-----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, UeSczByiXHbHix9M4Gr3M+b2+HaPf0hPYW1CuV+hJkco04Y8v6NmQJYU08XOqFBm q3orbuY1GLRoP6jKAfGMjw== 0000832813-01-500017.txt : 20020410 0000832813-01-500017.hdr.sgml : 20020410 ACCESSION NUMBER: 0000832813-01-500017 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXCAL ENTERPRISES INC CENTRAL INDEX KEY: 0000832813 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 592855398 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-17069 FILM NUMBER: 1791147 BUSINESS ADDRESS: STREET 1: 100 N TAMPA ST STREET 2: STE 3575 CITY: TAMPA STATE: FL ZIP: 33602 BUSINESS PHONE: 8132240228 MAIL ADDRESS: STREET 1: 100 NORTH TAMPA ST SUITE 3575 STREET 2: 100 NORTH TAMPA ST SUITE 3575 CITY: TAMPA STATE: FL ZIP: 33602 FORMER COMPANY: FORMER CONFORMED NAME: ASSIX INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 10QSB 1 qsb10-093001.txt U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-QSB (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 No. 0-17069 Excal Enterprises, Inc. --------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Delaware 59-2855398 ------------------------------ ----------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 100 North Tampa Street, Suite 3575, Tampa, Florida 33602 -------------------------------------------------------- (Address of principal executive offices) (813) 224-0228 ------------------------- Issuer's telephone number ----------------------------------------------------- (Former Name, former address and former fiscal year, if changed since last report) 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 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. [X] Yes [ ] No As of October 31, 2001, there were 3,285,877 shares of the issuer's common stock, par value $0.001, outstanding. Transitional Small Business Disclosure Format (Check One): [ ] Yes [X] No PART I - FINANCIAL INFORMATION Item 1. Financial Statements. EXCAL ENTERPRISES, INC. CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2001 ASSETS (unaudited) Current Assets Cash and cash equivalents $ 1,905,281 Marketable securities 56,610 Accounts receivable, less allowance of $152,294 1,273,359 Notes receivable 53,721 Income tax receivable 181,000 Inventory 1,254,702 Prepaid expenses and deposits 902,684 Deferred tax asset 112,000 ----------- Total current assets 5,739,357 ----------- Property, plant and equipment Land 1,600,000 Buildings and improvements 7,519,645 Furniture, fixtures, vehicles and equipment 2,391,103 ----------- 11,510,748 Less accumulated depreciation and amortization 2,804,769 ----------- Net property, plant and equipment 8,705,979 ----------- Note receivable - related parties 1,066,394 Restricted cash reserves 689,418 Commission costs, less accumulated amortization of 165,182 $393,727 Loan costs, less accumulated amortization of $666,387 166,597 Other assets less reserve for note receivable of $284,588 32,115 ----------- Total Assets $16,565,042 =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 793,545 Accrued liabilities 716,578 Note payable 38,799 Reserve for litigation 84,246 Revolving line of credit 381,053 Current portion of long-term debt 460,846 ----------- Total current liabilities 2,475,067 Long-term debt 12,737,091 Deferred tax liability 1,182,000 ----------- Total liabilities 16,394,158 Minority interest equity 1,041 Stockholders' equity Preferred stock, $.01 par value, 7,500,000 shares authorized, 5,000,000 shares issued, no shares outstanding -- Common stock, $.001 par value, 20,000,000 shares authorized, 4,738,866 shares issued, 3,285,877 shares outstanding 4,738 Additional paid-in capital 3,985,842 Retained earnings 1,070,212 Less 1,452,989 shares of common stock held in treasury at cost ( 3,773,319) ----------- 1,287,473 Less notes receivable from stockholders ( 1,117,630) ----------- Total stockholders' equity 169,843 ----------- Total Liabilities and Stockholders' Equity $16,565,042 =========== The accompanying noes are an integral part of the consolidated financial statements. EXCAL ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Three months ended Six months ended September 30 September 30 ------------------------ ---------------------- 2001 2000 2001 2000 --------- --------- --------- --------- Rental revenue $1,330,883 $1,263,324 $2,658,415 $2,554,962 Sports licensing sales 998,052 923,531 1,413,017 1,333,272 Sporting good sales 219,657 -- 555,279 -- --------- --------- --------- --------- Total net revenue 2,548,592 2,186,855 4,626,711 3,888,234 Cost of sports licensing sales 674,998 688,151 968,745 1,077,369 Cost of sporting good sales 191,327 -- 433,799 -- --------- --------- --------- --------- Total cost of goods 866,325 688,151 1,402,544 1,077,369 Gross margin 1,682,267 1,498,704 3,224,167 2,810,865 --------- --------- --------- --------- Rental operating costs 581,346 531,757 1,176,123 1,128,872 Sports licensing operating cost 497,422 559,776 913,337 1,010,157 Sporting goods operating costs 208,896 -- 472,710 -- Depreciation and amortization 159,088 155,712 318,675 309,825 --------- --------- --------- --------- Total operating costs 1,446,752 1,247,245 2,880,845 2,448,854 --------- --------- --------- --------- Net operating profit 235,515 251,459 343,322 362,011 --------- --------- --------- --------- Other expense (income) Interest expense 314,730 314,725 628,213 634,245 Professional fees related to litigation -- 23,165 -- 82,537 Net realized and unrealized loss on marketable securities 58,835 133,416 8,767 321,873 Gain on disposals of assets -- -- -- ( 1,741) Interest income ( 58,977) ( 133,751) ( 129,167) ( 275,214) Miscellaneous income ( 3,876) ( 13,586) ( 8,227) ( 25,160) --------- --------- --------- --------- Net other expense 310,712 323,969 499,586 736,540 Loss before income taxes ( 75,197) ( 72,510) ( 156,264) ( 374,529) Income tax provision 36,000 38,000 90,000 53,000 --------- -------- --------- --------- Net loss $( 111,197) $( 110,510) $( 246,264) $( 427,529) ========= ======== ========= ========= Loss per share Basic $( .03) $( .03) $( .07) $( .11) ========= ======== ========= ========= Diluted $( .03) $( .03) $( .07) $( .11) ========= ======== ========= ========= Weighted average shares outstanding Common 3,285,877 3,871,377 3,285,877 3,874,054 Common and equivalent 3,285,877 3,871,377 3,285,877 3,874,054 The accompanying notes are an integral part of the consolidated financial statements.
EXCAL ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Six months ended September 30 2001 2000 ---------- ---------- Cash provided (used) by operating activities Net loss $ ( 246,264) $ ( 427,529) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Depreciation and amortization 381,802 368,171 Other adjustments 27,194 86,343 Increase in net operating assets ( 612,996) (1,212,296) -------- --------- Net cash used by operating activities ( 450,264) (1,185,311) -------- --------- Cash flows from investing activities Proceeds from sale of assets -- 5,000 Property and equipment additions ( 203,361) ( 423,600) -------- --------- Net cash used by investing activities ( 203,361) ( 418,600) -------- --------- Cash flows from financing activities Net proceeds from notes payable 43,338 -- Principal repayments of long-term det ( 114,196) ( 118,326) Purchase of treasury stock -- ( 45,422) -------- --------- Net cash used by financing activiies ( 70,858) ( 163,748) --------- --------- Decrease in cash ( 724,483) (1,767,659 Cash and cash equivalents at beginning of period 2,629,764 7,484,627 --------- --------- Cash and cash equivalents at end of period $ 1,905,281 $ 5,716,968 The accompanying notes are an integral part of the consolidated financial statements. NOTE 1 - FINANCIAL STATEMENTS In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the three-month and six-month periods ended September 30, 2001 and 2000, (b) the financial position at September 30, 2001, and (c) cash flows for the six-month periods ended September 30, 2001 and 2000, have been made. The unaudited consolidated financial statements and notes are presented as permitted by Form 10-QSB. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. The accompanying consolidated financial statements and notes should be read in conjunction with the audited financial statements and notes of the Company for the fiscal year ended March 31, 2001. The revenue of the sports licensing division has been very seasonal with the majority of its revenue in the months of July through November. The Company formed Outsource Logistics, Inc. in August 2001. Outsource Logistics' primary focus will be marketing and providing full-service warehousing capabilities by leasing space at Imeson Center. All income and expense associated with Outsource Logistics, Inc. is included in the rental segment. The results of operations for the three-month and six-month periods ended September 30, 2001 are not necessarily indicative of those to be expected for the entire year. NOTE 2 - NOTES PAYABLE The Company's $375,000 line of credit with European American Bank expired on December 31, 2000. Roxbury had negotiated renewal terms for the line of credit. In May 2001, prior to completion, the bank demanded payment in full of the line of credit and term loan. In addition, Roxbury was in violation of the financial loan covenants regarding the level of equity and debt-to-equity ratio at September 30, 2001. No renewal has been signed and no waiver of the financial covenant violations was received. In September 2001, negotiations for renewal of the loan stalled and the bank filed for summary judgment. Therefore, the entire balance of the term loan is included in the current portion of long-term debt at September 30, 2001. At September 30, 2001, the balance of the term loan is $246,000, the balance of the line of credit is $373,087 and accrued interest totals $29,611. NOTE 3 - SEGMENT INFORMATION The Company has three reportable business segments. These segments have been determined by product line and consist of the rental of commercial real estate, the manufacture and distribution of sports licensing products and the manufacture and distribution of sporting goods. The revenue shown on the face of the financial statements was from external sources. The segment information disclosures not included on the face of the financial statements are detailed in the tables below. The "Other" category includes corporate related items and income and expense items not allocated to reportable segments. Three months ended Six months ended --------------------- -------------------- September 30 September 30 2001 2000 2001 2000 -------- -------- -------- -------- Segment income (loss) before income taxes Real estate operations $ 342,356 $ 394,262 $ 678,541 $ 746,540 Sports licensing operations (295,360) (384,992) (618,026) (860,589) Sporting goods (237,182) -- (416,206) -- Other 114,989 ( 81,780) 199,427 (260,480) -------- -------- ------- ------- Total income (loss) before income taxes $( 75,197) $( 72,510) $(156,264) $(374,529) ======== ======== ======= ======= As of September 30 2001 2000 Identifiable assets Real estate operations $ 11,515,664 $ 14,691,071 Sports licensing operations 2,332,757 2,514,769 Sporting goods operations 491,870 -- Other 2,224,751 2,370,373 ----------- ----------- Total identifiable assets $ 16,565,042 $ 19,576,213 =========== =========== Item 2. Management's Discussion and Analysis. Except for historical matters, the matters discussed in this Form 10-QSB are forward-looking statements based on current expectations. Forward-looking statements, including without limitation, statements relating to the Company's plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) the Company's plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company, (ii) the Company's plans and results of operations will be affected by economic, competitive, governmental and technological factors affecting the Company's operations, markets, products, services, and prices; and (iii) other risks and uncertainties as indicated from time to time in the Company's filings with the Securities and Exchange Commission. The following discussion should be read in conjunction with the information contained in the financial statements of the Company and the notes thereto appearing elsewhere herein and in conjunction with Management's Discussion and Analysis set forth in the Company's Form 10-KSB for the fiscal year ended March 31, 2001. The following discussion compares the results of operations for the three-month period ended September 30, 2001 (Second Quarter 2002) with the three-month period ended September 30, 2000 (Second Quarter 2001) and for the six-month period ended September 30, 2001 (2002 YTD) with the six-month period ended September 30, 2000 (2001 YTD). Results of Continuing Operations The Company's operations fall into three distinct businesses: the manufacture and distribution of sports licensing products, the manufacture and distribution of sporting good products and the rental of commercial real estate. In December 1998, the Company acquired Roxbury Industries Corp ("Roxbury"), which produces and distributes knit products licensed by most professional and major college teams. In Fiscal 2001, the Company formed Noram Divide, Inc. (Noram) and Wild Hare Holdings, Inc. (Wild Hare). Noram primarily manufactures hunting and fishing apparel and accessories for distribution by Wild Hare. The Company owns, leases, and manages a two-story warehouse and office facility containing approximately 1,666,000 square feet of rentable space located on approximately 74 acres in an industrial park in Duval County, Florida. In August, 2001, the Company formed Outsource Logistics, Inc. (Outsource). Outsource Logistics' primary focus will be marketing and providing full-service warehousing capabilities by leasing space at Imeson Center. Sports Licensing Products Roxbury's revenue has been very seasonal with the majority of its sales in the months of July through November. Revenue increased by 8% in Second Quarter 2002 and 6% for 2002 YTD as compared to the same periods of the prior year. The majority of the revenue increase was in the 4.0T product line which increased by 31% in Second Quarter 2002 and 26% for 2002 YTD. Private label revenue decreased by 10% in Second Quarter 2002 and was basically flat with a 1% increase for 2002 YTD. However, the Company terminated a wholesale line with extremely thin margins for 2002 YTD. Excluding the wholesale sales, private label sales are actually up 16% over 2001 YTD. The 4.0T and private label product lines accounted for 94% of total revenue in 2002 YTD as compared to 89% in 2001 YTD. The sales orders booked in Second Quarter 2002 were 4% below Second Quarter 2001 and 29% higher in 2002 YTD as compared to 2001 YTD. The YTD increase is the result of a 74% increase in 4.0T sales orders for 2002 YTD Sales orders for private label, excluding wholesale, were up 16% for 2002 YTD as compared to 2001 YTD. As of September 30, 2001 the Company had over $1,800,000 in open orders as compared to $888,000 in open orders at September 30, 2000. After evaluating operating costs and gross margins, the Company decided to sell its screen printing operation. The operation closed First Quarter 2001 and the equipment was sold. Screen printing operations only accounted for $46,000 in revenue for 2001 YTD. The cost of goods sold decreased in Second Quarter 2002 and 2002 YTD even though revenue increased. The cost of goods sold, as a percentage of revenue, is lower for Second Quarter 2002 (68%) and 2002 YTD (69%) than for Second Quarter 2001 (75%) and 2001 YTD (81%). The decrease is due to the elimination of some product lines with low margins, adjusting prices to increase some margins and reducing manufacturing costs. Operating costs decreased 11% to $497,422 in Second Quarter 2002 from $559,776 in Second Quarter 2001 and 10% to $913,337 in 2002 YTD from $1,010,157 in 2001 YTD. Depreciation and amortization included in operating costs and cost of goods sold increased slightly in Second Quarter 2002 and 2002 YTD as compared to Second Quarter 2001 and 2001 YTD. The net operating loss of the sports licensing division decreased from $331,731 in Second Quarter 2001 to $182,098 in Second Quarter 2002 and from $767,833 in 2001 YTD to $483,445 in 2002 YTD. Sporting Goods The sporting goods operation was formed in the Fourth Quarter of Fiscal 2001 and consists primarily of the manufacture and distribution of hunting and fishing apparel and accessories by Noram Divide for distribution by Wild Hare. The products are primarily sold through catalogs, the Internet, and various hunting and fishing events. The products are marketed under the Wild Hare InternationalT trademark. Sales were $219,657 for Second Quarter 2002 and $555,279 for 2002 YTD. Cost of goods sold was $191,327 (87%) for Second Quarter 2002 and $433,799 (78%) for 2002 YTD. Cost of goods sold is higher than expected for the future due to training of production personnel and lower production quotas. Operating costs were $208,896 in Second Quarter 2002 and $472,710 for 2002 YTD. The net operating loss of the sporting goods division was $185,136 for Second Quarter 2002 and $362,057 for 2002 YTD. Commercial Real Estate The commercial real estate operations consist of the lease and management of property located in Jacksonville, Florida (Imeson Center). The property consists of approximately 1,392,000 square feet of warehouse space and 274,000 square feet of office space. The Company's lease agreements are structured to include a base minimum rental fee, a contingent rental fee to reimburse the Company for operating expenses, common area maintenance costs, insurance and property taxes, and a requirement that the tenant pay for its own utilities. The lease of 1,003,660 square feet of warehouse space by Laney and Duke terminates December 31, 2001. The Company has been marketing the approximately 400,000 square feet of the available warehouse space. A new tenant began leasing 193,536 square feet of warehouse space in October 2001. The Company is continuing its marketing efforts to locate tenants for the additional space that will be available December 31, 2001. As part of the marketing process, the Company has formed Outsource Logistics. Outsource Logistics' primary focus will be marketing and providing full-service warehousing capabilities by leasing space at Imeson Center. Net revenue increased by 5% to $1,330,883 in Second Quarter 2002 from $1,263,324 in Second Quarter 2001 and increased by 4% to $2,658,415 in 2002 YTD from $2,554,962 in 2001 YTD. The base minimum rental fee increased by $21,572 (6%) in Second Quarter 2002 and by $149,211 (7%) in 2002 YTD as a result of increases in the base minimum rent per square foot. The contingent rental fee decreased by $12,533 (15%) in Second Quarter 2002 and by $45,758 (9%) in 2002 YTD as a result of decreases in square feet rented. Operating costs increased by $49,589 (9%) to $581,346 in Second Quarter 2002 from $531,757 in Second Quarter 2001. Operating costs increased by $47,251 (4%) in 2002 YTD as compared to 2001 YTD. These increases were primarily the result of increases in insurance expense, repair and maintenance and expenses associated with the marketing of space currently leased by Laney & Duke. Depreciation and amortization decreased slightly in Second Quarter 2002 to $146,788, as compared to Second Quarter 2001 and decreased by $2,778 in 2002 YTD to $293,468 as compared to the same period of the prior year. The net operating profit of the commercial real estate division increased from $583,190 in Second Quarter 2001 to $602,749 in Second Quarter 2002. The net operating profit for 2002 YTD was $1,188,824, compared to $1,129,844 for 2001 YTD. Consolidated Operating Results Revenue increased by 17% to $2,548,592 for Second Quarter 2002 and increased 19% to $4,626,711 in 2002 YTD as compared to the corresponding periods of the last fiscal year. The increase was due to increased revenue in all three business segments. The increase in costs of goods sold was the result of increased revenue in the sporting goods operations offset by a decrease in cost of goods sold in the sports licensing division. Operating costs increased by 16% to $1,446,752 in Second Quarter 2002 from $1,247,245 in Second Quarter 2001. The increase was the result of expenses incurred with the new sporting goods segment and the commercial real estate division offset by reductions in operating costs of the sports licensing segment. Operating costs increased 18% to $2,880,845 in 2002 YTD as compared to $2,448,854 in 2001 YTD. The decrease in sports licensing operating costs was not enough to offset the increase in the sporting goods and commercial real estate operating costs on a year-to-date basis. The net operating profit decreased slightly in Second Quarter 2002 to $235,515, as compared to $251,459 in Second Quarter 2001. The net operating profit for 2002 YTD decreased slightly to $343,322 as compared to $362,011 for 2001 YTD. Beginning in the fourth quarter of fiscal 2000, the Company invested excess reserves in publicly traded equity securities. The Company incurred a loss of $58,835 in Second Quarter 2002 and $8,767 in 2002 YTD from these investments. An income tax provision was recorded in Second Quarter 2002, Second Quarter 2001, 2002 YTD and 2001 YTD despite having a consolidated loss before income taxes. These anomalies occurred because Roxbury files separate income tax returns and the tax benefits from its losses were not recognized. The benefit from these losses will be recognized when Roxbury generates pretax income. Liquidity and Capital Resources The cash used by operating activities was $450,264 in 2002 YTD compared to $1,185,311 in 2001 YTD. The Company's operations provided $162,732 in working capital in 2002 YTD compared to $26,985 of working capital provided in 2001 YTD. Cash flow and working capital from operations are expected to significantly decline beginning January 2002 as a result of the termination of the Laney & Duke lease. The increase in net operating assets for 2002 YTD was primarily from an increase in the accounts receivable and inventory in the sports licensing division and sporting goods divisions, and prepaid property taxes in the real estate division. The increase in net operating assets for 2001 YTD was the result of an increase in sports licensing accounts receivable and commercial real estate prepaid expenses, primarily property tax. Property and equipment additions in 2002 YTD consisted primarily of equipment additions in the commercial real estate and sporting goods divisions. Property and equipment additions in 2001 YTD consisted primarily of real estate investment in the commercial real estate division. Cash of $70,858 was used by financing activities in 2002 YTD, as compared to cash used by financing activities of $163,748 in 2001 YTD. The decrease in cash used by financing activities was related to the Company not purchasing any shares of its common stock in 2002 YTD and an increase in notes payable. The Company did not have any material commitments for capital expenditures as of September 30, 2001 other than for ordinary expenses incurred during the usual course of business and the outstanding letters of credit for normal inventory purchases. The Company is seeking additional tenants for Imeson Center for the remaining 41,000 square feet of office space, 200,000 square feet of warehouse space, and to replace America Online and Laney & Duke when their leases expire in June 2002 and December 2001, respectively. It is expected that any new tenant will require the Company to incur significant costs related to renovation of the property to meet the tenant's needs. Roxbury Industries' programs designed to reduce cost of goods sold may not generate the savings anticipated and result in future losses. European American Bank (EAB) had demanded payment in full of the term loan and line of credit to Roxbury Industries and filed for summary judgement. These loans total approximately $625,000. In addition, the balloon payment on the loan collateralized by the Imeson Center is due October 1, 2002. Unless additional tenants are secured, it is unlikely that the Company will be able to refinance the balloon payment. While the Company has a significant current liquidity position, any of the above mentioned items could require significant capital resources in excess of the Company's current liquidity position, requiring it to raise additional capital through public or private debt or equity financing. The availability of these capital sources will depend upon prevailing market conditions, interest rates, and the then existing financial position and results of operations of the Company. Therefore, no assurances can be made by the Company that such additional capital will be available. PART II - OTHER INFORMATION Item 1. - Legal Proceedings None. Item 2. Exhibits and Reports on Form 8-K. (a) Exhibits None. (b) Reports on Form 8-K. None. (c) Sales of Unregistered Securities. None. SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EXCAL ENTERPRISES, INC. Registrant Dated: November 9, 2001 /s/ W. CAREY WEBB W. Carey Webb President and Chief Executive Officer Dated: November 9, 2001 /s/ TIMOTHY R. BARNES Timothy R. Barnes Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----