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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-16284
NATIONAL TECHTEAM, INC.
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(Name of issuer in its charter)
DELAWARE 38-2774613
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
27335 West 11 Mile Road, Southfield, MI 48034
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248)357-2866
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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.
[X] Yes [ ] No
The number of shares of the registrant's only class of common stock outstanding
at May 7, 2001 was 10,529,943.
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION
27A OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ACTUAL RESULTS COULD
DIFFER FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF
CERTAIN FACTORS DESCRIBED IN THE ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2000 PREVIOUSLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
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NATIONAL TECHTEAM, INC.
FORM 10-Q
INDEX
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PAGE
NUMBER
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PART I - FINANCIAL INFORMATION
ITEM 1.
Condensed Consolidated Statements of Operations (Unaudited) 3
Three Months Ended
March 31, 2001 and 2000
Condensed Consolidated Statements of Financial Position (Unaudited) 4 - 5
March 31, 2001 and December 31, 2000
Condensed Consolidated Statements of Cash Flows (Unaudited) 6
March 31, 2001 and 2000
Notes to the Condensed Consolidated Financial Statements (Unaudited) 7 - 9
ITEM 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations 10 - 12
PART II - OTHER INFORMATION
ITEM 1.
Legal Proceedings 12
ITEM 6.
Exhibits and Reports on Form 8-K 12
Signatures 13
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PART 1 -- FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
NATIONAL TECHTEAM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED
MARCH 31,
--------------------------------
2001 2000
--------------- ---------------
(IN THOUSANDS, EXCEPT PER
SHARE DATA)
REVENUES
Corporate Services
Corporate help desk services............................................. $ 12,889 $ 12,088
Technical staffing....................................................... 4,368 4,455
Systems integration...................................................... 1,669 3,419
Training programs........................................................ 717 819
--------------- ---------------
Total Corporate Services.................................................... 19,643 20,781
--------------- ---------------
OEM Call Center Services.................................................... 124 4,865
Leasing Operations.......................................................... 5,747 6,331
--------------- ---------------
TOTAL REVENUES.................................................................. 25,514 31,977
COST OF SERVICES DELIVERED...................................................... 19,567 25,698
--------------- ---------------
GROSS PROFIT.................................................................... 5,947 6,279
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OTHER EXPENSES
Selling, general and administrative......................................... 5,250 5,259
Michigan Single Business Tax................................................ 300 175
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TOTAL OTHER EXPENSES............................................................ 5,550 5,434
--------------- ---------------
Operating income ............................................................... 397 845
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Interest income................................................................. 348 160
Interest expense................................................................ 244 367
--------------- ---------------
NET INTEREST (INCOME) EXPENSE .................................................. (104) 207
--------------- ---------------
Income before income taxes...................................................... 501 638
Income tax expense.............................................................. 276 297
--------------- ---------------
NET INCOME ..................................................................... $ 225 $ 341
=============== ===============
BASIC AND DILUTED EARNINGS PER SHARE............................................ $ 0.02 $ 0.03
=============== ===============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
AND COMMON SHARE EQUIVALENTS OUTSTANDING
Basic....................................................................... 10,517 13,284
Net effect of dilutive stock options........................................ 0 21
--------------- ---------------
Diluted..................................................................... 10,517 13,305
=============== ===============
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
-------------------------------------------------------------------------------------------------------------------
NET INCOME, AS SET FORTH ABOVE.................................................. $ 225 $ 341
Foreign currency translation adjustments........................................ (152) (53)
--------------- ---------------
COMPREHENSIVE INCOME ........................................................... $ 73 $ 288
=============== ===============
See accompanying notes.
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NATIONAL TECHTEAM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(UNAUDITED)
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MARCH 31, DECEMBER 31,
ASSETS 2001 2000
--------------------------------------------------------------------------------- --------------- ----------------
(IN THOUSANDS)
CURRENT ASSETS
Cash and cash equivalents................................................... $ 14,712 $ 15,995
Securities available for sale.............................................. 6,440 2,725
Accounts receivable (less allowances of $365 at March 31, 2001
and $313 at December 31, 2000)........................................... 19,005 18,937
Refundable taxes............................................................ 328 859
Inventories................................................................. 182 238
Prepaid expenses and other.................................................. 2,099 1,883
Deferred income tax......................................................... 348 348
--------------- ----------------
43,114 40,985
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PROPERTY, EQUIPMENT AND PURCHASED SOFTWARE
Computer equipment and office furniture..................................... 16,806 16,528
Purchased software.......................................................... 8,302 8,035
Leasehold improvements...................................................... 2,763 2,668
Transportation equipment.................................................... 240 240
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28,111 27,471
Less -- Accumulated depreciation and amortization........................... 18,989 18,151
--------------- ----------------
9,122 9,320
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OTHER ASSETS
Assets of leasing operations, net of amortization........................... 35,562 41,209
Intangibles (less accumulated amortization of $15,636 at
March 31, 2001 and $14,834 at December 31, 2000)......................... 4,554 5,297
Loans Receivable............................................................ 869 1,008
Deferred income tax......................................................... 1,689 1,689
Other....................................................................... 1,199 1,266
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43,873 50,469
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TOTAL ASSETS.................................................................... $ 96,109 $ 100,774
=============== ================
See accompanying notes.
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NATIONAL TECHTEAM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (continued)
(UNAUDITED)
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MARCH 31, DECEMBER 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 2001 2000
-------------------------------------------------------------------------------- -------------- --------------
(IN THOUSANDS)
CURRENT LIABILITIES
Accounts payable........................................................... $ 1,540 $ 3,417
Accrued payroll, related taxes and withholdings............................ 3,135 3,217
Deferred revenues.......................................................... 801 264
Accrued expenses and taxes................................................. 630 681
Current portion of notes payable........................................... 8,614 9,790
Other...................................................................... 480 471
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15,200 17,840
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LONG-TERM DEBT................................................................. 3,142 4,817
SHAREHOLDERS' EQUITY
Preferred stock, par value $.01, 5,000,000 shares authorized, none issued
Common stock, par value $.01, 5,000,000 shares authorized,
issued 16,723,000 shares at
March 31, 2001 and December 31, 2000.................................... 167 167
Additional paid-in capital................................................. 109,629 110,011
Retained earnings.......................................................... 4,642 4,417
Accumulated other comprehensive loss -- foreign currency translation
adjustment............................................................ (270) (118)
-------------- --------------
114,168 114,477
Less -- Treasury stock (6,213,434 and 6,041,755 shares at March 31, 2001
and December 31, 2000, respectively).................................... 36,401 36,360
-------------- --------------
Total shareholders' equity................................................. 77,767 78,117
-------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY..................................... $ 96,109 $ 100,774
============== ==============
See accompanying notes.
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NATIONAL TECHTEAM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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THREE MONTHS ENDED MARCH 31,
-------------------------------
2001 2000
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(IN THOUSANDS)
OPERATING ACTIVITIES
Net income................................................................. $ 225 $ 341
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and Amortization........................................ 6,133 6,451
Treasury stock contributed to 401(k) plan and other.................. 177 215
Changes in operating assets and liabilities.......................... (1,124) 1,393
-------------- ---------------
Net cash provided by operating activities............................... 5,411 8,400
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INVESTING ACTIVITIES
Purchase of securities available-for-sale.................................. (3,715) -
Decrease in investment in direct financing leases and residuals............ 1,087 87
Purchase of property, equipment and software, net.......................... (640) (1,481)
(Purchase) disposal of leased equipment, net............................... 142 (11,753)
Other ..................................................................... 35 (1,018)
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Net cash used in investing activities................................... (3,091) (14,165)
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FINANCING ACTIVITIES
Proceeds (payments) on notes payable, net.................................. (2,851) 1,394
Purchase of Company common stock........................................... (609) -
Proceeds from issuance of common stock..................................... - 26
Other...................................................................... (143) (53)
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Net cash provided by (used) in financing activities..................... (3,603) 1,367
-------------- ---------------
Decrease in cash and cash equivalents................................... (1,283) (4,398)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............................... 15,995 14,192
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CASH AND CASH EQUIVALENTS AT END OF PERIOD..................................... $ 14,712 $ 9,794
============== ===============
See accompanying notes.
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NATIONAL TECHTEAM, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The accompanying unaudited consolidated financial statements have been prepared
by National TechTeam, Inc. ("TechTeam" or "Company") in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month period ended March 31, 2001
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2001. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company and
Subsidiaries' annual report on Form 10-K for the year ended December 31, 2000.
Certain reclassifications have been made to the 2000 financial statements in
order to conform to the 2001 financial statement presentation.
NOTE A -- EARNINGS PER SHARE
Earnings per share is computed using the weighted average number of common
shares and common share equivalents outstanding. Common share equivalents
consist of stock options and are calculated using the treasury stock method.
NOTE B -- REVENUES FROM MAJOR CLIENTS
Revenues from clients which represented ten percent or more of total revenue are
as follows:
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THREE MONTHS ENDED MARCH 31,
--------------------------------------------------------------------------------
2001 2000
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(IN THOUSANDS)
--------------------------------------------------------------------------------
AMOUNT PERCENT OF TOTAL AMOUNT PERCENT OF TOTAL
----------------- ---------------- ----------------- ----------------
Ford Motor Company.................. $ 10,505 41.1% $ 8,938 28.0%
DaimlerChrysler..................... 4,752 18.6% 6,200 19.4%
GE TechTeam, L.P.................... - -% 4,865 15.2%
NOTE C -- Legal Proceedings
Refer to Part II, Item 1 for a description of legal proceedings.
NOTE D -- Stock Repurchase Programs
In May of 2000, the Company announced a stock repurchase program to repurchase
up to 2,000,000 shares of common stock. In October of 2000, the Company extended
this program to repurchase an additional 2,000,000 shares. During 2000 the
Company repurchased 2,790,450 shares for $9,069,000 under this program. During
the quarter ended March 31, 2001 the Company repurchased an additional 229,000
shares for $609,000 under this program.
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NATIONAL TECHTEAM, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE E -- SEGMENT REPORTING
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CORPORATE SERVICES
---------------------------------------------------------------
CORPORATE OEM CALL
HELP DESK TECHNICAL SYSTEMS TRAINING CENTER LEASING
SERVICES STAFFING INTEGRATION PROGRAMS TOTAL SERVICES OPERATIONS TOTAL
------------ ---------- ------------- ---------- ------- ---------- ------------ -------
(IN THOUSANDS)
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Three months ended
March 31, 2001
Revenues............ $ 12,889 $ 4,368 $ 1,669 $ 717 $ 19,643 $ 124 $ 5,747 $ 25,514
Gross profit........ 3,776 851 587 85 5,299 57 591 5,947
Depreciation and
amortization.... 509 106 4 24 643 - 4,648 5,291
Expenditures for
property......... 368 67 2 - 437 - - 437
Three months ended
March 31, 2000
Revenues............ $ 12,088 $ 4,455 $ 3,419 $ 819 $ 20,781 $ 4,865 $ 6,331 $ 31,977
Gross profit (loss). 3,548 722 432 52 4,754 165 1,360 6,279
Depreciation and
amortization.... 194 72 7 13 286 67 4,971 5,324
Expenditures for
property........ 1,114 614 8 - 1,736 - - 1,736
Segment Assets
March 31, 2001 $ 15,845 $ 4,739 $ 1,458 $ 840 $ 22,882 $ 222 $ 39,654 $ 62,758
December 31, 2000 12,090 4,439 2,501 1,049 20,079 1,049 45,732 66,860
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NATIONAL TECHTEAM, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- MARCH 31, 2001
(UNAUDITED)
NOTE E -- SEGMENT REPORTING (continued)
A reconciliation of the totals reported for the operating segments to the
applicable line item in the consolidated financial statements is as follows:
--------------------------------------------------------------------------------
THREE MONTHS ENDED
MARCH 31,
---------------------------------
2001 2000
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(IN THOUSANDS)
Depreciation and amortization
Total for reportable segments..................... $ 5,291 $ 5,324
Corporate assets.................................. 842 1,127
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Total depreciation and amortization............ $ 6,133 $ 6,451
=============== ===============
MARCH 31, DECEMBER 31,
2001 2000
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(IN THOUSANDS)
Assets
Total assets for reportable segments.............. $ 62,758 $ 66,860
Corporate assets.................................. 33,351 33,914
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Total assets................................... $ 96,109 $ 100,774
=============== ===============
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NATIONAL TECHTEAM, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain of the statements contained in this report that are not historical facts
are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. Our actual results may differ materially from those
included in the forward-looking statements. We caution readers not to place
undue reliance on these forward-looking statements, which reflect management's
opinions only as of the date hereof. We do not undertake an obligation to revise
or publicly release the results of any revisions to these forward-looking
statements. You should carefully review the risk factors described in other
documents the Company files from time to time with the SEC, including the Annual
Report on Form 10-K for the year ended December 31, 2000.
OVERVIEW
NATIONAL TECHTEAM, INC. ("TechTeam" or "Company") is a provider of technology
and knowledge management support solutions and services to Fortune 1000,
multinational companies and governments worldwide. The core services provided by
TechTeam are its integrated help desk support services. TechTeam also provides
technical staffing, systems integration, and training services. TechTeam
provides these support services in Europe through its subsidiaries, TechTeam
Europe, NV/Sa; TechTeam Europe, Ltd.; and TechTeam Europe, GmbH.
CORPORATE SERVICES
TechTeam's Corporate Services primarily consist of corporate help desk services,
technical staffing, systems integration, and training programs.
HELP DESK SERVICES
TechTeam provides customized help desk solutions, which provide corporate end
users with around-the-clock technical support provided either from the client's
facilities or from TechTeam's help desk sites. TechTeam supports the full range
of a client's IT infrastructure, from network environments to computing systems,
and shrink-wrap to advanced proprietary and acquired application systems.
TechTeam follows a "single point of contact" (SPOC) model to enable corporations
to consolidate their incident resolution support functions into one centralized
help desk. TechTeam's technicians are specially trained in the customer's
products and applications to diagnose problems and answer technical questions.
The Company's technicians answer questions and diagnose technical problems
ranging from simple error messages to wide area network failures. If the
technician is not able to resolve the problem with the end user over the phone,
the call is escalated to the appropriate resource to solve the problem. Data
collected by TechTeam technicians show trends in IT usage and trouble spots.
TechTeam implements root cause analysis on the data to identify the cause(s) of
problem areas. From this analysis, TechTeam can recommend to its clients other
solutions to reduce the cost of operating their IT infrastructure.
In line with its focus on help desk solutions, the Company has developed an
integrated, Internet-based, help desk technology tool, called TechTeam's Support
Portal. From the Support Portal web site, an individual seeking support may
access a knowledgebase to obtain a solution to their problem, use self-healing
software to solve the problem, submit a problem for resolution to a support
technician, or check the status of their help desk incident. TechTeam's
proprietary call tracking tool, the Global Call Center, has been integrated with
robust knowledge management and solution products licensed from Broadbase
Software, Inc. and Motive Communications, Inc. TechTeam's customer management is
able to access detailed performance reports and other management tools. The
Company believes that the Support Portal's knowledge management, data analytics,
computer diagnostics and tracking technology will help to increase the Company's
efficiency in providing support, improve the end user's experience with the help
desk, and enable TechTeam's customers to benefit from lower cost and improved
efficiency of their users.
The Company has deployed the technology internally, and is currently in the
process of deploying the Support Portal
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to certain of its existing customers. The Support Portal is an important part of
its help desk solutions provided to new customers, and in its sales efforts.
The Company operates major help desks in the United States from its Southfield,
Michigan and Davenport, Iowa locations. From its facility in Brussels, Belgium,
TechTeam provides multi-lingual help desk support for its customers in as many
as 12 languages. TechTeam also provides these services from its customers'
sites.
TECHNICAL STAFFING
The Company maintains a staff of trained technical personnel to provide computer
and technical support to its clients at the clients' facilities. The Company
recruits a technically proficient employee base. TechTeam enhances its
employees' proficiency by providing access to extensive technical training
programs. Training in new Internet technology, in advanced operating systems
like Windows NT and Unix, and sophisticated applications such as SAP and
PeopleSoft, allows TechTeam to provide its clients with highly skilled
professionals, trained and certified in the latest technology.
SYSTEMS INTEGRATION
TechTeam provides systems integration and implementation services from project
planning and management, to full-scale network server and workstation
installations. TechTeam performs a wide range of maintenance services to the
client ranging from desk-side support to network monitoring.
TRAINING
The Company provides custom training and documentation solutions that include a
wide spectrum of options including computer based training, distance learning,
course catalogs, instructional design consultants, customized course materials,
certified trainers, evaluation options, desk-side tutorials, and custom reports.
TechTeam is a manufacturer-authorized training provider for many products
including Sun Microsystems. The Company also offers training on other industry
leading software such as Microsoft, Novell and others. A significant portion of
the Company's training revenues is generated from the SUN certification program.
OEM SERVICES AND EQUIPMENT LEASING
In August 2000, TechTeam sold its interest in GE TechTeam LP to GE Warranty
Management, Inc. As a result of this sale, TechTeam provided personnel to the
new ownership through December 31, 2000, when TechTeam's employees providing OEM
support through GE TechTeam LP were transitioned to the new owner. TechTeam
continues to look in the OEM industry for business opportunities.
TechTeam Capital Group, L.L.C. (Capital Group) previously wrote leases for
computer, telecommunications, and other types of capital equipment, with initial
lease terms ranging from 2 to 5 years. Effective March 31, 2000, TechTeam
restructured Capital Group. At that time, the majority of the Capital Group
staff was terminated, and Capital Group ceased looking for new leasing
opportunities. Capital Group is currently running out its lease portfolio. With
the exception of renewals, the portfolio will run off in approximately three
years.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO MARCH 31, 2000
Revenues decreased 20% to $25.5 million from $32.0 million. The decrease
resulted from revenue decreases in OEM Call Center Services of $4.7 million,
system integration revenues of $1.8 million, and leasing operations revenue of
$0.6 million, offset by revenue increases in corporate help desk services of
$0.8 million. OEM Call Center revenues were down due to the Company selling its
interest in the GE Joint Venture and ceasing to provide personnel services to
the new owner of the Joint Venture in 2000. Systems integration revenues
decreased due to non-recurring revenue related to upgrading the computer systems
of a local government in 2000. Leasing revenues decreased due to the Company's
decision to cease looking for new leasing opportunities. Corporate help desk
revenues increased due to continued expansion of global help desk services at
Ford Motor Company and additional revenues generated by the Belgium call center
office.
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Gross profit increased as a percentage of sales to 23.3% from 19.6%. The
increase was due to the non-recurrence of low margin OEM call center services
provided to the GE Joint Venture and low margin system integration business
provided to a local government in 2000.
Selling, General and Administrative expenses remained consistent at $5.3
million.
Interest expense decreased due to less debt related to leasing operations.
Interest income increased due to an improved cash position, which resulted from
the Company's decision to no longer underwrite new lease business.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow Provided from Operations
Cash flow provided from operating activities was $5.4 million for the three
months ended March 31, 2001. Cash flow provided was primarily due to earnings,
combined with $6.1 million of non-cash depreciation and amortization expense
mainly related to the leasing operations and a net decrease of $1.1 million in
operating assets and liabilities.
Cash Flow Used by Investing Activities
Cash flow used by investing activities was $3.1 million. The Company used $3.7
million to invest in short term securities and $0.6 million to purchase computer
equipment and software to develop the Company's portal technology offset by cash
provided through the sale of $1.1 million of assets coming off lease.
Cash Flow Used in Financing Activities
Cash flow used by financing activities was $3.6 million. The Company reduced
debt by $2.9 million and used $0.6 million to repurchase Company stock in
accordance with the stock repurchase program.
The Company's working capital position at March 31, 2001 was $27.9 million
compared to $23.1 million at December 31, 2000.
The Company has a line-of-credit agreement with Bank One, which provides for
short-term borrowings of up to $25 million at the prime rate, the line-of-credit
is unsecured. There were no borrowings under this line at March 31, 2001.
The Company believes that cash flows from operations will continue to be
sufficient to meet its ongoing working capital needs.
PART II -- OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
The Company is a party to legal proceedings, which are routine, and incidental
to its business. Although the consequences of these proceedings are not
presently determinable, in the opinion of management, they will not have a
material adverse affect on the Company's liquidity, financial position or
results of operations.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - None
(b) Reports on Form 8-K. No reports were filed on Form 8-K during the
quarter ended March 31, 2001.
ITEMS 2, 3, 4 AND 5 ARE NOT APPLICABLE AND HAVE BEEN OMITTED
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
National TechTeam, Inc.
-----------------------
(Registrant)
Date: 05/09/01 By: /s/M. Anthony Tam
-----------------
M. Anthony Tam
President and Chief
Executive Officer
Date: 05/09/01 By: /s/Kenneth G. Shelton
---------------------
Kenneth G. Shelton
Controller
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