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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT Of 1934
For the quarterly period ended June 30, 2001
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[ ] 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 000-26991
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Anthony & Sylvan Pools Corporation
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(Exact name of registrant as specified in its charter)
Ohio 31-1522456
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6690 Beta Drive, Mayfield Village, Ohio 44143
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (440) 720-3301
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Former name, former address and former fiscal year, if changed since last
report.
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, as
amended, 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 N/A
--- --- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common shares, as of the latest practicable date.
Class Outstanding at August 7, 2001
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Common Shares, no par value 4,194,941 Shares
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ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
FORM 10-Q
FOR QUARTER ENDED JUNE 30, 2001
INDEX
Sequential
Page No.
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Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
June 30, 2001 and December 31, 2000................... 3
Unaudited Condensed Consolidated Statements
of Income -Three Months and Six Months Ended
June 30, 2001 and 2000........................... 4
Unaudited Condensed Consolidated Statements
of Cash Flows - Six Months Ended
June 30, 2001 and 2000............................ 5
Notes to Unaudited Condensed Consolidated
Financial Statements. 6-8
Independent Accountants' Report............................. 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations........... 10-13
Part II - Other Information
Item 1. Legal Proceedings................................... 14
Item 2. Changes in Securities............................... 14
Item 4. Submission of Matters to a Vote of Security
Holders............................................. 14
Item 6. Exhibits and Reports on Form 8-K.................... 14
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
June 30, December 31
2001 2000
-------- -----------
ASSETS (unaudited) (audited)
------
Current Assets:
Cash and cash equivalents ...................... $ 8,475 $ 422
Contract receivables, net ...................... 8,373 11,592
Inventories, net ............................... 5,777 5,219
Prepayments and other .......................... 1,454 1,542
Deferred income taxes .......................... 1,914 1,914
-------- --------
Total current assets ...................... 25,993 20,689
Property, Plant and Equipment, net ................... 9,533 8,674
Goodwill, net ........................................ 26,645 27,003
Deferred income taxes ................................ 939 939
Other ................................................ 2,987 2,837
-------- --------
$ 66,097 $ 60,142
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Current maturities of long-term debt ........... $ 30 $ 62
Accounts payable ............................... 9,824 6,323
Accrued expenses ............................... 17,688 12,379
Accrued income taxes ........................... 219 505
-------- --------
Total current liabilities ................. 27,761 19,269
Long-term Debt ....................................... - 1,250
Deferred Income Tax Liabilities ...................... 945 945
Other Long-term Liabilities .......................... 2,287 2,254
Commitments and Contingencies ........................ - -
Shareholders' Equity:
Serial preferred shares no par value,
1,000,000 shares authorized,
none issued ............................. - -
Common shares no par value,
29,000,000 shares authorized, 4,236,233
shares issued and outstanding at
June 30, 2001 and 4,478,224 issued
and outstanding at December 31, 2000 ..... 36,996 36,261
Treasury share equivalents,
876,870 shares at June 30, 2001
and December 31, 2000, respectively ....... (5,546) (5,546)
Retained earnings .............................. 3,654 5,709
-------- --------
Total shareholders' equity ................ 35,104 36,424
-------- --------
$ 66,097 $ 60,142
======== ========
See notes to unaudited condensed consolidated financial statements.
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ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(In thousands, except share data)
Three Months Ended Six Months Ended
June 30, June 30,
2001 2000 2001 2000
------ ------- -------- ------
Net sales.................... $ 68,685 $ 67,199 $ 94,774 $ 97,590
Cost of sales................ 47,072 46,719 68,170 70,657
------- ------- ------- -------
Gross profit............... 21,613 20,480 26,604 26,933
Operating expenses(a)........ 15,091 14,780 25,213 24,543
------- ------- ------- -------
Income from operations..... 6,522 5,700 1,391 2,390
Interest and other .......... (7) 21 139 217
------- ------- ------- --------
Income before income taxes. 6,529 5,679 1,252 2,173
Provision for income taxes... 2,345 2,373 244 1,079
------ ------- ------- ------
Net income(b).............. $ 4,184 $ 3,306 $ 1,008 $ 1,094
======== ======== ======== =======
Earnings per share:
Basic $0.99 $0.92 $.24 $.31
======= ======= ======= ======
Diluted $0.96 $0.79 $.23 $.26
======= ======= ======= ======
Average shares outstanding:
Basic 4,236 3,589 4,229 3,543
======= ======= ======= =======
Diluted 4,350 4,199 4,342 4,153
======= ======= ======= =======
(a) For operating expenses for the three-month period ended June 30, there is
no non-cash deferred compensation for the current year and $641 in
expense for the prior year. For the six months ended June 30, there is a
non-cash deferred compensation credit of $575 for the current year and an
expense of $755 for last year.
(b) For net income for the three-month period ended June 30, there is no
after-tax impact for non-cash deferred compensation for the current year
and $612 in after-tax expense for the prior year. For the six months
ended June 30, there is an after-tax non-cash deferred compensation
credit of $575 for the current year and an after-tax expense of $721 for
last year.
See notes to unaudited condensed consolidated financial statements.
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ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(Dollars in thousands)
Six Months Ended
June 30,
2001 2000
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Cash Flows from Operating Activities:
Net income ........................................ $ 1,008 $ 1,094
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization ................ 1,686 1,377
Non-cash deferred compensation ............... (575) 755
Deferred income taxes ........................ - 259
Other ........................................ 7 32
Changes in operating assets and liabilities
net of assets acquired:
Contract receivables ......................... 3,219 928
Inventories .................................. (558) (1,739)
Prepayments and other ........................ 88 90
Accounts payable ............................. 3,501 3,916
Accrued expenses and other ................... 5,023 5,404
-------- --------
Net cash provided by operating activities. 13,399 12,116
-------- --------
Cash Flows from Investing Activities:
Additions to property, plant and equipment ........ (2,197) (1,235)
Other ............................................. (117) (187)
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Net cash used in investing activities .... (2,314) (1,422)
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Cash Flows from Financing Activities:
Repayment of long term debt ....................... (1,282) (4,587)
Proceeds on exercise of stock options ............. - 20
Proceeds on issuance of shares .................... 250 570
Purchase of treasury shares ....................... (2,000) -
-------- --------
Net cash used in financing activities ..... (3,032) (3,997)
-------- --------
Net increase in cash and cash equivalents ............... 8,053 6,697
Cash and Cash Equivalents:
Beginning of period ................................... 422 533
-------- --------
End of period ......................................... $ 8,475 $ 7,230
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Supplemental Cash Flow Information:
Interest paid ................................ $ 147 $ 217
======== ========
Income taxes paid ............................ $ 530 $ 93
======== ========
See notes to unaudited condensed consolidated financial statements.
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ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
Anthony & Sylvan Pools Corporation and Subsidiaries (the "Company")
is among the largest residential in-ground concrete pool sales and
installation businesses in the United States and operates in one
business segment.
(2) INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying condensed consolidated balance sheet as of June
30, 2001 and statements of income and cash flows for the three-month
and six-month periods ended June 30, 2001 and 2000 are unaudited. In
the opinion of management, these interim unaudited condensed
consolidated financial statements have been prepared on the same basis
as the audited financial statements for the year ended December 31,
2000 and include all adjustments, consisting of only normal and
recurring adjustments, necessary for the fair presentation of the
interim period. The disclosures in the notes related to these interim
unaudited condensed consolidated financial statements are also
unaudited. The unaudited condensed consolidated statements of income
for the three-month and six-month period ended June 30, 2001 are not
necessarily indicative of the results to be expected for the full year.
Financial statements should be read in conjunction with the audited
financial statements included in the annual report on Form 10-K.
(3) EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding. Diluted earnings
per share are based on the combined weighted average number of common
shares outstanding including the assumed exercise or conversion of
options. The treasury stock method is used in computing diluted
earnings per share. The calculations are as follows (in thousands
except per share data):
THREE-MONTHS ENDED SIX-MONTHS ENDED
JUNE 30, JUNE 30,
2001 2000 2001 2000
------ ------ ------ ------
(UNAUDITED) (UNAUDITED)
Numerator
Net income available
to common shareholders $4,184 $3,306 $1,008 $1,094
====== ====== ====== ======
Denominator
Weighted average common
shares outstanding 4,236 3,589 4,229 3,543
Dilutive effect of
stock options 114 610 113 610
------ ------ ------ ------
Denominator for net
Income per
diluted share 4,350 4,199 4,342 4,153
====== ====== ====== ======
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Earnings per share:
Basic $ 0.99 $ 0.92 $ .24 $ .31
====== ====== ====== ======
Diluted $ 0.96 $ 0.79 $ .23 $ .26
====== ====== ====== ======
(4) CAPITAL STOCK
On May 4, 2001, the Board of Directors authorized a 10% stock
dividend to be distributed on or about May 30, 2001 to shareholders of
record on May 16, 2001. The unaudited condensed consolidated financial
statements have been retroactively restated to reflect the number of
shares outstanding following the dividend.
(5) DEBT
On August 10, 1999, the Company entered into a $35 million
revolving credit facility ("Credit Facility") with a group of banks.
The Credit Facility, secured by the assets of the Company, matures
August 10, 2002 and may be extended in one-year increments with the
approval of the bank group. The Company's borrowing capacity and
interest rates under the Credit Facility are based on its profitability
and leverage. Interest is charged at increments over either Prime or
Libor rates. In addition a 37.5 basis points commitment fee is payable
on the total amount of the unused commitment. As of June 30, 2001,
there were no outstanding borrowings under the Credit Facility and the
available borrowings were $20.1 million. The Company is in compliance
with all of its debt covenants under the Credit Facility.
(6) AMENDMENT TO THE LONG-TERM INCENTIVE PLAN FOR EMPLOYEES AND DIRECTORS
The Company amended its Long-Term Incentive Plan (the "Plan")
effective April 1, 2001 to eliminate features that required variable
accounting treatment. As a result of the amendment, the Company no
longer accounts for any portion of the Plan as a variable plan.
(7) LITIGATION
Certain claims, suits and complaints arising in the ordinary course
of business have been filed or are pending against the Company. In the
opinion of management, the results of all such matters will not have a
material adverse effect on the Company's financial position, results of
operations or liquidity.
(8) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activities," establishes accounting
and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging
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activities. The Company adopted the statement effective January 1,
2001. The adoption of SFAS No. 133 did not have a significant impact on
the financial position or results of operations of the Company because
the Company does not have derivative instruments.
In July 2001, the FASB issued Statement No. 142, Goodwill and Other
Intangible Assets, which will require that goodwill and intangible
assets with indefinite useful lives no longer be amortized, but instead
tested for impairment at least annually in accordance with the
provisions of Statement No. 142. The Company is required to adopt the
provisions of Statement No. 142 effective January 1, 2002.
At June 30, 2001, the Company has unamortized goodwill in the
amount of $26,645 which will be subject to the transition provisions of
Statement No. 142. Amortization expense related to goodwill was $368
and $365 for the six-month periods ended June 30, 2001 and 2000,
respectively. Because of the extensive effort needed to comply with
adopting statement No. 142, it is not practicable to reasonably
estimate the impact of adopting this statement on the Company's
financial statements at the date of this report, including whether it
will be required to recognize any transitional impairment losses as the
cumulative effect of a change in accounting principle.
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INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Shareholders of
Anthony & Sylvan Pools Corporation and subsidiaries
We have reviewed the accompanying condensed consolidated balance sheet of
Anthony & Sylvan Pools Corporation and subsidiaries (the "Company") as of June
30, 2001, and the related condensed consolidated statements of operations and
cash flows for the three-month and six-month periods ended June 30, 2001. These
condensed consolidated financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements referred
to above for them to be in conformity with accounting principles generally
accepted in the United States of America.
The financial statements for the year ended December 31, 2000, were audited by
other accountants and they expressed an unqualified opinion on them in their
report dated March 28, 2001, but they have not performed any auditing procedures
since that date.
KPMG LLP
July 26, 2001
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
THREE MONTHS ENDED JUNE 30, 2001 COMPARED WITH
THREE MONTHS ENDED JUNE 30, 2000
Net sales of $68.7 million for the three-months ended June 30, 2001 increased
2.2% from $67.2 million for the same period in 2000. The increase was primarily
attributable to increases in average selling prices compared with a year
earlier, offsetting a decline in unit production as a result of weaker demand
patterns that started at the beginning of the year.
Gross profit increased $1.1 million to $21.6 million in 2001 from $20.5 million
in 2000, partly as a result of the increase in net sales. Gross profit, as a
percentage of sales for the three months increased from 30.5% of net sales to
31.5% as a result of increases in average selling prices and cost reductions
arising from cost control initiatives.
Operating expenses, consisting of selling and administrative expenses, increased
by $0.3 million to $15.1 million in 2001 from $14.8 million in 2000. As a
percentage of sales, operating expenses were constant at 22.0% in both 2001 and
2000. Operating expenses in 2000 include $0.6 million of non-cash deferred
compensation expense related to the Company's long-term incentive plan. The plan
was amended effective April 1, 2001 and as a result, no deferred compensation
expense was recorded in the second quarter of 2001.
The effective tax rate decreased from 41.8% in 2000 to 35.9% in 2001 as a result
of the decrease in non-cash deferred compensation, which is not included for tax
purposes.
As a result of the above items, net income for the three month period increased
from $3.3 million in 2000 to $4.2 million in 2001. Net income per diluted share
increased $0.17 per share to $0.96 in 2001. On a pro-forma basis, excluding the
impact of non-cash deferred compensation, net income and earnings per share for
the three-month period ended June 30, 2001 are the same as the reported income
and earnings per share, with net income rising 6.8% over last year's pro-forma
net income of $3.9 million, and diluted earnings per share increasing 3.2% over
pro-forma diluted earnings per share of $0.93 for the same period last year.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED WITH
SIX MONTHS ENDED JUNE 30, 1999
Net sales of $94.8 million for the six-months ended June 30, 2001 decreased 2.9%
from $97.6 million for the same period in fiscal 2000. The decrease was
primarily attributable to a decrease in unit production partially offset by
increases in average selling prices.
Gross profit decreased $0.3 million to $26.6 million in 2001 from $26.9 million
in 2000 as a result of the decrease in net sales. Gross profit as a percentage
of sales for the six months increased from 27.6% of net sales to 28.1% as a
result of increases in average selling prices and cost reductions arising from
cost control initiatives.
Operating expenses, consisting of selling and administrative expenses increased
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$0.7 million to $25.2 million in 2001 from $24.5 million in 2000. As a
percentage of sales, operating expenses increased from 25.1% in 2000 to 26.6% in
2001. The percentage of sales increase was attributable to a combination of the
reduction in sales and higher administrative expenses related to improvements in
the Company's infrastructure and operating methods. Operating expenses in 2000
include $0.8 million of non-cash deferred compensation expense related to the
Company's long-term incentive plan compared with a credit of $0.6 million in
2001.
The effective tax rate decreased from 49.7% in 2000 to 19.5% in 2001, primarily
as a result of the decrease in non-cash deferred compensation related to the
Company's long-term incentive plan. This item is not included for tax purposes.
As a result of the above net income for the six month period decreased $0.1
million to $1.0 million in 2001. Net income per diluted share, decreased $0.03
per share to $0.23. On a pro-forma basis, excluding the impact of non-cash
deferred compensation, pro-forma net income of $0.4 million, or $0.10 per share
for the six months ended June 30, 2001, compares with pro-forma net income of
$1.8 million, or $0.44 per share, for the same period last year.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operating activities was $13.4 million for the six months ended
June 30, 2001 compared with $12.1 million in 2000. The increase was primarily
attributable to the collection of contract receivables. Cash used in investing
activities increased from $1.4 million in the prior year to $2.3 million in the
current year primarily as a result of the Company's investment in computers and
related software.
The excess of cash from operating activities over cash used in investing
activities of $11.1 million was used to acquire $2.0 million of treasury shares
under the Company's share buyback program, repay long-term debt of $1.3 million
and increase cash balances.
On August 10, 1999, the Company entered into a $35 million revolving credit
facility ("Credit Facility") with a group of banks. The Credit Facility, secured
by the assets of the Company, matures August 10, 2002 and may be extended in
one-year increments with the approval of the bank group. The Company's borrowing
capacity and interest rates under the Credit Facility are based on its
profitability and leverage. Interest is charged at increments over either Prime
or Libor rates. In addition, a 37.5 basis points commitment fee is payable on
the total amount of the unused commitment. As of June 30, 2001, there were no
outstanding borrowings under the Credit Facility and the available borrowings
were $20.1 million. The Company is in compliance with all of its debt covenants
under the Credit Facility.
The Company believes that existing cash and cash equivalents, internally
generated funds and funds available under its line of credit will be sufficient
to meet its needs.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company is exposed to various market risks, including changes in pricing of
equipment, materials and contract labor, and interest rates. Market risk is the
potential loss arising from adverse changes in market rates and prices, such as
commodity prices and interest rates. The Company does not enter into financial
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instruments to manage and reduce the impact of some of these risks. Further, the
Company does not enter into derivatives or other financial instruments for
trading or speculative purposes.
The Company is exposed to cash flow risk arising out of changes in interest
rates with respect to its long-term debt. Information with respect to the
Company's principal cash flows and weighted average interest rate calculations
on long-term debt at June 30, 2001 is included in the Unaudited Condensed
Consolidated Financial Statements.
The Company's financial results have been impacted by fluctuations in its stock
price, as a portion of the Company's Long-Term Incentive Plan was treated as a
variable versus a fixed stock option award plan. The plan was amended in April
2001, resulting in the Company no longer accounting for any portion of the plan
as a variable plan.
CYCLICALITY AND SEASONALITY
The Company believes that the swimming pool leisure industry is strongly
influenced by general economic conditions and tends to experience periods of
decline during economic downturns. Since the majority of the Company's swimming
pool installation purchases are financed, pool sales are particularly sensitive
to interest rate fluctuations and the availability of credit. A sustained period
of high interest rates could result in declining sales, which could have a
material adverse effect on The Company's financial condition and results of
operations.
Historically, approximately 70% of the Company's revenues have been generated in
the second and third quarters of the year, the peak season for swimming pool
installation and use. Conversely, the Company typically incurs net losses during
the first and fourth quarters of the year. Unseasonably cold weather or
extraordinary amounts of rainfall during the peak sales season can significantly
reduce pool purchases. In addition, unseasonably early or late warming trends
can increase or decrease the length of the swimming pool season, significantly
affecting sales and operating profit.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities," establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts and for hedging activities. The Company adopted the
statement effective January 1, 2001. The adoption of SFAS No. 133 did not have a
significant impact on the financial position or results of operations of the
Company because the Company does not have derivative instruments.
In July 2001, the FASB issued Statement No. 142, Goodwill and Other Intangible
Assets, which will require that goodwill and intangible assets with indefinite
useful lives no longer be amortized, but instead tested for impairment at least
annually in accordance with the provisions of Statement No. 142. The Company is
required to adopt the provisions of Statement No. 142 effective January 1, 2002.
At June 30, 2001, the Company has unamortized goodwill in the amount of $26,645
which will be subject to the transition provisions of Statement No. 142.
Amortization expense related to goodwill was $368 and $365 for the six-month
periods ended June 30, 2001 and 2000, respectively. Because of the extensive
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effort needed to comply with adopting Statement No. 142, it is not practicable
to reasonably estimate the impact of adopting this statement on the Company's
financial statements at the date of this report, including whether it will be
required to recognize any transitional impairment losses as the cumulative
effect of a change in accounting principle.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No change
ITEM 2. CHANGES IN SECURITIES
No change
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Amendment No. 1 dated as of December 20, 1999 to the
Credit Agreement dated as of July 8, 1999 among
Anthony and Sylvan Pools Corporation and the Lending
Institutions - National City Bank, Huntington
National Bank and Firstar Bank, N.A.
10.2 Amendment No. 2 dated as of May 4, 2001 to the Credit
Agreement dated as of July 8, 1999 among Anthony and
Sylvan Pools Corporation and the Lending Institutions
- National City Bank, Huntington National Bank and
Firstar Bank, N.A.
(b) Reports on Form 8-K
The following reports on Form 8-K were filed with the
Securities and Exchange Commission during the quarter ended
June 30, 2001:
Item 4. Change in Registrant's Certifying Accountant dated
June 8, 2001.
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SIGNATURE
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.
Anthony & Sylvan Pools Corporation
(Registrant)
Stuart D. Neidus
----------------------------------------
STUART D. NEIDUS
Chairman and Chief Executive Officer
(Principal Executive Officer)
William J. Evanson
-----------------------------------------
WILLIAM J. EVANSON
Executive Vice President
and Chief Financial Officer
(Principal Accounting Officer)
Date: August 13, 2001
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