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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: April 30, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-7643
WASHINGTON HOMES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-0818872
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1802 Brightseat Road, Landover, MD 20785-4235
(Address of principal executive offices) (Zip Code)
(301) 772-8900
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Number of shares of each of the registrant's classes of common stock outstanding
at April 30, 2000:
Class Number of Shares
----- ----------------
Common Stock (voting), $.01 par value 7,784,713
Common Stock (non-voting), $.01 par value 0
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WASHINGTON HOMES, INC.
FORM 10-Q
TABLE OF CONTENTS
Page
----
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets
-- April 30, 2000 (Unaudited) and July 31, 1999 ...................... 3
Condensed Consolidated Statements of Earnings
-- Three Months and Nine Months Ended April 30, 2000
and 1999 (Unaudited) .............................................. 4
Condensed Consolidated Statement of Shareholders' Equity
-- Nine Months Ended April 30, 2000 (Unaudited) ...................... 5
Condensed Consolidated Statements of Cash Flows
-- Nine Months Ended April 30, 2000 and 1999 (Unaudited) ............. 6
Notes to Condensed Consolidated Financial Statements (Unaudited) ..... 7
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ........................... 8
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk .... 12
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K .............................. 12
SIGNATURES ............................................................... 13
2
PART 1. ITEM 1. Financial Statements
WASHINGTON HOMES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands except share data)
April 30, July 31,
2000 1999
--------- --------
ASSETS
Cash and cash equivalents ............................ $ 8,161 $ 12,734
Residential inventories .............................. 136,816 130,502
Excess of cost over net assets acquired, net ......... 8,431 8,731
Investment in joint ventures ......................... 3,567 3,876
Other ................................................ 12,374 11,612
-------- --------
Total Assets ....................................... $169,349 $167,455
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Notes and loans payable .............................. $ 61,967 $ 59,526
Trade accounts payable ............................... 19,585 24,568
Income taxes ......................................... 1,958 3,986
Other ................................................ 8,383 10,426
-------- --------
Total liabilities .................................. 91,893 98,506
Shareholders' Equity
Common stock
15,000,000 shares voting common stock authorized,
$.01 par value, 7,784,713 and 7,949,013 issued
and outstanding .................................... 78 79
1,100,000 shares non-voting common stock authorized,
$.01 par value, 0 shares issued and outstanding .... -- --
Additional paid-in capital ........................... 34,569 35,178
Retained earnings .................................... 42,809 33,692
-------- --------
Total shareholders' equity ......................... 77,456 68,949
-------- --------
Total Liabilities and Shareholders' Equity ......... $169,349 $167,455
======== ========
See accompanying Notes.
3
WASHINGTON HOMES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(in thousands except share data)
Three Months Ended Nine Months Ended
April 30, April 30,
--------------------- ---------------------
2000 1999 2000 1999
--------- --------- --------- ---------
Revenues
Homebuilding ........................... $116,114 $87,720 $294,772 $226,188
Land sales ............................. 2,854 649 3,541 3,721
Other income ........................... 1,694 1,028 4,095 2,877
-------- ------- -------- --------
Total revenues ....................... 120,662 89,397 302,408 232,786
Expenses
Cost of sales -- homebuilding .......... 93,753 70,568 237,342 183,321
Cost of sales -- land .................. 2,854 634 3,519 3,544
Selling, general and administrative .... 15,372 11,098 40,338 30,095
Interest ............................... 1,865 1,827 4,981 4,897
Financing fees ......................... 227 203 661 601
Amortization and depreciation expense .. 162 104 560 308
-------- ------- -------- --------
Total expenses ....................... 114,233 84,434 287,401 222,766
-------- ------- -------- --------
Earnings before income taxes ............. 6,429 4,963 15,007 10,020
Income tax expense ..................... 2,592 1,916 5,890 3,865
-------- ------- -------- --------
Net earnings ............................. $ 3,837 $ 3,047 $ 9,117 $ 6,155
======== ======= ======== ========
Earnings per common share
Basic .................................. $0.49 $0.38 $1.16 $0.77
===== ===== ===== =====
Diluted ................................ $0.48 $0.37 $1.13 $0.75
===== ===== ===== =====
Weighted average common shares
Basic .................................. 7,833,524 7,942,763 7,890,166 7,942,763
========= ========= ========= =========
Diluted ................................ 8,004,822 8,201,001 8,093,960 8,184,884
========= ========= ========= =========
See accompanying Notes.
4
WASHINGTON HOMES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Nine Months Ended April 30, 2000
(Unaudited)
(in thousands)
Common Stock Additional Total
------------------- Paid-in Retained Shareholders'
Voting Non-voting Capital Earnings Equity
------ ---------- ---------- -------- -------------
Balance, August 1, 1999 ........ $ 79 $ 0 $35,178 $33,692 $68,949
Purchase and retirement of
Company stock ................. (1) -- (894) -- (895)
Deferred compensation plan ..... -- -- 285 -- 285
Net earnings ................... -- -- -- 9,117 9,117
---- ---- ------- ------- -------
Balance, April 30, 2000 ........ $ 78 $ 0 $34,569 $42,809 $77,456
==== ==== ======= ======= =======
See accompanying Notes.
5
WASHINGTON HOMES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
April 30,
--------------------
2000 1999
-------- --------
Cash flows from operating activities:
Net earnings ......................................... $ 9,117 $ 6,155
Adjustments to reconcile net earnings to
net cash used in operating activities:
Amortization and depreciation .................... 560 308
Changes in assets and liabilities:
Residential inventories .......................... (6,314) (13,567)
Other assets ..................................... (384) (3,071)
Trade accounts payable ........................... (4,983) (2,216)
Income taxes ..................................... (2,028) (92)
Other liabilities ................................ (2,043) 1,981
Deferred compensation liability .................. 285 --
-------- --------
Net cash used in operating activities .......... (5,790) (10,502)
Cash flows from investing activities:
Purchases of property and equipment, net of disposals (328) (226)
Purchase of Breland Homes' assets, net ............... -- (5,272)
-------- --------
Net cash used in investing activities .......... (328) (5,498)
Cash flows from financing activities:
Proceeds from notes and loans payable ................ 208,883 159,813
Repayments of notes and loans payable ................ (206,443) (144,452)
Purchase and retirement of Company stock ............. (895) --
-------- --------
Net cash provided by financing activities ...... 1,545 15,361
Net decrease in cash and cash equivalents .............. (4,573) (639)
Cash and cash equivalents, beginning of period ......... 12,734 10,321
-------- --------
Cash and cash equivalents, end of period ............... $ 8,161 $ 9,682
======== ========
See accompanying Notes.
6
WASHINGTON HOMES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Basis of Presentation
The unaudited condensed consolidated financial statements include the
accounts of Washington Homes, Inc. and its wholly owned subsidiaries (the
"Company").
The Company is principally engaged in the business of construction and sale
of residential housing. All significant intercompany balances and transactions
have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and SEC regulations. Accordingly, they do not
include all of the information and notes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting only of normal recurring accruals)
considered necessary for a fair presentation have been included. These condensed
consolidated financial statements should be read in conjunction with the
financial statements and notes thereto in the Company's Annual Report to
Shareholders for the year ended July 31, 1999. Operating results for the three
and nine months ended April 30, 2000 are not necessarily indicative of the
results that may be expected for the year ending July 31, 2000.
2. Shareholders' Equity
Common Stock. The Company has 7,784,713 shares of common stock outstanding
at April 30, 2000 all of which are voting shares. Except for voting rights, the
non-voting common stock is substantially the same as the Company's voting common
stock.
Deferred Compensation Incentive Plan. Effective as of July 31, 1999, the
Company adopted a Deferred Compensation Incentive Plan ("Plan") for certain key
employees who may elect to defer a portion of their future compensation. The
Company will match the lesser of 20% of the amount deferred or $20,000, with the
match subject to a five-year vesting schedule. The Plan will be funded by the
purchase of the Company's common stock. The Company will retire any Company
stock acquired by the Plan and the future issuance of the same number of shares
will be from newly issued shares. During the nine months ended April 30, 2000,
60,000 shares were acquired by the Plan. As a result of this transaction,
Additional Paid-in Capital was reduced as follows (in thousands):
Stock purchase price ............................... $ 326
Decrease in deferred compensation liability ........ (285)
-----
Net decrease in Additional Paid-in Capital ......... $ 41
=====
Stock Repurchase Program. In January 2000, the board of directors adopted a
stock repurchase program for up to 800,000 shares of the Company's common stock.
The shares will be repurchased in the open market or in block trades and
purchases will be dependent on market conditions. Shares repurchased will be
retired or used to meet the Company's current employee benefit plan obligations.
During the quarter ended April 30, 2000, 104,300 shares were repurchased for
$569,000. As a result of this transaction, Shareholders' Equity was reduced as
follows (in thousands):
Common Stock ....................................... $ 1
Additional Paid-In Capital ......................... 568
-----
Net decrease in Shareholders' Equity ............... $ 569
=====
7
3. Earnings Per Share
Basic earnings per common share are based on the weighted average number of
shares of common stock outstanding during each period. Diluted earnings per
common share are based on the weighted average number of shares of common stock
outstanding plus equivalent shares relating to stock options outstanding.
4. Notes and Loans Payable
Notes and loans payable consist of the following:
April 30, 2000 July 31, 1999
-------------- -------------
(in thousands)
Senior Notes ........................... $14,333 $28,667
Revolving Credit Facilities ............ 44,756 27,639
Land Acquisition and Other ............. 2,878 3,220
------- -------
$61,967 $59,526
======= =======
Senior Notes. In April 1994, the Company issued $43,000,000 principal
amount of unsecured Senior Notes. Two series of Senior Notes were issued:
$30,000,000 with a fixed rate of 8.61% per annum, with interest payable
semi-annually beginning in October 1994 and $13,000,000 with a floating rate of
LIBOR plus 2.4% (8.68% at April 30, 2000), with interest payable July 1994 and
either quarterly or semi-annually thereafter at the option of the Company.
Beginning April 1998, interest became payable on a quarterly basis for both
series of Senior Notes. Principal repayments are due in three equal annual
installments commencing in October 1998 and continuing to October 2000. The
scheduled principal repayments of $14,333,333 were made in October 1998 and
October 1999.
Revolving Credit Facilities. At April 30, 2000, the Company had two secured
credit facilities totaling $133 million to fund land acquisition, home
construction, letters of credit, and principal repayments on its Senior Notes.
In September 1999, the Company increased the credit availability under one of
the facilities to $120 million from $70 million. The new credit facility is
comprised of a $100 million revolving loan with a maturity date (which may be
extended) of October 30, 2001, and a $20 million, term loan with an initial
maturity of 2 years plus three one-year extension options. $14.3 million of the
term loan was used in October 1999 for a principal repayment of the Company's
Senior Notes. The remaining $5.7 million will be used to repay a portion of the
Senior Notes repayment due in October 2000. Principal repayments of $2 million
are due semi-annually beginning in April 2000. The first scheduled principal
repayment of $2 million was made in April 2000. The other credit facility
consists of a $15 million revolving loan with a maturity date (which may be
extended) of April 19, 2001. At April 30, 2000, $44.8 million was outstanding
under both facilities. Borrowings under the facilities bear interest at 30 day
LIBOR (6.29% at April 30, 2000) plus 1.75% for the revolving credit facilities
and 2.85% for the term loan.
Land Acquisition Loans and Others. The Company has loans with various land
sellers and lenders for the acquisition of land and equipment which bear
interest at fixed rates ranging from 4.0% to 10.0% or variable rates of prime to
prime plus 0.5% and are collateralized by the related inventory.
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Annual Operating Cycle
The homebuilding industry in general and the operations of the Company are
seasonal in nature. The number of new orders signed is generally higher in the
period from February through May compared to the balance of the year. Deliveries
peak in the fiscal quarter ending July 31 as a substantial portion of homes for
which contracts are written during the fiscal quarter ending April 30 are
delivered. Delivery volume is relatively constant during the remainder of the
8
year. Backlog is the number of homes under contract but not delivered at the end
of the period. Revenue is recognized upon the delivery of finished homes. The
following table, which sets forth the quarterly operating results for the
Company during the last five fiscal quarters, illustrates this cycle:
Three Months Ended
------------------------------------------------------------
April 30, July 31, October 31, January 31, April 30,
1999 1999 1999 2000 2000
--------- -------- ----------- ----------- ---------
(dollars in thousands)
Selected Operating Data (Consolidated)
- --------------------------------------
Revenues -- homebuilding ............ $ 87,720 $127,541 $ 85,889 $ 92,769 $116,114
Number of homes delivered ........... 533 757 483 500 605
Number of net new orders ............ 836 531 587 526 902
Number of homes in backlog .......... 1,234 1,008 1,112 1,138 1,435
Sales value of backlog .............. $229,570 $197,135 $219,846 $225,880 $275,066
Geographic Breakdown of Operations
Set forth below is information for the Company's operations by geographic
markets:
Three Months Ended Nine Months Ended
April 30, April 30,
------------------ -----------------
Net New Orders 2000 1999 2000 1999
-------------- -------- -------- ------ ------
Consolidated:
Maryland ......................... 259 226 598 487
Virginia ......................... 260 258 590 489
North Carolina ................... 257 242 547 530
Tennessee ........................ 40 53 98 114
Pennsylvania ..................... 10 14 34 35
Alabama(1) ....................... 46 31 75 31
Mississippi(1) ................... 30 12 73 12
---- ---- ----- -----
Total Consolidated .............. 902 836 2,015 1,698
Unconsolidated Joint Venture:
Active Adult (2) ................. 45 -- 45 --
---- ---- ----- -----
Total .......................... 947 836 2,060 1,698
==== ==== ===== ====
Three Months Ended Nine Months Ended
April 30, April 30,
------------------ -----------------
Homes Delivered 2000 1999 2000 1999
--------------- -------- -------- ------ ------
Consolidated:
Maryland ......................... 167 164 426 405
Virginia ......................... 202 89 469 262
North Carolina ................... 160 195 434 529
Tennessee ........................ 27 32 82 88
Pennsylvania ..................... 8 19 34 49
Alabama(1) ....................... 23 21 81 21
Mississippi(1) ................... 18 13 62 13
---- ---- ----- -----
Total Consolidated .............. 605 533 1,588 1,367
Unconsolidated Joint Venture:
Active Adult (2) ................. 7 -- 7 --
---- ---- ----- -----
Total .......................... 612 533 1,595 1,367
==== ==== ===== =====
(1) Homebuilding operations for Alabama and Mississippi were acquired in
March 1999.
(2) Includes 100% of the activity in a 50% owned active adult community in
Raleigh, North Carolina. The joint venture was formed in 1998 with US
Home to develop primarily age-restricted communities. The Company's
interest is accounted for under the equity method of accounting.
9
April 30,
------------------
Backlog of Sold Homes 2000 1999
--------------------- -------- --------
Consolidated:
Maryland ......................... 415 322
Virginia ......................... 508 403
North Carolina ................... 352 329
Tennessee ........................ 64 68
Pennsylvania ..................... 17 21
Alabama(1) ....................... 44 56
Mississippi(1) ................... 35 35
----- -----
Total Consolidated .............. 1,435 1,234
Unconsolidated Joint Venture:
Active Adult (2) ................. 38 --
----- -----
Total .......................... 1,473 1,234
===== =====
(1) Homebuilding operations for Alabama and Mississippi were acquired in
March 1999.
(2) Includes 100% of the activity in a 50% owned active adult community in
Raleigh, North Carolina. The joint venture was formed in 1998 with US
Home to develop primarily age-restricted communities. The Company's
interest is accounted for under the equity method of accounting.
Results of Operations
Three Months Ended April 30, 2000 Compared to Three Months Ended April 30, 1999
Total revenues increased 35.0% to $120.7 million during the three months
ended April 30, 2000 compared to $89.4 million during the three-month period
ended April 30, 1999 as the number of homes delivered from consolidated
operations increased to 605 in the third quarter of fiscal 2000 from 533 homes
in the third quarter of fiscal 1999. The increased levels of revenues and
deliveries are attributable to strong housing demand resulting from a generally
strong economy. The average sales price of homes delivered from consolidated
operations increased to $191,900 for the third quarter of fiscal 2000 from
$164,600 for the third quarter of fiscal 1999. Changes in the average selling
price of homes delivered may vary from period to period based on product mix and
pricing of specific communities.
Revenues from land sales were $2.9 million for the three months ended April
30, 2000 compared to $649,000 during the same three-month period in fiscal 1999.
Included in this year's third quarter revenue and cost of sales from land sales
is $2.7 million from the sale of a multi-family land parcel. This sale is in
line with the Company's strategy to reallocate capital to markets and/or
properties with the greatest potential return. There was no gross profit from
land sales in the three months ended April 30, 2000 compared to $15,000 in the
same three-month period in fiscal 1999.
Other income increased $666,000 to $1.7 million during the three months
ended April 30, 2000 as compared to $1.0 million in the same three-month period
in fiscal 1999. The increase is primarily due to increased income from mortgage
origination activity.
Gross profit as a percentage of revenues from homes delivered decreased to
19.3% during the three months ended April 30, 2000 compared to 19.6% during the
same three-month period in fiscal 1999. The decrease reflects cost increases in
the Maryland and Virginia markets.
Selling, general and administrative expenses increased $4.3 million to
$15.4 million during the three-month period ended April 30, 2000, compared to
$11.1 million in the same three-month period in fiscal 1999. Selling, general
and administrative expenses increased as a percentage of homebuilding revenue to
10
13.2% in the three-month period ended April 30, 2000, compared to 12.7% for the
same period in fiscal 1999. The increase is attributable to variable costs
related to the 35.0% increase in revenues, expansion of mortgage operations and
an increase in active communities to 87 from 81 a year ago.
Interest and financing fees increased to $2.1 million during the three
months ended April 30, 2000 as compared to $2.0 million in the same three-month
period in fiscal 1999. However, due to the increased volume, interest and
financing fees as a percent of homebuilding revenues decreased to 1.8% in the
three months ended April 30, 2000 from 2.3% in the third quarter of fiscal 1999.
Nine Months Ended April 30, 2000 Compared to Nine Months Ended April 30, 1999
Total revenues increased $69.6 million (29.9%) to $302.4 million during the
nine months ended April 30, 2000 compared to $232.8 million during the
nine-month period ended April 30, 1999. The number of homes delivered from
consolidated operations increased 16.2% to 1,588 homes in the first nine months
of fiscal 2000 from 1,367 homes in the first nine months of fiscal 1999. The
average sale price of homes delivered from consolidated operations increased to
$185,500 in the first nine months of fiscal 2000 from $165,500 in the first nine
months of fiscal 1999. Changes in average selling price of homes delivered may
vary from period to period based on product mix and pricing of specific
communities.
Revenues and gross profit from land sales were $3.5 million and $22,000,
respectively, for the nine-month period ended April 30, 2000 compared to $3.7
million and $177,000 during the nine-month period in fiscal 1999.
Gross profit as a percentage of revenues from homes delivered increased to
19.5% during the nine-month period ended April 30, 2000 compared to 19.0% during
the nine-month period ended April 30, 1999. The increase in gross profit margins
is due to price increases in the first six months of the year.
Selling, general and administrative expenses increased $10.2 million to
$40.3 million during the nine-month period ended April 30, 2000 as compared to
$30.1 million for the same nine-month period in fiscal 1999. Selling, general
and administrative expenses as a percentage of homebuilding revenues increased
from 13.3% for the nine months ended April 30, 1999 to 13.7% for the same fiscal
period in 2000. The increase is attributable to variable costs related to the
29.9% increase in revenues, the previously mentioned expenses associated with
the expansion of the mortgage operations and increase in active communities.
Interest and financing fees increased to $5.6 million in the nine months
ended April 30, 2000 as compared to $5.5 million for the same period in fiscal
1999. However, due to the increased volume, interest and financing fees as a
percent of homebuilding revenues decreased to 1.9% in the nine months ended
April 30, 2000 from 2.4% in the same fiscal period of 1999.
Capital Resources and Liquidity
Funding for the Company's residential building and land development
activities is provided principally by cash flows from operations and borrowings
from banks and other financial institutions. The Company's capital needs depend
upon its sales volume, asset turnover, land purchases and inventory levels.
At April 30, 2000, the Company had cash and cash equivalents of $8.2
million of which $758,000 was restricted to collateralize customer deposits and
other escrows. The remaining $7.4 million was available to the Company.
The Company had $150.2 million in borrowing capacity from various lending
institutions and land sellers of which $62.0 million was outstanding at April
30, 2000.
The Company believes that it will be able to fund its activities through
fiscal 2000 through a combination of operating cash flow, existing cash balances
11
and borrowings from banks and other lending institutions. Except for ordinary
expenditures for the construction of homes and acquisition and development of
land, the Company does not have any material commitments for capital
expenditures at the present time.
Forward Looking Statements
This Form 10-Q report contains statements, which may be construed as
"forward looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward looking statements may involve
known and unknown risks, uncertainties and other factors that may cause actual
results, performance, achievements or industry results, to vary materially from
predicted results, performance, achievements or those of the industry. Such
risks, uncertainties and other factors include, but are not limited to, change
in general economic conditions, fluctuations in interest rates, increases in
cost of and availability of materials, supplies and labor and general
competitive conditions.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to market risk from changes in interest rates.
Adverse changes in interest rates can have a material effect on the Company's
operations.
At April 30, 2000, the Company had $62.0 million of debt outstanding of
which $12.1 million bears fixed interest rates. If the interest rate charged to
the Company on its variable rate debt were to increase significantly, the effect
could be materially adverse to future operations.
The Company's objective in its risk management program is to seek a
reduction in the potential negative earnings effects from changes in interest
rates. The Company's strategy to meet this objective is to maintain a balance
between fixed-rate and variable-rate debt, varying the proportion based on the
Company's perception of interest rate trends and the market place for various
debt instruments.
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27. Financial Data Schedule
(b) Reports on Form 8-K
The registrant did not file any reports on Form 8-K during the quarter
ended April 30, 2000.
12
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.
WASHINGTON HOMES, INC.
(Registrant)
Date: June 14, 2000 By: /s/ Geaton A. DeCesaris, Jr.
---------------------------------
Geaton A. DeCesaris, Jr.
Chairman of the Board, President,
and Chief Executive Officer
Date: June 14, 2000 By: /s/ Clayton W. Miller
---------------------------------
Clayton W. Miller
Principal Accounting Officer
13