UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition period from to
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COMBANC, INC.
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(Exact name of registrant as specified in its charter)
Delaware 34-1853493
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
229 E. Second St., P. O. Box 429, Delphos, Ohio 45833
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(Address of principal executive offices) (Zip Code)
(419) 695-1055
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(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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the last practicable date: 2,221,014 shares of ComBanc's
common stock (no par value) were outstanding as of July 23, 2002.
Page 1 of 16
COMBANC, INC. AND SUBSIDIARY
June 30, 2002 FORM 10-Q
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Income 4
Condensed Consolidated Statements of Cash Flows 6
Notes to Condensed Consolidated Financial Statements 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 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
Exhibit 99.1 15
Exhibit 99.2 16
2
COMBANC, INC. AND SUBSIDIARY
DELPHOS, OHIO
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CONDENSED CONSOLIDATED BALANCE SHEETS
($ in thousands)
June 30, December 31,
ASSETS 2002 2001
------ --------- ------------
(unaudited)
Cash and Due from Banks $ 5,177 $ 6,712
Federal Funds Sold 19,805 9,677
--------- ---------
Cash and Cash Equivalents 24,982 16,389
Investment Securities -
Available for Sale 40,190 37,584
Loans Held for Resale 767 1,784
Loans 145,278 156,390
Allowance for Loan Losses (1,925) (1,815)
--------- ---------
Net Loans 143,353 154,575
Premises and Equipment 4,801 4,893
Other Assets 3,927 3,752
--------- ---------
Total Assets $ 218,020 $ 218,977
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest Bearing $ 14,570 $ 17,285
Interest Bearing 164,923 162,371
--------- ---------
Total Deposits 179,493 179,656
Other Liabilities 1,452 1,612
Short Term Borrowings 3,574 3,977
Long Term Debt 9,296 9,792
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Total Liabilities 193,815 195,037
--------- ---------
Commitments and Contingent Liabilities - -
Shareholders' Equity -
Common Stock - No Par Value
5,000,000 shares authorized, 2,376,000 issued
and 2,221,206 and 2,251,391 outstanding 1,237 1,237
Capital Surplus 1,513 1,513
Retained Earnings 23,212 22,859
Accumulated Other Comprehensive Income 801 416
Treasury Stock - 154,794 and 124,609 shares at cost (2,558) (2,085)
--------- ---------
Total Shareholders' Equity 24,205 23,940
--------- ---------
Total Liabilities and Shareholders' Equity $ 218,020 $ 218,977
========= =========
The accompanying notes are an integral part of the
condensed consolidated financial statements
3
COMBANC, INC. AND SUBSIDIARY
DELPHOS, OHIO
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
($ in thousands, except per share data)
Three Months Ended
June 30,
----------------------
(unaudited)
2002 2001
------- -------
Interest Income:
Interest and Fees on Loans $ 2,693 $ 3,628
Interest and Dividends on Investments -
Taxable 399 442
Tax-Exempt 167 144
Interest on Federal Funds Sold 83 112
------- -------
Total Interest Income 3,342 4,326
------- -------
Interest Expense:
Interest on Deposits 1,185 1,877
Interest on Short-Term Borrowings 9 74
Interest on Long-Term Debt 148 238
------- -------
Total Interest Expense 1,342 2,189
------- -------
Net Interest Income 2,000 2,137
Provision for Loan Losses 200 135
------- -------
Net Interest Income after Provision for Loan Losses 1,800 2,002
Other Income
Service Charges on Deposit Accounts 120 118
Other Operating Income 143 67
------- -------
Total Other Income 263 185
------- -------
Other Expenses:
Salaries and Employee Benefits 849 691
Net Occupancy 182 104
Other Operating Expenses 473 571
------- -------
Total Other Expenses 1,504 1,366
------- -------
Income - before Income Tax Expense 559 821
Income Tax Expense 141 238
------- -------
Net Income $ 418 $ 583
======= =======
Earnings Per Share $ 0.19 $ 0.26
Cash Dividends Per Share $ 0.12 $ 0.12
The accompanying notes are an integral part of the
condensed consolidated financial statements
4
COMBANC, INC. AND SUBSIDIARY
DELPHOS, OHIO
-----------
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
($ in thousands, except per share data)
For the Six Months Ended
June 30,
------------------------
(unaudited)
2002 2001
------- -------
Interest Income:
Interest and Fees on Loans $ 5,532 $ 7,304
Interest and Dividends on Investments -
Taxable 769 908
Tax-Exempt 330 276
Interest on Federal Funds Sold 141 148
Interest on Balances due from Depository Institutions - 1
------- -------
Total Interest Income 6,772 8,637
------- -------
Interest Expense:
Interest on Deposits 2,489 3,761
Interest on Short-Term Borrowings 31 245
Interest on Long-Term Debt 290 468
------- -------
Total Interest Expense 2,810 4,474
------- -------
Net Interest Income 3,962 4,163
Provision for Loan Losses 350 270
------- -------
Net Interest Income after Provision for Loan Losses 3,612 3,893
Other Income
Service Charges on Deposit Accounts 233 233
Other Operating Income 283 155
------- -------
Total Other Income 516 388
------- -------
Other Expenses:
Salaries and Employee Benefits 1,570 1,421
Net Occupancy 357 225
Other Operating Expenses 1,030 1,075
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Total Other Expenses 2,957 2,721
------- -------
Income - before Income Tax Expense 1,171 1,560
Income Tax Expense 280 438
------- -------
Net Income $ 891 $ 1,122
======= =======
Earnings Per Share $ 0.40 $ 0.49
Cash Dividends Per Share $ 0.24 $ 0.24
The accompanying notes are an integral part of the
condensed consolidated financial statements
5
COMBANC, INC. AND SUBSIDIARY
DELPHOS, OHIO
-----------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
For the Six Months
June 30,
------------------------
2002 2001
-------- ---------
(unaudited)
Cash Flows from Operating Activities:
Net Income $ 891 $ 1,122
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities -
Depreciation 206 105
Provision for Loan Loss 350 270
Federal Home Loan Bank stock Dividends (60) (55)
Investment Securities Amortization, Net 25 11
Net Change in Loans Held for Resale 1,017 -
Change in Other Assets and Other Liabilities (472) 231
-------- ---------
Net Cash Provided by Operating Activities 1,957 1,684
-------- ---------
Cash Flows from Investing Activities:
Purchases of Securities Available for Sale/FHLB Stock (8,600) (12,596)
Proceeds from Maturities of Securities
Available for Sale 6,550 13,674
Net Change in Loans 10,871 1,119
Purchases of Premises and Equipment (114) (1,414)
-------- ---------
Net Cash Provided in Investing Activities 8,707 783
-------- ---------
Cash Flows from Financing Activities:
Net change in Deposit Accounts (163) 1,858
Proceeds from Borrowing 522 4,425
Repayment of Federal Home Loan Bank Advances (1,420) (555)
Dividends Paid (537) (551)
Purchase of Stock (473) (369)
-------- ---------
Net Cash Provided/(Used) by Financing Activities (2,071) 4,808
-------- ---------
Net Change in Cash and Cash Equivalents 8,593 7,275
Cash and Cash Equivalents -
Beginning of Year 16,389 7,957
-------- ---------
End of Period $ 24,982 $ 15,232
======== =========
The accompanying notes are an integral part of the
condensed consolidated financial statements
6
COMBANC, INC. AND SUBSIDIARY
June 30, 2002 FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2002
Note 1, Basis of Presentation
Certain information and note disclosures normally included in the Company's
annual financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted. These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Form 10-K annual report for 2001 filed with the
Securities and Exchange Commission.
The significant accounting policies followed by ComBanc, Inc. (Company) and its
wholly-owned subsidiary, The Commercial Bank (Bank), for interim financial
reporting are consistent with the accounting policies followed for annual
financial reporting. All adjustments which are, in the opinion of management,
necessary for a fair presentation of the results for the periods reported,
consisting only of normal recurring adjustments, have been included in the
accompanying unaudited condensed consolidated financial statements. The results
of operations for the six months ended June 30, 2002, are not necessarily
indicative of those expected for the remainder of the year.
The Condensed Consolidated Balance Sheet at December 31, 2001 has been taken
from audited consolidated financial statements at that date.
Note 2, Earnings Per Share
Earnings per share on the income statement has been computed on the basis of
weighted-average number of shares of common stock outstanding. The
weighted-average shares outstanding for the six months ending June 30, 2002 and
June 30, 2001 were 2,237,490 and 2,294,765 respectively.
Note 3, Commitments to fund loans
Outstanding commitments to originate loans were $16,947,000 and $16,276,000 at
June 30, 2002 and December 31, 2001.
7
COMBANC, INC. AND SUBSIDIARY
June 30, 2002 FORM 10-Q
PART I - FINANCIAL INFORMATION
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
ENTITY STATUS
On April 13, 1998, The Commercial Bank became a wholly-owned subsidiary of the
newly formed ComBanc, Inc., a one-bank holding company. Since ComBanc's only
significant asset is the investment in The Commercial Bank, the following
discussion will focus on the operations of The Commercial Bank.
FINANCIAL CONDITION
Total assets decreased .44% from $218,977,000 at December 31, 2001 to
$218,020,000 at June 30, 2002.
Federal Funds sold increased $10,128,000 or 104.66% from December 31, 2001 to
$19,805,000 at June 30, 2002. The majority of this increase is the result of the
sale of $11,620,000 in real estate loans to the Federal Home Loan Mortgage
Corporation (FHLMC) and a $1,640,000 increase in short-term borrowings.
Total gross loans decreased 7.67% or $12,129,000 from December 31, 2001 to
$146,045,000 on June 30, 2002. Real estate loans decreased $8,609,000 or 7.26%
from year-end to June 30, 2002 due to an increased demand for lower interest
rate mortgage loans. As these loans were refinanced, the bank chose to sell
these mortgages, with servicing retained, to the Federal Home Loan Mortgage
Corporation in order to be able to offer competitive mortgage rates to
consumers. Installment loans decreased 11.82% or $1,835,000 from $15,519,000 at
December 31, 2001 primarily due to the desire to reduce indirect auto loans.
The Allowance for Loan Loss, at June 30, 2002, was 1.33% of total loans. This
increase of $110,000 from December 31, 2001 is due to a provision of $350,000
and a net charge-off of $240,000.
Total deposits decreased $163,000 or .01% from $179,656,000 on December 31, 2001
to $179,493,000 on June 30, 2002. Noninterest bearing deposits decreased
$2,715,000 from December 31, 2001 to June 30, 2002, while interest-bearing
deposits increased $2,552,000 during the period. Time deposit balances decreased
$4,904,000, while interest-bearing checking accounts increased $2,516,000, and
money market and savings accounts increased $4,921,000 during this period.
Short-term borrowings, which include Federal Home Loan Bank borrowings with
maturities of less than one year and repurchase agreements, decreased $403,000
from December 31, 2001 to June 30, 2002. Of the $403,000 decrease, Federal Home
Loan Bank borrowings decreased $925,000 while repurchase agreements increased
$522,000. Long-term debt or borrowings with a maturity of greater than one year
from the Federal Home Loan Bank decreased $496,000 or 5.07% since December 31,
2001 due to prepayments and pay downs on amortizing loans.
8
COMBANC, INC. AND SUBSIDIARY
June 30, 2002 FORM 10-Q
Total shareholders equity increased 1.11% or $265,000 to $24,205,000 from
December 31, 2001 to June 30, 2002. Included in the overall increase were an
increase in retained earnings of $891,000 less $537,000 in dividends and a
$385,000 increase in Net Unrealized Gains on available for sale securities.
Treasury Stock increased from $2,085,000 at December 31, 2001 to $2,558,000 at
June 30, 2002 as the result of the repurchase of an additional 30,185 shares of
common stock.
RESULTS OF OPERATIONS
Net interest income, the difference between interest earned on interest-earning
assets and interest expense incurred on interest-bearing liabilities, is the
most significant component of The Commercial Bank's earnings. Net interest
income is affected by changes in the volume and rates of interest-earning assets
and interest-bearing liabilities and the volume of interest-earning assets
funded with low cost deposits, noninterest-bearing deposits and shareholders'
equity. Net interest income decreased $201,000 for the six months ended June 30,
2002 from a year ago.
Total interest income decreased $1,865,000 to $6,772,000 from $8,637,000 for the
six months ended June 30, 2002 over June 30, 2001. Interest and fees on loans
decreased $1,772,000 or 24.26% over the same time last year. This decrease is
due to the increased volume of real estate loans sold to FHLMC on the secondary
market and the eleven interest rate cuts by the Federal Reserve in 2001. Taxable
investment income decreased $139,000 or 15.31% for the first six months of 2002
for a total of $769,000 compared to $908,000 for the first six months of 2001.
This decrease is due to U.S. Agency bonds with call features being called and
the proceeds being reinvested into lower interest rate Mortgage Backed
Securities and Municipal Bonds. Interest on Federal Funds sold decreased from
$148,000 for the first two quarters ended June 30, 2001 to $141,000 for the
first two quarters ended June 30, 2002. This decrease is also the result of the
eleven interest rate cuts by the Federal Reserve in 2001
Non-interest income increased $128,000 for the six months ending June 30, 2002
from June 30, 2001. The increase was due in part to a $13,000 increase in the
gain on the sale of real estate loans to the secondary market and an increase in
service fee income on secondary market real estate loans of $131,000.
Management increased the provision for loan losses in anticipation of increased
loan losses, which typically occur in a slower economy. The provision increased
$80,000 in 2002 to $350,000 from $270,000 at June 30, 2001, and increased by
$65,000 for the second quarter of 2002 over the second quarter of 2001.
Total interest expense decreased 37.19% or $1,664,000 from $4,474,000 for the
six months ended June 30, 2001 to $2,810,000 for the six months ended June 30,
2002. Interest on deposits decreased $1,272,000 or 33.82% over the first two
quarters of 2001 due to a decrease in certificate interest rates during 2001 as
well as a $9,342,000 decrease in the volume of certificates from a year ago.
Interest on short term borrowings decreased $214,000 and long term borrowings
decreased $178,000. The decrease in short term borrowings is due to the decrease
in interest rates on repurchase agreements and the payoff of an advance at the
Federal Home Loan Bank and the decrease in long term borrowings is due to the
decrease in interest rates and prepayment in full of an advance at the Federal
Home Loan Bank.
9
COMBANC, INC. AND SUBSIDIARY
June 30, 2002 FORM 10-Q
Non-interest expense increased 8.67% or $236,000 to $2,957,000 for the six
months ended June 30, 2002 compared to $2,721,000 in 2001. Salaries and benefits
increased $149,000 over the first two quarters of 2001. This increase is due to
an increase of $73,000 in group insurance costs and a $50,000 increase in
employee salaries for the first six months of 2002 over the first six months of
2001. Other operating expenses have increased $87,000 to $1,387,000 in June of
2002 from $1,300,000 in June of 2001. Included in this increase is an increase
of $132,000 in net occupancy expense, an increase of $31,000 in data processing
fees, and an increase of $10,000 in printing and office supplies.
FORWARD-LOOKING STATEMENTS
The Company has made, and may continue to make, various forward-looking
statements with respect to interest rate sensitivity analysis, credit quality
and other financial and business matters for 2002 and, in certain instances,
subsequent periods. The Company cautions that these forward-looking statements
are subject to numerous assumptions, risks and uncertainties, and that
statements for periods subsequent to 2002 are subject to greater uncertainty
because of the increased likelihood of changes in underlying factors and
assumptions. Actual results could differ materially from forward-looking
statements. In addition to those factors previously disclosed by the Company and
those factors identified elsewhere herein, the following factors could cause
actual results to differ materially from such forward looking statements:
Continued pricing pressures on loan and deposit products, actions of
competitors, changes in economic conditions, the extent and timing of actions of
the Federal Reserve, customer's acceptance of the Company's products and
services, the extent and timing of legislative and regulatory actions and
reforms, and changes in the interest rate environment that reduce interest
margins. The Company's forward-looking statements speak only as the date on
which such statements are made. By making any forward-looking statements, the
Company assumes no duty to update them to reflect new, changing or unanticipated
events or circumstances.
REGULATORY CAPITAL
The Federal Reserve Board's risk-based capital guidelines addressing the capital
adequacy of bank holding companies and banks (collectively, "banking
organizations") include a definition of capital and a framework for calculating
risk-weighted assets and off-balance sheet items to broad risk categories, as
well as minimum ratios to be maintained by banking organizations. A banking
organization's risk-based capital ratios are calculated by dividing its
qualifying capital by its risk-weighted assets.
Under the risk-based capital guidelines, there are two categories of capital:
core capital ("Tier 1") and supplemental capital ("Tier 2"), collectively
referred to as Total Capital. Tier 1 Capital includes common stockholders'
equity, qualifying perpetual preferred stock and minority interest in equity
accounts of consolidated subsidiaries. Tier 2 capital includes perpetual
preferred stock (to the extent ineligible for Tier 1), hybrid capital
instruments (i.e. perpetual debt and mandatory convertible securities) and
limited amounts of subordinated debt, intermediate-term preferred stock and the
allowance for credit losses.
10
COMBANC, INC. AND SUBSIDIARY
June 30, 2002 FORM 10-Q
The Federal Reserve Board's leverage constraint guidelines establish a minimum
ratio of Tier 1 Capital to quarterly average total assets ("Leverage Ratio").
The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
established five capital tiers for banks. Pursuant to that statute the federal
bank regulatory agencies have defined the five capital tiers for banks. Under
these regulations, a bank is defined to be well capitalized, the highest tier,
if it maintains a Tier 1 Capital ratio of at least 6 percent, a Total Capital
ratio of at least 10 percent and a Leverage Ratio of at least 5 percent. At
March 31, 2002 ComBanc, Inc. maintained a Tier I capital ratio of 16.50%, a
total capital ratio of 17.75% and a Tier I leverage ratio of 10.75%.
Based on the respective regulatory capital ratios at June 30, 2002, the Bank is
well capitalized, based on the definitions in the regulations issued by the
Federal Reserve Board and the other federal bank regulatory agencies setting
forth the general capital requirements mandated by FDICIA.
LIQUIDITY
The liquidity of a banking institution reflects its ability to provide funds to
meet loan requests, to accommodate possible outflows in deposits and to take
advantage of interest rate market opportunities. Funding of loan requests,
providing for liability outflows, and management of interest rate fluctuations
require continuous analysis in order to match the maturities of specific
categories of short-term loans and investments with specific types of deposits
and borrowings. Bank liquidity is thus normally considered in terms of the
nature and mix of the banking institution's sources and uses of funds. Liquid
assets consist of cash and due from banks, federal funds sold, and securities
available for sale. At June 30, 2002 the Bank's liquid assets amounted to
$65,172,000 or 29.89% of total assets compared with 24.65% at December 31, 2001.
Management considers its liquidity to be adequate to meet its normal funding
requirements.
11
COMBANC, INC. AND SUBSIDIARY
June 30, 2002 FORM 10-Q
Item 3 -- Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes in the Company's quantitative and
qualitative market risks since December 31, 2001. The following table compares
rate sensitive assets and liabilities as of June 30, 2002 to December 31, 2001.
Principal Amount Maturing or Repricing in:
(Dollars in Thousands)
First Years
Year 1 to 5 Thereafter Total
----- ------ ---------- -----
Comparison of 6/30/02 to 12/31/01
Total rate sensitive assets:
At December 31, 2001 $75,631 $70,440 $59,566 $205,637
At June 30, 2002 76,735 72,920 56,583 206,238
Increase (Decrease) 1,104 2,480 (2,983) 601
Total rate sensitive liabilities:
At December 31, 2001 $99,283 $54,330 $22,527 $176,140
At June 30, 2002 90,306 63,483 24,004 177,793
Increase (Decrease) (8,977) 9,153 1,477 1,653
12
COMBANC, INC. AND SUBSIDIARY
June 30, 2002 FORM 10-Q
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
The Commercial Bank, at any given time, is involved in a number of lawsuits
initiated by The Commercial Bank as a plaintiff, intending to collect upon
delinquent accounts, to foreclose upon real property, or to seize and sell
personal property pledged as security for any such account. Combanc, Inc. is
involved in no legal proceedings.
At June 30, 2002, The Commercial Bank was involved in a number of such cases as
a party-plaintiff, and occasionally, as a party-defendant due to its joinder as
a lien holder, either by mortgage or by judgment lien. In the ordinary case, The
Commercial Bank's security and value of its lien is not threatened, except
through bankruptcy or loss of value of the collateral should sale result in
insufficient proceeds to satisfy the judgment.
Management and the Board are not aware of any additional potential claims
against the Bank, which have not been disclosed herein.
Item 4 - Submission of Matters to a Vote of Security Holders
The annual meeting of stockholders of ComBanc, Inc. was held on April 15, 2002.
Based upon the report of the Inspector of Elections on the matters voted upon
at this meeting the number of Directors for the ensuing year was fixed at six
(6). The following were elected as Directors until the 2003 Annual Meeting of
Shareholders and until their successors are elected and qualified:
Director For Abstain
------------------ ---------- -------------
Mr. Gary A. DeWyer 1,689,012 46,917
Mr. Richard R. Thompson 1,679,932 55,997
Mr. Dwain I. Metzger 1,689,952 45,977
Mr. C. Stanley Strayer 1,690,052 45,877
Mr. Paul G. Wreede 1,644,296 91,633
Mr. Ronald R. Elwer 1,654,796 81,133
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibit 11. Statement regarding computation of earnings per
share is contained in Part I, Item 2.
Exhibit 99.1 Certification Pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.2 Certification Pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002.
(b) There were no reports on 8-K filed during the quarter ended
June 30, 2002.
13
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.
COMBANC, INC.
Date: August 12, 2002 /s/ Paul G. Wreede
----------------------------
Paul G. Wreede
President, CEO, and Director
Date: August, 12, 2002 /s/ Jason R. Thornell
----------------------------
Jason R. Thornell
Controller
14
Exhibit Index
Exhibit No. Description
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99.1 Certification of Chief Financial Officer
99.2 Certification of Chief Executive Officer