<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended Commission File Number:
September 30, 2000 0-24113
ROCKDALE NATIONAL BANCSHARES, INC.
--------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Georgia 58-2292563
--------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 82030, Conyers, Georgia 30013
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (770) 785-7880
-------------------------------------------------------
Not Applicable
--------------------------------------------------------------------------------
(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 Securities Exchange Act of 1934 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 the latest practicable date:
Common Stock, $1.00 Par Value 676,188
---------------------------------------- -----------------------------------
Class Outstanding as of November 13, 2000
Transitional Small Business Disclosure Format:
Yes No X
------------- -------------
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
------ --------- ----------
ROCKDALE NATIONAL BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Balance Sheet
<TABLE>
<CAPTION>
September 30, 2000 December 31,
(Unaudited) 1999
ASSETS ------------------ ------------
------
<S> <C> <C>
Cash and due from banks........................................................ $ 5,410,925 $ 3,389,459
Federal funds sold............................................................. 200,000 1,450,000
Investment securities available for sale, at market value...................... 10,295,469 10,217,921
Other investments.............................................................. 305,000 305,000
Loans, net of allowance for loan losses of $699,086
at September 30, 2000 and $531,024 at December 31, 1999.................... 46,788,090 40,884,119
Premises and equipment, net.................................................... 2,994,769 3,119,418
Accrued interest receivable.................................................... 470,876 406,245
Other assets................................................................... 249,784 547,052
----------- -----------
Total assets................................................................... $66,714,913 $60,319,214
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Deposits
Noninterest-bearing demand................................................... $11,157,458 $11,162,952
Interest-bearing demand and money market..................................... 21,587,474 16,909,820
Savings...................................................................... 1,703,684 1,393,257
Time deposits of $100,000 or more............................................ 7,388,520 6,295,089
Other time deposits.......................................................... 15,895,730 16,471,710
----------- -----------
Total deposits............................................................. 57,732,866 52,232,828
Accrued interest payable....................................................... 71,810 66,271
Other liabilities.............................................................. 129,299 105,150
Other borrowings............................................................... 2,500,000 2,500,000
----------- -----------
Total liabilities.......................................................... 60,433,975 54,904,249
----------- -----------
Shareholders' Equity:
Common stock, $1.00 par value,
10,000,000 shares authorized,
676,188 shares issued and outstanding........................................ 676,188 676,188
Surplus........................................................................ 6,051,196 6,051,196
Retained earnings (deficit).................................................... (230,170) (957,005)
Unrealized loss on investment securities available for sale.................... (216,276) (355,414)
----------- -----------
Total Shareholders' Equity................................................... 6,280,938 5,414,965
----------- -----------
Total Liabilities and
Shareholders' Equity....................................................... $66,714,913 $60,319,214
=========== ===========
</TABLE>
Refer to notes to the unaudited consolidated financial statements.
<PAGE>
ROCKDALE NATIONAL BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Income
For the Three Months and Nine Months Ended
September 30, 2000 and September 30, 1999
<TABLE>
<CAPTION>
For the Three Months ended For the Nine Months ended
September 30, September 30,
-------------------------- ----------------------------
2000 1999 2000 1999
---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Interest income
Loans, including fees $1,188,896 $787,503 $3,242,006 $1,789,025
Investment securities:
U.S. Government agencies and
corporations 157,735 146,504 465,782 430,592
Other investments 8,156 19,935 23,161 26,225
Time deposits 0 9,546 0 9,546
Federal funds sold 88,102 29,234 216,317 94,845
---------- -------- ---------- ----------
Total interest income 1,442,889 992,722 3,947,266 2,350,233
---------- -------- ---------- ----------
Interest expense
Interest bearing demand and money market 251,069 129,854 634,277 408,977
Savings 8,581 5,500 24,537 15,933
Time deposits of $100,000 or more 140,763 23,281 299,088 117,685
Other time deposits 209,587 223,542 693,145 369,146
Federal Home Loan Bank Advances 43,136 10,274 120,803 10,274
Federal funds purchased 0 683 13 4,205
---------- -------- ---------- ----------
Total interest expense 653,136 393,134 1,771,863 926,220
---------- -------- ---------- ----------
Net interest income 789,753 599,588 2,175,403 1,424,013
Provision for possible loan losses 77,395 124,184 196,787 290,504
---------- -------- ---------- ----------
Net interest income after provision 712,358 475,404 1,978,616 1,133,509
for possible loan losses ---------- -------- ---------- ----------
Other income
Service charges on deposit accounts 117,206 37,384 312,509 137,152
Investment securities gains, net 0 1,584 0 2,046
Gain on sale of OREO 31,032 0 31,032 0
Other income 14,048 56,166 65,127 86,234
---------- -------- ---------- ----------
Total other income 162,286 95,134 408,668 225,432
Other expense
Salaries and other compensation 214,891 183,712 605,213 522,915
Employee benefits 48,289 34,876 149,881 106,103
Net occupancy and equipment expense 91,388 95,204 282,341 236,592
Professional and other outside services 92,525 71,282 241,812 235,063
Other expense 137,704 100,957 381,203 292,269
---------- -------- ---------- ----------
Total other expenses 584,797 486,031 1,660,450 1,392,942
Income (loss) before taxes 289,847 84,507 726,834 (34,001)
Income taxes 0 0 0 0
---------- -------- ---------- ----------
Income (loss) $ 289,847 $ 84,507 $ 726,834 $ (34,001)
========== ======== ========== ==========
Basic income (loss) per share $ 0.43 $ 0.12 $ 1.07 $ (0.05)
========== ======== ========== ==========
Diluted income (loss) per share $ 0.38 $ 0.11 $ 0.96 $ (0.05)
========== ======== ========== ==========
</TABLE>
Refer to notes to the unaudited consolidated financial statements.
<PAGE>
ROCKDALE NATIONAL BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the Nine Months Ended
September 30, 2000 and September 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months
ended September 30,
---------------------------------------------------
2000 1999
---------------------- -----------------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)......................................................... $ 726,834 $ (34,001)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Net amortization of investment securities......................... 25,681 51,870
Depreciation and amortization of premises
and equipment................................................... 150,359 125,775
Provision for loan losses......................................... 196,787 290,504
(Increases) decreases in other assets............................. 297,268 (67,451)
Decreases in accrued interest receivable.......................... (64,631) (190,890)
Increases in accrued interest payable............................. 5,539 48,189
Increases in other liabilities.................................... 24,149 30,069
----------- ------------
Net cash provided from operating activities................. 1,361,986 254,065
----------- ------------
Cash flows from investing activities:
Purchases of investment securities available for sale.................. 0 (3,317,658)
Purchase of FHLB stock................................................. 0 (398,100)
Sales of investment securities available for sale...................... 0 (500,000)
Calls of investment securities available for sale...................... 0 1,799,538
Maturities of investment securities available for sale................. 35,910 74,465
Loans originated, net of principal repayments.......................... (6,100,758) (19,697,679)
Purchases of premises and equipment.................................... (25,710) (1,347,580)
----------- ------------
Net cash used by investing activities....................... (6,090,558) (22,387,014)
----------- ------------
Cash flows from financing activities:
Increase in deposits................................................... 5,500,038 20,284,714
Increase in Federal Home Loan advances................................. 0 2,500,000
----------- ------------
Net cash provided from financing activities................. 5,500,038 22,784,714
----------- ------------
Net increase in cash and cash equivalents................................. 771,466 651,765
Cash and cash equivalents, beginning of period............................ 4,839,459 5,939,184
----------- ------------
Cash and cash equivalents, end of period.................................. $ 5,610,925 $ 6,590,949
=========== ============
</TABLE>
Refer to notes to the unaudited consolidated financial statements
<PAGE>
ROCKDALE NATIONAL BANCSHARES, INC.
AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2000
Note 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-QSB. Accordingly,
they do not include all the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the nine-month period ended September 30, 2000 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2000. For further information, refer to the financial statements and footnotes
included in the Company's annual report on Form 10-KSB for the year ended
December 31, 1999.
Note 2 - Loans
Loans are reported at the gross amount outstanding, reduced by the net
deferred loan fees and a valuation allowance for loan losses. Interest Income
is recognized over the terms of the loans based on the unpaid daily principal
amount outstanding. If the collectibility of interest appears doubtful, the
accrual thereof is discontinued. Loan organization fees, net of direct loan
origination costs, are deferred and recognized as income over the life of the
loan on a level-yield basis.
Major classifications of loans are as follows:
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
------------------- -----------------
<S> <C> <C>
Commercial, financial and agricultural $ 5,979,385 $ 5,634,000
Real estate - construction 14,549,299 12,093,000
Real estate - mortgage 23,441,194 20,882,000
Installment & simple interest 3,595,568 2,899,000
----------- -----------
Total loans $47,565,446 $41,508,000
Deferred loan fees (78,270) (93,000)
----------- -----------
Total loans, net of deferred fees $47,487,176 $41,415,000
=========== ===========
</TABLE>
During the quarter ended September 30, 2000, there were $36,729 in charge-
offs, no recoveries and no nonperforming loans.
Note 3 - Earnings Per Share
Basic and diluted loss per share are based on 676,188 weighted average
shares outstanding for the quarters ended September 30, 2000 and September 30,
1999. There were 68,198 and 84,114 potential weighted common shares outstanding
at September 30, 1999 and September 30, 2000, respectively, related to common
stock options. For 1999, these shares were not included in the computation of
the diluted loss per share amount because the Company was in a net loss position
and, thus, any potential common shares were anti-dilutive.
Note 4 - New Accounting Pronouncements
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 133 (SFAS 133) "Accounting for Derivative Instruments
and Hedging Activities." SFAS 133 is effective for fiscal years beginning after
June 15, 2000. Under SFAS 133, a company will recognize all free-standing
derivative instruments in the statement of financial position as either assets
or liabilities and will measure them at fair value. The difference between a
derivative's previous carrying amount and its fair value shall be reported as a
transition adjustment presented in net income or other comprehensive income, as
appropriate, in a manner similar to the cumulative effect of a change in
accounting principle. This statement also determines the accounting for the
change in fair value of a derivative, depending on the intended use of the
derivative and resulting designation. The adoption of SFAS 133 is not expected
to have a significant impact on the consolidated financial condition or results
of operations of the Company.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
------ -----------------------------------------------------------------------
of Operations
-------------
Rockdale National Bancshares, Inc. (the "Company") was incorporated in
Georgia on February 13, 1997 to become a bank holding company and to own and
control all of the outstanding shares of a de novo bank, Rockdale National Bank,
Conyers, Georgia (the "Bank"). In a public offering conducted during 1997, the
Company sold and issued 676,188 shares of $1.00 par value common stock at $10.00
per share. Proceeds from the stock offering amounted to $6,736,384, net of
selling expenses. The Company purchased 100% of the Bank's common stock by
injecting $6.0 million into the Bank's capital accounts immediately prior to
commencement of banking operations on October 14, 1997.
Financial Condition
-------------------
Management continuously monitors the financial condition of the Bank in
order to protect depositors, increase retained earnings and protect current and
future earnings. Further discussion of significant items affecting the Bank's
financial condition is below.
Total assets increased by $6,395,699 from $60,319,214 at December 31, 1999
to $66,714,913 at September 30, 2000. Gross loans increased by $6,072,033 from
$41,415,143 at December 31, 1999 to $47,487,176 at September 30, 2000. Federal
Funds sold decreased by $1,250,000 from $1,450,000 at December 31, 1999 to
$200,000 at September 30, 2000. Investments increased $77,548 from $10,217,921
at December 31, 1999 to $10,295,469 during the first three quarters of the
fiscal year.
Deposits increased by $5,500,038 from $52,232,828 at December 31, 1999 to
$57,732,866 at September 30, 2000. Noninterest bearing deposits decreased by
$5,494 from $11,162,952 at December 31, 1999 to $11,157,458 at September 30,
2000. Interest bearing demand deposits and money market accounts increased by
$4,677,654 to $21,587,474 at September 30, 2000. Time deposits increased
$517,451 from $22,766,799 at December 31, 1999 to $23,284,250 at September 30,
2000. It is management's opinion that the Bank maintains competitive deposit
rates while exercising prudent strategies in competing with local institutions.
At September 30, 2000, the Bank's equity was 9.41% of its assets, an
increase from 8.98% at December 31, 1999. The Bank's loan to deposit ratio
increased from 78.3% to 81.0%. Approximately 40.3% of the Bank's deposits were
in IRAs and certificates of deposit at September 30, 2000. At December 31,
1999, IRAs and certificates of deposit were 43.59% of total deposits.
The Bank maintains federal funds lines totaling $5,000,000 with three
regional banks in an effort to support short term liquidity and offset interest
rate risk in the loan or investment portfolio. The Bank is a member of the
Federal Home Loan Bank and is eligible to apply for term advances.
Asset Quality
-------------
A major key to long-term earnings growth is the maintenance of a high-
quality loan portfolio. The Bank's directive in this regard is carried out
through its policies and procedures for extending credit to the Bank's
customers. The goal and result of these policies and procedures is to provide a
sound basis for new credit extensions and an early recognition of problem assets
to allow the most flexibility in their timely disposition.
<PAGE>
Additions to the allowance for loan losses will be made periodically to
maintain the allowance at an appropriate level based upon management's analysis
of potential risk in the loan portfolio. The amount of the loan loss provision
is determined by an evaluation of the level of loans outstanding, the level of
non-performing loans, historical loan loss experience, delinquency trends, the
amount of actual losses charged to the allowance in a given period, and
assessment of present economic conditions.
At December 31, 1999, the allowance for loan losses amounted to $531,024.
By September 30, 2000, the allowance had increased to $699,086. The allowance
for loan losses, as a percentage of total gross loans, increased from 1.28% to
1.47% of total gross loans during the nine-month period ended September 30,
2000. As previously reported, the Bank elected to increase its loan loss
reserve during the second quarter primarily as a result of rising interest
rates, which may negatively impact the economy and ultimately may impact a
borrower's ability to repay its loan. In addition, the Bank's loan portfolio is
maturing, and as a result, the Bank anticipates possible increases in past due
loans, non-performing loans and actual losses. As the higher reserve is similar
to the levels of the Bank's peer group, management feels the increased reserve
is at an appropriate level based on the above factors. However, there can be no
assurance that charge-offs in future periods will not exceed the allowance for
loan losses or that additional provisions will not be required.
Liquidity and Sources of Capital
--------------------------------
Liquidity is the Company's ability to meet all deposit withdrawals
immediately, while also providing for the credit needs of customers. The
financial statements, as of September 30, 2000, evidence a satisfactory
liquidity position as total cash and cash equivalents amounted to $5,610,425,
representing 8.4% of total assets. Investment securities amounted to
$10,295,469, representing 15.4% of total assets; the unpledged securities
provide a secondary source of liquidity since they can be converted into cash in
a timely manner. Note that the Company's ability to maintain and expand the
Bank's deposit base and borrowing capabilities is a source of liquidity. For
the nine-month period ended September 30, 2000, total deposits increased from
$52.2 million at December 31, 1999 to $57.7 million, representing an annualized
increase of 14.0%. Management closely monitors and maintains appropriate levels
of interest earning assets and interest bearing liabilities so that maturities
of assets are such that adequate funds are provided to meet customer withdrawals
and loan demand. There are no trends, demands, commitments, events or
uncertainties that will result in, or are reasonably likely to result in, the
Company's liquidity increasing or decreasing in any material way.
Management is committed to maintaining capital at a level sufficient to
protect depositors, provide for reasonable growth, and fully comply with all
regulatory requirements.
The table below illustrates the Bank's and the Company's regulatory capital
ratios at September 30, 2000:
Minimum
Bank September 30, regulatory
---- 2000 requirement
------------ ------------
Tier 1 Capital 11.3% 4.0%
Tier 2 Capital 1.3% -%
---- ---
Total risk-based capital ratio 12.6% 8.0%
==== ===
Leverage ratio 9.0% 3.0%
==== ===
Company - Consolidated
----------------------
Tier 1 Capital 12.4% 4.0%
Tier 2 Capital 1.3% -%
---- ---
Total risk-based capital ratio 13.7% 8.0%
==== ===
Leverage ratio 10.0% 3.0%
==== ===
The Company and the Bank currently meet the regulatory criteria to be
classified as "well capitalized" under the banking regulations.
<PAGE>
Results Of Operations
---------------------
Net income for the three-month period ended September 30, 2000 amounted to
$289,847, or $0.43 per share, compared to $84,507, or $0.12 per share, for the
three-month period ended September 30, 1999. Net income for the nine-month
period ended September 30, 2000 amounted to $726,834, or $1.07 per share
compared to a loss of $(34,001) or $(0.05) per share for the same period in
1999. The following is a brief discussion of the more significant components of
net income.
a. Net interest income represents the difference between interest earned
on interest bearing assets and interest paid on interest bearing
liabilities. The following table presents the main components of
interest bearing assets and interest bearing liabilities. Net
interest income increased by $190,165 from $599,588 for the three
months ended September 30, 1999 to $789,753 for the three months ended
September 30, 2000. Net interest margin decreased to 5.08% for the
third quarter of 2000 from 5.27% for the third quarter of 1999. Net
interest income increased by $751,390 from $1,424,013 for the nine
months ended September 30, 1999 to $2,175,403 for the nine months
ended September 30, 2000.
<TABLE>
<CAPTION>
Interest Interest Third Quarter Third Quarter Nine months ended Nine months ended
Earning Assets/ Average Income/ 2000 1999 September 30, 2000 September 30, 1999
Bearing Liabilities Balance Cost Yield/Cost Yield/Cost Yield/Cost Yield/Cost
------------------- ------------ ---------- ------------- ------------- ------------------ -------------------
<S> <C> <C> <C> <C> <C> <C>
Due from FHLB $ 185,137 2,931 6.33% 5.32% 6.08% 5.22%
Federal funds sold 5,435,435 88,102 6.48% 5.66% 6.16% 5.01%
Securities 10,214,832 157,735 6.18% 6.11% 6.10% 5.43%
Other investments 305,000 5,225 6.85% 6.90% 6.75% 11.81%
Loans 46,024,375 1,188,896 10.33% 9.89% 9.89% 9.45%
----------- ---------- ----- ---- ---- -----
Total $62,164,779 $1,442,889 9.28% 8.73% 8.92% 8.06%
===== ==== ==== =====
Federal funds purchased -- -- 0.00% 3.11% 2.97% 4.33%
Federal home loan bank
advances 2,500,000 43,135 6.90% 5.04% 6.44% 4.99%
Interest bearing deposits 48,965,887 610,001 4.98% 4.04% 4.75% 3.87%
Total $51,465,887 $ 653,136 5.08% 4.06% 4.83% 3.88%
----------- ---------- ----- ---- ---- -----
Net interest income $ 789,753 4.21% 4.67% 4.08% 4.18%
Net interest margin 5.08% 5.27% 4.91% 4.88%
===== ==== ==== =====
</TABLE>
<PAGE>
b. Other income for the three-month and nine-month periods ended
September 30, 2000 amounted to $162,286 and $408,668, respectively,
compared to $95,134 and $225,432 for the same periods in 1999. On an
annualized basis, these amounts represent 1.0% and 0.8% of total
average assets for the three-month and nine-month periods ended
September 30, 2000. For the three-month and nine-month periods ended
September 30, 2000, $117,206 and $312,509, respectively, were
comprised of service charges. While these figures increased compared
to the same period in 1999, they are still relatively low because, in
order to attract new banking relationships, the Bank's fee structure
and charges are low when compared to other banks. The above fees and
charges may increase in the future. In addition, during the third
quarter, the Bank was involved in several real estate transactions,
resulting in a gain on the sale of OREO of $31,032.
c. Operating expenses for the three-month and nine-month periods ended
September 30, 2000 amounted to $584,797 and $1,660,450 respectively,
compared to $486,031 and $1,392,942 for the same periods in 1999.
Operating expenses, such as salaries, data processing, ATM expenses,
business development, regulatory agency fees, and correspondent bank
fees, increased along with the growth of the bank. On an annualized
basis, noninterest expenses represent 3.4% and 3.4% of total average
assets. In the future this percentage may increase due to costs and
expenses associated with the Bank's growth. The efficiency ratios for
the three-month and nine-month periods ended September 30, 2000 were
61.4% and 64.3%, respectively, compared to 70.0% and 84.4% for the
same periods in 1999.
d. The Bank became cumulatively profitable during the third quarter but
did not record any income tax expense. The Bank anticipates having
income tax expense during the fourth quarter of 2000. The Company is
not cumulatively profitable.
The Company is not aware of any current recommendation by the regulatory
authorities which, if they were to be implemented, would have a material effect
on the Company's liquidity, capital resources, or results of operations.
<PAGE>
Cautionary Note Regarding Forward-Looking Statements
----------------------------------------------------
The Company may, from time to time, make written or oral forward-looking
statements, including statements contained in the Company's filings with the
Securities and Exchange Commission (the "Commission") and its reports to
stockholders. Such forward-looking statements are made based on management's
belief as well as assumptions made by, and information currently available to,
management pursuant to "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. The Company's actual results may differ
materially from the results anticipated in these forward-looking statements due
to a variety of factors, including governmental monetary and fiscal policies,
deposit levels, loan demand, loan collateral values, securities portfolio values
and interest rate risk management; the effects of competition in the banking
business from other commercial banks, savings and loan associations, mortgage
banking firms, consumer finance companies, credit unions, securities brokerage
firms, insurance companies, money market mutual funds and other financial
institutions operating in the Company's market area and elsewhere, including
institutions operating through the Internet; changes in government regulations
relating to the banking industry, including regulations relating to branching
and acquisitions; failure of assumptions underlying the establishment of
allowances for loan losses, including the value of collateral underlying
delinquent loans, and other factors. The Company cautions that such factors are
not exclusive. The Company does not undertake to update any forward-looking
statements that may be made from time to time by, or on behalf of, the Company.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
------ --------------------------------
(a) Exhibits. The following exhibit is filed with this Report.
Exhibit No. Description
----------- -----------
27.1 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K. No report on Form 8-K was filed during the
quarter ended September 30, 2000.
<PAGE>
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.
Date: November 10, 2000 By: /s/ William L. Daniel
------------------------------------------------
William L. Daniel, President and Chief Executive
Officer
(principal executive officer)
Date: November 10, 2000 By: /s/ Brian D. Hawkins
-----------------------------------------------
Brian D. Hawkins, Chief Financial Officer
(principal financial and accounting officer)
