-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lpqfn6KMhSt7Fe5BAQqmJQoEVDIhKiUuUlhEZwMW0Ua4/21qaw+iHt1Ij/SH/bRv ROLnaGsEhulUmmeptb/A0Q== 0000950136-01-501844.txt : 20020410 0000950136-01-501844.hdr.sgml : 20020410 ACCESSION NUMBER: 0000950136-01-501844 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMPIRE RESOURCES INC /NEW/ CENTRAL INDEX KEY: 0001019272 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 223136782 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12127 FILM NUMBER: 1789003 BUSINESS ADDRESS: STREET 1: ONE PARKER PLAZA CITY: FORT LEE STATE: NJ ZIP: 07024 BUSINESS PHONE: 201-944-22 MAIL ADDRESS: STREET 1: ONE PARKER PLAZA CITY: FORT LEE STATE: NJ ZIP: 07024 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED TECHNOLOGY USA INC DATE OF NAME CHANGE: 19960720 10-Q 1 file001.txt QUARTERLY REPORT U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [x] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2001 [ ] Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from ---- to ---- Commission file number 001-12127 EMPIRE RESOURCES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 22-3136782 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) One Parker Plaza Fort Lee, NJ 07024 (Address of Principal Executive Offices) 201 944-2200 (Registrant's Telephone Number, Including Area Code) Check whether the Registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 10,683,451 shares of common stock outstanding as of November 1, 2001. EMPIRE RESOURCES, INC. FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2001 INDEX
PART I FINANCIAL INFORMATION Item 1 Financial Statements Page Condensed Consolidated Balance Sheets as of September 30, 2001 (unaudited) and December 31, 2000........4 Condensed Consolidated Statements of Income for the Three Months and Nine Months Ended September 30, 2001 and 2000 (unaudited).................................................................5 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2001 and 2000 (unaudited)....................................................................................6 Notes to Condensed Consolidated Financial Statements (unaudited)........................................7 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations...............................................................................9 Item 3 Quantitative and Qualitative Disclosure of Market Risk.................................................13 PART II OTHER INFORMATION......................................................................................13 Signatures.............................................................................................13
2 EMPIRE RESOURCES, INC. Introduction ------------ The condensed consolidated interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission with respect to Form 10-Q. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. In the opinion of management, such financial statements reflect all adjustments necessary for a fair presentation of the results for the interim periods presented and to make such financial statements not misleading. The results of operations of the Company for the three months and nine months ended September 30, 2001 are not necessarily indicative of the results to be expected for the full year. It is suggested that these interim financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Form 10-KSB for the year ended December 31, 2000. 3 EMPIRE RESOURCES, INC. Condensed Consolidated Balance Sheets
September 30, December 31, 2001 2000 ---- ---- ASSETS (Unaudited) Current assets: Cash $ 2,262,259 $ 1,207,926 Trade accounts receivable (less allowance for doubtful accounts of $202,788 at September 30, 2001 and December 31, 2000) 25,651,044 37,405,445 Inventories 17,581,223 28,921,678 Due from stockholders 285,760 Other current assets 1,059,845 1,133,905 ------------ ------------ Total current assets 46,554,371 68,954,714 Furniture and equipment (less accumulated depreciation of $301,715 and $275,715) 31,797 56,137 Deferred financing costs, net 76,215 98,879 ------------ ------------ $ 46,662,383 $ 69,109,730 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable - banks $ 23,100,000 $ 38,000,000 Trade accounts payable 10,375,454 18,939,119 Accrued expenses 883,525 1,069,790 ------------ ------------ Total current liabilities 34,358,979 58,008,909 ------------ ------------ Commitments and contingencies Stockholders' equity: Preferred stock $.01 par value, 5,000,000 shares authorized; none issued Common stock $.01 par value, 40,000,000 shares authorized; 11,749,651 shares issued at September 30, 2001 and 15,574,162 shares (including 3,824,511 shares held in escrow) issued at December 31, 2000 117,497 155,742 Additional paid-in capital 10,665,161 10,509,649 Retained earnings 2,339,716 1,159,061 Accumulated other comprehensive income--cumulative translation adjustment 56,686 67,685 Treasury stock (725,700 and 646,500 shares) (875,656) (791,316) ------------ ------------ Total stockholders' equity 12,303,404 11,100,821 ------------ ------------ $ 46,662,383 $ 69,109,730 ============ ============
See notes to financial statements 4 EMPIRE RESOURCES, INC. Condensed Consolidated Statements of Income (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, --------------------------- --------------------------- 2001 2000 2001 2000 ------------ ------------ ------------ ------------ Net sales $ 31,040,712 $ 52,383,189 $116,515,238 $122,094,835 Cost of goods sold 28,812,276 49,415,465 109,004,530 113,882,602 ------------ ------------ ------------ ------------ Gross profit 2,228,436 2,967,724 7,510,708 8,212,233 Selling, general and administrative expenses 1,279,227 1,300,825 3,900,173 3,827,874 ------------ ------------ ------------ ------------ Operating income 949,209 1,666,899 3,610,535 4,384,359 Interest expense 418,721 878,312 1,743,691 2,175,016 ------------ ------------ ------------ ------------ Income before income taxes 530,488 788,587 1,866,844 2,209,343 Income taxes 178,941 310,236 686,189 859,593 ------------ ------------ ------------ ------------ Net income $ 351,547 $ 478,351 $ 1,180,655 $ 1,349,750 ============ ============ ============ ============ Weighted average shares outstanding: Basic 11,023,951 11,291,435 11,028,530 11,396,496 ============ ============ ============ ============ Diluted 11,159,660 11,390,451 11,164,403 11,494,711 ============ ============ ============ ============ Earnings per share: Basic $.03 $.04 $.11 $.12 ==== ==== ==== ==== Diluted $.03 $.04 $.11 $.12 ==== ==== ==== ====
See notes to financial statements 5 EMPIRE RESOURCES, INC. Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended September 30, ------------------------------------ 2001 2000 -------------- -------------- Cash flows from operating activities: Net income $ 1,180,655 $ 1,349,750 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 58,878 50,684 Deferred income taxes 99,877 Translation adjustment (10,999) 35,250 Transfer of restricted shares to key employee 117,267 258,789 Changes in: Trade accounts receivable 11,754,401 (15,402,997) Inventories 11,340,455 (3,918,300) Due from stockholders 285,760 Other current assets (25,817) (98,945) Trade accounts payable (8,563,665) 6,903,355 Accrued expenses (186,265) (1,155,637) -------------- -------------- Net cash provided by (used in) operating activities 16,050,547 (11,978,051) -------------- -------------- Cash flows from investing activities: Additions to fixed assets (1,874) (19,293) -------------- -------------- Cash flows from financing activities: (Repayments of) proceeds from notes payable - banks (14,900,000) 13,700,000 Purchase of treasury stock (84,340) (586,960) Costs relating to financing (10,000) -------------- -------------- Net cash (used in) provided by financing activities (14,994,340) 13,113,040 -------------- -------------- Net increase in cash 1,054,333 1,115,696 Cash at beginning of period 1,207,926 199,791 -------------- -------------- Cash at end of period $ 2,262,259 $ 1,315,487 ============== ============== Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 1,785,079 $ 2,219,617 Income taxes $ 788,239 $ 737,745
See notes to financial statements 6 EMPIRE RESOURCES, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) - -------------------------------------------------------------------------------- 1. The Company Empire Resources, Inc. (the "Company" or "Empire") is engaged principally in the purchase, sale and distribution of non-ferrous metals to a diverse customer base located throughout North America, Australia and New Zealand. The Company sells its products through its own marketing and sales personnel and through independent sales agents who receive commissions on sales. The Company purchases from suppliers located in a number of different countries. The condensed consolidated financial statements include the accounts of Empire Resources, Inc. and its wholly-owned subsidiary, Empire Resources Pacific Ltd., which acts as a sales agent of the Company in Australia. All significant intercompany transactions and accounts have been eliminated in consolidation. 2. Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of income and expenses during the reported period. Actual results could differ from these estimates. 3. Inventories Inventories consist of semi-finished aluminum products stored in warehouses or in transit. 4. Notes Payable--Banks The Company operates under a $60 million line of credit with three commercial banks. Borrowings by the Company under this line of credit are collateralized by security interests in substantially all assets of Empire. Under the agreement, Empire is required to maintain working capital and net worth ratios, as defined by the loan agreement. 5. Earnings Per Share
Three months ended Nine months ended September 30, September 30, -------------------------- -------------------------- 2001 2000 2001 2000 ---------- ---------- ---------- ---------- Weighted average shares outstanding-basic 11,023,951 11,291,435 11,028,530 11,396,496 Dilutive effect of stock options and warrants 135,709 99,016 135,873 99,215 Weighted average shares outstanding-diluted 11,159,660 11,390,451 11,164,403 11,494,711
7 EMPIRE RESOURCES, INC. Basic earnings per share are based upon the Company's weighted average number of common shares outstanding during each period. Diluted earnings per share are based upon the weighted average number of common shares outstanding during each period, assuming the issuance of common shares for all dilutive potential common shares outstanding during the period. 6. Retirement of Contingent Shares 3,824,511 shares of the Company's common stock received by certain executive officers of the Company had been held in escrow subject to an earn-out formula dependent on the Company achieving a minimum cumulative after-tax net income (subject to certain adjustments) of $4.4 million during the two-year period ended March 31, 2001. This net income level was not achieved and in June 2001 the shares were returned to the Company and cancelled. 7. Reduction in Authorized Shares On October 5, 2001 the stockholders of the Company voted to amend the Company's Certificate of Incorporation to reduce the number of authorized shares of Common Stock of the Company from 40,000,000 shares to 20,000,000 shares and to eliminate the 5,000,000 authorized shares of Preferred Stock. This reduction was undertaken in order to reduce the Company's liability for Delaware franchise taxes. 8. Expiration of Warrants Warrants to acquire 3,360,082 shares of the Company's common stock at an exercise price of $9.00 per share expired by their terms on October 1, 2001. 9. Recent Accounting Pronouncements As of January 1, 2001, the Company has adopted Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting For Derivative Instruments and Hedging Activities", issued by the Financial Accounting Standards Board. SFAS No. 133 requires the Company to recognize all derivatives in the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through earnings. If the derivative is a hedge, depending upon the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value, if any, is immediately recognized in earnings. The Company enters into high-grade aluminum futures contracts to limit its gross margin exposure by hedging the metals content element of firmly committed purchase transactions. The Company also enters into foreign exchange forward contracts to hedge its exposure related to commitments to purchase or sell non-ferrous metals denominated in international currencies. The Company records "mark-to-market" adjustments on these futures and forward positions, and on the underlying firm purchase and sales commitments which they hedge, and reflects the net gains and losses currently in earnings. The gains and losses on futures and forward positions as of January 1, 2001 offset the gains and losses at that date on the 8 EMPIRE RESOURCES, INC. underlying firm purchase and sales commitments which they hedged, and accordingly the Company did not record a transition adjustment as of January 1, 2001. At September 30, 2001, net unrealized losses on the Company's fair value hedges of foreign currency exposure amounted to approximately $238,000, and net unrealized losses on fair value hedges of aluminum prices amounted to approximately $354,000. These unrealized losses were offset by unrealized gains of like amount on the underlying commitments which were hedged. In July 2001, The Financial Accounting Standards Board ("FASB") issued Statement Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Intangible Assets." SFAS 141 requires that all business combinations be accounted for by the purchase method of accounting and changes the criteria for recognition of intangible assets acquired in a business combination. The provisions of SFAS 141 apply to all business combinations initiated after June 30, 2001. SFAS 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized but tested for impairment at least annually, while intangible assets with finite useful lives continue to be amortized over their respective useful lives. The statement also establishes specific guidance for testing goodwill and intangible assets with indefinite useful lives for impairment. The provisions of SFAS 142 will be effective for 2002. However, goodwill and intangible assets acquired after June 30, 2001 will be subject immediately to the provisions of SFAS 142. The Company does not expect that the adoption of SFAS 141 and 142 will have a material effect on its consolidated financial statements. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward Looking Statements The discussions set forth above and elsewhere herein contain certain statements that may be considered forward-looking statements under the Private Securities Litigation Reform Act of 1995. The Company may make written or oral forward-looking statements in other documents we file with the SEC, in our annual reports to stockholders, in press releases and other written materials, and in oral statements made by our officers, directors or employees. You can identify forward-looking statements by the use of the words "believe," "expect," "anticipate," "intend," estimate," "assume," "will," "should," and other expressions which predict or indicate future events or trends and which do not relate to historical matters. You should not rely on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Company. These risks, uncertainties and other factors may cause the actual results, performance or achievements of the Company to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Some of the factors that might cause these differences include the following: changes in general, national or regional economic conditions; changes in laws, regulations and tariffs; 9 EMPIRE RESOURCES, INC. changes in the size and nature of the Company's competition; changes in interest rates, foreign currencies or spot prices of aluminum; loss of one or more foreign suppliers or key executives; increased credit risk from customers; failure of the government to renew the generalized system of preference, which provides preferential tariff treatment for certain of the Company's imports; failure of the Company to grow internally or by acquisition and to integrate acquired businesses; failure to improve operating margins and efficiencies; and changes in the assumptions used in making such forward-looking statements. You should carefully review all of these factors, and you should be aware that there may be other factors that could cause these differences, including, among others, the factors listed under "Risk Factors," beginning on page 7 of our Annual Report on Form 10-KSB for the year ended December 31, 2000. Readers should carefully review the factors described under "Risk Factors" and should not place undue reliance on our forward-looking statements. These forward-looking statements were based on information, plans and estimates at the date of this report, and we do not promise to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes. General Empire is a distributor of value added, semi-finished aluminum products. Consequently, Empire's sales volume has been, and will continue to be, a function of its ongoing ability to secure quality aluminum products from its suppliers. While the Company maintains long-term supply relationships with several foreign mills, one such supplier presently accounts for more than 65% of the Company's purchases. The loss of this supply could have a material adverse effect on the Company. Results of Operations Net sales decreased $21.4 million or 40.8% from $52.4 million in the third quarter of 2000 to $31.0 million in the third quarter of 2001, and decreased $5.6 million or 4.6% in the nine month period. The decrease in sales resulted from the Company rationalizing its customer base and selling more selectively, combined with lower demand as a result of the turndown in the economy in the quarter. The Company expects that demand in the near term will continue to be lower than in the corresponding periods last year. Gross profit decreased $0.8 million or 26.7% from $3.0 million in the third quarter of 2000 to $2.2 million in the third quarter of 2001, and decreased $0.7 million in the nine month period. Gross profit as a percentage of sales increased from 5.7% to 7.2% in the quarterly period as a result of a reduction in lower margin sales and an increase in material handling and product staging efficiency. Gross profit as a percentage of sales decreased from 6.7% to 6.4% in the nine month period as a result of higher purchasing costs, more favorable sales terms to customers and operating inefficiencies in the first half of the year. Selling, general and administrative expenses amounted to $1.3 million in the third quarter of both years and increased less than $0.1 million in the nine month period. Interest expense decreased $0.5 million, or 55.6%, from $0.9 million in the third quarter of 2000 to $0.4 million in the third quarter of 2001, and decreased $0.4 million or 18.2% in the nine month period. The decrease in interest expense is related to lower levels of outstanding 10 EMPIRE RESOURCES, INC. bank indebtedness as the Company's accounts receivable and inventory decreased, and lower interest rates. The effective income tax rate decreased from 39.3% in the third quarter of 2000 to 33.7% in the third quarter of 2001 and from 38.9% to 36.7% in the nine month period as a result of changes in state income tax allocation factors. The Company reported net income of $351,547 for the third quarter of 2001 compared to net income of $478,351 for the third quarter of 2000, and net income of $1,180,655 in the nine month period ending September 30, 2001 compared to net income of $1,349,750 in the corresponding 2000 period. Contingent Shares In conjunction with the merger of the Company with Empire Resources, Inc. on September 17, 1999, (the "Merger"), Nathan and Sandra Kahn ("the Empire Stockholders") received an aggregate of 9,384,761 shares of common stock of the Company in exchange for the outstanding stock of Empire owned by them prior to the Merger. Pursuant to the Merger agreement, 3,824,511 of these shares (the "Contingent Shares") were deposited into escrow. The Contingent Shares were subject to an earn-out formula dependent on the Company achieving a minimum cumulative after-tax net income (subject to certain adjustments) of $4.4 million during the two-year period commencing April 1, 1999 and ending March 31, 2001. This net income level was not achieved and in June 2001 the shares were returned to the Company and cancelled. Liquidity and Capital Resources The Company's cash balance increased $1.1 million, to $2.3 million, in the nine month period ended September 30, 2001. Net cash of $16.1 million was provided by operating activities, offset by $15.0 million of net cash used for repayment of bank debt and purchase of treasury stock under the Company's stock buy-back program. Empire currently operates under a $60 million revolving line of credit, including a commitment to issue letters of credit, with three commercial banks. Borrowings under these lines of credit are collateralized by security interests in substantially all of Empire's assets. Empire is required to maintain working capital and net worth ratios under these credit agreements. These facilities expire on June 30, 2003. Management believes that cash from operations, together with funds available under its credit facility, will be sufficient to fund the cash requirements relating to the Company's existing operations for the next twelve months. Empire may require additional debt or equity financing in connection with the future expansion of its operations. Recent Accounting Pronouncements As of January 1, 2001, the Company has adopted Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting For Derivative Instruments and Hedging Activities", issued by the Financial Accounting Standards Board. SFAS No. 133 requires the Company to recognize all derivatives in the balance sheet at fair value. Derivatives that are not hedges 11 EMPIRE RESOURCES, INC. must be adjusted to fair value through earnings. If the derivative is a hedge, depending upon the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value, if any, is immediately recognized in earnings. The Company enters into high grade aluminum futures contracts to limit its gross margin exposure by hedging the metals content element of firmly committed purchase transactions. The Company also enters into foreign exchange forward contracts to hedge its exposure related to commitments to purchase or sell non-ferrous metals denominated in international currencies. The Company records "mark-to-market" adjustments on these futures and forward positions, and on the underlying firm purchase and sales commitments which they hedge, and reflects the net gains and losses currently in earnings. The Company does not engage in trading or speculative transactions. At September 30, 2001, net unrealized losses on the Company's fair value hedges of foreign currency exposure amounted to approximately $238,000, and net unrealized losses on fair value hedges of aluminum prices amounted to approximately $354,000. These unrealized losses were offset by unrealized gains of like amount on the underlying commitments which were hedged. In July 2001, The Financial Accounting Standards Board ("FASB") issued Statement Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Intangible Assets." SFAS 141 requires that all business combinations be accounted for by the purchase method of accounting and changes the criteria for recognition of intangible assets acquired in a business combination. The provisions of SFAS 141 apply to all business combinations initiated after June 30, 2001. SFAS 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized but tested for impairment at least annually, while intangible assets with finite useful lives continue to be amortized over their respective useful lives. The statement also establishes specific guidance for testing goodwill and intangible assets with indefinite useful lives for impairment. The provisions of SFAS 142 will be effective for 2002. However, goodwill and intangible assets acquired after June 30, 2001 will be subject immediately to the provisions of SFAS 142. The Company does not expect that the adoption of SFAS 141 and 142 will have a material effect on its consolidated financial statements. Commitments and Contingencies Empire has contingent liabilities in the form of letters of credit to some of its suppliers, which at September 30, 2001 amounted to approximately $773,000. In addition, under the terms of some of its supply contracts, the Company is required to take minimum tonnages as specified in those contracts. As a result, the Company could, under certain circumstances, be forced to sell the required tonnage at a loss. 12 EMPIRE RESOURCES, INC. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK The information called for by this item is provided under the caption "Recent Accounting Pronouncement - Derivative Financial Instruments" under item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations. PART II OTHER INFORMATION None SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EMPIRE RESOURCES, INC. By: /s/ Sandra Kahn ----------------------------- Sandra Kahn Chief Financial Officer (signing both on behalf of the registrant and in her capacity as Principal Financial and Principal Accounting Officer) Dated: November 9, 2001 -----END PRIVACY-ENHANCED MESSAGE-----