<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT
Under Section 13 or 15(d) of the Securities Exchange Act of 1934
For Quarter Ended Commission file number
November 30, 2000 1-8798
----------------- ------
Nu Horizons Electronics Corp.
-----------------------------
(Exact name of registrant as specified in its charter)
Delaware 11-2621097
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
70 Maxess Road, Melville, New York 11747
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(Address of principal executive offices) (Zip Code)
(631) 396-5000
--------------
(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.
YES X NO
-
Indicated the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.
Common Stock Par Value $ .0066 16,479,565
------------------------------ ----------
Class Outstanding Shares
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
INDEX
-----
PART I. Financial Information Page(s)
ITEM 1. Financial Statements
Consolidated Condensed Balance Sheets November 30, 2000
(unaudited) and February 29, 2000 3
Consolidated Condensed Statements of Income (unaudited) -
Nine Months and Three Months Ended November 30, 2000 and 1999 4
Consolidated Condensed Statements of Cash Flows (unaudited) - 5-6
Nine Months Ended November 30, 2000 and 1999
Notes to Interim Consolidated Condensed Financial 7-8
Statements (unaudited)
ITEM 2. Management's Discussion and Analysis of Financial 9-11
Condition and Results of Operations
PART II. Other Information
ITEM 4. Submission of Matters to a Vote of Security Holders 12
ITEM 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
INDEX TO EXHIBITS 14
Exhibit 10.13 - Revolving Credit Agreement dated October 18, 2000
Between the Company and six banks: Mellon Bank,
N.A., European American Bank, HSBC Bank USA, Fleet
Bank, The Chase Manhattan Bank and The Bank Of New
York
Exhibit 10.14 - Certificate of Incorporation as Amended
Exhibit 11 - Schedule re: Computation of Per Share Earnings (See
Notes to Consolidated Financial Statements Note 4)
2
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. Financial Statements
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
CONSOLIDATED CONDENSED BALANCE SHEETS
-------------------------------------
-ASSETS-
---------
<TABLE>
<CAPTION>
NOVEMBER FEBRUARY
30, 2000 29, 2000
---------- ----------
(unaudited)
CURRENT ASSETS:
<S> <C> <C>
Cash $2,544,354 $1,496,805
Accounts receivable-net of allowance for doubtful
accounts of $5,537,745 and $3,447,072 for November 30, 2000
and February 29, 2000, respectively 107,775,088 64,709,037
Inventories 125,745,951 69,544,396
Prepaid expenses and other current assets 1,471,212 1,817,718
------------- -------------
TOTAL CURRENT ASSETS 237,536,605 137,567,956
PROPERTY, PLANT AND EQUIPMENT- NET (Note 2) 9,182,211 7,319,138
OTHER ASSETS
Cost in excess of net assets acquired-net 1,320,791 1,438,484
Other assets 1,360,994 1,211,567
------------- -------------
$249,400,601 $147,537,145
============= =============
-LIABILITIES AND SHAREHOLDERS' EQUITY-
--------------------------------------
CURRENT LIABILITIES:
Accounts payable $37,992,557 $20,558,054
Accrued expenses 8,527,886 9,337,943
Income taxes payable 1,694,168 3,623,248
------------- -------------
TOTAL CURRENT LIABILITIES 48,214,611 33,519,245
------------- -------------
LONG TERM LIABILITIES:
Deferred income taxes 1,605,660 507,319
Revolving credit line (Note 3) 87,450,000 37,800,000
------------ -------------
89,055,660 38,307,319
------------ -------------
MINORITY INTEREST (NOTE 5) 780,362 249,398
------------ -------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, $1 par value, 1,000,000 shares authorized; none
issued or outstanding - -
Common Stock, $.0066 par value, 50,000,000 shares authorized;
16,479,565 and 15,027,978 shares issued and outstanding for
November 30, 2000 and February 29, 2000 108,765 99,185
Additional paid-in capital 36,644,182 29,422,678
Retained earnings 74,840,981 46,438,636
------------ -------------
111,593,928 75,960,499
Less: loan to ESOP 243,960 499,316
------------ -------------
111,349,968 75,461,183
------------ -------------
$249,400,601 $147,537,145
============ =============
</TABLE>
See notes to interim consolidated condensed financial statements
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
-------------------------------------------
(unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED FOR THE THREE MONTHS ENDED
------------------------- --------------------------
NOVEMBER NOVEMBER NOVEMBER NOVEMBER
30, 2000 30, 1999 30, 2000 30, 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
NET SALES $517,176,759 $263,835,664 $190,492,283 $100,822,657
------------ ------------ ------------ ------------
COSTS AND EXPENSES:
Cost of sales 404,869,753 209,993,293 149,410,886 79,918,457
Operating expenses 59,418,619 39,705,032 20,175,201 14,187,836
Interest expense 3,429,739 1,958,645 1,538,902 850,286
------------ ------------ ------------ ------------
467,718,111 251,656,970 171,124,989 94,956,579
------------ ------------ ------------ ------------
INCOME BEFORE PROVISION FOR
INCOME TAXES AND MINORITY INTEREST 49,458,648 12,178,694 19,367,294 5,866,078
Provision for income taxes 20,525,339 4,843,081 8,037,427 2,267,059
------------ ------------ ------------ ------------
INCOME BEFORE MINORITY INTERESTS 28,933,309 7,335,613 11,329,867 3,599,019
MINORITY INTEREST IN EARNINGS OF SUBSIDIARY 530,964 222,569 283,968 222,569
------------ ------------ ------------ ------------
NET INCOME $ 28,402,345 $ 7,113,044 $ 11,045,899 $ 3,376,450
============ ============ ============ ============
NET INCOME PER SHARE (Note 4):
Basic $ 1.72 $ .54 $ .67 $ .25
============ ============ ============ ============
Fully diluted $ 1.54 $ .42 $ .60 $ .20
============ ============ ============ ============
</TABLE>
See notes to interim consolidated condensed financial statements
4
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
--------------------------
NOVEMBER NOVEMBER
30, 2000 30, 1999
-------- ---------
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS:
Cash flows from operating activities:
Cash received from customers $ 471,931,413 $ 247,484,523
Cash paid to suppliers and employees (495,643,033) (259,725,660)
Interest paid (3,429,739) (1,958,645)
Income taxes paid (25,593,577) (3,586,218)
------------- -------------
Net cash (used in) operating activities (52,734,936) (17,786,000)
------------- -------------
Cash flows from investing activities:
Capital expenditures (3,098,599) (781,663)
------------- -------------
Net cash (used in) investing activities (3,098,599) (781,663)
------------- -------------
Cash flows from financing activities:
Borrowings under revolving credit line 158,495,000 89,505,000
Repayments under revolving credit line (108,845,000) (65,905,000)
Proceeds from stock options 7,231,084 7,475
------------- -------------
Net cash provided by financing activities 56,881,084 23,607,475
------------- -------------
Net increase in cash and cash equivalents 1,047,549 5,039,812
Cash and cash equivalents, beginning of year 1,496,805 504,320
------------- -------------
Cash and cash equivalents, end of period $ 2,544,354 $ 5,544,132
============= =============
</TABLE>
See notes to interim consolidated condensed financial statements
5
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Continued)
-----------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
-------------------------
NOVEMBER NOVEMBER
30, 2000 30, 1999
-------- --------
<S> <C> <C>
RECONCILIATION OF NET INCOME TO NET
CASH (USED IN) OPERATING ACTIVITIES:
Net income $ 28,402,345 $ 7,113,044
------------ ------------
Adjustments to reconcile net income to net cash
(used in) operating activities:
Depreciation and amortization 1,353,219 1,136,487
Contribution to ESOP 255,356 255,348
Bad debt provision 2,179,295 774,838
Changes in assets and liabilities:
(Increase) in accounts receivable (45,245,346) (16,351,141)
(Increase) in inventories (56,201,555) (20,264,002)
Decrease in prepaid expenses and other
current assets 346,506 1,726,867
(Increase) in other assets (149,427) (51,804)
Increase in accounts payable and
accrued expenses 16,624,446 7,121,849
(Decrease) increase in income taxes (1,929,080) 312,170
Increase in deferred income taxes 1,098,341 217,775
Increase in minority interest 530,964 222,569
------------ ------------
Total Adjustments (81,137,281) (24,899,044)
------------ ------------
Net cash (used in) operating activities $(52,734,936) $(17,786,000)
============ ============
</TABLE>
See notes to interim consolidated condensed financial statements
6
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
------------------------------------------------------------
(unaudited)
1. BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited interim consolidated
condensed financial statements of Nu Horizons Electronics Corp. (the "Company"),
its wholly owned subsidiaries (NIC Components Corp., Nu Horizons International
Corp, Nu Horizons Eurotech Limited and Titan Logistics Corp.) and NIC Components
Asia PTE. LTD. of which the company owns 70%, NIC Eurotech Limited of which the
company owns 80% and Nu Visions Manufacturing, Inc of which the company owns
95%, contain all adjustments necessary to present fairly the Company's financial
position at November 30, 2000 and February 29, 2000 and the results of its
operations for the nine and three month periods ended November 30, 2000 and 1999
and cash flows for the nine month periods ended November 30, 2000 and 1999.
The accounting policies followed by the Company are set forth in Note 2 to the
Company's consolidated financial statements included in its Annual Report on
Form 10-K for the year ended February 29, 2000, which is incorporated herein by
reference. Specific reference is made to this report for a description of the
Company's securities and the notes to consolidated financial statements included
therein.
The results of operations for the nine and three month periods ended November
30, 2000 are not necessarily indicative of the results to be expected for the
full year.
2. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consists of the following:
NOVEMBER FEBRUARY
30, 2000 29, 2000
-------- --------
Furniture, fixtures and office equipment $10,879,282 $ 8,802,458
Computer equipment 5,116,337 4,088,302
Assets held under capitalized leases 919,834 919,834
Leasehold improvements 1,394,161 1,394,161
----------- -----------
18,309,614 15,204,755
Less: accumulated depreciation and amortization 9,127,403 7,885,617
----------- -----------
$ 9,182,211 $ 7,319,138
=========== ===========
3. BANK LINE OF CREDIT
On October 18, 2000 the Company entered into a new four-year unsecured revolving
line of credit with six banks, which currently provides for maximum borrowings
of $120,000,000 at either (i) the lead bank's prime rate or (ii) LIBOR plus 87.5
to 147.5 basis points depending on the ratio of the Company's debt to its
earnings before interest, taxes, depreciation and amortization, at the option of
the Company through October 18, 2004.
7
<PAGE>
NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES
----------------------------------------------
NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
------------------------------------------------------------------------
(unaudited)
4. NET INCOME PER SHARE:
Basic and diluted earnings per share have been computed in accordance with SFAS
No. 128.
On September 11, 2000, the Company's Board of Directors declared a three-for-two
stock split of the common stock, to be distributed on October 23, 2000 to all
holders of record at the close of business on October 2, 2000. As a result of
the stock split, 5,433,847 shares were distributed. All share and per share
data for all periods presented have been restated to reflect this stock split.
The following average shares were used in the computation of primary and fully
diluted earnings per share:
Nine Months Ended Three Months Ended
November 30, November 30,
------------ ------------
2000 1999 2000 1999
---- ---- ---- ----
Basic 16,479,565 13,302,853 16,479,565 13,349,220
Diluted 18,436,454 17,337,472 18,436,454 17,535,289
A detailed computation of earnings per common share appears in Exhibit 11 to
this Form 10-Q.
5. MINORITY INTERESTS IN SUBSIDIARIES
Represents the liability related to the 30% minority interest in NIC Components
Asia PTE.LTD., the 20% minority interest in NIC Eurotech Limited and the 5%
minority interest in Nu Visions Manufacturing, Inc.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS:
-------------
Introduction:
-------------
Nu Horizons Electronics Corp. (the "Company") and its wholly-owned subsidiaries,
NIC Components Corp. ("NIC"), Nu Horizons International Corp. ("International"),
Nu Horizons Eurotech Limited, and Titan Logistics Corp., and its majority owned
subsidiaries NIC Components Asia PTE. LTD. and NIC Eurotech Limited are engaged
in the distribution of high technology active and passive electronic components
to a wide variety of original equipment manufacturers ("OEMs") of electronic
products. Active components distributed by the Company include semiconductor
products such as memory chips, microprocessors, digital and linear circuits,
microwave/RF and fiberoptic components, transistors and diodes. Passive
components distributed by NIC, principally to OEMs and other distributors
nationally, consists of a high technology line of chip and leaded components
including capacitors, resistors and related networks.
Nu Visions Manufacturing, Inc. ("NUV"), a majority owned subsidiary of the
Company, located in Springfield, Massachusetts, is a contract assembler of
circuit boards and related electromechanical devices for various OEMs.
The financial information presented herein includes: (i) Consolidated Condensed
Balance Sheets as of November 30, 2000 and February 29, 2000; (ii) Consolidated
Condensed Statements of Income for the nine and three month periods ended
November 30, 2000 and 1999 and (iii) Consolidated Condensed Statements of Cash
Flows for the nine month periods ended November 30, 2000 and 1999.
Results of Operations:
----------------------
Sales for the nine-month period ended November 30, 2000 were $517,176,759 as
compared to $263,835,664 for the comparable period of the prior year, an
increase of approximately $253,341,000 or 96%. Sales for the three-month period
ended November 30, 2000 were $190,492,283 as compared to $100,822,657 for the
comparable period of the prior year, an increase of approximately $89,670,000 or
89%. Management attributes this increase in sales entirely to the core
semiconductor distribution business which experienced substantially increased
unit sales. Management believes that the ability to generate greater market
penetration to a larger account base coupled with an increased focus on fewer
product lines, has contributed to the substantial increase in sales performance
for both the three month and nine month year to year periods. While the Company
believes it can continue to successfully implement this approach, no assurances
can be given in this regard.
The gross profit margins for the three and nine months ended November 30, 2000
were approximately 21.6% and 21.7% respectively as compared to 20.7% and 20.4%
respectively for the comparable periods of the prior year. This substantial
increase in gross margin compared to the prior periods resulted from a tightened
inventory availability at the supplier level coupled with continued strong
customer demand. The Company expects relative margin stability at current
levels for the foreseeable future, however, no assurances can be given in this
regard.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS (Continued):
--------------------------
Results of Operations (Continued):
----------------------------------
Operating expenses have increased from approximately $39,705,000 for the nine
months ended November 30, 1999 to approximately $59,418,000 for the nine months
ended November 30, 2000, an increase of 50% or approximately $19,713,000. For
the three months ended November 30, 2000 as compared to the three months ended
November 30, 1999 operating expenses increased from approximately $14,188,000 to
$20,175,000 an increase of 42%, or approximately $5,987,000. The dollar
increases in operating expenses were due to increases in the following expense
categories: Approximately $ 15,638,000 or 79%, of the increase for the nine-
month period and approximately $4,854,000 or 81%, of the increase for the three-
month period, were for personnel related costs such as commissions, salaries,
travel and fringe benefits. The remaining increase of approximately $4,075,000
or 21%, for the nine-month period and approximately $1,133,000 or 19%, for the
three-month period were a result of increases in various other selling, general,
and administrative expenses. Management is encouraged by the fact that sales
volume has increased at a greater rate than operating expenses which it believes
has provided the economies of scale required to produce an enhanced bottom line
performance. Management believes that this trend should continue through the
remainder of the fiscal year, although no assurances can be given in this
regard.
Interest expense increased from approximately $1,959,000 for the nine months
ended November 30, 1999 to approximately $3,430,000 for the nine months ended
November 30, 2000 and from approximately $850,000 for the three-month period
ended November 30, 1999 to $1,539,000 for the three-month period ended November
30, 2000. These increases were primarily due to higher average borrowing levels
resulting from an increase in the Company's inventories and accounts receivable
levels needed to support the substantial increased sales activities, net of a
reduction in subordinated convertible note interest due to the notes being
converted to equity.
INTEREST EXPENSE
----------------
FOR THE NINE MONTHS ENDED FOR THE THREE MONTHS ENDED
------------------------- --------------------------
NOVEMBER NOVEMBER NOVEMBER NOVEMBER
30, 2000 30, 1999 30, 2000 30, 1999
-------- -------- -------- --------
Revolving Bank Credit $3,429,739 $1,521,869 $1,538,902 $ 704,694
Sub. Convert. Notes - 436,776 - 145,592
---------- ---------- ---------- ---------
Total Interest Expense $3,429,739 $1,958,645 $1,538,902 $ 850,286
========== ========== ========== =========
Net income for the nine-month period ended November 30, 2000 was $28,402,345 or
$1.54 per share diluted as compared to $7,113,044 or $.42 per share diluted for
the nine-month period ended November 30, 1999. Net income for the three-month
period ended November 30, 2000 was $11,045,899 or $.60 per share diluted as
compared to $3,376,450 or $.20 per share diluted for the corresponding period of
the prior year. Management attributes the increase in earnings to increased
sales volume and profit margins net of higher operating expenses for the periods
in 2000 as compared to 1999.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS (Continued):
--------------------------
Liquidity and Capital Resources:
--------------------------------
At November 30, 2000, the Company's current ratio was 4.9:1 as compared to 4.1:1
at the fiscal year ended February 29, 2000. Working capital increased from
approximately $104,000,000 as of February 29, 2000 to approximately $190,000,000
at November 30, 2000 while cash increased from February 29, 2000 to November 30,
2000 by approximately $1,047,000. The primary reasons for the increase in
working capital was the increase in accounts receivable and inventories financed
primarily through long term debt during the current period. This increase was
required to support the increased sales activity over the nine-month period.
On October 18, 2000, the Company entered into a new four-year unsecured
revolving line of credit with six banks, which , currently provides for maximum
borrowings of $120,000,000 at either (i) the lead bank's prime rate or (ii)
LIBOR plus 87.5 to 147.5 basis points depending on the ratio of the Company's
debt to its earnings before interest, taxes, depreciation and amortization, at
the option of the Company through October 18, 2004.
The Company anticipates that the capital resources provided by its bank line of
credit will be sufficient to meet its financing requirements for at least the
next twelve-month period.
Inflationary Impact:
--------------------
Since the inception of operations, inflation has not significantly affected the
operating results of the Company. However, inflation and changing interest rates
have had a significant effect on the economy in general and therefore could
affect the operating results of the Company in the future.
Other:
------
Except for historical information contained herein, the matters set forth above
are forward-looking statements that involve certain risks and uncertainties that
could cause actual results to differ from those in the forward-looking
statements. Potential risks and uncertainties include such factors as the level
of business and consumer spending for electronic products, the amount of sales
of the Company's products, the competitive environment within the electronics
industry, the ability of the Company to continue to expand its operations, the
level of costs incurred in connection with the Company's expansion efforts ,
economic conditions in the semiconductor industry and the financial strength of
the Company's customers and suppliers. Investors are also directed to consider
other risks and uncertainties discussed in documents filed by the Company with
the Securities and Exchange Commission.
11
<PAGE>
PART II. OTHER INFORMATION
ITEM 2. Legal Proceedings
There are no material legal proceedings against the Company to which
any of its property is subject.
ITEM 2. Changes in Securities
None
ITEM 3. Defaults upon Senior Securities
None
ITEM 4. Submission of Matters to a Vote of Security Holders
The Registrant held a Special Meeting of
Stockholders on November 9, 2000. The following
proposals were adopted by the votes indicated.
(1) Certificate of Incorporation was amended to
increase the number of authorized shares of the
Corporation from 21,000,000 to 51,000,000
Votes For Votes Against Votes Withheld
--------- ------------- --------------
7,893,255 1,577,878 53,142
(2) 2000 Key Employee Stock Option Plan was adopted
Votes For Votes Against Votes Withheld
--------- ------------- --------------
7,091,241 2,361,482 71,552
(3) 2000 Outside Directors' Stock Option Plan was
adopted
Votes For Votes Against Votes Withheld
--------- ------------- --------------
7,083,188 2,361,993 79,094
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports:
(a) Exhibits:
10.13 Revolving Credit Agreement dated October 18, 2000
Between the Company and six banks: Mellon Bank, N.A.,
European American Bank, HSBC Bank USA, Fleet Bank, The
Chase Manhattan Bank and The Bank of New York
10.14 Certificate of Incorporation, as amended
11. Statement re: Computation of Per Share Earnings (See
also Notes to Consolidated Financial Statements - Note
4)
12
<PAGE>
ITEM 6. Exhibits and Reports: (continued)
(b) Reports on Form 8-K
None
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.
Nu Horizons Electronics Corp.
-----------------------------
Registrant
/s/ Arthur Nadata
-----------------------------
Date: January 11, 2001 Arthur Nadata, President and
Chief Executive Officer
/s/ Paul Durando
-----------------------------
Date: January 11, 2001 Paul Durando, Vice President-Finance
and Chief Financial Officer
13
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
EXHIBIT INDEX
To
FORM 10-Q
FOR THE FISCAL QUARTER ENDED NOVEMBER 30, 2000
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT 1934
__________
NU HORIZONS ELECTRONICS CORP.
(Exact Name of Registrant as Specified in Its Charter)
EXHIBIT
NUMBER DESCRIPTION
--------------------------------------------------------------------------------
10.13 Revolving Credit Agreement dated October 18,
2000 between the Company and six banks:
Mellon Bank, N.A., European American Bank,
HSBC Bank USA, Fleet Bank The Chase
Manhattan Bank and The Bank Of New York
10.14 Certificate of Incorporation as amended
11 Computation of Per Share Earnings
14
