<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: June 30, 2000
-------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For transition period from ____________ to ____________
Commission File No.: 0-22936
-------
Crown NorthCorp, Inc.
---------------------
(Exact name of small business issuer as specified in its charter)
Delaware 22-3172740
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1251 Dublin Road, Columbus, Ohio 43215
--------------------------------------
(Address of principal executive offices)
(614) 488-1169
--------------
(Issuer's telephone number)
N/A
---
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes _X_ No ___
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS.
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes ___ No ___
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
As of July 31, 2000, the issuer had 10,818,660 shares of its common
stock, par value $.01 per share, outstanding.
Transitional Small Business Disclosure Format (check one). Yes No X
--- ---
<PAGE> 2
CROWN NORTHCORP, INC.
FORM 10-QSB
QUARTERLY PERIOD ENDED JUNE 30, 2000
INDEX
<TABLE>
<CAPTION>
PART I-FINANCIAL INFORMATION PAGES
---------------------------- -----
<S> <C> <C>
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2000
and December 31, 1999 ................................................ 1
Condensed Consolidated Statements of Operations for the
second quarter and the six months ended June 30, 2000 and 1999........ 2
Condensed Consolidated Statements of Cash Flows for the
six months ended June 30, 2000 and 1999............................... 3
Notes to Condensed Consolidated Financial Statements-
June 30, 2000 and 1999................................................ 4
Item 2. Management's Discussion and Analysis.................................. 7
PART II-OTHER INFORMATION
-------------------------
Item 1. Legal Proceeding...................................................... 12
Item 2. Changes in Securities................................................ 12
Item 3. Defaults Upon Senior Securities....................................... 12
Item 4. Submission of Matters to a Vote of Security Holders................... 12
Item 5. Other Information..................................................... 12
Item 6. Exhibits and Reports on Form 8-K...................................... 13
(a) Exhibits ...................................................... 13
(b) Reports on Form 8-K............................................ 13
Signatures....................................................................... 14
Exhibit Index.................................................................... 15
</TABLE>
<PAGE> 3
CROWN NORTHCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
JUNE 30, 2000 AND DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS 2000 1999
---- ----
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 39,272 $ 2,210,451
Accounts receivable - net $ 237,684 $ 486,166
Prepaid expenses and other assets $ 120,639 $ 93,859
----------- -----------
Total current assets $ 397,595 $ 2,790,476
PROPERTY AND EQUIPMENT - Net $ 229,922 $ 268,794
RESTRICTED CASH $ 500,000 $ 500,000
OTHER ASSETS - net $ 1,207,135 $ 1,135,704
----------- -----------
TOTAL $ 2,334,652 $ 4,694,974
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES $ 963,031 $ 894,917
LONG-TERM OBLIGATIONS:
Notes and bonds payable - less current portion $ 0 $ 1,680,000
Allowance for loan losses & other $ 725,877 $ 729,146
----------- -----------
Total long-term obligations $ 725,877 $ 2,409,146
REDEEMABLE PREFERRED STOCK $ 0 $ 500,000
SHAREHOLDERS' EQUITY:
Common stock $ 112,609 $ 112,609
Additional paid-in capital $ 6,518,208 $ 6,068,208
Accumulated deficit ($5,918,020) ($5,222,853)
Treasury stock, at cost ($ 67,053) ($ 67,053)
----------- -----------
Total shareholders' equity $ 645,744 $ 890,911
----------- -----------
TOTAL $ 2,334,652 $ 4,694,974
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE> 4
CROWN NORTHCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Second Quarter Year to date
---------------------------------------------------------------------------
2000 1999 2000 1999
---- ---- ---- ----
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES:
Management fees $ 502,472 $ 687,729 $ 1,015,677 $ 1,542,124
Disposition and incentive fees $ 0 $ 33,809 $ 200,000 $ 66,182
Other $ 460,572 $ 263,722 $ 775,973 $ 751,171
---------------------------------------------------------------------------
Total revenues $ 963,044 $ 985,260 $ 1,991,650 $ 2,359,477
---------------------------------------------------------------------------
EXPENSES:
Personnel $ 854,685 $ 1,237,614 $ 1,813,619 $ 2,407,458
Occupancy, insurance and other $ 379,327 $ 430,822 $ 754,025 $ 898,742
Interest $ 12,314 $ 66,015 $ 18,048 $ 132,796
Depreciation and amortization $ 58,996 $ 87,984 $ 117,993 $ 179,451
---------------------------------------------------------------------------
Total expenses $ 1,305,322 $ 1,822,435 $ 2,703,685 $ 3,618,447
---------------------------------------------------------------------------
INCOME (LOSS) BEFORE NON-RECURRING ITEMS
AND INCOME TAXES ($ 342,278) ($ 837,175) ($ 712,035) ($ 1,258,970)
NON-RECURRING ITEMS:
Gain on sale of building $ 12,971 $ 31,470 $ 30,265 $ 30,263
---------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAXES ($ 329,307) ($ 805,705) ($ 681,770) ($ 1,228,707)
INCOME TAX (BENEFIT) $ 0 $ 0 $ 400 $ 0
---------------------------------------------------------------------------
NET INCOME (LOSS) ($ 329,307) ($ 805,705) ($ 682,170) ($ 1,228,707)
===========================================================================
LOSS PER SHARE - BASIC AND DILUTED $ (0.03) $ (0.07) $ (0.07) $ (0.11)
============ ============ ============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING 10,496,070 11,098,836 10,226,005 11,084,396
===========================================================================
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 5
CROWN NORTHCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (682,170) $(1,228,707)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 171,610 275,885
Gain on sale of corporate office building (30,265) (31,470)
Other - net (3,805) (37,983)
Change in operating assets and liabilities:
Accounts receivable 248,482 397,263
Prepaid expenses and other assets (26,780) (65,685)
Accounts payable and accrued expenses (46,472) (275,975)
----------- -----------
Net cash used in operating activities (369,400) (966,672)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from sale of corporate office building 0 1,545,876
Purchase of property and equipment (22,086) (39,642)
Increase in goodwill (225,000) -
Distribution from subsidiary 13,000 -
Other 17,307 299,552
----------- -----------
Net cash used in investing activities (216,779) 1,805,786
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 225,000 125,000
Principal payments on notes payable (1,760,000) (1,608,129)
Redemption of preferred stock (500,000) -
Increase in additional paid-in capital 450,000 -
----------- -----------
Net cash provided (used) by financing activities (1,585,000) (1,483,129)
----------- -----------
NET INCREASE (DECREASE) IN CASH DURING THE YEAR (2,171,179) (644,015)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 2,210,451 1,942,068
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF QUARTER $ 39,272 $ 1,298,053
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
CASH PAID FOR INTEREST $ 12,314 $ 85,860
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 6
CROWN NORTHCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
(UNAUDITED)
1. General and Basis of Presentation
---------------------------------
The accompanying unaudited condensed consolidated financial statements
of Crown NorthCorp, Inc., and subsidiaries reflect all material
adjustments consisting of only normal recurring adjustments which, in
the opinion of management, are necessary for a fair presentation of
results for the interim periods. Certain information and footnote
disclosures required under generally accepted accounting principles
have been condensed or omitted pursuant to the rules and regulations of
the Securities and Exchange Commission, although the company believes
that the disclosures are adequate to make the information presented not
misleading. These financial statements should be read in conjunction
with the year-end financial statements and notes thereto included in
the company's Form 10-KSB for the year ended December 31, 1999. Certain
reclassifications have been made to the 1999 amounts to conform to the
2000 presentation.
2. Loss Per Common Share
---------------------
The losses per share for the second quarter and six months ended June
30, 2000 and 1999 are computed based on the loss applicable to common
stock divided by the weighted average number of common shares
outstanding during each period. The company's Series AA and Series BB
Preferred Stock, which were redeemed in December 1999, contained
beneficial conversion features of $1,997,268 and $500,000 respectively.
The resulting discounts totaling $2,497,268 were recognized as
preferred stock dividends at the dates of issuance since they were
immediately convertible into common shares, resulting in a reduction of
net income (loss) available to common shareholders. As the company had
net losses applicable to common stock for the second quarter and six
months ended June 30, 2000 and 1999, there are no potential common
shares to be included in the computation of the diluted per-share
amount.
4
<PAGE> 7
3. Receivables
-----------
Receivables consist of the following at June 30, 2000 and December 31,
1999:
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Trade $ 336,784 $ 550,818
Affiliated Entities 0 32,130
Shareholders 424 38,218
--------- ---------
Total $ 337,208 $ 621,166
Less: Allowance for doubtful accounts (99,524) (135,000)
--------- ---------
Receivables-net $ 237,684 $ 486,166
========= =========
</TABLE>
The shareholders receivable is for unreimbursed travel expenses that
were reimbursed in July 2000.
4. Property and Equipment
----------------------
Property and equipment consists of the following at June 30, 2000 and
December 31, 1999:
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Total property and equipment $ 1,337,370 $ 1,323,742
Less accumulated depreciation (1,107,448) (1,054,948)
----------- -----------
Property and equipment - net $ 229,922 $ 268,794
=========== ===========
</TABLE>
5
<PAGE> 8
5. Preferred Stock
---------------
At June 30, 2000, the company had 1,000,000 authorized shares of
preferred stock. The company presently has no preferred stock
outstanding.
6. Contingencies
-------------
The company has certain contingent liabilities resulting from
litigation and claims incident to the ordinary course of business. At
this time, management does not believe that the probable resolution of
such contingencies will materially affect the financial statements of
the company.
7. Statements of Financial Accounting Standards
--------------------------------------------
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 "Accounting for Derivative
Instruments and Hedging Activities" which establishes accounting and
reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging
activities. The company will be required to implement the provisions of
this statement beginning January 1, 2001. The company does not
anticipate that adoption of this statement will materially impact its
financial position, results of operations or cash flows.
8. Segment Information
-------------------
In 1999, the company sold its European operations and curtailed its
mortgage origination businesses, each of which had constituted a
business segment. Crown presently operates in one business segment as
determined in accordance with SFAS No. 131 "Disclosures about Segment
of an Enterprise and Related Information."
6
<PAGE> 9
Item 2. - Management's Discussion and Analysis
----------------------------------------------
THE COMPANY'S BUSINESSES
The company derives its primary revenues from the financial services it provides
to owners and operators of commercial real estate interests. Company revenues
include third-party asset management and disposition fees, fees for due
diligence and underwriting reviews, incentive fees based on the overall
performance of a contract or pool of assets, loan servicing fees and interest
income. The company also seeks to engage in mortgage lending for correspondents.
Management actively seeks capital partners, strategic alliances and other
transactions that will provide capital resources, restore lost revenue and
expand its core businesses.
FORWARD LOOKING STATEMENTS
The statements contained in this report that are not purely historical are
forward-looking statements within the meaning of Section 21E of the Exchange
Act, including statements regarding the company's expectations, hopes,
intentions or strategies regarding the future. Forward-looking statements
include terminology such as "anticipate," "believe," "has the opportunity,"
"seeking to," "attempting," "would," "contemplated," "believes" or comparable
terminology. All forward-looking statements included in this document are based
on information available to the company on the date hereof, and Crown assumes no
obligation to update any such forward-looking statements. It is important to
note that the company's actual results could differ materially from those in
such forward-looking statements. The factors listed below are among those that
could cause actual result to differ materially from those in forward-looking
statements. Additional risk factors are listed from time to time in the
company's reports on Forms 10-QSB, 8-K and 10-KSB.
Among the risk factors that could materially and adversely affect the future
operating results of the company are:
- Crown's largest customer transferred substantially all of its servicing to
another servicer effective July 31, 2000, thereby eliminating the company's
single most significant source of revenue. If the company cannot promptly
replace this business, its ability to operate will be impaired.
- The company's liquidity is extremely limited; its ability to operate will
also be impaired if it cannot improve liquidity through capital investments
in the company, increased revenues, profitable operations, reduced expenses
or other means.
- The company may be unable to develop sufficient capital resources through
the raising of additional capital or other means to continue to operate or
to successfully compete with larger, better capitalized competitors.
7
<PAGE> 10
- Crown is operating at a loss. These losses will continue until the company
is able to realize additional revenues in some or all of its business
lines.
- Crown currently operates as a rated servicer. If the company no longer were
to receive ratings, or if its ratings were downgraded, its ability to
obtain new business in certain commercial real estate markets would be
limited. The company's financial condition may adversely affect its ratings.
OUTLOOK
Crown offers comprehensive financial services to the commercial real estate
industry including third-party asset management, loan servicing, financial
advisory services and mortgage banking. The company has reduced its size and
simplified its capital structure to better position its business units to
deliver these services. Crown, though, faces significant challenges. It
presently has extremely limited liquidity and capital resources. Additionally,
Crown's largest client has transferred its servicing business to another
servicer, resulting in the elimination of the company's single largest source of
revenue. To overcome these challenges and continue to operate, Crown must
promptly increase its liquidity and capital resources by securing investments in
the company by strategic partners and additional revenues from new business.
Loan servicing continues to be a core business of the company. Crown's largest
servicing client has consolidated servicing activities it had placed with
multiple companies, including Crown, into another servicer. Management is
aggressively attempting to develop new servicing business through negotiated
transactions, competitive bidding and recurring business from other clients. In
particular, the company is seeking business from companies that may no longer
wish to perform servicing functions themselves. If market conditions require a
servicer to invest in assets or portfolios to be serviced, Crown must align
itself with a strategic partner or source of capital to pursue the business,
given the company's very limited liquidity and capital resources.
Third-party asset management remains an important source of revenue for the
company. Work in this area generally involves the administration of large
commercial real estate assets such as loans secured by hotels, office buildings
or multifamily projects. Many of these loan assets have complex and unique
financing terms. Increased asset management business may lead to more loan
servicing opportunities, as Crown often services assets placed with it for
management.
Financial advisory and mortgage banking activities did not produce material
revenues during the first half of 2000. The company is now beginning to derive
certain revenues from financial advisory services, particularly due diligence
reviews. Management believes these activities complement the company's asset
management and loan servicing businesses and is thus continuing to develop these
business lines.
8
<PAGE> 11
Crown has taken and continues to take steps to reduce operating expenses. If the
company is not successful in securing additional capital resources or new
business revenues, further expense reductions will be necessary.
To continue to operate, Crown must improve its liquidity and capital resources
by securing new investment capital or strategic alliances for the company and by
developing new business to replace lost revenues. At the same time, the company
must continue to aggressively control operating costs. There can be no assurance
that any steps the company takes to achieve these ends will produce the intended
results or lead to sustained or profitable operations.
RESULTS OF OPERATIONS FOR THE SECOND QUARTER ENDED JUNE 30, 2000 COMPARED TO THE
SECOND QUARTER ENDED JUNE 30, 1999
Total revenues decreased $22,216 to $963,044 for the second quarter of 2000 from
$985,260 during the same period in 1999. Management Fees decreased $185,257 to
$502,472 in the second quarter of 2000 from $687,729 for the comparable period
in 1999. Management fees are recorded as services required under a contract are
performed. As defined in the applicable contracts, they are derived either from
percentages of the aggregate value of assets under management or from original
base monthly amounts and are generally comprised of ongoing fees with the
opportunity for additional, incentive-based compensation at the end of an
engagement. Management fees decreased because the company had fewer assets under
management than last year at this time.
Disposition fees are recorded as revenue when a disposition has been consummated
and the asset owner has received the gross proceeds from a transaction.
Disposition fees are generally based on a percentage of the proceeds of an asset
disposition, as defined by the contracts, or a fixed amount per disposition.
Certain contracts provide for incentive fees if the company achieves net cash
collections in excess of thresholds established in the contracts. Disposition
and incentive fee revenues decreased to $0 in the second quarter of 2000 from
$33,809 during the corresponding period in 1999.
Other revenues for 2000 primarily include interest income, income from joint
ventures and net servicing revenues. Other fees increased $196,850 to $460,572
in the second quarter of 2000 from $263,722 in the same period in 1999. The
increase is attributable to an increase in interest income resulting from higher
escrow balances on deposit with depository institutions.
Personnel expenses include salaries, related payroll taxes and benefits, travel
and living expenses and professional development expenses. Personnel expenses
decreased $382,929 to $854,685 for the second quarter of 2000 from $1,237,614
for the same period in 1999. The decreases were primarily caused by lower
staffing levels.
9
<PAGE> 12
Occupancy, insurance and other operating expenses decreased to $379,327 for the
second quarter of 2000 from $430,822 for the second quarter of 1999. The
reduction was due primarily to lower space and operating costs as a result of
moves to smaller, lower-cost office space following lease expirations.
Interest expense decreased $53,701 to $12,314 for the second quarter of 2000
from $66,015 for the second quarter of 1999. This reduction is directly
attributable to the elimination of the company's operating lines of credit and a
reduction in corporate debt.
Depreciation and amortization decreased to $58,996 for the second quarter of
2000 from $87,984 for the corresponding period in 1999. The decrease primarily
reflects the impact of the sale of the company's headquarters building in May
1999. The sale resulted in a non-recurring gain of approximately $260,600, which
the company is amortizing over a 60- month period.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 1999
Total revenues decreased $367,827 to $1,991,650 in the first six months of 2000
from $2,359,477 during the same period in 1999. Management fees decreased by
$526,447 in 2000 from the comparable period in 1999. Asset management contracts
with various clients, including investment banking firms and partnerships,
continue to provide the company's primary revenues through management,
disposition and incentive fees.
Disposition and incentive fee revenues increased by $133,818 to $200,000 in the
first half of 2000 from $66,182 during the corresponding period in 1999.
Other fees increased $4,802 to $775,973 in the first six months of 2000 from
$751,171 for the same period in 1999. Interest income increased $439,555 to
$585,983 for the first six months of 2000 from $146,428 for the comparable
period in 1999. This was attributable to an increase in interest income
resulting from higher escrow cash balances on deposit with depository
institutions. Income from European operations has been eliminated through the
sale of those operations in 1999.
Personnel expenses decreased $593,839 to $1,813,619 for the first half of 2000
from $2,407,458 for the same period in 1999. The decreases are primarily
attributable to lower current staffing levels.
Occupancy, insurance and other operating expenses decreased $144,717 to $754,025
for the first six months of 2000 from $898,742 for the first six months of 1999.
The decrease is primarily due to reduced operations and lower space costs.
10
<PAGE> 13
LIQUIDITY AND CAPITAL RESOURCES
GENERAL
Cash and cash equivalents decreased to $39,272 at June 30, 2000 from $2,790,476
at December 31, 1999. The decrease is primarily attributable to the repayment of
$1,760,000 of short-term debt in January 2000 and to continued operating losses.
The company presently has no bank credit facilities. Crown is actively seeking
to improve its liquidity and operating capacity by raising capital, entering
into strategic alliances with capital partners and generating revenues from new
business.
Crown is incurring operating cash deficits and is presently applying proceeds on
hand toward those deficits. The company seeks capital partners, strategic
alliances or new sources of revenues to reduce or eliminate operating deficits.
There can be no assurance that these efforts will be successful.
HISTORICAL CASH FLOWS
Operating activities used cash flows of $369,400 during the first six months of
2000 compared to a $966,672 use in the corresponding period of 1999. The use of
funds in 2000 is primarily attributable to the company's net operating loss for
the six-month period ending June 30, 2000 reduced by a reduction in accounts
receivable of $248,482.
Investing activities used cash flows of $216,799 during the first six months of
2000. Similar activities provided funds of $1,805,786 during the comparable time
period in 1999. Goodwill increased by $225,000 in the first six months of 2000.
The sale of the corporate headquarters building in May 1999 was the primary
source of cash during that period.
Financing activities used cash flows of $1,585,000 during the first six months
of 2000 while using funds of $1,483,129 for the respective time period in 1999.
In January 2000, the company paid off short term debt totaling $1,760,000. In
addition, the company redeemed $500,000 of preferred stock in March 2000 for a
cash payment of $50,000, increasing paid-in capital by $450,000.
11
<PAGE> 14
PART II-OTHER INFORMATION
-------------------------
Item 1. - Legal Proceedings
---------------------------
The company is a party to routine litigation incidental to its business.
Management does not believe that the resolution of this litigation will
materially affect the financial position or liquidity of the company.
Additionally, the company has been advised that two financial advisors filed
suit in July 2000 against the company seeking a fee allegedly due them. While
the company believes it has meritorious defenses to this litigation, at this
point, management is unable to predict whether this litigation will materially
affect the company's prospects, financial position or liquidity.
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 Stockholders on May 25, 2000. At the
meeting, the stockholders voted to reelect three directors for the ensuing year.
The results of the election were:
Votes for all nominees: 8,092,403
Votes to withhold authority from the following nominees:
Ronald E. Roark 13,501
David K. Conrad 13,222
Gordon V. Smith 12,251
Item 5. - Other Information
---------------------------
None
12
<PAGE> 15
Item 6. - Exhibits and Reports on Form 8-K
------------------------------------------
(a) Exhibits
Exhibit
Numbers
-------
27 Financial Data Schedule
(b) Reports on Form 8-K
None
13
<PAGE> 16
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CROWN NORTHCORP, INC.
Dated: August 11, 2000 By: /s/ Sam Stern
-------------------------------
Sam Stern, Executive Vice
President, Treasurer and
Chief Financial Officer
By: /s/ Stephen W. Brown
--------------------------------
Stephen W. Brown, Secretary
14
<PAGE> 17
INDEX TO EXHIBITS
-----------------
27 Financial Data Schedule (1)
(1) Filed herewith.
15
