SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ________________________________________________________________ Form 10-QSB [x] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE EXCHANGE ACT For the transition period from ________ to ______. Commission File Number: 0-24625 CFS Bancshares, Inc. -------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 63-1207881 - -------------------------------- -------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 1700 3rd Avenue North Birmingham, Alabama 35203 - ------------------------- ------- (Address of principal Zip Code executive office) Registrant's telephone number, including area code:(205)328-2041 Indicate by check mark whether the registrant (1) has filed all the reports required to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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 --- --- Number of shares outstanding of common stock as of March 31, 2000 $0.01 par value common stock 130,000 shares - ---------------------------- ----------------- Class Outstanding CFS BANCSHARES, INC. AND SUBSIDIARIES TABLE OF CONTENTS PART I - FINANCIAL INFORMATION: PAGE No. Consolidated Balance Sheets at March 31, 2000 and September 30, 1999 (unaudited) -3- Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2000 and 1999 (unaudited) -4- Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2000 and 1999 (unaudited) -6- Consolidated Statements of Comprehensive Income for the Three and Six Months ended March 31, 2000 and 1999 (unaudited) -8- Notes to Consolidated Financial Statements -9- Management's Discussion and Analysis of Financial Condition and Results of Operations -11- PART II - OTHER INFORMATION -15- SIGNATURES -16- CFS BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, September 30, 2000 1999 ASSETS ------ Cash and amounts due from depository institutions $ 2,618,343 4,811,709 Federal funds sold and overnight deposits 920,889 2,877,742 ----------- ----------- Total cash and cash equivalents 3,539,232 7,689,451 Interest bearing deposits 163,142 161,524 Investment securities held to maturity (fair value of $4,334,531 and $4,919,789, respectively) 4,373,881 4,929,808 Investment securities available for sale, at fair value (cost of $38,529,423 and $34,389,879, respectively) 37,595,302 33,604,258 Federal Home Loan Bank stock 597,500 592,500 Loans receivable, net of allowances 44,006,386 43,521,160 Premises and equipment, net 3,771,602 3,871,433 Real estate acquired by foreclosure 27,286 47,270 Accrued interest receivable on investment securities 136,176 122,584 Accrued interest receivable on mortgage- backed securities 180,405 169,254 Accrued interest receivable on loans 340,688 317,617 Other assets 589,891 1,077,514 ----------- ----------- Total assets $95,321,491 96,104,373 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Interest-bearing deposits $74,596,773 75,180,323 Advance payments by borrowers for taxes and insurance 99,778 257,724 Other liabilities 769,120 981,602 Employee Stock Ownership Plan debt 64,000 72,000 FHLB advances 11,950,000 11,850,000 ----------- ----------- Total Liabilities 87,479,671 88,341,649 Stockholders' Equity: Common stock 130,000 130,000 Additional paid-in-capital 1,182,608 1,180,060 Retained earnings 7,180,423 7,020,548 Accumulated other comprehensive loss (598,125) (502,798) Unearned common stock held by ESOP (53,086) (65,086) ----------- ----------- Total Stockholders' Equity 7,841,820 7,762,724 ----------- ----------- Total liabilities and stockholders' equity $95,321,491 96,104,373 =========== =========== See accompanying notes to consolidated financial statements 3 CFS BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Six Months Ended March 31, Ended March 31, 2000 1999 2000 1999 INTEREST INCOME: Interest and fees on loans $ 950,775 $1,012,729 $1,912,101 $2,049,139 Interest and dividend income on investment securities 123,754 63,769 243,143 98,481 Interest income on mortgage-backed securities 474,722 468,317 949,282 955,931 Other interest income 44,140 14,630 97,703 47,980 ---------- ---------- ---------- ---------- Total interest income 1,593,391 1,559,445 3,202,229 3,151,531 Interest on deposits 669,116 657,469 1,328,747 1,361,326 Interest on FHLB advances 157,748 132,530 320,261 265,155 ---------- ---------- ---------- ---------- Total interest expense 826,864 789,999 1,649,008 1,626,481 Net interest income 766,527 769,446 1,553,221 1,525,050 Provision for loan losses (100,000) -- (100,000) -- ---------- ---------- ---------- ---------- Net interest income after provision for loan losses 866,527 769,446 1,653,221 1,525,050 OTHER INCOME: Service charges on deposits 107,313 72,270 224,018 182,686 Gain (loss) on sale of assets (2,721) (1,823) (1,787) 4,524 Gain (loss) on sale of securities (6,125) 27,486 (6,125) 27,486 Other 7,303 11,177 14,597 17,758 ---------- ---------- --------- ---------- Total Other Income 105,770 109,110 230,703 232,454 EXPENSES: Salaries and employee benefits 334,668 329,673 655,573 682,884 Net occupancy expense 30,857 30,509 58,161 58,795 Federal insurance premium 10,084 25,140 33,673 49,169 Data processing expenses 52,690 66,327 103,592 131,368 Professional services 55,865 51,495 148,196 118,606 Depreciation and amortization 70,734 74,303 148,864 147,246 Advertizing expense 16,067 31,942 35,162 83,577 Office supplies 16,113 21,269 36,449 35,076 Insurance expense 13,569 14,859 29,368 29,717 Other 113,832 92,913 223,652 167,997 ---------- ---------- --------- ---------- Total other expense 714,479 738,430 1,472,690 1,504,435 ---------- ---------- --------- ---------- Income before income taxes 257,818 140,126 411,234 253,069 Income tax expense 95,690 45,032 153,859 94,496 ---------- ---------- --------- ---------- See accompanying notes to consolidated financial statements 4 CFS BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Six Months Ended March 31, Ended March 31, 2000 1999 2000 1999 Net Income $162,128 95,094 257,375 158,573 ======== ======== ======= ======= Basic earnings per common share $ 1.28 0.79 2.03 1.32 ======== ======== ======= ======= Basic average shares outstanding 126,545 120,407 126,495 120,407 ======== ======== ======= ======= Diluted earnings per common share $ 1.24 0.76 1.96 1.27 ======== ======== ======= ======= Diluted average shares outstanding 130,745 125,207 130,975 124,770 ======== ======== ======= ======= Dividends declared and paid per common share $ -- -- 0.75 0.75 ======== ======== ======= ======= See accompanying notes to consolidated financial statements 5 CFS BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended March 31, 2000 1999 Cash flows from operating activities: Net income $ 257,375 $ 158,573 Adjustments to reconcile net income to net cash provided by operating activities Loan loss provision 50,000 -- Depreciation and amortization 148,864 147,246 Compensation expense recognized on ESOP allocation 7,000 17,160 Net amortization of premium on investment securities 31,699 70,907 Loss on sale of investment securities held to maturity 2,042 -- Loss (gain) on sale or call of investment securities available for sale 4,083 (27,486) Loss (gain) on sale of real estate acquired by foreclosure 1,887 (4,101) Increase (decrease) in deferred gain on sale of REO 935 (1,228) Decrease (increase) in accrued interest receivable (47,814) 100,190 Decrease (increase) in other assets 487,623 (10,449) Increase (decrease) in accrued interest on deposits 4,518 (21,200) Decrease in other liabilities (202,575) (256,558) ----------- ----------- Net cash provided by (used in) operating activities 745,637 173,054 Cash flows from investing activities: Purchase of interest-bearing deposits (1,618) (1,139) Purchase of investment securities held to maturity -- (502,656) Purchase of investment securities available for sale (6,835,969) (9,781,740) Proceeds from sale of investment securities held to maturity 118,111 -- Maturity or call of investment securities available for sale -- 1,000,000 Proceeds from sale of investment securities available for sale 453,861 1,550,760 Proceeds from principal collected on investment securities held to maturity 465,142 1,182,112 Proceeds from principal collected on investment securities available for sale 2,214,293 6,710,248 Net change in loans (535,226) 1,828,615 Purchase of premises and equipment (49,033) (57,331) Proceeds from sale of real estate acquired by foreclosure 18,097 13,861 ----------- ----------- Net cash provided by (used in) investing activities (4,152,342) 1,942,730 See accompanying notes to consolidated financial statements 6 CFS BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended March 31, 2000 1999 Cash flows from financing activities: Net decrease in interest bearing deposits (588,068) (1,180,874) Increase (decrease) in advance payments by borrowers for taxes and insurance (157,946) (156,189) Net proceeds from FHLB advances 100,000 -- Cash dividends (97,500) (97,500) ----------- ----------- Net cash used in financing activities (743,514) (1,434,563) Net increase (decrease) in cash and cash equivalents (4,150,219) 681,221 Cash and cash equivalents at beginning of period 7,689,451 5,317,285 ----------- ----------- Cash and cash equivalents at end of period $ 3,539,232 $ 5,998,506 =========== =========== Supplemental information on cash payments Interest paid 1,653,526 $ 1,580,486 Supplemental information on noncash transactions: Loans transferred to real estate acquired by foreclosure -- $ 107,621 See accompanying notes to consolidated financial statements 7 CFS BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three Months Six Months Ended March 31, Ended March 31, ---------------------------- ----------------------- 2000 1999 2000 1999 ------------ ------------ --------- ---------- Net income $ 162,128 95,094 257,375 158,573 Other comprehensive income, before tax: Unrealized holding (losses) gains arising during the period (64,427) (190,658) (159,878) (212,617) Less reclassification adjustment for gains (losses) on securities available for sale -- 27,486 (6,125) 27,486 --------- -------- --------- --------- Total other comprehensive income, before tax (64,427) (218,144) (153,753) (240,103) Income tax expense (benefit) related to other comprehensive income: Unrealized holding gain (loss) on available for sale securities (24,482) (70,543) (60,754) (78,668) Less reclassification adjustment for gains (losses) on securities available for sale -- 10,170 (2,328) 10,170 --------- -------- --------- -------- Total income tax expense (benefit) related to other comprehensive income (24,482) (80,713) (58,426) (88,838) --------- -------- --------- -------- Total other comprehensive income (loss), net of tax (39,945) (137,431) (95,327) (151,265) --------- -------- --------- -------- Total comprehensive income (loss) $ 122,183 (42,337) 162,048 7,308 ========= ======== ========= ======== See accompanying notes to consolidated financial statements 8 CFS BANCSHARES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (none of which are other than normal recurring accruals) necessary for a fair statement of financial position of the Company and the results of operations for the three month and six month periods ended March 31, 1999 and 2000. The results contained in these statements are not necessarily indicative of the results that may be expected for the entire year. For further information, refer to the consolidated financial statements and notes included in the Company's annual report on Form 10-KSB for the year ended September 30, 1999. 2. RECLASSIFICATIONS Certain items in the 1999 consolidated financial statements have been reclassified to conform to current year classifications. 3. NET INCOME PER SHARE Presented below is a summary of the components used to calculated diluted earnings per share for the three months and six months ended March 31, 2000 and 1999. Three months ended Six months ended March 31, March 31, 2000 1999 2000 1999 --------------------------------------- Weighted average common shares outstanding 126,545 120,407 126,495 120,407 Net effect of the assumed exercise of stock options based on the treasury stock method using average market price for the quarter 4,200 4,800 4,480 4,363 ---------------------------------------- Total weighted average common shares and potential common stock outstanding 130,745 125,207 130,975 124,770 ======================================== 4. RECENT ACCOUNTING PRONOUNCEMENTS In June 1998, the FASB issued Financial Accounting Standard No. 133, Accounting for Derivative Instruments and Hedging Activities, ("FAS133"). The standard establishes comprehensive accounting and reporting standards for derivative instruments and hedging activities. FAS133 requires that all derivative instruments be recorded in the statement of financial position at fair value; the accounting for gains or losses due to changes in fair value of the derivative instruments depends on whether the derivative instruments qualify as hedging instruments. If a derivative instrument does not qualify as a hedge, the gain or loss is reported in earnings when it occurs. However, if the derivative qualifies as a hedging instrument, the accounting varies based on the type of risk being hedged, and includes either recognizing earnings for changes in fair value each reporting period, or accumulating changes in other comprehensive income and recognizing earnings during the period that the hedged forecasted 9 item impacts earnings. FAS133, as amended, becomes effective for financial statements for the first quarter of fiscal years beginning after June 15, 2000. Management is evaluating the impact of FASB 133 on the financial condition of the Company. 10 MANAGEMENT DISCUSSION AND ANALYSIS - ---------------------------------- REVIEW OF RESULTS OF OPERATIONS OVERVIEW - -------- Net income for the six months ended March 31, 2000 was $257,375 an increase of $98,802 or 62.31% when compared to the six months ended March 31, 1999. The increase in net earnings resulted primarily from the recovery in February 2000 of $150,000 from a $220,000 loan that was charged off during the fiscal year ended September 30, 1998. Net income for the three months ended March 31, 2000 was $162,128 an increase of $67,304 or 70.50% as compared to net income during the three months ended March 31, 1999 of $95,094. The positive impact of the loan loss recovery noted above was partially offset by the addition of $50,000 to the Bank's loan loss provision during the three-month period ended March 31, 2000. There were no loan loss provisions added during the three month or six-month periods ended March 31, 1999. NET INTEREST INCOME - ------------------- Net interest income is the difference between the interest and fees earned on loans, securities and other interest earning assets (interest income) and the interest paid on deposits and FHLB advances (interest expense). The Bank's deposits and FHLB advances are primarily short term in nature and reprice faster than the Bank's interest earning assets, consisting mainly of loans and mortgage backed securities, which generally have longer maturities. The mix of the Bank's interest earning assets and deposits and FHLB advances along with the trend of market interest rates have a substantial impact on the change in net interest margin. The cost of the Bank's interest bearing liabilities decreased nine basis points from 3.95% for the six month period ended March 31, 1999 to 3.86% during the six month period ended March 31, 2000 while the yield on interest earning assets decreased 11 basis points from 7.61% for the six month period ended March 31, 1999 to 7.50% for the comparable period in the current fiscal year. Despite a slight decrease in the net interest spread of two basis points the Bank's net interest income increased by $28,171 or 1.85% from $1,525,050 for the six month period ended March 31, 1999 to $1,553,221 for the six month period in the current fiscal year. Net interest income for the three months ended March 31, 2000 remained relatively unchanged declining by $2,919 or.38% from $769,446 for the three months ended March 31, 1999 to $766,527 for the three months ended March 31, 2000. The decline in net interest income during the three month and six month period ended March 31, 2000 relates to larger than normal levels of short term assets and from an advance from the Federal Home Loan Bank to assure that adequate levels of liquidity were maintained during the transition from 1999 to 2000. OTHER INCOME - ------------ Other income decreased from $232,454 for the six month period ended March 31, 1999 to $230,703 for the comparable period in the current fiscal year. Decreases in gains on sale of assets and securities of $39,922 were offset by an increase in service charges on deposits of $41,332 when comparing the six months ended March 31, 2000 to the comparable period in the prior fiscal year. During the three months ended March 31, 2000 other income declined by $3,340. The changes, which impacted the six- month period as, described above had a similar impact on the results for the three month period ended March 31, 2000 as compared to the same period in the prior fiscal year. 11 OTHER EXPENSE - ------------- During the six month period ended March 31, 2000 the Bank's other expense decreased by 2.11% or $31,745 from $1,504,435 for the six month period ended March 31, 1999 to $1,472,690 for the comparable period in the current year. Salaries and employee benefits, federal insurance premiums, data processing expense and advertising expense decreased by $27,311, $15,496, $27,776 and $48,415 respectively when comparing the six months ended March 31, 1999 to the six month period ended March 31, 2000. The decrease in salaries and employee benefits resulted from a decline in the expense associated with the Bank's Employee Stock Ownership Plan due to the completion of the allocation of shares related to a $412,750 ten year loan made in 1989. The decrease in federal insurance premiums resulted from an improved FDIC classification of the Bank. The decrease in data processing expense resulted from declines in Year 2000 related expenses. The decline in advertising resulted from decreases in the amount of media purchases compared to the six-month period ended March 31, 1999 during which the Bank was conducting an extensive advertising campaign. The decreases described above were partially offset by increases in professional services and other expense of $29,590 and $55,655, respectively. The increase in professional services resulted from an unsuccessful bid by the Bank for another institution offered by the FDIC. The increase in other expense included higher expenses for property tax and state franchise tax, as well as an increase in charitable contributions and travel expense. REVIEW OF FINANCIAL CONDITION - ----------------------------- Significant factors affecting the Bank's financial condition from September 30, 1999 to March 31, 2000 are detailed below: ASSETS - ------ Total assets decreased $782,882 or .81% from $96,104,373 at September 30, 1999 to $95,321,491 at March 31, 2000. Significant changes in assets balances include an increase in investment securities available for sale which increased by $3,991,044 or 11.88% from $33,604,258 at September 30, 1999 to $37,595,302 at March 31, 2000. The increase was funded from decreases in cash and cash equivalents which were maintained at a higher than normal level at September 30, 1999 in anticipation of possible Year 2000 liquidity demands. Other assets declined from $1,077,514 at September 30, 1999 to $589,891 at March 31, 2000 as the result of approximately $470,000 of short term receivables at September 30, 1999 being collected during the current fiscal year. LIABILITIES - ----------- Total liabilities decreased $861,978 or .98% between September 30, 1999 and March 31, 2000. The decrease resulted from a decline in the Bank's interest bearing deposits of $583,550 from $75,180,323 at September 30, 1999 to $74,596,773 at March 31, 2000. Though deposits declined between September 1999 and March 2000 the deposit balance at March 31, 2000 is an increase of approximately $2.7 million from the balances at December 31, 1999. The bank had significant deposit withdrawals during the period between September 30, 1999 and December 31, 1999 related to Year 2000 concerns and from normal seasonal patterns. 12 LOAN QUALITY - ------------ A key to long term earnings growth for Citizens Federal Savings Bank is maintenance of a high quality loan portfolio. The Bank's directive in this regard is carried out through its policies and procedures for review of loans. The goals and results of these policies and procedures are 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. At March 31, 2000 the Bank had $694,389 in assets classified as substandard including assets acquired by foreclosure or repossession of $27,286, no assets classified as doubtful and $58,728 in assets classified as loss. A specific loan loss reserve has been established for all loans classified as a loss. At September 30, 1999 the Bank had $848,537 in assets classified as substandard including real estate acquired by foreclosure of $47,270, no assets classified as doubtful and $54,589 in assets classified as loss. The allowance for loan losses was $318,536 at March 31, 2000. Management believes that the current allowance for loan losses is adequate to cover any potential future loan losses which exist in the loan portfolio, although there can be no assurance that further increases in the loan loss allowance will not be made as circumstances warrant. LIQUIDITY AND INTEREST SENSITIVITY - ---------------------------------- The Bank is required under applicable federal regulations to maintain specified levels of cash and "liquid" investments in qualifying types of United States Treasury and federal agency securities and other investments. Such investments serve as a source of funds upon which the Bank may rely to meet deposit withdrawals and other short term needs. The Bank monitors its cash flow position to assure adequate liquidity levels and to take advantage of market opportunities. The Bank maintains liquidity levels, which significantly exceed the minimum regulatory requirements. Management believes that the Bank's liquidity is adequate to fund all outstanding commitments and other cash needs. Changes in interest rates will necessarily lead to changes in net interest margin. The Bank's goal is to minimize volatility in the net interest margin by taking an active role in managing the level, mix and maturity of assets and liabilities. The Bank's primary emphasis in reducing its interest rate risk is to focus on reducing the weighted average maturity of the loan portfolio and by purchasing adjustable rate securities. INFORMATION ABOUT FORWARD-LOOKING STATEMENTS - -------------------------------------------- Any statement contained in this report which is not a historical fact, or which might otherwise be considered an opinion or projection concerning the Bank or its business, whether expressed or implied, is meant as and should be considered a forward-looking statement as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions and opinions concerning a variety of known and unknown risks, including but not necessarily limited to changes in market conditions, natural disasters and other catastrophic events, increased competition, changes in availability and cost of reinsurance, changes in governmental regulations, and general economic conditions, as well as other risks more completely described in the Bank's filings with the Securities and Exchange Commission, including this Annual Report on Form 10-KSB. If any of these assumptions or opinions prove incorrect, any forward-looking statement made on the basis of such assumptions or opinions may also prove materially incorrect in one or more respects. 13 CAPITAL ADEQUACY AND RESOURCES - ------------------------------ Management is committed to maintaining capital at a level sufficient to protect stockholders and depositors, provide for reasonable growth, and fully comply with all regulatory requirements. Management's strategy to maintain this goal is to retain sufficient earnings while providing a reasonable return to stockholders in the form of dividends and return on equity. The Office of Thrift Supervision has issued guidelines identifying minimum regulatory "tangible" capital equal to 1.50% of adjusted total assets, a minimum 3.00% core capital ratio and a minimum risk based capital of 8.00% of risk weighted assets. The Bank has provided the majority of its capital requirements through the retention of earnings. At March 31, 2000 the Bank satisfied all regulatory requirements. The Bank's compliance with the current standards is as follows: For capital Well Actual adequacy purposes capitalized ---------------- --------------------- -------------------- Amount Ratio Amount Ratio Amount Ratio ------ ----- ------ ----- ------ ----- Total capital (to risk weighted assets) $8,491,878 18.51% 3,670,000 8.00% 4,587,400 10.00% Tier I capital (to risk weighted assets) $8,351,511 18.20% 1,834,960 4.00% 2,752,440 6.00% Tier I capital (to average assets) $8,351,511 8.73% 3,828,517 4.00% 4,785,647 5.00% Reconciliation of capital: Risk Weighted Tier I Capital Capital Total stockholders' equity (GAAP) $7,753,386 $7,753,386 Unrealized loss on securities - AFS 598,125 598,125 Allowance for loan losses 260,000 - Equity investments (119,633) Total $8,491,878 $8,351,511 14 CFS BANCSHARES, INC. AND SUBSIDIARY PART II OTHER INFORMATION ITEM 1: LEGAL PROCEEDINGS The Bank is defending various lawsuits and claims. In the opinion of management the ultimate disposition of these matters will not have a significant effect on the financial position of the Bank. ITEM 2: CHANGE IN SECURITIES Not Applicable ITEM 3: DEFAULT UPON SENIOR SECURITIES Not Applicable ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5: OTHER INFORMATION: None ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K Exhibit 27 - Financial Data Schedule No Reports on Form 8-K were filed during the quarter ended March 31, 2000. 15 CFS BANCSHARES, INC. AND SUBSIDIARY 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. CFS BANCSHARES, INC. (Registrant) Date: May 15, 2000 /s/ Bunny Stokes, Jr. ------------------------------------- Bunny Stokes, Jr. Chairman/CEO (principal executive officer) Date: May 15, 2000 /s/ W. Kent McGriff ------------------------------------ W. Kent McGriff Executive Vice President (principal financial and accounting officer) 16