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 June 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 - 1-7525
THE GOLDFIELD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 88-0031580
(State or other jurisdiction of (IRS Employer identification no.)
incorporation or organization)
100 Rialto Place, Suite 500, Melbourne, Florida 32901
(Address of principal executive offices) (Zip code)
(321) 724-1700
(Registrant's telephone number, including area code)
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 report(s), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
There were 26,854,748 shares of common stock, par value $.10 per share,
of The Goldfield Corporation outstanding as of June 30, 2000.
<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
THE GOLDFIELD CORPORATION
And Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
June 30, December 31,
<S> 2000 1999
ASSETS
Current assets <C> <C>
Cash and cash equivalents $ 3,737,463 $ 5,719,163
Accounts receivable and
accrued billings 3,183,382 2,315,682
Current portion of notes receivable 49,599 42,383
Inventories 323,109 351,458
Costs and estimated earnings in excess
of billings on uncompleted contracts 1,940,777 139,051
Income taxes recoverable (Note 3) 16,175 --
Prepaid expenses and other current assets 683,455 535,845
Total current assets 9,933,960 9,103,582
Property, buildings and equipment, net 6,151,072 4,626,695
Notes receivable, less current portion 390,139 251,563
Deferred charges and other assets
Deferred income taxes (Note 3) 1,872,000 1,150,000
Land held for sale 275,431 385,296
Cash surrender value of life insurance 280,789 779,100
Other assets 93,500 --
Total deferred charges and other assets 2,521,720 2,314,396
Total assets $ 18,996,891 $16,296,236
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 2,724,517 $ 1,453,707
Billings in excess of costs and estimated
earnings on uncompleted contracts 96,046 59,974
Current portion of deferred gain on
installment sales 14,290 10,905
Income taxes payable (Note 3) 18,218 71,639
Total current liabilities 2,853,071 1,596,225
Deferred gain on installment sales,
less current portion 124,761 47,303
Total liabilities 2,977,832 1,643,528
Stockholders' equity
Preferred stock, $1 par value per share,
5,000,000 shares authorized;
issued and outstanding 339,407 shares
of Series A 7% voting cumulative
convertible stock 339,407 339,407
Common stock, $.10 par value per share,
40,000,000 shares authorized;
issued and outstanding 26,872,106 shares 2,687,211 2,687,211
Capital surplus 18,369,860 18,369,860
Accumulated deficit (5,358,699) (6,725,050)
Total 16,037,779 14,671,428
Less common stock in treasury, 17,358
shares, at cost 18,720 18,720
Total stockholders' equity 16,019,059 14,652,708
Total liabilities and stockholders' equity $ 18,996,891 $16,296,236
See accompanying notes to consolidated financial statements
</TABLE>
<TABLE>
THE GOLDFIELD CORPORATION
And Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
<S>
Revenue <C> <C> <C> <C>
Electrical construction $7,610,743 $5,798,170 $11,806,164 $11,376,354
Mining 793,614 712,091 1,517,515 1,093,166
Other income, net 106,788 70,164 247,128 137,405
Total revenue 8,511,145 6,580,425 13,570,807 12,606,925
Costs and expenses
Electrical construction 6,181,511 4,574,925 9,684,962 9,174,136
Mining 692,868 632,097 1,250,429 1,008,637
Depreciation and amortization 297,201 278,363 581,798 532,954
Impairment recoveries (30,418) (53,500) (30,418) (53,500)
General and administrative 947,839 367,842 1,364,290 734,354
Interest expense 3,360 -- 3,360 --
Total costs and expenses 8,092,361 5,799,727 12,854,421 11,396,581
Income from operations before
income taxes 418,784 780,698 716,386 1,210,344
Income taxes (benefit)(Note 3) (663,391) 54,824 (661,844) 89,354
Net income 1,082,175 725,874 1,378,230 1,120,990
Preferred stock dividends 5,940 5,940 11,879 11,879
Income available to common
stockholders $1,076,235 $ 719,934 $1,366,351 $ 1,109,111
Basic and diluted earnings per
share of common stock
(Note 4) $ 0.04 $ 0.03 $ 0.05 $ 0.04
Weighted average number of
common shares outstanding 26,854,748 26,854,748 26,854,748 26,854,748
See accompanying notes to consolidated financial statements
</TABLE>
<TABLE>
THE GOLDFIELD CORPORATION
And Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
<S>
Cash flows from operating
activities <C> <C> <C> <C>
Net income $1,082,175 $ 725,874 $1,378,230 $1,120,990
Adjustments to reconcile net
income to net cash provided
by (used in) operating activities
Depreciation and amortization 297,201 278,363 581,798 532,954
Deferred income taxes (722,000) -- (722,000) --
Gain on sale of property and
equipment (38,150) (19,594) (80,271) (30,390)
Gain on disposition of land
held for sale (2,924) (10,892) (33,342) (21,281)
Write off of notes receivable -- 88,197 -- 88,197
Other assets (93,500) -- (93,500) --
Cash provided from (used by) changes in
Accounts receivable and
accrued billings (563,131) (142,930) (867,700) (668,883)
Inventories 57,277 6,350 28,349 52,151
Costs and estimated earnings
in excess of billings on
uncompleted contracts (455,294) 11,725 (1,801,726) 403,240
Income taxes recoverable (5,175) -- (16,175) --
Prepaid expenses and other
current assets (62,129) (11,868) (147,610) (170,681)
Accounts payable and
accrued liabilities 1,418,512 60,746 1,270,810 (574,854)
Billings in excess of costs and
estimated earnings on
uncompleted contracts 62,285 (233,242) 36,072 (9,444)
Income taxes payable 18,218 29,762 (53,421) 39,342
Net cash provided by (used in)
operating activities 993,365 782,491 (520,486) 761,341
Cash flows from investing activities
Proceeds from the disposal of
property and equipment 38,150 13,671 127,700 70,462
Proceeds from sale of subsidiary -- 525,070 -- 525,070
Issuance of notes receivable -- (956) -- (2,648)
Proceeds from notes receivable 11,697 11,602 32,934 60,694
Purchases of property and
equipment (710,324) (507,270) (2,153,604) (964,745)
Purchase of land held for sale -- (160,023) -- (160,023)
Proceeds from sale of land
held for sale -- 19,001 45,324 31,000
Cash surrender value of
life insurance 498,311 -- 498,311 (500)
Net cash used by investing
activities (162,166) (98,905) (1,449,335) (440,690)
Cash flows from financing activities
Payments of preferred
stock dividends (5,940) (5,940) (11,879) (11,879)
Net increase (decrease) in
cash and cash equivalents 825,259 677,646 (1,981,700) 308,772
Cash and cash equivalents
at beginning of period 2,912,204 2,247,591 5,719,163 2,616,465
Cash and cash equivalents at
end of period $3,737,463 $2,925,237 $3,737,463 $2,925,237
Supplemental disclosure of cash flow
information:
Income taxes paid $ 45,565 $ 48,384 $ 129,752 $ 50,012
Interest paid -- -- -- --
Supplemental disclosure of non-cash
investing activities:
Notes receivable in partial
payment for land held for
sale $ 13,500 $ 10,000 $ 178,726 $ 10,000
Land held for sale acquired
as payment for notes and
accounts receivable -- 120,104 -- 120,104
See accompanying notes to consolidated financial statements
</TABLE>
THE GOLDFIELD CORPORATION
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
Note 1 - Basis of Presentation
In the opinion of management, the accompanying unaudited interim consolidated
financial statements include all adjustments necessary to present fairly the
financial position of the Company, the results of its operations and changes
in cash flows for the interim periods reported. These adjustments are of
a normal recurring nature. All financial statements presented herein are
unaudited. However, the balance sheet as of December 31, 1999, was derived
from the audited consolidated balance sheet. These statements should be
read in conjunction with the financial statements included in the Company's
annual report on Form 10-K for the year ended December 31, 1999. The
results of operations for the interim periods shown in this report are
not necessarily indicative of results to be expected for the fiscal year.
Note 2 - Reclassifications
Certain amounts in 1999 have been reclassified to conform to the 2000
presentation.
Note 3 - Income Taxes
The income tax provisions consisted of the following:
<TABLE>
<CAPTION>
Three Months Ended
June 30,
<S> 2000 1999
Current <C> <C>
Federal $ -- $19,000
State 58,609 35,824
58,609 54,824
Deferred
Federal (608,000) --
State (114,000) --
(722,000) --
Total $(663,391) $54,824
</TABLE>
<TABLE>
<CAPTION> Six Months Ended
June 30,
<S> 2000 1999
Current <C> <C>
Federal $ -- $25,000
State 60,156 64,354
60,156 89,354
Deferred
Federal (608,000) --
State (114,000) --
(722,000) --
Total $(661,844) $89,354
</TABLE>
The effective income tax rate was (92)% and 7% for the six months ended
June 30, 2000 and 1999, respectively, primarily due to decreasing the
valuation allowance and the application of a net operating loss carryforward.
At June 30, 2000, the Company had tax net operating loss carryforwards of
approximately $4,600,000 available to offset future regular taxable income,
which, if unused, will expire from 2001 through 2018. The Company
decreased the valuation allowance for deferred tax assets by $1,274,000
for the six months ended June 30, 2000.
Note 4 - Basic and Diluted Earnings Per Share of Common Stock
Basic earnings per common share, after deducting dividend requirements
on the Company's Series A 7% Voting Cumulative Convertible Preferred
Stock ("Series A Stock") of $11,879 in each of the six month periods
ended June 30, 2000 and 1999, were based on the weighted average number
of shares of Common Stock outstanding, excluding 17,358 shares of
Treasury Stock for each of the periods ended June 30, 2000 and 1999.
Common shares issuable on conversion of Series A Stock are not
considered in the diluted earnings per share calculation because
their inclusion would be anti-dilutive.
Note 5 - Business Segment Information
The Company is primarily involved in two business segments, mining
and electrical construction. There were no material amounts of
sales or transfers between segments and no material amounts of export
sales.
The following table sets forth certain segment information for the
periods indicated. Any intersegment sales have been eliminated.
<TABLE>
<CAPTION> Three Months Ended
June 30,
<S> 2000 1999
Sales from operations to
unaffiliated customers <C> <C>
Electrical construction $ 7,610,743 $ 5,798,170
Mining 793,614 712,091
Total $ 8,404,357 $ 6,510,261
Gross profit
Electrical construction $ 1,216,434 $ 1,036,765
Mining 64,822 58,712
Total gross profit 1,281,256 1,095,477
Interest and other income, net 106,788 70,164
Interest expense (3,360) --
General corporate expenses (965,900) (384,943)
Income from operations before
income taxes $ 418,784 $ 780,698
</TABLE>
<TABLE>
<CAPTION> Six Months Ended
June 30,
<S> 2000 1999
Sales from operations to
unaffiliated customers <C> <C>
Electrical construction $ 11,806,164 $ 11,376,354
Mining 1,517,515 1,093,166
Total $ 13,323,679 $ 12,469,520
Gross profit
Electrical construction $ 1,705,971 $ 1,852,807
Mining 166,998 (10,414)
Total gross profit 1,872,969 1,842,393
Interest and other income, net 247,128 137,405
Interest expense (3,360) --
General corporate expenses (1,400,351) (769,454)
Income from operations before
income taxes $ 716,386 $ 1,210,344
</TABLE>
Gross profit is total operating revenue less operating expenses.
Gross profit excludes general corporate expenses, interest expense,
interest income and income taxes. Impairment losses and recoveries
are included in the calculations of gross profit for the mining
segment. Identifiable assets by industry are used in the operations
of each industry.
The following table sets forth certain segment information as of
the dates indicated:
<TABLE>
<CAPTION> June 30, December 31,
<S> 2000 1999
Identifiable assets <C> <C>
Electrical construction $10,696,002 $ 9,872,851
Mining 4,506,541 2,796,696
Corporate 3,794,348 3,626,689
Total $18,996,891 $16,296,236
</TABLE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Financial Condition.
At June 30, 2000, the financial condition of the Company remains comparable
to its condition at December 31, 1999 and June 30, 1999. However, costs
and estimated earnings in excess of billings on uncompleted contracts
as of June 30, 2000 amounted to $1,940,777, compared to $139,051 as of
December 31, 1999. A significant portion of the balance at June 30,2000
was billed for and collected during July 2000. See also Liquidity and
Capital Resources.
Results of Operations - Six Months Ended June 30, 2000 Compared
to Six Months Ended June 30, 1999.
Net Income
The Company had net income of $1,378,230 for the six months ended
June 30, 2000, compared to net income of $1,120,990 for the six months
ended June 30, 1999.
Revenues
Total revenues for the six months ended June 30,2000 were $13,570,807,
compared to $12,606,925 for the six months ended June 30, 1999.
Electrical construction revenue increased by 4% in the six months ended
June 30, 2000 to $11,806,164 from $11,376,354 for the six months ended
June 30, 1999.
Revenue from mining operations increased by 39% to $1,517,515 for the six
months ended June 30, 2000 from $1,093,166 for the six months ended
June 30, 1999. This increase was primarily attributable to an increase
in various construction projects. These projects include land reclamation
and construction aggregate projects.
Operating Results
Electrical construction operations had an operating profit of $1,705,971
in the six months ended June 30,2000, compared to an operating profit of
$1,852,807 during the six months ended June 30, 1999. The varying
magnitude and duration of electrical construction projects may result in
substantial fluctuation in the Company's backlog from time to time. At
June 30, 2000, the approximate value of uncompleted contracts was
$7,200,000, compared to $1,400,000 at June 30, 1999.
During the six months ended June 30, 2000, the operating profit from mining
operations increased to $166,998 from an operating loss of $10,414 during
the six months ended June 30, 1999. This increase was primarily due to a
single construction aggregate project which was completed during the second
quarter of 2000. The operating results from mining operations in 2000
included the recovery of $30,418 of a previously recorded impairment loss
relating to a mine previously owned by the Company. The operating
results from mining operations in 1999 included the recovery of $53,500
of a previously recorded impairment loss relating to a coal royalty the
Company had retained in property it formerly owned in Harlan, Kentucky.
The operating results from mining included depreciation expense of $130,505
during the six months ended June 30, 2000, compared to $148,443 during the
six months ended June 30, 1999.
St. Cloud Mining Company, a wholly owed subsidiary of the Company
("St. Cloud"), sold 8,987 tons of natural zeolite during the six months
ended June 30, 2000, compared to 8,257 tons during the six months ended
June 30, 1999.
Other Income
Other income for the six months ended June 30, 2000 was $247,128, compared
to $137,405 in the six months ended June 30, 1999. This increase in other
income was primarily a result of both increased interest income
and gain on the sale of equipment.
Costs and Expenses
Total costs and expenses, and the components thereof, increased to
$12,854,421 for the six months ended June 30, 2000 from $11,396,581 for
the six months ended June 30, 1999.
Electrical construction costs were $9,684,962 and $9,174,136 in the six
months ended June 30, 2000 and 1999, respectively. The increase in costs
for 2000 was attributable to a higher level of activity.
Mining costs were $1,250,429 for the six months ended June 30, 2000,
compared to $1,008,637 in the six months ended June 30, 1999.
Depreciation and amortization was $581,798 in the six months ended
June 30, 2000, compared to $532,954 in the six months ended June 30, 1999.
General corporate expenses of the Company increased to $1,400,351 in the
six months ended June 30, 2000, from $769,454 in the six months ended
June 30, 1999. The increase in general corporate expenses for 2000 was
primarily attributable to a $425,311 net expense related to payments made
under Cancellation and Release Agreements pursuant to which the Company's
Employee Benefit Agreements were terminated. The increase in general
corporate expenses also resulted from an increase in professional
services and other general and administrative expenses.
Results of Operations - Three Months Ended June 30, 2000 Compared to
Three Months Ended June 30, 1999.
Net Income
The Company had net income of $1,082,175 for the three months ended June 30,
2000, compared to net income of $725,874 for the three months ended June 30,
1999.
Revenues
Total revenues for the three months ended June 30, 2000 were $8,511,145,
compared to $6,580,425 for the three months ended June 30, 1999. This
increase was primarily attributable to higher electrical construction revenue.
Electrical construction revenue increased by 31% in the three months ended
June 30, 2000 to $7,610,743 from $5,798,170 for the three months ended
June 30, 1999. This increase was primarily attributable to increases in
fiber optic cable and transmission line construction.
Revenue from mining operations increased by 11% to $793,614 for the three
months ended June 30, 2000 from $712,091 for the three months ended June 30,
1999. This increase was primarily attributable to an increase in zeolite
sales.
Operating Results
Electrical construction operations had an operating profit of $1,216,434
in the three months ended June 30, 2000, compared to an operating profit
of $1,036,765 during the three months ended June 30, 1999.
During the three months ended June 30, 2000, the operating profit from mining
operations increased to $64,822 from an operating profit of $58,712 during
the three months ended June 30, 1999. The operating results from mining
included depreciation expense of $66,341 during the three months ended
June 30, 2000, compared to $74,782 during the three months ended June 30,
1999.
St. Cloud sold 4,786 tons of natural zeolite during the three months ended
June 30, 2000, compared to 4,233 tons during the three months ended June 30,
1999.
Other Income
Other income for the three months ended June 30, 2000 was $106,788, compared
to $70,164 in the three months ended June 30, 1999. This increase in other
income was primarily a result of both increased interest income and gain on
sale of equipment.
Costs and Expenses
Total costs and expenses, and the components thereof, increased to $8,092,361
for the three months ended June 30, 2000 from $5,799,727 for the three months
ended June 30, 1999.
Electrical construction costs were $6,181,511 and $4,574,925 in the three
months ended June 30, 2000 and 1999, respectively. The increase in costs in
2000 was attributable to a higher level of activity.
Mining costs were $692,868 for the three months ended June 30, 2000, compared
to $632,097 in the three months ended June 30, 1999.
Depreciation and amortization was $297,201 in the three months ended June 30,
2000, compared to $278,363 in the three months ended June 30, 1999.
General corporate expenses of the Company increased to $965,900 in the three
months ended June 30, 2000, from $384,943 in the three months ended June 30,
1999. The increase in general corporate expenses for 2000 was primarily
attributable to a $425,311 net expense related to the termination of the
Company's Employee Benefit Agreements as discussed above and an increase
in professional services and other general and administrative expenses.
Liquidity and Capital Resources
Cash and cash equivalents at June 30, 2000 were $3,737,463 as compared to
$5,719,163 as of December 31, 1999. The decrease in cash was primarily the
result of capital expenditures in the electrical construction segment.
Working capital at June 30, 2000 was $7,080,889, compared to $7,507,357
at December 31, 1999. The Company's ratio of current assets to current
liabilities decreased to 3.5 to 1 at June 30, 2000, from 5.7 to 1 at
December 31, 1999. This decrease in the current ratio was a result of
the investment in capital equipment and a combination of an increase in
accounts receivable and costs and estimated earnings in excess of billings
on uncompleted contracts and a corresponding increase in accounts payable
and accrued liabilities.
The Company does not enter into financial instruments for trading purposes.
Financial instruments entered into for other than trading purposes consist
principally of cash and cash equivalents with limited market risk
sensitivity.
The Company paid cash dividends on its Series A Preferred Stock in the
amount of $11,879 in each of the six months ended June 30, 2000 and 1999.
The Company has paid no cash dividends on its Common Stock since 1933, and
it is not expected that the Company will pay any cash dividends on its
Common Stock in the immediate future.
Pursuant to an unsecured line of credit agreement between the Company's
subsidiary, Southeast Power Corporation, and SunTrust Bank of Central
Florida, N.A. (guaranteed by the Company), Southeast Power may borrow up
to $1,000,000 at the bank's prime rate of interest. This credit line
expires May 31, 2001, at which time the Company expects to renew it for
an additional year. No borrowings were outstanding under this line of
credit during the six months ended June 30, 2000 and 1999. However,
since 1996, $100,000 of this line of credit has been reserved for a standby
letter of credit.
The Company's capital expenditures for the six months ended June 30, 2000
increased to $2,153,604 from $964,745 for the six months ended June 30, 1999.
This increase in the level of capital expenditures was primarily to
accommodate the increased level of operations in the Company's electrical
construction segment.
Year 2000 Compliance
In the past, many computers, software programs, and other information
technology ("IT systems), as well as other equipment relying on
microprocessors or similar circuitry ("non-IT systems"), were written or
designed using two digits, rather than four, to define the applicable year.
As a result, if not addressed, these systems may n ot have been able to
properlly interpret dates beyond the Year 1999, which may have led to
business disruptions. Accordingly, the Company identified and performed
all needed material modifications and testing of significant systems, and
communicated with customers, suppliers, banks and others with whom it does
significant business to determine their Year 2000 readiness and the extent
to which the Company was vulnerable to any other organization's Year 2000
issues.
The Company considers the transition into the Year 2000 successful from
the perspective of its information technology and other systems. In addition
to the changeover to January 1, 2000, it has been shown that certain other
dates may also present similar problems for some systems. The Company
continues to monitor the situation. To date, the Company has not
experienced any material Year 2000 issues with respect to its systems,
customers or suppliers.
The Company estimates that the total cost to the Company of Year 2000
activities has been less than $10,000.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There were no material changes in the information provided in the Company's
December 31, 1999 consolidated financial statements.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Stockholders was held on May 23, 2000.
(c) At the Annual Meeting of Stockholders, the stockholders voted to
elect 5 directors to the board of directors. Set forth below are
the votes cast in the election of directors:
<TABLE>
<CAPTION> For Withheld
<S> <C> <C>
Harvey C. Eads, Jr. 19,128,072 2,792,322
John P. Fazzini 19,123,009 2,797,385
Danforth E. Leitner 19,124,459 2,795,935
Dwight W. Severs 19,123,822 2,796,572
John H. Sottile 19,121,589 2,798,805
The Stockholders also voted to approve the appointment of KPMG LLP as
Independent Certified Public Accountants. Votes cast in favor were
19,192,769, against were 2,611,422 and withheld were 116,203.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits in accordance with the provisions of Item 601 of Regulation
S-K
10-9 Cancellation and Release Agreement dated June 12, 2000 between
The Goldfield Corporation and John H. Sottile.
10-10 Cancellation and Release Agreement dated June 12, 2000 between
The Goldfield Corporation and Stephen R. Wherry.
10-11 Cancellation and Release Agreement dated June 12, 2000 between
Southeast Power Corporation and Robert L. Jones.
10-12 Cancellation and Release Agreement dated June 12, 2000 between
St. Cloud Mining Company and Patrick S. Freeman.
(b) Reports on Form 8-K
No Current Report on Form 8-K was filed during the quarter ended
June 30, 2000.
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.
THE GOLDFIELD CORPORATION
(Registrant)
Date: August 10, 2000 /s/ John H. Sottile
(John H. Sottile)
Chairman of the Board of Directors,
President, Chief Executive Officer
and Director
/s/ Stephen R. Wherry
(Stephen R. Wherry)
Vice President, Treasurer and
Chief Financial Officer
</TABLE>
