SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________
TO _____________________.
Commission file number: 0-25910
LOGANSPORT FINANCIAL CORP.
(Exact name of registrant specified in its charter)
Indiana 35-1945736
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
723 East Broadway
P.O. Box 569
Logansport, Indiana 46947
(Address of principal executive offices
including Zip Code)
(574) 722-3855
(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 report), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
The number of shares of the Registrant's common stock, without par value, as of
May 1, 2002 was 912,458.
-1-
Logansport Financial Corp.
Form 10-Q
Index
Page No.
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial
Condition as of March 31, 2002
and December 31, 2001 3
Consolidated Statements of Earnings
for the three months ended March 31,
2002 and 2001 4
Consolidated Statements of Shareholders'
Equity for the three months ended
March 31, 2002 and 2001 5
Consolidated Statements of Cash Flows
for the three months ended
March 31, 2002 and 2001 6
Notes to Consolidated Condensed Financial
Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
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LOGANSPORT FINANCIAL CORP.
Consolidated Statements of Financial Condition
(In thousands, except share data)
March 31, December 31,
ASSETS 2002 2001
Cash and due from banks $ 564 $ 1,081
Interest-bearing deposits in other financial institutions 8,892 7,735
------- -------
Cash and cash equivalents 9,456 8,816
Investment securities available for sale - at market 8,011 5,788
Mortgage-backed securities available for sale - at market 6,079 4,419
Loans receivable-net 110,895 111,696
Office premises and equipment - at depreciated cost 1,807 1,803
Real estate acquired through foreclosure - 65
Federal Home Loan Bank stock - at cost 1,973 1,973
Investment in real estate partnership 1,088 1,109
Accrued interest receivable on loans 473 445
Accrued interest receivable on mortgage-backed securities 34 28
Accrued interest receivable on investments 94 92
Prepaid expenses and other assets 63 88
Cash surrender value of life insurance 1,291 1,291
Deferred income tax asset 472 452
------- -------
Total assets $141,736 $138,065
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits $ 88,918 $ 83,900
Advances from the Federal Home Loan Bank 33,850 34,750
Notes payable 1,093 1,165
Accrued interest payable and other liabilities 832 819
Accrued income taxes 101 29
------- -------
Total liabilities 124,794 120,663
Shareholders' equity
Common stock 4,193 4,802
Retained earnings-restricted 12,608 12,408
Less shares acquired by stock benefit plan (61) (63)
Accumulated comprehensive income, unrealized gains on securities
designated as available for sale, net of related tax effects 202 255
------- -------
Total shareholders' equity 16,942 17,402
------- -------
Total liabilities and shareholders' equity $141,736 $138,065
======= =======
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LOGANSPORT FINANCIAL CORP.
Consolidated Statements of Earnings
(In thousands, except share data)
Three months ended
March 31,
2002 2001
Interest income
Loans $2,075 $2,148
Mortgage-backed securities 72 83
Investment securities 92 125
Interest-bearing deposits and other 63 145
----- -----
Total interest income 2,302 2,501
Interest expense
Deposits 772 1,000
Borrowings 475 529
----- -----
Total interest expense 1,247 1,529
----- -----
Net interest income 1,055 972
Provision for losses on loans 90 86
----- -----
Net interest income after provision for
losses on loans 965 886
Other income
Service charges on deposit accounts 55 61
Loss on equity investment (36) (61)
Other operating 32 52
----- -----
Total other income 51 52
General, administrative and other expense
Employee compensation and benefits 294 294
Occupancy and equipment 65 58
Federal deposit insurance premiums 4 4
Data processing 49 47
Other operating 163 132
----- -----
Total general, administrative and other expense 575 535
----- -----
Earnings before income taxes 441 403
Income tax expense 121 102
----- -----
NET EARNINGS $ 320 $ 301
===== =====
Other comprehensive income (loss), net of tax -
unrealized gains (losses) on securities (53) 137
----- -----
COMPREHENSIVE INCOME $ 267 $ 438
===== =====
EARNINGS PER SHARE
Basic (based on net earnings) $0.32 $0.28
==== ====
Diluted (based on net earnings) $0.31 $0.27
==== ====
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LOGANSPORT FINANCIAL CORP.
Consolidated Statements of Shareholders' Equity
(In thousands, except share data)
Three months ended
March 31,
2002 2001
Balance at January 1 $17,402 $17,013
Purchase of shares (679) -
Issuance of shares under stock option plan 70 -
Amortization of stock benefit plan 2 34
Cash dividends of $.12 per share in 2002 and 2001 (120) (130)
Unrealized gains (losses) on securities designated as
available for sale, net of related tax effects (53) 137
Net earnings 320 301
------ ------
Balance at March 31 $16,942 $17,355
====== ======
Accumulated other comprehensive income $ 202 $ 212
====== ======
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LOGANSPORT FINANCIAL CORP.
Consolidated Statements of Cash Flows
(In thousands)
Three months ended
March 31,
2002 2001
Cash flows from operating activities:
Net earnings for the period $ 320 $ 301
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization 27 29
Amortization of premiums on investments and
mortgage-backed securities 15 12
Amortization expense of stock benefit plan 2 34
Provision for losses on loans 90 86
Loss on equity investment 36 61
Increase (decrease) in cash, due to changes in:
Accrued interest receivable on loans (28) 42
Accrued interest receivable on mortgage-backed securities (6) 1
Accrued interest receivable on investments (2) (15)
Prepaid expenses and other assets 25 6
Accrued interest and other liabilities 13 50
Federal income taxes
Current 72 47
Deferred 8 9
----- ------
Net cash provided by operating activities 572 663
Cash flows provided by (used in) investing activities:
Purchase of investment securities (2,314) (253)
Maturities/calls of investment securities 30 1,025
Purchases of mortgage-backed securities (2,019) -
Principal repayments on mortgage-backed securities 324 262
Loan disbursements (8,287) (12,257)
Principal repayments on loans 8,998 10,577
Investment in real estate partnership (15) (18)
Proceeds from sale of real estate acquired through foreclosure 65 -
Purchases and additions to office premises and equipment (31) (17)
Increase in cash surrender value of life insurance policy - (10)
----- ------
Net cash used in investing activities (3,249) (691)
----- ------
Net cash used in operating and investing activities
(subtotal carried forward) (2,677) (28)
----- ------
-6-
LOGANSPORT FINANCIAL CORP.
Consolidated Statements of Cash Flows (Continued)
(In thousands)
Three months ended
March 31,
2002 2001
Net cash used in operating and investing activities
(subtotal brought forward) $(2,677) $ (28)
Cash provided by (used in) financing activities:
Net increase in deposit accounts 5,018 1,875
Proceeds from Federal Home Loan Bank advances 1,100 2,000
Repayment of Federal Home Loan Bank advances (2,000) (2,000)
Repayment of note payable (72) (72)
Proceeds from exercise of stock options 70 -
Purchase of shares (679) -
Dividends on common stock (120) (130)
------ ------
Net cash provided by financing activities 3,317 1,673
------ ------
Net increase in cash and cash equivalents 640 1,645
Cash and cash equivalents, beginning of period 8,816 9,210
------ ------
Cash and cash equivalents, end of period $ 9,456 $10,855
====== ======
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest on deposits and borrowings $ 1,234 $ 1,435
====== ======
Income taxes $ 60 $ 45
====== ======
Dividends payable at end of period $ 120 $ 130
====== ======
Supplemental disclosure of noncash financing activities:
Unrealized gains (losses) on securities designated as
available for sale, net of related tax effects $ (53) $ 137
====== ======
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Logansport Financial Corp.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
For the three month periods ended March 31, 2002 and 2001
NOTE A: Basis of Presentation
The unaudited interim consolidated condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do not
include all information and disclosures required by accounting principles
generally accepted in the United States of America for complete financial
statements. Accordingly, these financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Annual Report on Form 10-K for the year ended December 31, 2001.
In the opinion of management, the financial statements reflect all adjustments
(consisting of only normal recurring accruals) necessary to present fairly the
Logansport Financial Corp.'s (the "Company") financial position as of March 31,
2002, and its results of operations and cash flows for the three month periods
ended March 31, 2002 and 2001. The results of operations for the three month
periods ended March 31, 2002 are not necessarily indicative of the results which
may be expected for the entire year.
NOTE B: Principles of Consolidation
The unaudited interim consolidated condensed financial statements include the
accounts of Logansport Financial Corp. (the "Company") and its subsidiary,
Logansport Savings Bank, FSB, (the "Bank"). All significant intercompany items
have been eliminated.
NOTE C: Earnings Per Share and Dividends Per Share
Basic earnings per share is computed based upon the weighted-average shares
outstanding during the period. Diluted earnings per share is computed taking
into consideration common shares outstanding and dilutive potential common
shares issued under the Company's stock option plan. The computations are as
follows:
For the three months ended
March 31,
2002 2001
Weighted-average common shares
outstanding (basic) 1,013,176 1,083,510
Dilutive effect of assumed exercise
of stock options 34,712 13,408
--------- ---------
Weighted-average common shares
outstanding (diluted) 1,047,888 1,096,918
========= =========
Options to purchase 2,500 shares of common stock with a weighted-average
exercise price of $13.75 were outstanding at March 31, 2001, but were excluded
from the computation of common share equivalents because their exercise prices
were greater than the average market price of the common shares.
A cash dividend of $.12 per common share was declared on March 1, 2002, payable
on April 10, 2002, to stockholders of record as of March 15, 2002.
-8-
NOTE D: Recent Accounting Pronouncements
In June 2001 the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142 "Goodwill and
Intangible Assets," which prescribes accounting for all purchased goodwill and
intangible assets. Pursuant to SFAS No. 142, acquired goodwill is not amortized,
but is tested for impairment at the reporting unit level annually and whenever
an impairment indicator arises.
Management adopted SFAS No. 142 effective January 1, 2002, as required, without
material effect on the Company's financial position or results of operations.
-9-
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Forward Looking Statements
In addition to historical information contained herein, the following discussion
contains forward-looking statements that involve risks and uncertainties.
Economic circumstances, the Company's operations and the Company's actual
results could differ significantly from those discussed in the forward-looking
statements. Some of the factors that could cause or contribute to such
differences are discussed herein but also include changes in the economy and
interest rates in the nation and the Company's market area generally.
Some of the forward-looking statements included herein are the statements
regarding management's determination of the amount and adequacy of the allowance
for loan losses, management's assessment of the Company's interest rate risk and
the effect of recent accounting pronouncements.
Discussion of Financial Condition Changes from December 31, 2001 to March 31,
2002
The Company reported total assets of $141.7 million at March 31, 2002, an
increase of $3.7 million, or 2.7%, compared to December 31, 2001. This increase
was funded primarily by growth in deposits of $5.0 million, and undistributed
earnings of $200,000. Cash and cash equivalents increased by $640,000, from $8.8
million at December 31, 2001, to $9.5 million at March 31, 2002. Investment and
mortgage-backed securities totaled $14.1 million at March 31, 2002, an increase
of $3.9 million, or 38.0%, over December 31, 2001, as purchases of securities
totaling $4.3 million were partially offset by repayments and maturities of
$354,000.
Net loans decreased slightly, from $111.7 million at December 31, 2001 to $110.9
million at March 31, 2002. Loan originations amounted to $8.3 million for the
three months ended March 31, 2002, while principal repayments amounted to $9.0
million. Loan originations during 2002 were comprised primarily of loans secured
by nonresidential and commercial real estate, other commercial property and
commercial leases. The commercial and nonresidential loan portfolios totaled
$32.2 million at March 31, 2002, compared to $31.9 million at December 31, 2001.
Loans secured by one- to four-family residential real estate totaled $63.9
million at December 31, 2001 and $63.7 million at March 31, 2002.
Deposits totaled $88.9 million at March 31, 2002, an increase of $5.0 million,
or 6.0%, over the balance at December 31, 2001. Borrowings decreased by
$972,000, or 2.7%, over the three month period and at March 31, 2002, were
comprised of $33.9 million of FHLB advances and a $1.1 million note payable
related to an equity investment in low income housing. Proceeds from deposit
growth were generally used to fund the purchase of investments and
mortgage-backed securities.
Shareholders' equity totaled $16.9 million at March 31, 2002, a decrease of
$460,000, or 2.6%, from the $17.4 million total at December 31, 2001. The
decrease resulted from stock repurchases totaling $679,000, dividends paid of
$120,000 and a $53,000 decrease in the unrealized gains on securities available
for sale, which were partially offset by net earnings of $320,000 and proceeds
from exercise of stock options totaling $70,000.
-10-
Results of Operations
Comparison of the Three Months Ended March 31, 2002 and March 31, 2001
Net earnings for the three months ended March 31, 2002 totaled $320,000,
compared with $301,000 for the three months ended March 31, 2001, an increase of
$19,000, or 6.3%. Net interest income increased by $83,000, other income
decreased by $1,000 and general, administrative and other expense increased by
$40,000, while the provision for losses on loans increased by $4,000 and income
taxes increased by $19,000.
Interest income on loans decreased by $73,000, or 3.4%, for the three months
ended March 31, 2002, compared to the same quarter in 2001, due primarily to a
decrease in the balance of loans outstanding year to year and a decrease in the
yield on loans of 74 basis points, from 8.27% in the 2001 period to 7.53% in the
2002 period. Interest income on mortgage-backed securities, investments and
other interest-earning assets totaled $227,000 for the three months ended March
31, 2002, a $126,000, or 35.7%, decrease from the 2001 quarter. The decrease was
due primarily to a decrease in the average yield year to year. Interest expense
on deposits decreased by $228,000, or 22.8%, as the average costs of deposits
decreased by 146 basis points, from 4.95% at March 31, 2001 to 3.49% at March
31, 2002. Interest expense on borrowings decreased by $54,000, or 10.2%, due
primarily to a decrease in the average cost of borrowings year to year, from
5.63% at March 31, 2001 to 5.46% at March 31, 2002. The decreases in the level
of yields on interest-earning assets and the average cost of interest-bearing
liabilities were due primarily to the overall decrease in interest rates in the
economy during 2001.
As a result of the foregoing changes in interest income and interest expense,
net interest income increased by $83,000, or 8.5%, to $1.1 million for the three
months ended March 31, 2002, compared to the same quarter in 2001. The interest
rate spread was 3.32% in the 2002 period compared to 2.96% in the 2001 period.
The Company maintains a general allowance for loan losses that reflects an
estimate of inherent losses based upon the types and categories of outstanding
loans, as well as problem loans and current economic conditions in the Company's
market area. The provision for losses on loans totaled $90,000 for the three
months ended March 31, 2002, compared to $86,000 for the three months ended
March 31, 2001. The increase in the provision for losses on loans was primarily
attributable to the increasing percentage of commercial loans in the portfolio
and the increase in the level of nonperforming loans year to year. At March 31,
2002 and December 31, 2001, the allowance amounted to $1.2 million and $1.1
million, respectively, for a ratio to total loans of 1.07% at March 31, 2002 and
1.00% at December 31, 2001. Non-performing loans totaled $1.8 million and $1.9
million at March 31, 2002 and December 31, 2001, respectively. The ratio of the
allowance for loan losses to non-performing loans amounted to 64.8% at March 31,
2002 and 58.1% at December 31, 2001. Based on management's review of the loan
portfolio, the allowance for loan losses at March 31, 2002 is considered
adequate to cover potential losses inherent in the loan portfolio. However,
there can be no assurance that additions to the allowance will not be necessary
in future periods, which could adversely affect the Company's results of
operations.
Service charges on deposit accounts decreased by $6,000, or 9.8%. Other
operating income decreased by $20,000, or 38.5%, for the three month period
ended March 31, 2002, compared to the 2001 quarter, due primarily to a decrease
in the income on bank owned life insurance and a decline in insurance
commissions. The Company has transferred the Bank owned life insurance to a new
insurance company in order to obtain additional death benefits; however, it is
anticipated that no income will be earned on the policies for a period of two
years. A decrease in the pre-tax loss on the equity investment of $25,000
resulted in an overall decrease of $1,000 in the other income category.
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Comparison of the Three Months Ended March 31, 2002 and March 31, 2001
(continued)
Total general, administrative and other expense increased by $40,000, or 7.5%,
for the three-month period ended March 31, 2002, compared to the three month
period ended March 31, 2001. Employee compensation and benefits expense was
unchanged from the March 2001 period, however, the first quarter of 2001
included a $34,000 amortization cost related to the RRP Plan which was completed
in April 2001. Succeeding quarters in 2002 are expected to reflect increased
compensation cost year to year in the range of $40,000 per quarter. Other
operating expenses increased by $31,000, or 23.5%, compared to the quarter ended
March 31, 2001, due primarily to increases in advertising, professional fees and
Nasdaq filing fees, year to year.
The provision for income taxes totaled $121,000 for the three months ended March
31, 2002, an increase of $19,000, or 18.6%, over the same period in 2001. The
increase was due to a $38,000, or 9.4%, increase in pre-tax earnings. The
Company's effective tax rates for the three-month periods ended March 31, 2002
and 2001, were 27.4% and 25.3%, respectively. The effective tax rate remains low
due to the tax credits available from the Company's investment in a low income
housing partnership.
Capital Resources
Pursuant to Office of Thrift Supervision ("OTS") capital regulations, savings
associations must currently meet a 1.5% tangible capital requirement, a 4%
leverage ratio (or core capital) requirement, and total risk-based capital to
risk-weighted assets ratio of 8%. At March 31, 2002, the Bank's tangible and
leverage capital ratios were each 10.0%, and its risk-based capital to
risk-weighted assets ratio was 15.1%. Therefore, the Bank's capital
significantly exceeded all of the capital requirements currently in effect. The
following table provides the minimum regulatory capital requirements and the
Bank's capital ratios as of March 31, 2002.
Capital Standard Required Bank's Excess
- ---------------- -------- ------ ------
(In thousands)
Tangible (1.5%) $2,122 $14,206 $12,084
Core (4.0%) 5,659 14,206 8,547
Risk-based (8.0%) 8,188 15,403 7,215
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Bank, like other financial institutions, is subject to interest rate risk to
the degree that its interest-bearing liabilities, primarily deposits with short
and medium-term maturities, mature or reprice at different rates than its
interest-earning assets. Management of the Bank believes it is critical to
manage the relationship between interest rates and the effect on the Bank's net
portfolio value ("NPV"). Generally, NPV is the discounted present value of the
difference between incoming cash flows on interest-earning and other assets and
outgoing cash flows on interest-bearing liabilities. Management of the Bank's
assets and liabilities is done within the context of the marketplace, regulatory
limitations and within limits established by the Board of Directors on the
amount of change in NPV which is acceptable given certain interest rate changes.
The OTS issued a regulation, effective January 1, 1994, which uses a net market
value methodology to measure the interest rate risk exposure of thrift
institutions. Under OTS regulations, an institution's "normal" level of interest
rate risk, in the event of an assumed change in interest rates, is a decrease in
the institution's NPV in an amount not exceeding 2% of the present value of its
assets. Thrift institutions with over $300 million in assets or less than a 12%
risk-based capital ratio are required to file OTS Schedule CMR. Data from
schedule CMR is used by the OTS to calculate changes in NPV (and the related
"normal" level of interest rate risk based upon certain interest rate changes
(discussed below). Institutions which do not meet either of the filing
requirements are not required to file OTS Schedule CMR, but may do so
voluntarily. The Bank does not currently meet either of these requirements, but
it does voluntarily file Schedule CMR. Presented below, as of December 31, 2001,
the latest available date, is an analysis performed by the OTS of the Bank's
interest rate risk as measured by changes in NPV for instantaneous and sustained
parallel shifts in the yield curve, in 100 basis point increments, up and down
300 basis points and in accordance with OTS regulations. As illustrated in the
table, the Bank's NPV is more sensitive to rising rates than declining rates.
This occurs principally because, as rates rise, the market value of the Bank's
investments, adjustable-rate mortgage loans (many of which have maximum per year
adjustments of 1%), fixed-rate loans and mortgage-backed securities declines due
to the rate increase. The value of the Bank's deposits and borrowings change in
approximately the same proportion in rising and falling rate scenarios.
Change Net Portfolio Value NPV as % of PV of Assets
In Rates $ Amount $ Change % Change NPV Ratio Change
(Dollars in thousands)
+300bp $14,781 $-3,942 -21% 10.86% -220bp
+200bp 16,290 -2,433 -13 11.76 -130bp
+100bp 17,638 -1,085 -6 12.51 -55bp
- 18,723 13.06
- -100bp 18,991 268 +1 13.07 +1bp
- -200bp - 0 0 0 0bp
- -300bp - 0 0 0 0bp
-13-
Interest Rate Risk Measures: 200 Basis Point (bp) Rate Shock
Pre-shock NPV Ratio: NPV as % of PV of Assets 13.06%
Exposure Measure: Post-Shock NPV Ratio 11.76%
Sensitivity Measure: Change in NPV Ratio 130 bp
As with any method of measuring interest rate risk, certain shortcomings are
inherent in the method of analysis presented in the foregoing table. For
example, although certain assets and liabilities may have similar maturities or
periods to repricing, they may react in different degrees to changes in market
interest rates. Also, the interest rates on certain types of assets and
liabilities may fluctuate in advance of changes in market interest rates, while
interest rates on other types may lag behind changes in market rates.
Additionally, certain assets, such as adjustable-rate loans, have features which
restrict changes in interest rates on a short-term basis and over the life of
the asset. Further, in the event of a change in interest rates, expected rates
of prepayments on loans and early withdrawals from certificates could likely
deviate significantly from those assumed in calculating the table.
-14-
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
Neither the Bank nor the Company were, during the three-month period ended March
31, 2002, or are as of the date hereof, involved in any legal proceeding of a
material nature. From time to time, the Bank is a party to legal proceedings
wherein it enforces its security interests in connection with its mortgage and
other loans.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
The following exhibits are attached to this report on Form 10-Q:
3.1 The Articles of Incorporation of the Registrant are
incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-1 (Registration
No. 33-89788).
3.2 The Code of By-Laws of the Registrant is incorporated
by reference to Exhibit 3.2 to the Form 10-Q for the
period ended March 31, 1997, filed with the
Commission on August 13, 1997.
(b) Reports on Form 8-K.
The Registrant filed one report on Form 8-K during the quarter.
-15-
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on behalf of the
undersigned thereto duly authorized.
Logansport Financial Corp.
Date: May 14, 2002 By: /s/ David G. Wihebrink
--------------------------- --------------------------------
David G. Wihebrink, President and
Chief Executive Officer
Date: May 14, 2002 By: /s/ Dottye Robeson
--------------------------- --------------------------------
Dottye Robeson, Secretary and
Treasurer
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