disclosures presented as of December 31, 1999 in the Company's Form 10-K and Annual Report.

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PART II—OTHER INFORMATION

Item 1.		Legal Proceedings:
		None.
Item 2.		Changes in Securities:
		None.
Item 3.		Defaults upon Senior Securities:
		None.
Item 4.		Submission of Matters to a Vote of Security Holders:
		The Company held its Annual Meeting of Shareholders on April 25, 2000. The shareholders took the following actions:
		(i)		The shareholders elected ten directors to hold office until the next Annual Meeting of Shareholders or until their successors are elected. The shareholders present in person or by proxy cast the following numbers of votes in connection with the election of directors, resulting in the election of all of the nominees:

		(ii)		The shareholders ratified and approved the election of Ernst & Young LLP as the independent public accountants for the Company for the current fiscal year. 41,186,471 votes were cast for the resolution; 181,216 votes were cast against the resolution; and 38,810 votes abstained.
Item 5.		Other Information:
		None.
Item 6.		Exhibits and Reports on Form 8-K:
		(a)		Exhibits:
				Exhibit 27.1 Financial Data Schedule
		(b)		Reports on Form 8-K:
				None.

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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.

	COMMUNITY FIRST BANKSHARES, INC.
Date: August 10, 2000	/s/ MARK A. ANDERSON    Mark A. Anderson President and Chief Executive Officer
Date: August 10, 2000	/s/ CRAIG A. WEISS    Craig A. Weiss Chief Financial Officer

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