SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q (Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
_________________________
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________________ to
_________________________
Commission file number 0-25226
________________________________
EMERSON RADIO CORP.
____________________________________
(Exact name of registrant as specified in its charter)
DELAWARE 22-3285224
__________________ ________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9 Entin Road Parsippany, New Jersey 07054
________________________________________________________________________________
(Address of principal executive offices) (Zip code)
(973)884-5800
________________________________________
(Registrant's telephone number, including area code)
________________________________________________________________________________
(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 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
Indicate the number of shares outstanding of common stock as of November
10, 2000: 31,275,082.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except earnings per share data)
Three Months Ended Six Months Ended
September 30, October 1, September 30, October 1,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Net revenues $ 97,956 $ 55,531 $ 179,783 $98,978
Costs and expenses:
Cost of sales 85,245 49,409 156,655 87,680
Other operating costs and
expenses 892 877 2,622 1,650
Selling, general & administrative
expenses 5,422 3,563 10,111 7,427
------ ------ ------- ------
91,559 53,849 169,388 96,757
------ ------ ------- ------
Operating income 6,397 1,682 10,395 2,221
Equity in earnings(loss) of
affiliate (51) 42 (208) 501
Interest expense, net (485) (619) (1,003) (1,193)
------- ------- -------- -------
Income before income taxes 5,861 1,105 9,184 1,529
Provision for income taxes 743 250 1,021 259
------- ------- --------- -------
Net income $ 5,118 $ 855 $ 8,163 $ 1,270
======== ======= ========= =========
Net income per common share
Basic $ .15 $ .02 $ .21 $ .03
======== ======= ========= ========
Diluted $ .13 $ .02 $ .19 $ .02
======== ======= ========= ========
Weighted average number of
common shares outstanding
Basic 33,867 47,828 38,833 47,828
======= ====== ======= =======
Diluted 42,277 55,916 46,950 55,916
======= ====== ======= =======
The accompanying notes are an integral part of the interim consolidated
financial statements.
</TABLE>
<PAGE>
EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
September 30, March 31,
2000 2000
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 7,354 $ 8,539
Available for sale securities 9 37
Accounts receivable (less allowances of
$4,085 and $3,977, respectively) 7,779 4,756
Other receivables 817 4,027
Inventories 20,318 14,384
Prepaid expenses and other current assets 1,749 2,653
------- -------
Total current assets 38,026 34,396
Property and equipment - (net of
accumulated depreciation and amortization
of $3,635 and $3,402, respectively) 1,020 1,034
Investment in affiliates and joint venture 21,056 20,277
Other assets 2,197 2,289
-------- ---------
Total Assets $ 62,299 $ 57,996
======== =========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities:
Notes payable $ 2,167 $ 2,914
Current maturities of long-term debt 93 97
Accounts payable and other current
liabilities 21,480 16,499
Accrued sales returns 6,166 4,897
Income taxes payable 1,049 135
------- -------
Total current liabilities 30,955 24,542
Long-term debt, less current maturities 20,750 20,750
Other non-current liabilities 90 141
Shareholders' Equity:
Preferred shares - 10,000,000
shares authorized, 3,677
shares issued and outstanding 3,310 3,310
Common shares - $.01 par value, 75,000,000
shares authorized; 51,331,615 shares
issued; 31,200,082 and 46,477,615 shares
outstanding 513 513
Capital in excess of par value 113,289 113,289
Cumulative translation adjustment (80) (76)
Unrealized loss on marketable securities (28) --
Accumulated deficit (93,308) (101,445)
Treasury stock, at cost 20,131,533 and
4,854,000 shares, respectively (13,192) (3,028)
-------- ---------
Total shareholders' equity 10,504 12,563
-------- ---------
Total Liabilities and Shareholders' Equity $ 62,299 $ 57,996
========== ==========
The accompanying notes are an integral part of the interim
consolidated financial statements.
<PAGE>
EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Six Months Ended
September 30, October 1,
2000 1999
Cash Flows from Operating Activities:
Net cash provided (used) by operating
activities $ 11,125 $ (2,268)
--------- --------
Cash Flows from Investing Activities:
Investment in Affiliate (1,097) --
Other ( 247) (676)
-------- ---------
Net cash used by investing
activities (1,344) (676)
-------- ---------
Cash Flows from Financing Activities:
Purchase of Common Stock (10,164) --
Net borrowings (repayments) under Line
of Credit (747) 1,880
Other (55) 11
-------- ---------
Net cash (used) provided by financing
activities (10,966) 1,891
-------- ---------
Net decrease in cash and cash equivalents (1,185) (1,053)
Cash and cash equivalents at beginning of year 8,539 3,100
------- ------
Cash and cash equivalents at end of period $ 7,354 $ 2,047
======= =======
The accompanying notes are an integral part of the interim
consolidated financial statements.
<PAGE>
EMERSON RADIO CORP. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BUSINESS
The unaudited interim consolidated financial statements reflect all normal
and recurring adjustments that are, in the opinion of management, necessary to
present a fair statement of Emerson Radio Corp.'s (the "Company" or "Emerson")
consolidated financial position as of September 30, 2000 and the results of
operations for the three and six month periods ended September 30, 2000 and
October 1, 1999. The unaudited interim consolidated financial statements have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission and accordingly do not include all of the disclosures
normally made in the Company's annual consolidated financial statements. It is
suggested that these unaudited interim consolidated financial statements be read
in conjunction with the consolidated financial statements and notes thereto for
the fiscal year ended March 31, 2000 ("Fiscal 2000"), included in the Company's
Annual Report on Form 10-K.
The consolidated financial statements include the accounts of the Company
and all of its majority owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation. The preparation
of the unaudited interim consolidated financial statements requires management
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes; actual results could materially
differ from those estimates.
Due to the seasonal nature of the Company's consumer electronics business,
the results of operations for the three and six month periods ended September
30, 2000 are not necessarily indicative of the results of operations that may be
expected for any other interim period or for the full year ending March 31, 2001
("Fiscal 2001").
The management of the Company considers the Company to have one reportable
segment, consumer electronics, and assesses performance on a single segment
basis.
For Fiscal 2000, and prior year, the Company's financial reporting periods
ended the Friday closest to the calendar quarter. Beginning in Fiscal 2001, the
Company changed its financial reporting year to end March 31 and the quarters to
end on the last day of the month. Such change in the Company's financial
reporting year will not have a material effect on the Company's results of
operations.
<PAGE>
NOTE 2 - COMPREHENSIVE INCOME
The Company's comprehensive income for the three and six month periods
ended September 30, 2000 and October 1, 1999 are as follows (in thousands):
<TABLE>
Three Months Ended Six Months Ended
September October September October
30, 2000 1, 1999 30, 2000 1, 1999
<S> <C> <C> <C> <C>
Net Income $ 5,118 $ 855 $ 8,163 $ 1,270
Currency translation adjustment (3) 4 (4) 4
Unrealized losses on securities, net (8) (119) ( 28) (367)
------- ------- -------- --------
Comprehensive income $ 5,107 $ 740 $ 8,131 $ 907
======== ======== ========= =========
</TABLE>
NOTE 3 - EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share (in thousands, except per share amounts):
<TABLE>
<CAPTION>
For the Three For the Six
Months Ended Months Ended
September October September October
30, 2000 1, 1999 30, 2000 1, 1999
Numerator:
<S> <C> <C> <C> <C>
Net income $ 5,118 $ 855 $ 8,163 $ 1,270
Less: preferred stock dividends 13 26 26 52
-------- ------ -------- --------
Numerator for basic earnings per
share - income available to
common stockholders 5,105 829 8,137 1,218
Add back to effect assumed conversions:
Preferred stock dividends 13 26 26 52
Interest on convertible debentures 441 -- 882 --
-------- ------ -------- --------
Numerator for diluted earnings
per share $ 5,559 $ 855 $ 9,045 $ 1,270
======== ======= ======== ========
Denominator:
Denominator for basic earnings
per share - weighted average
shares 33,867 47,828 38,833 47,828
Effect of dilutive securities:
Preferred shares 2,620 8,088 2,620 8,088
Convertible debentures 5,204 -- 5,204 --
Options and warrants 586 -- 293 --
------- ------- -------- --------
Denominator for diluted earnings
per share - adjusted weighted
average shares and assumed
conversions 42,277 55,916 46,950 55,916
========== ======= ======== =======
Basic earnings per share $ .15 $ .02 $ .21 $ .03
========== ======= ======== =======
Diluted earnings per share $ .13 $ .02 $ .19 $ .02
========== ======= ======== =======
</TABLE>
<PAGE>
NOTE 4- CAPITAL STRUCTURE
The outstanding capital stock of the Company at September 30, 2000
consisted of common stock and Series A convertible preferred stock. The
preferred shares are convertible to common shares until March 31, 2002.
During the quarters ended September 30, 2000 and October 1, 1999, there
were no conversions of Series A Preferred Stock. If all existing outstanding
preferred shares were converted at September 30, 2000, approximately 2.6 million
additional common shares would be issuable. The dividend rates on the Series A
Preferred Stock at September 30, 2000 and October 1, 1999 were 1.4% and 2.8%,
with $964,000 and $879,000 of dividends in arrears, respectively. The dividend
rate is 1.4% until March 31, 2001 at which time no further dividends are
payable.
At September 30, 2000, the Company had outstanding approximately 1.7
million options with exercise prices ranging from $1.00 to $1.10, and
approximately 987,000 warrants at conversion prices ranging between $1.30 and
$4.00.
The Company also has outstanding approximately $20.8 million of Senior
Subordinated Convertible Debentures due in 2002. See "Note 8 - Long Term Debt".
NOTE 5 - INCOME TAXES
Income tax provisions for the quarterly periods ended September 30, 2000
and October 1, 1999 consisted of taxes related to international operations.
As of March 31, 2000 the Company had federal net operating loss
carryforwards of approximately $130.8 million that expire between 2006 and 2019.
The utilization of such losses are limited based on Sections 382 and 383 of the
Internal Revenue Code.
NOTE 6 - INVENTORY
Inventories are comprised primarily of finished goods which are stated at
the lower of cost (first-in, first-out) or market.
NOTE 7 - INVESTMENT IN SPORT SUPPLY GROUP, INC.
At September 30, 2000 the Company owned 2,656,800 (37% of the outstanding)
shares of common stock of Sport Supply Group, Inc. ("SSG") at a total cost of
$17,666,000, of which 2,269,500 shares were purchased in 1996 and the balance of
the shares were purchased subsequently. In addition, the Company owns warrants
to purchase an additional one million shares of SSG's common stock for $7.50 per
share ("SSG Warrants") which the Company purchased in 1996 at an aggregate cost
<PAGE>
of $500,000. If the Company exercises all of the SSG Warrants, it will
beneficially own approximately 44% of the SSG common shares. The warrants are
scheduled to expire in December 2001. Effective March 1997, the Company entered
into a Management Services Agreement with SSG, under which various managerial
and administrative services are provided between the companies for a fee.
The investment in, and results of operations of, SSG are accounted for by
the equity method. As of the date of this filing, SSG has not reported its
results of operations for the fiscal year ending September 30, 2000.
Accordingly, the Company recorded a best estimate for the equity in earnings
(loss) of SSG for the quarter ended September 30, 2000, which was recorded on
the selling, general & administrative line of the Company's Consolidated
Statements of Operations, so as not to disclose another public company's
earnings. Only amortization of goodwill was recorded on the equity in earnings
(loss) of affiliate line of the Company's Consolidated Statements of Operations
for the quarter ending September 30, 2000. The Company's investment in SSG
includes goodwill of $7,355,000 which is being amortized on a straight line
basis over 40 years. Summarized financial information derived from the annual
and quarterly financial reports as filed by SSG with the Securities and Exchange
Commission was as follows (in thousands):
<TABLE>
<CAPTION>
(Unaudited)
June 30, 2000 March 31, 2000
<S> <C> <C>
Current assets $ 46,482 $ 50,488
Property, plant and equipment and
other assets 28,103 30,158
Current liabilities 12,920 38,450
Long-term debt 20,033 252
Stockholders' Equity 41,632 41,945
(Unaudited)
For the 3 Months For the 3 Months
Ended Ended
June 30, 2000 July 2, 1999
Net sales $ 29,045 $ 26,310
Gross profit 9,400 10,717
Net (loss) income (329) 1,759
</TABLE>
NOTE 8 -LONG TERM DEBT
As of September 30, 2000 and March 31, 2000, long-term debt consisted of
the following (in thousands of dollars):
September 30, March 31,
2000 2000
8-1/2% Senior Subordinated Convertible
Debentures Due 2002 $20,750 $20,750
Equipment notes and other 93 97
------- ------
20,843 20,847
Less current obligations 93 97
------ ------
Long term debt $20,750 $20,750
======= =======
<PAGE>
The Senior Subordinated Convertible Debentures Due 2002 ("Debentures") were
issued in August 1995. The Debentures bear interest at the rate of 8-1/2% per
annum, payable quarterly, and mature on August 15, 2002. The Debentures are
convertible into shares of the Company's common stock at any time prior to
redemption or maturity at an initial conversion price of $3.9875 per share,
subject to adjustment under certain circumstances. The Debentures are presently
redeemable in whole or in part at the Company's option at a redemption price of
102% of principal, decreasing by 1% per year until maturity. The Debentures are
subordinated to all existing and future senior indebtedness (as defined in the
Indenture governing the Debentures). The Debentures restrict, among other
things, the amount of senior indebtedness and other indebtedness that the
Company and, in certain instances, its consolidated subsidiaries, may incur.
Each Debenture holder has the right to cause the Company to redeem the
Debentures if certain designated events (as defined) should occur. The
Debentures are subject to certain restrictions on transfer, although the Company
has registered the offer and sale of the Debentures and the underlying common
stock.
NOTE 9 --LEGAL PROCEEDINGS
The Company is involved in a number of legal proceedings and claims of
various types in the ordinary course of its business. While any such litigation
to which the Company is a party contains an element of uncertainty, management
presently believes that the outcome of each such proceeding or claim which is
pending or known to be threatened, or all of them combined, will not have a
material adverse effect on the Company's consolidated financial position.
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition
Results of Operations
Net Revenues Consolidated net revenues for the three and six month periods
ended September 30, 2000 increased $42.4 million (76.4%) and $80.8 million
(81.6%) as compared to the same periods in the fiscal year ended March 31, 2000
("Fiscal 2000"), respectively. The increase in revenues for the three and six
month periods ended September 30, 2000 resulted primarily from increases in unit
sales of audio products and microwave ovens, partially offset by a reduction in
unit sales of the Digital Versatile Disc (DVD) product line. The increase in
audio and microwave product sales was primarily attributable to the introduction
of new audio products, combined with customers ordering products earlier in the
year. The Company anticipates that revenues for the December quarter will be
comparable to prior years revenues in the same period.
<PAGE>
The Company reports royalty and commission revenues earned from its
licensing arrangements, covering various products and territories, in lieu of
reporting the full dollar value of such sales and associated costs. Effective
January 1, 2001 the Company's Video license agreement previously held by Daewoo
Electronics Co. Ltd. will be replaced and expanded with the agreement entered
into on October 17, 2000 with Funai Corporation.
Cost of Sales Cost of Sales, as a percentage of net revenues, was 87.0% and
87.1% for the three and six month periods ended September 30, 2000 as compared
to 89.0% and 88.6% for the same periods in Fiscal 2000, respectively. The
decrease in the cost of sales as a percentage of sales was primarily
attributable to a change in the product mix.
Other Operating Costs and Expenses Other operating costs and expenses, as a
percentage of net revenues for the three and six month periods ended September
30, 2000 were 0.9% and 1.5% as compared to 1.6% and 1.7% for the same periods in
Fiscal 2000. The decrease in other operating costs and expenses was primarily
attributable to the effect of a higher sales base.
Selling, General and Administrative Expenses ("S,G&A") S,G&A as a
percentage of net revenues decreased from 6.4% to 5.5% and 7.5% to 5.6% for the
three and six months ended September 30, 2000, as compared to the same period in
Fiscal 2000, respectively. The decrease in S,G&A as a percentage of net revenues
was primarily attributable to the effect of a higher sales base. In absolute
terms, S,G&A increased by $1.9 million and $2.7 million for the three and six
months ended September 30, 2000. The increase in absolute terms for the three
and six month periods ended September 30, 2000 was the result of an increase in
advertising and compensation costs, partially offset by a decrease in litigation
costs.
Equity In Earnings (Loss) Of Unconsolidated Affiliate The investment in,
and results of operations of the unconsolidated affiliate are accounted for by
the equity method. As of the date of this filing, the unconsolidated affiliate
has not reported its results of operations for the fiscal year ending September
30, 2000. Accordingly, the Company recorded a best estimate for the equity in
earnings (loss) of the affiliate for the quarter ended September 30, 2000, which
was recorded on the selling, general & administrative line of the Company's
Consolidated Statement of Operations. Only amortization of goodwill was recorded
separately in the quarter ending September 30, 2000. Earnings of the Company's
affiliate amounted to losses of $51,000 and $208,000 in the three and six month
periods ended September 30, 2000 as compared to income of $42,000 and $501,000
for the same periods in Fiscal 2000, respectively. See "Note 7 - Investment in
Sport Supply Group, Inc.".
Interest Expense, net Net interest expense decreased by $134,000 and
$190,000 in the three and six month periods ended September 30, 2000 as compared
to the same periods in Fiscal 2000, respectively. The decrease was attributable
to a decrease in short term average borrowings, and an increase in interest
income, partially offset by higher borrowing costs.
<PAGE>
Provision for income taxes Provision for income taxes, which are primarily
attributable to the Company's international operations, was $743,000 and $1
million for the three and six month periods ended September 30, 2000 as compared
to $250,000 and $259,000 for the same periods in Fiscal 2000, respectively.
Net Income As a result of the foregoing factors, the Company generated net
income of $5.1 million and $8.2 million for the three and six month periods
ended September 30, 2000, as compared to net earnings of $855,000 and $1.3
million for the same periods in Fiscal 2000, respectively.
Liquidity and Capital Resources
Net cash provided by operating activities was $11.1 million for the six
months ended September 30, 2000. Cash was provided primarily by increases in
accounts payable and the profitability of the Company and decreases in other
receivables, which were partially offset by increases in accounts receivable and
inventory.
Net cash utilized by investing activities was $1.3 million for the six
months ended September 30, 2000. Cash was utilized primarily for additional
purchases of shares in its unconsolidated affiliate.
Net cash used for financing activities was $11.0 million primarily for the
purchase of the Company's stock for treasury and the repayment of borrowings.
The Company maintains two credit facilities with a Hong Kong based bank: a
$5.0 million letter of credit facility and a $35 million back-to-back letter of
credit facility with seasonal over-advances. At September 30, 2000, there was
$4.7 million and $16.4 million, respectively, of letters of credit outstanding
under these facilities.
At present, management believes that future cash flow from operations and
its existing institutional financing noted above will be sufficient to fund all
of the Company's cash requirements for the next twelve months.
As of September 30, 2000 the Company had no material commitments for
capital expenditures.
Inflation and Foreign Currency
Neither inflation nor currency fluctuations had a significant effect on the
Company's results of operations during the three or six months ended September
30, 2000. The Company's exposure to currency fluctuations has been minimized by
the use of U.S. dollar denominated purchase orders, and by sourcing production
in more than one country. The Company purchases virtually all of its products
from manufacturers located in various Asian countries.
<PAGE>
Recent Pronouncements of the Financial Accounting Standards Board
During the second quarter of 1998 the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities." In June 1999,
the FASB issued SFAS No. 137 which deferred the effective date of SFAS No. 133
by one year. SFAS No. 133 will be effective for the Company for Fiscal 2002 and
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and
hedging activities. This new standard is not currently anticipated to have a
significant impact on the Company's financial statements based on the current
financial structure and operations of the Company.
Forward-looking Information
This report contains various forward looking statements under the Private
Securities Litigation Reform Act of 1995 (the "Reform Act") and information that
is based on Management's beliefs as well as assumptions made by and information
currently available to Management. When used in this report, the words
"anticipate", "believe", "estimate", "expect", "predict", "project", and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks, uncertainties and assumptions. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those anticipated,
expected or projected. Among the key factors that could cause actual results to
differ materially are as follows: (i) the ability of the Company to continue
selling products to its largest customers whose net revenues represented 55% and
21% of Fiscal 2000 net revenues; (ii) competitive factors such as competitive
pricing strategies utilized by retailers in the domestic marketplace that
negatively impacts product gross margins; (iii) the ability of the Company to
maintain its suppliers, primarily all of whom are located in the Far East; (iv)
the ability of the Company to comply with the restrictions imposed upon it by
its outstanding indebtedness; and (v) general economic conditions and other
risks detailed in the Company's annual report on Form 10-K for the fiscal year
ended March 31, 2000 and other reports filed with the Securities and Exchange
Commission. Due to these uncertainties and risks, readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not material.
<PAGE>
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings.
For further information on litigation to which the Company is a party,
reference is made to Part 1 Item-3-Legal Proceedings in the Company's most
recent Annual Report on Form 10-K, and on Form 8-K dated May 25, 2000.
ITEM 2. Changes in Securities and Use of Proceeds.
None
ITEM 3. Default Upon Senior Securities.
(a) None
(b) None
ITEM 4. Submission of Matters to a Vote of Security Holders.
Not Applicable.
ITEM 5. Other Information.
(a) None
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
(10)(z) License Agreement effective as of January 1, 2001 by and
between Funai Corporation and Emerson Radio Corp.*
(27) Financial Data Schedule for quarter ended September 30, 2000.*
(b) Reports on Form 8-K - During the three month period ended
September 30, 2000, no Form 8-K was filed.
____________________________
*Filed herewith.
<PAGE>
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.
EMERSON RADIO CORP.
(Registrant)
Date: November 13, 2000 /s/ Geoffrey P. Jurick
Geoffrey P. Jurick Chairman,
Chief Executive Officer and
President
Date: November 13, 2000 /s/ John P. Walker
John P. Walker
Executive Vice President and
Chief Financial Officer
