SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the Quarterly
Period Ended December 31, 2000
[ ] 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 0-20986
EVTC, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 22-3005943
--------------------------------- --------------------------------
(State or other Jurisdiction (I.R.S. Employer
of incorporation or Organization) Identification No.)
3125 Bolt Street
Fort Worth, Texas 76110
--------------------------------- --------------------------------
(Address of Principal Executive (Zip Code)
Offices)
(817)759-8900
---------------------------------------
(Issuer's Telephone Number, Including
Area Code)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or 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. [X] Yes [ ] No
The number of shares outstanding 7,444,283 February 5, 2001.
PAGE 1 OF 14 PAGES.
THERE ARE NO EXHIBITS.
EVTC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, SEPTEMBER 30,
------------------------------
ASSETS (UNAUDITED)
2000 2000
------------------------------
Current Assets:
Cash and cash equivalents ................ $ 222,000 $ 262,644
Marketable securities .................... 33,992 33,992
Accounts receivable, net ................. 5,788,494 7,085,873
Deferred income taxes .................... 723,708 300,000
Inventories .............................. 8,071,970 7,813,674
Other current assets ..................... 773,233 588,608
Assets of discontinued operations ........ 324,247 394,523
------------------------------
Total current assets ................. 15,937,644 16,479,314
Property and equipment, net .............. 5,247,626 5,013,941
Goodwill, net ............................ 2,449,555 2,597,573
Investments and other assets ............. 899,660 810,879
------------------------------
Total assets ......................... $ 24,534,485 $ 24,901,707
==============================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long term debt ........ $ 8,326,656 $ 8,679,977
Accounts payable ......................... 3,584,588 2,603,059
Liabilities of discontinued
operations ............................... 331,156 353,331
Accrued liabilities ...................... 2,139,387 2,290,055
------------------------------
Total current liabilities ............ 14,381,787 13,926,422
Long term debt ............................. 1,566,853 1,563,596
------------------------------
Total Liabilities .................... 15,948,640 15,490,018
Stockholders' Equity
Common stock ............................. 74,443 74,443
Paid-in-capital .......................... 15,435,375 15,435,375
Accumulated other comprehensive
income ................................... 33,992 33,992
Accumulated deficit ...................... (6,957,965) (6,132,121)
------------------------------
Total stockholders' equity ........... 8,585,845 9,411,689
------------------------------
Total liabilities and
stockholders' equity ............... $ 24,534,485 $ 24,901,707
==============================
See Accompanying Notes to Consolidated Financial Statements (unaudited)
2
EVTC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED DECEMBER 31,
----------------------------
2000 1999
----------------------------
Net sales .................................... $ 6,258,213 $ 4,774,939
Cost of sales ................................ 4,660,445 3,641,774
----------------------------
Gross profit ................................. 1,597,768 1,133,165
Selling, general and
administrative expenses ................... 2,598,249 1,594,451
----------------------------
Operating loss .......................... (1,000,481) (461,286)
Interest expense ............................. 251,656 221,434
Other (income) expense, net .................. (2,585) 13,429
----------------------------
Loss from continuing
operations before income taxes .......... (1,249,552) (696,149)
Income tax benefit ........................... (423,708) (236,691)
----------------------------
Loss from continuing
operations .............................. (825,844) (459,458)
Discontinued operations:
Loss from discontinued operations,
net of income taxes ..................... -- --
Estimated loss on disposal of discontinued
operations, net of income taxes ......... -- --
----------------------------
Net income (loss) ............................ $ (822,844) $ (459,458)
============================
Income (loss) per share Basic:
Continuing operations ....................... $ (0.11) $ (0.08)
Discontinued operations ..................... 0.00 0.00
----------------------------
(0.11) (0.08)
Diluted:
Continuing operations ....................... $ (0.11) $ (0.08)
Discontinued operations ..................... 0.00 0.00
----------------------------
(0.11) (0.08)
See Accompanying Notes to Consolidated Financial Statements (unaudited)
3
EVTC,INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED DECEMBER 31,
2000 1999
-------------------------------
Cash Flows From Operating Activities:
Net Loss ................................ $ (825,844) $ (459,458)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization ..... 366,179 150,455
Provision for bad debts ........... 2,355 (40,120)
Changes in assets & liabilities:
Accounts receivable ............... 1,295,024 3,216,893
Deferred Income Taxes ............. (423,708) (236,691)
Income taxes receivable ........... -0- 58,108
Inventory ......................... (258,296) (3,332,510)
Other assets ...................... (184,625) 14,135
Accounts payable and accrued
liabilities ..................... 830,861 1,309,371
-------------------------------
Net cash provided by
continuing operations ................... 801,946 680,183
Net cash provided by
discontinued operations ................. 48,101 80,273
-------------------------------
Net cash provided by operating
activities .............................. 850,047 760,456
Cash Flows From Investing Activities:
Capital expenditures .................... (451,846) (56,197)
Change in other assets .................. (88,781) 39,396
Advances to Affiliate-PreAcquisition .... -0- (250,000)
-------------------------------
Net cash used in investing activities ..... (540,627) (266,801)
Cash Flows From Financing Activities:
Payments on notes payable to bank ....... (105,707) (3,174,332)
Net repayments on revolving
credit facility .................... (184,713) (2,000,000)
Payments of other debt .................. (59,644) -0-
Collection of subscription receivable ... -0- 594,600
Proceeds from sale of common stock
and options exercised ................... -0- 21,854
-------------------------------
Net cash used in financing
activities .............................. (350,064) (2,557,878)
-------------------------------
Net decrease in cash and
cash equivalents ........................ (40,644) (2,064,223)
-------------------------------
Cash and cash equivalents - Beginning
of period ............................... 262,644 2,159,434
-------------------------------
Cash and cash equivalents - End of
period .................................. $ 222,000 $ 95,211
===============================
See Accompanying Notes to Consolidated Financial Statements (unaudited)
4
EVTC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
EVTC, Inc. ("EVTC" or the "Company") was incorporated under the name
"Environmental Technologies, Corporation" under the laws of Delaware. In 1997,
the Company changed its corporate name to "EVTC, Inc." but continues to trade
and do business as "Environmental Technologies Corporation." EVTC, through its
wholly owned subsidiaries, engages in the marketing and sale of refrigerants,
refrigerant reclaiming services and recycling of fluorescent light ballasts and
lamps. The Company also manufactured and distributed refrigerant recycling and
recovery equipment prior to the discontinuation of such operations in July 1998
and the Company marketed business to consumer services via the Internet until
its discontinuation in December 2000.
The consolidated financial statements include the financial statements of
EVTC and all of its wholly owned subsidiaries. All significant intercompany
balances and transactions have been eliminated upon consolidation.
The unaudited consolidated financial statements should be read in
conjunction with the more detailed audited financial statements for the year
ended September 30, 2000, included in the Company's Annual Report on Form 10-K
as filed with the Securities and Exchange Commission ("SEC") on December 29,
2000. Accounting policies used in the preparation of these consolidated
financial statements are consistent in all material respects with the accounting
policies described in the Notes to Consolidated Financial Statements included in
the Company's Form 10-K.
The results of operations for the three months ended December 31, 2000 are
not necessarily indicative of the results to be expected for the fiscal year
ending September 30, 2001.
NOTE 2. RECENT PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities", which
established accounting and reporting standards for derivative instruments and
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the balance sheet and measure those instruments
at fair value. Implementation of this standard was delayed by the FASB for a 12-
month period through the issuance of SFAS No 137 "Accounting for Derivative
Instruments and Hedging Activities - deferral of the effective date of FASB
Statement No 133". In addition, SFAS 133 was amended by SFAS 138, "Accounting
for Certain Derivative Instruments and Certain Hedging Activity." The Company
adopted SFAS 133, as amended, as required for its first quarterly filing of
fiscal year 2001. SFAS 133, as amended, did not have a material effect on the
operations of the Company.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue recognition in Financial
Statements." SAB 101 outlines the basic criteria that must be met to recognize
revenue and provides guidance for disclosure related to revenue recognition
policies. In June 2000, the SEC issued SAB101B that delayed the implementation
date of SAB 101 until the quarter ended December 31, 2000 with retroactive
application to the beginning of our fiscal year. The adoption of SAB 101 did not
have a material impact on its financial position of results of operations.
In March 2000, the FASB issued Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation - an Interpretation of APB No.
25" ("FIN 44"). FIN 44 clarified the application of Opinion No. 25 for certain
issues including: (a) the definition of employee for purposes of applying
Opinion No. 25, (b) the criteria for determining whether a plan qualifies as a
non-compensatory plan, (c) the accounting for consequences of various
modifications to the terms of a previously fixed stock option or various
modifications to the terms of a previously fixed stock option or award, and (d)
the accounting for an exchange of stock compensation awards in a business
combination. In general, FIN 44 is effective July 1, 2000. The adoption of FIN
44 did not have a material impact on its financial position or results of
operations.
5
EVTC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3. EARNINGS PER SHARE
Basic earnings per common share are computed using the weighted average number
of common shares outstanding during the period. Diluted earnings per share is
computed using the combination of dilutive common share equivalents and the
weighted average number of common shares outstanding during the period except
where their effect is anti dilutive. The average number of common shares
outstanding for the three-month period ending December 31, 2000 and 1999 was
7,435,283 and 5,797,010, respectively. The effect of dilutive options and
warrants is immaterial.
NOTE 4. INCOME TAXES
Income taxes are accounted in accordance with Statement of Financial Accounting
Standards No. 109 - Accounting for Income Taxes ("SFAS 109"). In accordance with
SFAS 109, the Company uses the asset and liability method to account for income
taxes. Deferred tax assets and liabilities are recognized for the future tax
consequences attributed to differences between the carrying amounts of existing
assets and liabilities and their respective tax basis and operating loss and tax
credit carryforwards. Deferred tax assets and liabilities are measured using the
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect
of a change in tax rates to the deferred tax asset or liability is recognized in
either income or expense in the period that includes the enactment date.
At September 30, 2000, the Company recorded a deferred tax asset of
approximately $3.0 million. This asset consisted mainly of reserves related to
bad debts and inventory reported differently for financial reporting purposes,
as well as net operating loss carryforwards ("NOL's"). Operating losses
sustained in the first three months of fiscal year 2001 resulted in a increase
in the company's deferred tax asset to $0.7 million as of December 31, 2000. Due
to the valuation placed on such assets, they are reflected on our balance sheet
at $0.7 million and $0.3 million on the Company's December 31, 2000 and
September 30, 2000 consolidated balance sheets, respectively. The Company has
available at December 31, 2000, NOL's, for federal income tax purposes, of $7.6
million which are available to offset future federal taxable income, if any,
through 2020.
As a result of the NOL's as discussed above, the Company did not pay cash for
income taxes during either the first three months of fiscal 2001 or the
corresponding period in the prior year.
NOTE 5. INVENTORIES
Inventories are stated at the lower of cost or market and are comprised of the
following:
DECEMBER 31, 2000 SEPT. 30, 2000
----------------- --------------
Raw Materials $3,133,351 $3,264,126
Finished Goods 4,938,619 4,549,548
---------- ----------
$8,071,970 $7,813,674
========== ==========
6
EVTC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6. DISCONTINUED OPERATIONS
RECYCLING AND RECOVERY EQUIPMENT SEGMENT
During July of 1998, the Company's board of directors adopted a plan to
discontinue its Recycling and Recovery Equipment business segment. The Company
initiated a liquidation program to sell all assets of the segment. Management
intended for the disposal of the segment to be completed by June 30, 1999 (the
Phase-Out Period). However, during fiscal 1999 and, again in fiscal year 2000,
those estimates were revised to September 30, 2000.
E-SOLUTIONS MARKETING, INC. SEGMENT
On December 14, 2000, the company's Board of Directors adopted a plan to
discontinue the operations of e solutions Marketing, Inc., which was acquired in
March 2000. This segment directly marketed business to consumer services via the
Internet. The Company has initiated a plan to liquidate the tangible assets of
this segment as it seeks a strategic alternative for the business concept.
Management intends to complete the disposal of the segment within ninety days
from the adoption of the liquidation plan.
For financial statement purposes, the Company accounted for the above segments
as discontinued operations in the fiscal year 2001 and 2000 statements of
operations. Furthermore, the assets and liabilities of the discontinued
operations discussed above have been segregated as of the December 31, 2000 and
September 30, 2000 balance sheet.
NOTE 7. SUPPLEMENTAL CASH FLOW INFORMATION
The following table reflects the supplemental cash flow information for the
three-month period ending:
DECEMBER 31, 2000 DECEMBER 31, 1999
----------------- -----------------
Supplemental disclosures of cash
Flow information:
Cash paid during the period for:
Interest $251,656 $221,434
======== ========
Income taxes -- --
======== ========
NOTE 8. SEGMENT INFORMATION
The Company has two reportable operating segments: refrigerant and ballast
recycling. The refrigerant segment engages in the marketing and sales of
refrigerant and refrigerant related services as well as performing refrigerant
reclaiming services. The ballast recycling segment engages in the recycling and
disposal of fluorescent light ballasts and the brokering of fluorescent lamps
for their ultimate disposal. Amounts under the Corporate caption are not
directly attributable to a segment or items not allocated to the operating
segment in evaluating their performance. There have been no intersegment sales
for the three months ended December 31, 2000, and 1999, respectively.
7
The Company's reportable segment information for three months ended December 31,
2000 and December 31, 1999 is reported as follows:
REFRIGERANT
PRODUCT BALLAST CORPORATE CONSOLIDATED
----------- ------- --------- ------------
THREE MONTHS ENDED DECEMBER 31, 2000:
Revenue from external customers ..... $ 5,362,581 $ 895,632 $ -- $ 6,258,213
Segment Income/(Loss) before
Income Taxes ...................... (1,050,028) 7,734 (207,256) (1,249,552)
THREE MONTHS ENDED DECEMBER 31, 1999:
Revenue from external customers ..... 3,932,860 842,079 -- 4,774,939
Segment Income/(loss) before
Income taxes ...................... (394,381) 36,854 (338,622) (696,149)
NOTE 9. SUBSEQUENT EVENTS
On January 31, 2001, EVTC announced that they had entered into an agreement to
acquire privately held Clean Air Refrigerant Recovery & Reclamation, Inc.
("Clean Air"). Clean Air is a regional refrigerant reclamation and recovery
provider, headquartered in Norcross, Atlanta.
8
EVTC, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
QUARTERLY FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT PER SHARE DATA -
UNAUDITED)
DECEMBER 31, 2000 DECEMBER 31, 1999
----------------- -----------------
Revenue .................................. $ 6,258 $ 4,775
Gross Profit ............................. 1,598 1,133
Net loss ................................. (826) (459)
Basic loss per share ..................... (.11) (.08)
Diluted loss per share ................... (.11) (.08)
Common stock price per share
High ................................... 3.59 6.72
Low .................................... .44 1.03
RESULTS OF OPERATIONS
Management's discussion and analysis of the consolidated results of operations
and financial condition should be read in conjunction with the Consolidated
Financials and the related Notes.
The Company has two reportable operating segments: refrigerant and ballast
recycling. The refrigerant segment engages in the marketing and sales of
refrigerant and refrigerant related services as well as performing refrigerant
recovery and reclamation services. The ballast recycling segment engages in the
recycling and disposal of fluorescent light ballasts and the brokering of
fluorescent lamps for their ultimate disposal.
REVENUE
Revenue increased $1.5 million or 31.1% to $6.3 million for the three month
period ended December 31, 2000, compared to the same period during the prior
fiscal year.
Of the $1.5 million increase in revenue, $0.7 million occurred as a direct
result of the inclusion of the operations of Refrigerant Management Services,
Inc. ("RMS") which the company acquired during May 2000. The remaining increase
occurred as a result of an increase in sales through the Company's automotive
refrigerant division combined with a marginal increase in revenue generated from
the Company's ballast division.
GROSS MARGIN
Total gross margin increased by $0.5 million to $1.6 million during the first
quarter of 2001, an increase of 41.0% compared to gross margin generated in the
first quarter of fiscal 2000.
Total gross margin as a percentage of sales increased to 25.5% during the first
quarter of fiscal year 2001, compared to 23.7% during the corresponding period
of fiscal year 2000.
9
EVTC, INC. AND SUBSIDIARIES
Of the $0.5 million increase in gross margin, approximately $0.4 million
resulted from incremental gross margin generated from the acquisition of RMS,
the closing of which became effective on May 5, 2000. The acquisition of RMS
provides an additional channel of distribution of refrigerant and reclaiming
services into the HVAC industry. Because the RMS business model provides value
added services and complete reclaiming and recovery solutions to its customer
base, it realized significantly higher margins than our traditional core
refrigerant sales, which in turn mitigates, to a certain extent, some of the
Company's exposure to volatile refrigerant pricing conditions. The remaining
increase $0.1 million in gross margin resulted from increases in sales over the
prior period through the Company's traditional channels of distribution.
Gross margin resulting from the processing of lamp ballasts during the first
quarter of fiscal year 2001 was unchanged from $0.3 million from the first
quarter of fiscal 2000. The gross margin as a percent of sales decreased to
35.5% in the three-month period ended December 31, 2000 from 39.0% for the three
months ended December 31, 1999, primarily because the Company continues to shift
its product mix away from PCB ballasts toward the processing of fluorescent
lamps and non PCB lamp ballasts both of which, despite having a longer life
cycle than PCB ballasts, generate lower margins.
SELLING, GENERAL & ADMINISTRATIVE
Selling, general and administrative ("SG&A") expenses for the first quarter of
fiscal year 2001 increased 63% to $2.6 million from $1.6 million of SG&A
expenses incurred during the first quarter of fiscal 2000. Of the $1.0 million
increase in the first quarter SG&A expenses, $0.9 million occurred as a direct
result of incremental increased expenses occurred directly related to the
inclusion of Liberty and RMS in our operations. The Company incurred an
additional $0.1 million in SG&A expenses when it consolidated its operations
upon moving to its new facility in Fort Worth, Texas.
INTEREST EXPENSE
Our interest expense incurred during the first quarter of fiscal year 2001 was
approximately $252,000, an increase of approximately $30,000 or 13.5% from the
first quarter of fiscal year 2000. The increase in interest expense occurred
primarily as a result of the increase in variable interest rates for the quarter
ending December 31, 2000 compared to the same period during the prior year.
INCOME TAX
Our effective income tax rate for the first quarter of fiscal year 2001 was 34%.
Based on estimates of recoverability of deferred tax assets, the Company
recorded a tax benefit of $423,708 for the operating loss for the three-month
period ended December 31, 2000. The Company recorded a tax benefit of $236,691
for the operating loss for the three months ended December 31, 1999. (See Note 5
- Income Taxes in Notes to the Consolidated Financial Statements)
We expect our effective tax rate to remain at approximately 34% for the
remainder of fiscal year 2001. The expected tax rate excluded the impact of
potential mergers and acquisitions. Any tax effects resulting from potential
mergers would be accounted for in the interim quarter in which the transactions
occur. Furthermore, the Company has significant NOL's, which have a significant
value, and have not been contemplated in the effective tax rate. Our expected
rate is based on current tax law and current estimates of earnings, and is
subject to change.
10
LIQUIDITY AND CAPITAL RESOURCES
The Company is able to fund its normal working capital requirements mainly
through operations or, when necessary, through its utilization of its existing
credit facilities.
EVTC's cash and cash equivalents decreased by approximately $40,000 to $0.2
million at December 31, 2000. The decrease occurred primarily as a result of
cash used in investing and financing activities of $0.8 million, offset by cash
provided by operating activities of $0.8 million.
Net cash provided by continuing operations of $0.8 million was comprised of $0.5
million provided by working capital and other activities and by net income
adjustments for non-cash items of $0.3 million. Net cash provided by working
capital and other activities resulted primarily from a decrease in receivables
and an increase in accounts payable. Accounts receivable were $5.8 million and
$7.1 million at December 31, 2000 and September 30, 2000, respectively. The
payable balances were $3.6 million and $2.6 million at December 31, 2000 and
September 30, 2000, respectively.
Net cash used in investing activities during the three months ended December 31,
2000 was approximately $0.5 million. Of the $0.5 million, approximately $0.2
million were capital improvements to the Company's new facility in Fort Worth,
Texas and the remaining $0.3 million related to new onsite service vehicles.
Net cash used in financing activities during the three months ended December 31,
2000 was approximately $0.3 million, representing repayments on various notes
payable and the revolving line of credit.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The principal market risks (i.e., the risk of loss arising from adverse changes
in market rates and prices) to which the Company is exposed are interest rates
on the Company's debt and short-term investment portfolios. The Company
centrally manages its debt and short-term investment portfolios considering
investment opportunities and risks, tax consequences and overall financing
strategies. The Company's investment portfolios consist of cash equivalents and
short-term marketable securities; accordingly, the carrying amounts approximate
market value. The Company's investments are not material to the financial
position or performance of the Company.
Assuming the current variable rate debt and investment levels, a one-point
change in interest rates would impact interest expense by approximately $99,000.
11
EVTC, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Change in Securities
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Securities
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
On October 10, 2000, Environmental Technologies, Corp. (EVTC) and Mercury
Waste Solutions, Inc. (MWSI) jointly announced that it terminated a letter of
intent regarding the purchase of a controlling interest in MWSI. In July 2000,
EVTC and MWSI had agreed that EVTC would purchase a controlling interest in MWSI
through a friendly tender offer to acquire up to a maximum of 70% of MWSI's
outstanding shares. The letter of intent was terminated primarily due to EVTC's
inability to raise the required capital following the dramatic drop in the per
share price of its common stock and other disagreements on the terms of the
tender offer.
There are no exhibits.
12
EVTC, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EVTC, Inc.
Date: February 8, 2001 By: /s/ George Cannan
Chief Executive Officer
/s/ David A. Keener
President
/s/ Timothy J. Hinkhouse
Chief Financial Officer
13