-----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, RhfqaIUAZ5FzMnQXr4UcJGhSAthd1+hgcAEQNPDiRu4rJDIIzsS9n6pIhJvsXTNH 5lgpcFIr9TKQLuwji2ntZg== 0000056151-01-500010.txt : 20010917 0000056151-01-500010.hdr.sgml : 20010917 ACCESSION NUMBER: 0000056151-01-500010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010731 FILED AS OF DATE: 20010914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KIT MANUFACTURING CO CENTRAL INDEX KEY: 0000056151 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS TRANSPORTATION EQUIPMENT [3790] IRS NUMBER: 951525261 STATE OF INCORPORATION: CA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06257 FILM NUMBER: 1737119 BUSINESS ADDRESS: STREET 1: 530 E WARDLOW RD STREET 2: P O BOX 848 CITY: LONG BEACH STATE: CA ZIP: 90801 BUSINESS PHONE: 5625957451 MAIL ADDRESS: STREET 1: 530 EAST WARDLOW ROAD CITY: LONG BEACH STATE: CA ZIP: 90801 10-Q 1 r10q-073101.txt FORM 10Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended July 31, 2001 Commission file number 2-31520 KIT MANUFACTURING COMPANY (Exact name of registrant as specified in its charter) California 95-1525261 (State or other jurisdiction of (I.R.S.Employer incorporation or organization) Identification No.) 530 East Wardlow Road, P.O. Box 848, Long Beach,California 90801 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (562)595-7451 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 . APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report. Common Stock (no par value), 1,027,334 shares outstanding as of July 31, 2001. 1 of 17 Pages PART I FINANCIAL INFORMATION 2 KIT MANUFACTURING COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in Thousands Except Per Share Amounts) (Unaudited)
Three Months Ended Nine Months Ended July 31, July 31, 2001 2000 2001 2000 Sales $11,449 $13,559 $30,356 $39,433 Costs and expenses: Cost of sales 10,870 12,585 29,512 35,887 Selling, general and administrative expenses 1,568 1,391 4,397 3,567 Equity in loss of retail sales partnership - 135 - 264 Operating loss (989) (552) (3,553) (285) Other income (expense) Interest income 62 75 241 177 Interest expense (62) (53) (210) (128) Gain on sale of property, plant and equipment - 621 - 2,076 (Loss) income before income taxes (989) 91 (3,522) 1,840 (Benefit) provision for income taxes (Note A) (375) 38 (1,399) 745 Net (loss) income $(614) $ 53 $(2,123) $ 1,095 Net (loss) income per share- basic and diluted $(0.60) $0.05 $(2.07) $ 1.02 (Note B) Weighted-average shares 1,027,334 1,047,261 1,027,334 1,070,710 outstanding- basic and diluted (Note B) Dividends per share $ - $ - $ - $ - The accompanying notes are an integral part of these consolidated financial statements.
KIT MANUFACTURING COMPANY CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) (Unaudited)
July 31, Oct. 31, 2001 2000 ASSETS Cash and cash investments $ 6,147 $ 4,489 Accounts receivable, net 3,386 2,787 Inventories: Raw materials 2,572 1,664 Work in process 652 597 Finished goods 2,858 537 Total inventories 6,082 2,798 Prepaids and other assets 353 324 Deferred income taxes 1,025 1,025 Total current assets 16,993 11,423 Property, plant and equipment, net 5,574 5,637 Other assets 1,863 286 Total assets $ 24,430 $ 17,346 LIABILITIES AND SHAREHOLDERS' EQUITY Lines of credit $ 4,999 $ - Accounts payable 2,386 818 Retail flooring liability 1,768 - Accrued payroll and related items 1,052 903 Accrued marketing programs 964 471 Accrued expenses 2,025 1,699 Total current liabilities 13,194 3,891 Deferred income taxes 1,487 1,487 Losses in excess of investments in and advances to retail sales partnership - 96 Total liabilities 14,681 5,474 Commitments and contingencies Shareholders'equity Common stock issued and outstanding, 694 694 1,027,334 shares at July 31, 2001 and October 31, 2000 Additional paid-in capital 775 775 Retained earnings 8,280 10,403 Total shareholders' equity 9,749 11,872 Total liabilities and shareholders' $ 24,430 $ 17,346 equity The accompanying notes are an integral part of these consolidated financial statements.
KIT MANUFACTURING COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited)
Nine Months Ended July 31, 2001 2000 Cash flow from operating activities: Cash received from customers $ 31,733 $ 38,132 Interest received 241 177 Cash paid to suppliers and employees (40,607) (34,870) Interest paid (128) (210) Income taxes paid (127) (39) Net cash used in operating activities (2,553) (3,145) Cash flow from investing activities: Purchase of property, plant and equipment (34) (389) Proceeds from disposals of property, plant and equipment 63 2,921 Advances to retail sales partnership - (25) Cash from consolidation of retail sales partnership 94 - Net cash provided by investing activities 123 2,507 Cash flow from financing activities: Proceeds from short-term borrowings 14,866 12,855 Principal payments on short-term borrowings 10,186) (10,263) Purchase of treasury stock - (499) Net cash provided by financing activities 4,680 2,093 Net increase in cash 1,658 2,047 Cash at beginning of period 4,489 4,731 Cash at end of period $ 6,147 $ 6,778 Reconciliation of net (loss) income to net cash used in operating activities: Net (loss) income $ (2,123) $ 1,095 Adjustments to reconcile net (loss) income to net cash used in operating activities: Depreciation and amortization 423 311 Gain on sale of property, plant and equipment (2,076) Equity in loss of retail sales partnership 264 Changes in operating assets and liabilities: Accounts receivable (705) 824 Inventories (1,020) (1,015) Prepaids and other assets (570) (422) Accounts payable and accruals 1,877 (2,152) Accrued income taxes (1,027) 618 Net cash used in operating activities $ (3,145) $(2,553) The accompanying notes are an integral part of these consolidated financial statements.
6 KIT MANUFACTURING COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A The provision or benefit for income taxes is calculated using the Company's estimated annual effective tax rate. Note B Per share amounts are based on the weighted average number of common shares outstanding. Options have not been included in the computations because their effect would not be dilutive. Note C In the opinion of management, all material adjustments which are necessary for a fair statement of financial position, results of operations and cash flows have been included in these financial statements. Note D The results of the period are not necessarily indicative of annual results due to seasonality of the business. Note E Financial information contained herein is unaudited. Certain amounts in prior period financial statements have been reclassified to conform to the current period presentation. Note F The Company is contingently liable to various financial institutions on repurchase agreements in connection with wholesale inventory financing. In general, inventory is repurchased by the Company upon default by a dealer with a financing institution and then resold through normal distribution channels. In addition, the Company is contingently liable to financial institutions for letters of credit which were established to satisfy the self-insured workers' compensation regulations of the states in which the Company conducted manufacturing operations. Management does not expect that losses, if any, from the contingencies described above will be of material importance to the financial condition or earnings of the Company. Note G At October 31, 2000 the Company's investment in and advances to the retail sales partnership, net of the Company's pro rata share of cumulative equity in losses, was reflected as a noncurrent liability totaling $96,000. Additionally, the retail sales partnership has reflected all advances from the Company as a component of current liabilities equal to $625,000 at October 31, 2000. In fiscal 2001, the Company assumed significantly all responsibility in connection with the daily operations of the retail sales partnership. Although the original partnership agreement governing the relationship between the Company and the minority interest holder provided 7 KIT MANUFACTURING COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) participating rights to the minority holder and thus precluded the Company from consolidating the retail sales partnership, the partnership's recurring losses and need for continued funding demanded the Company's attention. The retail sales partnership commenced operations in fiscal 1998 and has continued to perform substantially below expectations with losses trending significantly higher in each successive year. While lenders' tightened credit policies and industry-wide excess inventory levels are partially responsible for the partnership's poor performance, the Company's management believes such factors are secondary compared to the minority interest holder's management of the partnership's operations in accordance with the original agreement. The partnership agreement specifically delegates day- to-day operating responsibility and decision making authority to the minority interest holder and it is management's contention that such responsibilities have not been adequately fulfilled, as evidenced by the poor operating results previously mentioned. As a result, in fiscal 2001, the Company continued to fund 100% of the partnership's working capital needs and also became substantially involved in the decision-making process and daily operations of the partnership. Due to such recent events, the Company, in June 2001, purchased the minority interest holder's 30% interest in the partnership for $20,000 in cash and the assumption of $40,000 in debt and has consolidated its investment effective the beginning of fiscal 2001. In prior years, the Company accounted for this investment under the equity method of accounting. However, because the cumulative losses of the partnership exceeded the minority interest holder's investment in fiscal 1999, the Company began recording 100% of the equity in losses from that point forward. The condensed unaudited financial information of the partnership is as follows: Three months ended Nine months ended
July 31, July 31, (Dollars in Thousands) 2001 2000 2001 2000 Condensed Statements of Operations Information: Sales $1,067 $466 $2,978 $3,356 Cost of sales (783) (445) (2,341) (2,984) Selling, general and administrative expenses (334) (152) (743) (585) Interest expense (65) (62) (200) (164) Net loss $(115) $(193) $(306) $(377) KIT MANUFACTURING COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) July 31, October 31, 2001 2000 Condensed Balance Sheet Information: Current assets $2,311 $2,602 Noncurrent assets 356 389 $2,667 $2,991 Current liabilities $3,694 $3,681 Noncurrent liabilities - 31 Members' deficit (1,027) (721) $2,667 $2,991
Note H The Company evaluates the performance of its operating segments based on operating income or losses. Each segment records direct expenses related and allocable to its employees. The Company does not allocate income taxes, interest income, interest expense or any gains or losses on the sale of property, plant and equipment to operating segments. Identifiable assets are primarily those directly used in the operations of each segment. No individual customer accounted for greater than 10% of net sales or accounts receivables for any period presented. Three Months Ended Nine Months Ended (Dollars in Thousands) July 31, July 31,
2001 2000 2001 2000 Sales Manufactured homes $ 5,650 $5,385 $14,817 $17,679 Recreational vehicles 5,799 8,174 15,539 21,754 Total sales $ 11,449 $13,559 $30,356 $39,433 Income/(loss) before income taxes Operating (loss) income Manufactured homes $ (469) $(268) $(1,407) $ 194 Recreational vehicles (520) (284) (2,146) (479) Total operating loss (989) (552) (3,553) (285) Interest income 62 75 241 177 Interest expense (62) (53) (210) (128) Gain on sale of property, plant and equipment - 621 - 2,076 (Loss) income before income taxes $(989) $ 91 $(3,522) $1,840 ===== ===== ===== =====
9 KIT MANUFACTURING COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note I On December 15, 1998, the Company was named as a defendant in a lawsuit filed by one of its former dealers. A jury awarded the plaintiff $370,000 in damages, however, the verdict is currently under appeal with the Idaho State Supreme Court. The outcome of the appeal is not known at this time but the Company intends to defend it position vigorously. The Company, in its normal course of business is party to other pending lawsuits or may be subject to other threatened lawsuits. While the outcome of pending or threatened lawsuits cannot be predicted with certainty, and an unfavorable outcome could have a negative impact on the Company, at this time, in the opinion of management, the ultimate resolution of these matters will not have a material effect on the Company's financial position, results of operation or liquidity. Note J In June 2001, the Company amended its line of credit with a commercial bank which allowed the Company to borrow up to $6,000,000 at the prime rate of interest (6.75 percent at July 31, 2001) and is secured by the Company's accounts receivable, inventory and cash. This line of credit expires on June 30, 2002. The agreement requires that the Company pay unused commitment fees equal to one quarter of one percent (0.25%) per annum on the average daily unused amount of the line of credit and also contains certain financial covenants requiring a minimum tangible net worth and current ratio. 10 KIT MANUFACTURING COMPANY Management's Discussion and Analysis of Financial Condition and Results of Operations In fiscal 2001, the Company assumed significantly all responsibility in connection with the daily operations of the retail sales partnership. Although the original partnership agreement governing the relationship between the Company and the minority interest holder provided participating rights to the minority holder and thus precluded the Company from consolidating the retail sales partnership, the partnership's recurring losses and need for continued funding demanded the Company's attention. The retail sales partnership commenced operations in fiscal 1998 and has continued to perform substantially below expectations with losses trending significantly higher in each successive year. While lenders' tightened credit policies and industry-wide excess inventory levels are partially responsible for the partnership's poor performance, the Company's management believes such factors are secondary compared to the minority interest holder's management of the partnership's operations in accordance with the original agreement. The partnership agreement specifically delegates day-to-day operating responsibility and decision making authority to the minority interest holder and it is management's contention that such responsibilities have not been adequately fulfilled, as evidenced by the poor operating results previously mentioned. As a result, in fiscal 2001, the Company continued to fund 100% of the partnership's working capital needs and also became substantially involved in the decision making process and daily operations of the partnership. Due to such recent events, the Company, in June 2001, purchased the minority interest holder's 30% interest in the partnership for $20,000 in cash and the assumption of $40,000 in debt and has consolidated its investment effective the beginning of fiscal 2001. In prior years, the Company accounted for this investment under the equity method of accounting. However, because the cumulative losses of the partnership exceeded the minority interest holder's investment in fiscal 1999, the Company began recording 100% of the equity in losses from that point forward. The condensed statements of operations information for the retail sales partnership for the three months and nine months ended July 31, 2001, and 2000 is disclosed in note G. The condensed balance sheet information for the retail sales partnership as of July 31, 2001 and October 31, 2000 is also disclosed in note G. FINANCIAL CONDITION JULY 31, 2001 COMPARED TO OCTOBER 31, 2000 Since October 31, 2000, the Company has borrowed on its line of credit 11 KIT MANUFACTURING COMPANY Management's Discussion and Analysis of Financial Condition and Results of Operations to maintain its inventory levels to provide for anticipated sales and to pay down certain current liabilities. Although there have been increases in the Company's cash and cash investments ($1,658,000), accounts receivable ($599,000) and inventory ($3,284,000) since October 31, 2000, working capital has decreased by $3,733,000. This decrease in working capital is primarily due to offsetting increases in the lines of credit ($4,999,000), accounts payable ($1,568,000), various accrued expenses ($968,000) and the inclusion of the retail flooring liability ($1,768,000) as a result of the consolidation of the retail sales partnership (Note G). It should also be noted that such increases in the previously mentioned accounts, most notably inventory, and accounts payable, are also partially a result of the consolidation of the retail sales partnership in fiscal 2001. The current ratio decreased to 1.3:1 at July 31, 2001 compared to 2.9:1 at October 31, 2000. The current ratio is the result of dividing current assets by current liabilities. It is a financial measure that indicates the ability of a company to pay its current obligations with its current assets. The Company's liquidity position as reflected in the current ratio described above, working capital, $1,001,000 available under the lines of credit, and $139,000 available under the retail flooring liability are considered to be adequate to provide for near term cash needs. In June 2001, the Company amended its line of credit with a commercial bank which allowed the Company to borrow up to $6,000,000 at the prime rate of interest (6.75 percent at July 31, 2001) and is secured by the Company's accounts receivable, inventory and cash. This line of credit expires on June 30, 2002. The agreement requires that the Company pay unused commitment fees equal to one quarter of one percent (0.25%) per annum on the average daily unused amount of the line of credit and also contains certain financial covenants requiring a minimum tangible net worth and current ratio. RESULTS OF OPERATIONS FOR THE QUARTER ENDED JULY 31, 2001 COMPARED TO QUARTER ENDED JULY 31, 2000 The nature of the Company's business is seasonal. Historically, sales in the second and third quarters have been higher than sales achieved in the other fiscal quarters of the year. Thus, expenses and, to a greater extent, operating income vary by quarter. Caution, therefore, is advised when appraising results for a period shorter than a full year, or when comparing any period other than to the same period of the previous year. 12 KIT MANUFACTURING COMPANY Management's Discussion and Analysis of Financial Condition and Results of Operations Total sales for the quarter ended July 31, 2001 were $11,449,000, a 16% decrease from sales of $13,559,000 for the same quarter of the prior year. The decrease consisted of a 5% increase in manufactured home sales and a 29% decrease in recreational vehicle (RV) sales. Sales decreases in the RV division have been significantly impacted by higher fuel costs, lower consumer confidence, and tightened credit policies. Although sales of manufactured homes have increased slightly during the current quarter, they have been somewhat impacted unfavorably by lenders' tightened credit standards as well as industry-wide excess finished goods inventory levels. These results were partially offset by $1,067,000 in sales during the three months ended July 31, 2001 as a result of the consolidation of the retail sales partnership during this period. Cost of sales for the quarter ended July 31, 2001 was $10,870,000, a 14% decrease from cost of sales of $12,585,000 for the same quarter of the prior year. This decrease is due principally to the reduction of sales attributed to the recreational vehicle division. This decrease was partially offset by $783,000 in cost of sales recorded during the three months ended July 31, 2001 in connection with the consolidation of the retail sales partnership during this period. Cost of sales as a percent of sales increased 2% from 93% in the third quarter of fiscal 2000 to 95% in the third quarter of fiscal 2001. Although product margins for both divisions are marginally lower to those of the same period in 2000, the disproportional reduction in gross profit compared to sales is due principally to the under absorption of fixed overhead costs brought about by lower production and sales volumes. Selling, general and administrative expenses for the quarter ended July 31, 2001 increased to 14% of sales in comparison to 10% of sales for the same quarter of the prior year. The selling, general and administrative dollars increased 13%, or $177,000, from $1,391,000 for the quarter ended July 31, 2000 to $1,568,000 for the quarter ended July 31, 2001. This increase is due to the inclusion of $334,000 of expenses from the consolidation of the retail sales partnership during the three months ended July 31, 2001 offset by a reduction of officer's salaries and administrative expenses during the quarter due to a reduction of head count compared to the quarter ended July 31, 2000. Equity in loss of retail sales partnership decreased from $135,000 for the quarter ended July 31, 2000 to $0 for the quarter ended July 31, 2001. This decrease is due to the consolidation of the retail sales partnership in fiscal 2001, which had previously been accounted for under the equity method of accounting in the prior period. 13 KIT MANUFACTURING COMPANY Management's Discussion and Analysis of Financial Condition and Results of Operations Interest income decreased $13,000, or 17%, from $75,000 for the quarter ended July 31, 2000 to $62,000 for the quarter ended July 31, 2001. The decrease was due primarily to a decrease in average balances of invested funds compared to the same quarter of the prior year. Interest expense increased $9,000, or 17%, from $53,000 for the quarter ended July 31, 2000 to $62,000 for the quarter ended July 31, 2001. This increase was primarily the result of an increase in average short-term borrowings due principally to the inclusion of such borrowings from the consolidation of the retail sales partnership in fiscal 2001. During June 2000, the Company sold land and buildings located in McPherson, Kansas for consideration of $1,187,000 resulting in a gain of $621,000. The net loss for the three months ended July 31, 2001 was $614,000, or $0.60 per share, compared to net income of $53,000, or $0.05 per share, for the same quarter of the prior year. RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED JULY 31, 2001 COMPARED TO NINE MONTHS ENDED JULY 31, 2000 Total sales for the nine months ended July 31, 2001 were $30,356,000, a 23% decrease from sales of $39,433,000 for the same period of the prior year. The decrease consisted of a 16% decrease in manufactured homes sales and a 29% decrease in recreational vehicle (RV) sales. Sales decreases in the RV division have been significantly impacted by higher fuel costs, lower consumer confidence, and tightened credit policies. Sales of manufactured homes have been impacted unfavorably by lenders' tightened credit standards as well as industry-wide excess finished goods inventory levels. These decreases were partially offset by $2,978,000 in sales during the nine months ended July 31, 2001 as a result of the consolidation of the retail sales partnership during this period. Cost of sales for the nine months ended July 31, 2001 was $29,512,000, a 18% decrease from cost of sales of $35,887,000 for the same nine months of the prior year. This decrease is due primarily to the decrease in sales, company-wide, in both the recreational vehicle division and the manufactured homes division. These decreases were partially offset by $2,341,000 in cost of sales recorded during the nine months ended July 31, 2001 in connection with the consolidation of the retail sales partnership during this period. Cost of sales as a percent of sales 14 KIT MANUFACTURING COMPANY Management's Discussion and Analysis of Financial Condition and Results of Operations increased 6% from 91% for the 9 months ended July 31, 2000 to 97% for the 9 months ended July 31, 2001. Although product margins for both divisions are marginally lower to those of the same period in 2000, the disproportional reduction in gross profit compared to sales is due principally to the under absorption of fixed overhead costs brought about by lower production and sales volumes. Selling, general and administrative expenses for the nine months ended July 31, 2001 increased to 15% of sales in comparison to 9% of sales for the same nine months of the prior year. The selling, general and administrative dollars increased 23%, or $830,000, from $3,567,000 for the nine months ended July 31, 2000 to $4,397,000 for the nine months ended July 31, 2001. This increase is due primarily to the inclusion of $743,000 of expenses from the consolidation of the retail sales partnership during the nine months ended July 31, 2001. Equity in loss of retail sales partnership decreased from $264,000 for the nine months ended July 31, 2000 to $0 for the nine months ended July 31, 2001. This decrease is due to the consolidation of the retail sales partnership in fiscal 2001, which had previously been accounted for under the equity method of accounting in the prior period. Interest income increased $64,000, or 36%, from $177,000 for the nine months ended July 31, 2000 to $241,000 for the nine months ended July 31, 2001. The increase was due primarily to an increase in average balances of invested funds compared to the same nine months of the prior year. Interest expense increased $82,000, or 64%, from $128,000 for the nine months ended July 31, 2000 to $210,000 for the nine months ended July 31, 2001. This increase was primarily the result of an increase in average short-term borrowings due principally to the inclusion of such borrowings from the consolidation of the retail sales partnership in 2001. During February 2000, the Company sold land and buildings located in Chino, California for consideration of $1,652,000 resulting in a gain of $1,455,000. During June 2000, the Company sold land and buildings located in McPherson, Kansas for consideration of $1,187,000, resulting in a gain of $621,000. Therefore, the total gain resulting from these two sales is $2,076,000. The net loss for the nine months ended July 31, 2001 was $2,123,000, or $2.07 per share, compared to net income of $1,095,000, or $1.02 per share, for the same nine months of the prior year. 15 PART II OTHER INFORMATION Item 6 (b). Form 8-K was not required to be filed during the quarter ended July 31, 2001. 16 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. KIT MANUFACTURING COMPANY (Registrant) DATE 9/14/01 /s/ Dan Pocapalia Dan Pocapalia Chairman of the Board, Chief Executive Officer, (Principal Executive Officer) DATE 9/14/01 /s/ Bruce K. Skinner Bruce K. Skinner Vice President and Treasurer (Principal Financial and Accounting Officer) 17 -----END PRIVACY-ENHANCED MESSAGE-----