<PAGE>
FORM 10 - Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended September 30, 2000 Commission file number: 33-18888
ORRSTOWN FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Commonwealth of Pennsylvania 23-2530374
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
77 East King Street 17257
P.O. Box 250, Shippensburg, Pennsylvania (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (717) 532-6114
Indicate by check mark whether the registrant (1) has filed all reports required
to be filled by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for 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
Class Outstanding at November 1, 2000
(Common Stock, no par value) 2,240,744
<PAGE>
ORRSTOWN FINANCIAL SERVICES, INC.
INDEX
Page
Part I - FINANCIAL INFORMATION
Item 1. Financial statements (unaudited)
Condensed consolidated balance sheets - September 30, 2000
and December 31, 1999 3
Condensed consolidated statements of income - Three months
ended September 30, 2000 and 1999 4
Condensed consolidated statements of income - Nine months
ended September 30, 2000 and 1999 5
Condensed consolidated statements of comprehensive income -
Three months & Nine months ended September 30, 2000 and 1999 6
Condensed consolidated statements of cash flows - Nine months
ended September 30, 2000 and 1999 7
Notes to condensed consolidated financial statements 8-9
Item 2. Management's discussion and analysis of financial condition
and results of operations 10-13
PART II - OTHER INFORMATION
Other Information 15
Signatures 16
Exhibits 17
<PAGE>
PART I - FINANCIAL INFORMATION
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ORRSTOWN FINANCIAL SERVICES, INC.
AND ITS WHOLLY - OWNED SUBSIDIARY, ORRSTOWN BANK
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
September 30, December 31,
2000 1999*
(Unaudited)
ASSETS (000 Omitted)
Cash and due from banks 7,709 8,585
Interest - bearing deposits with banks 250 115
Federal funds sold 10,861 0
Securities available for sale 65,260 60,455
Federal Home Loan Bank, Federal Reserve and
Atlantic Central Bankers Bank Stock, at cost
which approximates market value 2,134 1,509
Loans 197,616 180,691
Allowance for loan losses (2,560) (2,455)
-------- -------
Net Loans 195,056 178,236
Bank premises and equipment, net 9,295 6,809
Accrued Interest receivable 1,748 1,599
Cash value-life insurance 5,561 5,384
Other assets 2,403 2,361
-------- -------
Total assets 300,277 $265,053
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest bearing $ 27,274 $ 25,264
Interest bearing 203,332 179,125
-------- -------
Total deposits 230,606 204,389
Federal funds purchased and other short
term borrowed funds 21,290 15,406
Long term borrowed funds 20,816 20,822
Accrued interest payable 498 422
Other liabilities 2,137 2,146
-------- -------
Total liabilities 275,347 243,185
-------- -------
STOCKHOLDERS' EQUITY
Common stock, no par value - $ .1041 stated value
per share at September 30, 2000 and December 31,
1999, 10,000,000 shares authorized with
2,233,690 shares issued at September 30, 2000
and 2,218,291 issued at December 31, 1999 233 231
Additional paid - in capital 19,091 18,498
Retained earnings 5,832 3,717
Accumulated other comprehensive income/(loss),
net of tax $(116) and $(298) at September 30,
2000 and December 31, 1999, respectively (226) (578)
-------- --------
Total stockholders' equity 24,930 21,868
-------- --------
Total liabilities and stockholders'
equity $300,277 $265,053
======== ========
* Condensed from audited financial statements
The accompanying notes are an integral part of these condensed financial
statements.
Page 3
<PAGE>
ORRSTOWN FINANCIAL SERVICES, INC.
AND ITS WHOLLY - OWNED SUBSIDIARY, ORRSTOWN BANK
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended September 30, 2000 and 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
(Unaudited) (Unaudited)
(000 Omitted)
<S> <C> <C>
Interest Income
Interest and fees on loans $ 4,352 $ 3,735
Interest on federal funds sold 131 85
Interest and dividends on investment securities 1,091 845
Interest income on deposits with banks 3 7
---------- ----------
Total interest income 5,577 4,672
Interest Expense
Interest on deposits 2,025 1,635
Interest on borrowed money 690 398
---------- ----------
Total interest expense 2,715 2,033
---------- ----------
Net interest income 2,862 2,639
Provision for loan losses 75 90
---------- ----------
Net interest income after provision for loan
losses 2,787 2,549
---------- ----------
Other Income
Service charges on deposits 291 288
Other service charges 146 130
Trust department income 263 212
Brokerage Income 86 90
Other income 80 81
Net gains on available for sale securities 36 271
---------- ----------
Total Other income 902 1,072
Other Expenses
Salaries and employee benefits 1,220 1,164
Net occupancy and equipment expenses 423 297
Other operating expenses 677 841
---------- ----------
Total other expense 2,320 2,302
Income before income tax 1,369 1,319
Income tax expenses 342 345
----------- ----------
Net income $1,027 $974
Weighted average number of shares outstanding 2,232,240 2,216,158
Net income per share $ 0.46 $ 0.44
Cash dividends declared per share $ 0.14 $ 0.13
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
All shares outstanding and per share amounts have been adjusted to give
retroactive recognition to a 7 1/2% stock dividend effective November 19, 1999.
Page 4
<PAGE>
ORRSTOWN FINANCIAL SERVICES, INC.
AND ITS WHOLLY - OWNED SUBSIDIARY, ORRSTOWN BANK
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Nine Months Ended September 30, 2000 and 1999
(UNAUDITED)
2000 1999
(Unaudited) (Unaudited)
(000 Omitted)
Interest Income
Interest and fees on loans $ 12,433 $ 10,750
Interest on federal funds sold 192 244
Interest and dividends on investment securities 3,249 2,408
Interest income on deposits with banks 14 12
---------- ----------
Total interest income 15,888 13,414
Interest Expense
Interest on deposits 5,538 4,806
Interest on borrowed money 1,941 1,090
---------- ----------
Total interest expense 7,479 5,896
---------- ----------
Net interest income 8,409 7,518
Provision for loan losses 225 270
---------- ----------
Net interest income after provision for loan
losses 8,184 7,248
---------- ----------
Other Income
Service charges on deposits 848 793
Other service charges 410 412
Trust department income 793 627
Brokerage Income 271 292
Other income 246 252
Net gains on available for sale securities 33 256
---------- ----------
Total Other income 2,601 2,632
Other Expenses
Salaries and employee benefits 3,537 3,217
Net occupancy and equipment expenses 1,133 741
Other operating expenses 1,983 2,093
---------- ----------
Total other expense 6,653 6,051
Income before income tax 4,132 3,829
Income tax expenses 1,082 1017
---------- ----------
Net income $3,050 $2,812
Weighted average number of shares outstanding 2,226,209 2,213,860
Net income per share $ 1.37 $ 1.27
Cash dividends declared per share $ 0.42 $ 0.37
The accompanying notes are an integral part of these condensed financial
statements.
All shares outstanding and per share amounts have been adjusted to give
retroactive recognition to a 7 1/2% stock dividend effective November 19, 1999.
Page 5
<PAGE>
ORRSTOWN FINANCIAL SERVICES, INC.
AND ITS WHOLLY - OWNED SUBSIDIARY, ORRSTOWN BANK
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three Months Ended September 30, 2000 and 1999
(UNAUDITED)
2000 1999
(000 Omitted)
Net Income $1,027 $ 974
Other comprehensive income, net of tax
Unrealized gain (loss) on investment securities
available for sale 463 (660)
Comprehensive Income $1,490 $ 314
====== =====
The accompanying notes are integral part of these condensed financial
statements.
*******************************************************************************
ORRSTOWN FINANCIAL SERVICES, INC.
AND ITS WHOLLY - OWNED SUBSIDIARY, ORRSTOWN BANK
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Nine Months Ended September 30,2000 and 1999
(UNAUDITED)
2000 1999
(000 Omitted)
Net Income $3,050 $2,812
Other comprehensive income, net of tax
Unrealized gain (loss) on investment securities
available for sale 352 (1,536)
Comprehensive Income $3,402 $1,276
====== ======
The accompanying notes are integral part of these condensed financial
statements.
Page 6
<PAGE>
ORRSTOWN FINANCIAL SERVICES, INC.
AND ITS WHOLLY - OWNED SUBSIDIARY, ORRSTOWN BANK
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2000 and 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
(Unaudited) (Unaudited)
(000 Omitted)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,050 $ 2,812
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 516 332
Provision for loan losses 225 270
Other, net 986 (1,826)
------- -------
Net cash provided by operating activities 4,777 1,588
Cash flows from investing activities:
Net increase in interest bearing
deposits with banks (135) (135)
Purchase of available for sale securities 15,520) 19,601)
Purchase of Federal Home Loan Bank Stock (625) 0
Sales and maturities of available for sale securities 9,740 5,562
Net (increase) in loans 17,046) 18,248)
Purchases of bank premises and equipment (2,961) (1,590)
------- -------
Net cash (used) by investing activities 26,547) 34,012)
------- -------
Cash flows from financing activities:
Net increase in deposits 26,217 26,913
Cash dividends paid (935) (823)
Dividend reinvestment plan purchases 595 219
Net increase in short term purchased funds 5,884 9,851
Payments on long term debt (6) (6)
------- -------
Net cash provided by financing activities 31,755 36,154
------- -------
Net increase (decrease) in cash and cash equivalents 9,985 3,730
Cash and cash equivalents at beginning of period 8,585 15,100
------- -------
Cash and cash equivalents at end of period $18,570 $18,830
======= =======
Supplemental disclosure of cash flows information:
Cash paid during the period for:
Interest $ 7,403 $ 7,636
Income Taxes 1,166 1,005
Supplemental schedule of noncash investing and financing activities:
Unrealized gain (loss) on investments available for
sale (net of deferred taxes of $181 and $(791) at
September 30, 2000 and 1999, respectively) 352 (1,536)
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
Page 7
<PAGE>
ORRSTOWN FINANCIAL SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000
(UNAUDITED)
Review of Interim Financial Statements
The condensed consolidated financial statements as of and for the three
and nine month periods ended September 30, 2000 and 1999 have been
reviewed by independent certified public accountants. Their report on
their review is attached as Exhibit 99 to this 10-Q.
NOTE 1. Basis of Presentation
The financial information presented at and for the three months ended
and nine months ended September 30, 2000 and 1999 is unaudited.
Information presented at December 31, 1999 is condensed from audited
year-end financial statements. However, unaudited information reflects
all adjustments (consisting solely of normal recurring adjustments)
that are, in the opinion of management, necessary for a fair
presentation of the financial position, results of operations and cash
flows for the interim period.
NOTE 2. Principles of Consolidation
The consolidated financial statements include the accounts of the
corporation and its wholly-owned subsidiary, Orrstown Bank. All
significant intercompany transactions and accounts have been
eliminated.
NOTE 3. Cash Flows
For purposes of the statements of cash flows, the corporation has
defined cash and cash equivalents as those amounts included in the
balance sheet captions " cash and due from banks " and " federal funds
sold ". As permitted by Statement of Financial Accounting Standards No.
104, the corporation has elected to present the net increase or
decrease in deposits in banks, loans and time deposits in the statement
of cash flows.
NOTE 4. Federal Income Taxes
For financial reporting purposes the provision for loan losses charged
to operating expense is based on management's judgment, whereas for
federal income tax purposes, the amount allowable under present tax law
is deducted. Additionally, certain expenses are charged to operating
expense in the period the liability is incurred for financial reporting
purposes, whereas for federal income tax purposes, these expenses are
deducted when paid. As a result of these timing differences, deferred
income taxes are provided in the financial statements. Income tax
expense is less than the amount calculated using the statutory tax rate
primarily as a result of tax exempt income earned from state and
political subdivision obligations.
NOTE 5. Other Commitments
In the normal course of business, the bank makes various commitments
and incurs certain contingent liabilities which are not reflected in
the accompanying financial statements. These commitments include
various guarantees and commitments to extend credit and the bank does
not anticipate any losses as a result of these transactions.
Page 8
<PAGE>
NOTE 6. Changes in Common Stock
In October, 1999 the Board of Directors of Orrstown Financial Services,
Inc. approved a 7 1/2 % stock dividend payable November 19, 1999 to
shareholders of record November 1, 1999. All presentation amounts have
been adjusted to give retroactive recognition to this event.
NOTE 7. Investment Securities
Management determines the appropriate classification of securities at
the time of purchase. If management has the intent and the corporation
has the ability at the time of purchase to hold securities until
maturity or on a long - term basis, they are classified as securities
held to maturity and carried at amortized historical cost. Securities
to be held for indefinite periods of time and not intended to be held
to maturity or on a long - term basis are classified as available for
sale and carried at fair value. Securities held for indefinite periods
of time include securities that management intends to use as part of
its asset and liability management strategy and that may be sold in
response to changes in interest rates, resultant prepayment risk and
other factors related to interest rate and resultant prepayment risk
changes.
Realized gains and losses on dispositions are based on the net proceeds
and the adjusted book value of the securities sold, using the specific
indentification method. Unrealized gains and losses on investment
securities available for sale are based on the difference between book
value and fair value of each security. These gains and losses are
credited or charged to shareholders' equity, whereas realized gains and
losses flow through the corporation's operations.
Management has classified all investments securities as "available for
sale". At September 30, 2000 amortized cost exceeded fair value by
$342,000. This resulted in a decrease in stockholders' equity of
$226,000 after recognizing the tax effects of the unrealized losses. At
December 31, 1999, amortized cost exceeded fair market value by $
875,000 resulting in a decrease in stockholders' equity of $578,000
after recognizing the tax effects of the unrealized issues.
Page 9
<PAGE>
ORRSTOWN FINANCIAL SERVICES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Summary
Orrstown Financial Services, Inc. recorded net income of $ 1,027,000
for the third quarter of 2000 compared to $ 974,000 for the same period
in 1999, representing an increase of $53,000 or 5.4%. Net income per
share was $ .46 during 2000's third quarter up $ .02 from the $ .44
earned during 1999's third quarter.
Net income for the first nine months of 2000 was $3,050,000 compared to
$2,812,000 for the same period in 1999, representing an increase of
$238,000 or 8.5%. However, nine month 2000 earnings exceeded nine month
1999 earnings by 14.6% when excluding the after tax effects of
securities gains. Net income per share for the first nine months of
2000 was 1.37 up $0.10 from the $1.27 per share realized during the
nine months ended September 30, 1999.
The following statistics compare 2000's year to date performance to
that of 1999:
<TABLE>
<CAPTION>
Third Quarter Nine Months Year to Date
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Return on average assets 1.40% 1.52% 1.45% 1.53%
Return on average equity 16.85% 17.38% 17.45% 17.10%
Average equity / Average assets 8.32% 8.73% 8.32% 8.95%
</TABLE>
A more detailed discussion of the elements having the greatest impact
on net income follows.
Net Interest Income
Third Quarter 2000 vs. Third Quarter 1999
Net interest income for the third quarter of 2000 was $ 2,787,000
representing a growth of $ 238,000, or 9.3% , over the $ 2,549,000
realized during 1999's third quarter. The growth in net interest income
is driven by volume factors since spreads have been tightened.
Nine Months 2000 vs. Nine Months 1999
Net interest income for the first nine months of 2000 was $8,184,000
representing an increase of $936,000 or 12.9%, over the $ 7,248,000
generated during the first nine months of 1999. Volume factors have
generated the gains since rate factors have tightened.
The table that follows states rates on a fully taxable equivalent
basis, ( F.T.E. ) and demonstrates the aforementioned effects:
<TABLE>
<CAPTION>
Third Quarter Nine Months Year To Date
2000 1999 2000 1999
(in thousands) Avg. Balances Rates Avg. Balances Rates Avg. Balances Rates Avg. Balances Rates
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest earning
Assets $267,557 8.54% $235,129 8.18% $258,499 8.45% $227,470 8.15%
Interest bearing
Liabilities 236,040 4.56% 202,480 3.98% 227,412 4.39% 195,524 4.03%
-------- ----- -------- ----- -------- ----- -------- -----
Free Funds $ 31,517 $ 32,649 $ 31,087 $ 31,946
======== ======== ======== ========
Net interest income $ 2,862 $ 2,639 $ 8,409 $ 7,518
========= ======== ======== ========
Net interest spread (F.T.E.) 3.98% 4.20% 4.06% 4.12%
===== ===== ===== =====
Free funds ratio 11.78% 13.89% 12.03% 14.04%
========= ======== ======== ========
Net interest margin ( F.T.E ) 4.53% 4.75% 4.60% 4.69%
===== ===== ===== =====
</TABLE>
Page 10
<PAGE>
Other Income and Other Expenses
Third Quarter 2000 vs. Third Quarter 1999
Other income decreased $170,000, or 15.9%, from $1,072,000 during the third
quarter of 1999 to $902,000 during the third quarter of 2000. Securities gains
declined by $235,000, from $271,000 during third quarter 1999 to $36,000. Other
sources of noninterest income rose $65,000, or 8.1%, versus third quarter 1999.
Trust department income was the most significant contributor with an increase of
$51,000, or 24.1% over third quarter 1999 results.
Other expenses rose $18,000, or 0.8%, from $2,302,000 for third quarter 1999 to
$2,320,000 for 2000's third quarter. Increases would have been greater but third
quarter 1999 other operating expenses were burdened with $301,000 of
nonrecurring expenses related to the conversion of commercial bank core data
processing systems from a third party processing solution to an in-house system.
Occupancy and equipment expenses have risen $126,000, or 42.4%, from $297,000
during third quarter, 1999 to $423,000 in the most recent quarter. The opening
of the ninth full service branch in Silver Spring, near Mechanicsburg,
Pennsylvania, and an expanded operation center in Shippensburg, Pennsylvania
contributed to cost increases during the quarter. The improved operations center
and system changes effected during 1999 should improve operating efficiency in
future quarters.
Nine Months 2000 vs. Nine Months 1999
Other income decreased $31,000, or 1.2%, to $2,601,000 from $2,632,000 a year
ago. Securities gains declined $223,000, or 87.1%, from the year earlier period
but remaining noninterest income items increased $192,000, or 8.1%, versus the
first nine months of 1999. Trust department income growth of $166,000, or 26.5%,
from $627,000 in 1999 to $793,000 in 2000, accounted for the largest portion of
these gains. Other expenses rose $602,000, or 9.9%, from $6,051,000 in 1999 to
$6,653,000 during 2000. Occupancy and equipment expense constituted the largest
part of that increase rising $392,000, or 52.9%, from a year earlier. The
increases were due largely to the aforementioned branch and operations center
expansion.
Income Tax Expense
Income tax expense decreased $3,000, or 0.9%, during 2000's third quarter versus
third quarter 1999. Income tax expense rose $65,000, or 6.4% for the first nine
months of 2000 versus the same period a year ago. The growth in income tax
expense is the byproduct of similar increases in pretax income since effective
federal income tax rates has remained relatively stable, as shown below:
Third Quarter Nine Months Year to Date
2000 1999 2000 1999
Effective income tax rate 25.0% 26.2% 26.2% 26.6%
The marginal federal income tax bracket is 34 % for all periods presented.
Page 11
<PAGE>
PROVISION AND ALLOWANCE FOR LOAN LOSSES
The provision for loan losses and the other changes in the
allowance for loan losses are shown below (in thousands) :
Quarter Ended Nine Months Ended
September 30 September 30
2000 1999 2000 1999
Balance, beginning of
Period $2,554 $2,049 $2,455 $1,971
Recoveries 0 2 4 4
Provision for loan loss
charged to income 75 90 225 270
------ ------ ------ ------
Total 2,629 2,141 2,684 2,245
Losses 69 4 124 108
------ ------ ------ ------
Balance, end of
Period $2,560 $2,137 $2,560 $2,137
====== ====== ====== ======
In the opinion of management, the allowance, when taken as a whole, is
adequate to absorb reasonably estimated loan losses inherent in the Bank's loan
portfolio. The unallocated portion of the allowance for loan losses exceeds 60%
at September 30, 2000.
Loans 90 days or more past due (still accruing interest) and those on
nonaccrual status were as follows at September 30 (in thousands) :
90 Days or More
Past Due Nonaccrual Status
2000 1999 2000 1999
Real estate mortgages $168 $164 $ 0 $ 0
Installment loans 15 67 16 24
Commercial loans 781 184 0 596
Credit card 5 5 0 0
---- ---- --- ----
Total $969 $420 $16 $620
==== ==== === ====
There were no restructured loans for any of the time periods set forth
above.
Any loans classified for regulatory purposes as loss, doubtful,
substandard or special mention that have not been disclosed under Item III of
Industry Guide 3 do not represent or result from trends or uncertainties which
management reasonably expects will materially impact future operating results,
liquidity or capital resources.
Page 12
<PAGE>
CAPITAL RESOURCES AND BALANCE SHEET FLUCTUATIONS
A comparison of Orrstown Financial Services' capital ratios to regulatory
minimum requirements at September 30, 2000 is as follows:
Orrstown Financial Regulatory Minimum
Services Requirements
Leverage ratio 8.46% 4%
Risk based capital ratios:
Tier I (core capital) 12.45% 4%
Combined tier I and tier II
(core capital plus allowance
for loan losses) 13.70% 8%
The growth experienced during 2000 has been supported by capital growth in the
form of retained earnings and the popularity of the dividend reinvestment plan
which has added $595,000 to equity. Equity represented 8.307% of assets at
September 30, 2000 which is down slightly from 8.25% at December 31, 1999.
All balance sheet fluctuations exceeding 5 % have been created by either the
growth that has been experienced during 2000 or single day fluctuations.
Management is not aware of any current recommendations by regulatory authorities
which, if implemented, would have a material effect on the corporation's
liquidity, capital resources or operations.
Page 13
<PAGE>
PART II - OTHER INFORMATION
<PAGE>
OTHER INFORMATION
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults Upon Senior Securities
Not applicable
Item 4 - Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during
third quarter, 2000.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8 - K
(a) Exhibits:
Exhibit Number Referred to Item
601 of Regulation S-K
27 Financial Data Schedule
99 Report of Independent Accountant's
On Interim Financial Statements
(b) Reports on Form 8 - K - None
Page 15
<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.
/s/ Kenneth R. Shoemaker
----------------------------------------
(Kenneth R. Shoemaker, President)
(Duly Authorized Officer)
/s/ Bradley S. Everly
Date November 10, 2000 ----------------------------------------
(Bradley S. Everly, Senior Vice President)
(Chief Financial Officer)
/s/ Robert B. Russell
----------------------------------------
(Robert B. Russell, Controller)
(Chief Accounting Officer)
Page 16
