SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended Commission File Number
September 30, 2000 Number 0-11559
KEY TRONIC CORPORATION
Washington 91-0849125
(State of Incorporation) (I.R.S. Employer
Identification No.)
----------------------
North 4424 Sullivan
Spokane, Washington 99216
(509) 928-8000
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 / /.
At October 26, 2000, 9,668,330 shares of Common Stock, no par value (the
only class of common stock), were outstanding.
KEY TRONIC CORPORATION
Index
Page No.
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Consolidated Balance Sheets - September 30, 2000 (Unaudited)
and July 1, 2000 3-4
Consolidated Statements of Income (Unaudited)
First Quarters Ended September 30, 2000
And October 2, 1999 5
Consolidated Statements of Cash Flows (Unaudited)
First Quarters Ended September 30, 2000
and October 2, 1999 6
Notes to Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-12
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Events 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
<TABLE>
<CAPTION>
KEY TRONIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
September 30, 2000 July 1 , 2000
-------------------------------------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,170 $ 1,013
Trade receivables, less allowance for doubtful
accounts of $275 and $855 43,976 34,008
Inventories 24,456 22,720
Real estate held for sale 1,806 1,843
Deferred income tax asset, net 671 889
Customer tooling 1,445 1,748
Other 9,368 6,565
----- -----
Total current assets 82,892 68,786
------ ------
Property, plant and equipment - at cost 103,129 103,175
Less accumulated depreciation 82,872 81,825
------ ------
Total property, plant and equipment 20,257 21,350
------ ------
Other assets:
Deferred income tax asset, net 3,846 3,627
Other (net of accumulated amortization of $1,053 and $964) 692 1,031
Goodwill (net of accumulated amortization of $799 and $767) 989 1,021
--- -------
$108,676 $95,815
======== =======
</TABLE>
See accompanying notes to consolidated financial statements.
<TABLE>
<CAPTION>
KEY TRONIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(continued, in thousands)
September 30, 2000 July 1, 2000
------------------------------------
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
<S> <C> <C>
Current portion of long-term obligations $ 2,150 $ 2,105
Accounts payable 31,074 24,315
Accrued compensation and vacation 2,995 2,303
Accrued taxes other than income taxes 910 1,146
Interest payable 46 54
Other 1,543 1,735
----- -----
Total current liabilities 38,718 31,658
------ ------
Long-term obligations, less current portion 23,072 17,555
------ ------
Commitments and contingencies (Note 2)
Shareholders' equity:
Common stock, no par value, authorized
25,000 shares; issued and outstanding
9,668 and 9,641 shares 38,382 38,304
Retained earnings 8,259 8,053
Accumulated other comprehensive income 245 245
--- ---
Total shareholders' equity 46,886 46,602
------ ------
$108,676 $95,815
======== =======
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
KEY TRONIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
First Quarters Ended
September 30, 2000 October 2, 1999
--------------------------------------
(in thousands, except per share amounts)
<S> <C> <C>
Net sales $51,214 $41,775
Cost of sales 45,910 35,807
------ ------
Gross profit 5,304 5,968
Operating expenses:
Research, development and engineering 814 880
Selling 1,534 2,183
General and administrative 2,135 2,243
----- -------
Operating income 821 662
Interest expense 566 495
Other income (57) (118)
---- -----
Income before income tax provision 312 285
Income tax provision 106 75
--- --
Net income $206 $210
==== ====
Earnings per share:
Earnings per common share - basic and diluted
$.02 $ .02
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
KEY TRONIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
First Quarters Ended
September 30, 2000 October 2, 1999
------------------------------------
(in thousands)
<S> <C> <C>
Increase (decrease) in cash and cash equivalents:
Cash flows from operating activities:
Net income $206 $210
Adjustments to reconcile net income to
cash used in operating activities:
Depreciation and amortization 1,573 1,678
Provision for obsolete inventory 250 (210)
Provision for doubtful receivables 198 25
Provision for warranty 50 (50)
Gain on disposal of assets (4) (25)
Deferred income taxes 0 282
Changes in operating assets and liabilities:
Trade receivables (10,166) (3,036)
Inventories (1,986) (1,111)
Customer tooling 214 (249)
Other assets (2,610) 921
Accounts payable 6,759 (990)
Accrued compensation and vacation 692 (686)
Other liabilities (383) (854)
----- -----
Cash used in operating activities (5,207) (4,095)
------- ------
Cash flows from investing activities:
Proceeds from sale of property and equipment 4 33
Purchase of property and equipment (179) (437)
----- -----
Cash used in investing activities (175) (404)
----- ----
Cash flows from financing activities:
Issuance of common stock 79 13
Proceeds from long-term obligations 6,023 4,782
Payments on long-term obligations (563) (563)
----- ----
Cash (used in) provided by financing activities 5,539 4,232
----- -----
Net increase (decrease) in cash and cash equivalents 157 (267)
--- -----
Cash and cash equivalents, beginning of period 1,013 1,866
----- -----
Cash and cash equivalents, end of period $1,170 $1,599
====== ======
See accompanying notes to consolidated financial statements.
</TABLE>
KEY TRONIC CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
The interim financial statements are unaudited but, in the opinion of
management, reflect all adjustments of a normal and recurring nature necessary
for a fair presentation of results of operations for such periods. The results
of operations for any interim period are not necessarily indicative of results
for the full year. These financial statements should be read in conjunction with
the financial statements and notes thereto contained in the Company's annual
report for the year ended July 1, 2000.
<TABLE>
<CAPTION>
1. INVENTORIES
September 30, 2000 July 1, 2000
(in thousands)
<S> <C> <C>
Finished goods $7,157 $8,378
Work-in-process 2,924 2,512
Raw materials and supplies 17,002 14,179
Reserve for obsolescence (2,627) (2,349)
------- -------
$24,456 $22,720
======= =======
</TABLE>
2. COMMITMENTS
The amount of firm commitments to contractors and suppliers for capital
expenditures was approximately $512,000 at September 30, 2000.
3. LONG-TERM OBLIGATIONS
<TABLE>
<CAPTION>
Long-term obligations consist of:
September 30, 2000 July 1, 2000
(in thousands)
<S> <C> <C>
Note payable - GECC
(General Electric Capital Corporation) $ 2,744 $ 3,307
Revolving line 21,757 15,735
Deferred compensation obligation 721 618
--- ---
25,222 19,660
Less current portion (2,150) (2,105)
------ -------
$23,072 $17,555
======= =======
</TABLE>
4. SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
First Quarters Ended
September 30, 2000 October 2, 1999
(in thousands)
<S> <C> <C>
Interest payments $574 $481
Income tax payments 136 57
</TABLE>
5. INCOME TAXES
The income tax provision for the first quarter of fiscal year 2001 was
$106,000 versus income tax provisions of $75,000 for the first fiscal quarter of
the prior year. The $106,000 provision for the first quarter of fiscal year
2001 is the result of provisions on the earnings of foreign subsidiaries. The
Company's tax expense is primarily from the income taxes on the earnings of the
Company's foreign subsidiaries. The $75,000 provision for the first quarter of
fiscal year 2000 was net of $288,000 in tax benefits on losses of foreign
subsidiaries. The Company has tax loss carryforwards of approximately $34.4
million that expire in varying amounts in the years 2006 through 2020.
6. ADOPTION OF FINANCIAL ACCOUNTING STANDARDS NO. 128
The Company has adopted Financial Accounting Standards No. 128 which
requires the presentation of "basic EPS" and "diluted EPS". Basic EPS is
computed by dividing income available to common shareholders (the numerator) by
the weighted-average number of common shares outstanding (the denominator)
during the period. Diluted EPS is computed by dividing income available to
common shareholders by the weighted-average number of common shares and common
share equivalents outstanding during the period. Key Tronic uses the Treasury
Stock Method required by the standard in calculating the dilutive effect of
common stock equivalents.
Because of the dilutive nature of outstanding options and warrants, the
current quarter's loss creates an antidilutive effect. Therefore the weighted
average diluted shares equals the basic weighted average shares.
There were no adjustments to the income available to common shareholders
for the first quarters ended September 30, 2000 and October 2, 1999. The
following table presents the Company's calculations of weighted average shares
outstanding (number of shares):
<TABLE>
<CAPTION> '
Adjustment for Potential
Weighted Avg. Shares Common shares Total
For the Quarter Ended
<S> <C> <C> <C>
September 30, 2000 9,655,171 293,139 9,948,310
October 2, 1999 9,633,230 301,817 9,935,047
</TABLE>
FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements in addition to
historical information. Forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from
those reflected in the forward-looking statements. Risks and uncertainties that
might cause such differences include, but are not limited to those outlined in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations-Risks and Uncertainties That May Affect Future Results." Readers are
cautioned not to place undue reliance on forward-looking statements, which
reflect management's opinions only as of the date hereof. The Company
undertakes no obligation to revise or publicly release the results of any
revision to forward-looking statements. Readers should carefully review the
risk factors described in other documents the Company files from time to time
with the Securities and Exchange Commission, including Quarterly Reports on Form
10-Q.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CAPITAL RESOURCES AND LIQUIDITY
Operating activities used $5.2 million of cash during the first quarter of
fiscal year 2001 versus $4.1 million during the same period of the prior year.
This change in cash for operating activities is due primarily to the Company's
increased accounts receivables offset in part by increased accounts payable. The
increase in accounts receivable is due primarily to increased sales and delayed
payments by one of the Company's significant customers while the increase in
accounts payable was attributable primarily to increased purchased materials for
future Electronic Manufacturing Services (EMS) projects. In previous filings,
EMS was designated as Contract Design and Manufacturing (CDM).
During the first quarter of fiscal year 2001, $0.2 million was expended in
capital additions versus $0.4 million spent in capital additions in the same
period in the previous fiscal year. The Company anticipates capital
expenditures of approximately $2.3 million through the remainder of the current
fiscal year ending June 30, 2001. Actual capital expenditures may vary from
anticipated expenditures depending upon future results of operations. See RISKS
AND UNCERTAINTIES THAT MAY AFFECT FUTURE RESULTS, pages 11-12. Capital
expenditures are expected to be financed with internally generated funds.
The Company has a financing agreement, which contains a term note for up to
$11,000,000 and a revolving loan for up to $30 million. During the second
quarter of fiscal year 1998, the company entered into an operating lease
arrangement with GECC which reduced the borrowing limit by $4.2 million. The
revolving loan agreement and term note are secured by the assets of the
corporation. The agreement contains financial covenants that relate to maximum
capital expenditures, minimum debt service coverage, minimum earnings before
interest expense, income tax, depreciation, amortization, and maximum leverage
percentages. In addition to these financial covenants, the financing agreement
restricts investments, disposition of assets, and payment of dividends. At
September 30, 2000 and July 1, 2000, the Company was in compliance with all debt
covenants.
The term note is payable in quarterly installments of principal, each in
the amount of $500,000, which commenced in March 1998 and will end in December
2002. In addition to these scheduled payments, the Company is also paying
$21,000 per month against the term note, which is a special agreement with
GECC resulting from the Company's lease of its Cheney facility. If debt
service coverage is greater than 1.4, this note bears interest at two and
three-quarters percent (2.75%) in excess of the applicable London Interbank
Offered Rate (LIBOR). If debt service coverage is less than or equal to 1.4,
this note bears interest at three percent (3.00%) in excess of the applicable
LIBOR rate. At September 30, 2000, the applicable LIBOR rate was 6.62%, and
the applicable interest rate was 9.62%.
The revolving loan with GECC is renewable and covers an initial period of
five years expiring on December 31, 2001. If debt service coverage is greater
than 1.4, the applicable interest rate is two and one-half percent (2.5%) in
excess of the applicable LIBOR rate. If debt service coverage is less than or
equal to 1.4, the applicable interest rate is two and three-quarters percent
(2.75%) in excess of the applicable LIBOR rate. At September 30, 2000, the
Company had two LIBOR contracts outstanding, one for $5 million and one for
$12 million. The LIBOR rate on the $5 million and $12 million LIBOR contract
was 6.62%, and the applicable interest rate was 9.37%. LIBOR rates fluctuate on
a daily basis. Interest on additional borrowing under the revolving loan is
charged at an index rate at 10%. At September 30, 2000, there was $21.8 million
borrowed on the revolving loan and approximately $4.0 million available for
use under the revolving loan. The Company is required to pay fees of .0375%
on the unused revolving loan balance.
The revolving loan balance has increased $6.0 million since the Company's
fiscal year end at July 1, 2000. This increase can be attributed to cash needs
resulting from increased trade receivables and slower than expected payments
from customers.
Real estate held for sale is carried at the lower of cost or net realizable
value. In September of 1997, the Company signed a five year operating lease
with a local company for this property. The lease terms include an option to
buy the property upon notice at any time during the course of the lease.
The Company believes that cash, cash equivalents, funds available under
the line of credit, and internally generated funds can satisfy cash
requirements for a period in excess of 12 months.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is subject to the risk of fluctuating interest rates in the
normal course of business. The Company's major market risk relates to its
secured debt. A portion of the Company's accounts receivable and inventories
are used as collateral for its term and revolving debt. The interest rates
applicable to the Company's debt fluctuate with the LIBOR. Over the past
fiscal quarter the highest LIBOR rate was 6.68%. LIBOR rates fluctuate on a
daily basis.
The Company does not enter into derivative transactions or leveraged swap
agreements.
Although the Company has international operations, the functional currency
for all active subsidiaries, is the U.S. dollar. The Company imports for its
own use raw materials that are used in its manufacturing operations. Such
purchases are denominated in U.S. dollars and are paid under normal trade terms.
NET SALES
Net sales for the fiscal 2001 first quarter ended September 30, 2000 were
$51.2 million compared to $41.8 million for the first quarter of the previous
year. The increase is due to increased business in the Company's EMS projects.
EMS revenue accounted for 75.1% of total revenue in the first quarter of
fiscal year 2001 versus 45.9% of total revenue in the first quarter of fiscal
year 2000. The increase in EMS revenue as a percentage of sales is a direct
result of the company's strategy to grow this part of it's business.
Keyboard unit shipments decreased 54% for the first quarter of fiscal year
2001 compared to the first quarter of fiscal year 2000, while the average
selling price remained fairly consistent. The decrease in units shipped is due
primarily to decreased customer orders for keyboards. The decrease in keyboard
revenues was offset in part by the increase in EMS revenue.
COST OF SALES
Cost of sales were 89.6% of revenue in the first quarter of fiscal year
2001, compared to 85.7% for the first quarter of fiscal year 2000. The cost of
sales percentage increased as a result of keeping up with higher sales volume.
During the first quarter of fiscal year 2001, management placed additional
emphasis on material cost reductions through negotiations with major suppliers,
as well as changed product designs.
RESEARCH, DEVELOPMENT AND ENGINEERING
Research, development and engineering (RD&E) expenses were $0.8 million
in the first quarter of fiscal year 2001 and $0.9 million for the same period
of fiscal year 2000. As a percentage of sales, RD&E expenditures were 1.6% in
the first quarter of fiscal year 2001, compared to 2.1% for the same period of
the prior year. These decreases were due primarily to project delays and cost
controls during the fiscal year 2001.
SELLING EXPENSES
Selling expenses were $1.5 million in the first quarter of fiscal year
2001 compared to $2.2 million in the first quarter of fiscal year 2000.
Selling expenses as a percentage of revenue were 3.0% for the quarter compared
to 5.2% in the same quarter of fiscal year 2000. These decreases can be
attributed to reduced distribution keyboard sales, which resulted in lower
costs for volume incentive rebates and cooperative advertising.
GENERAL AND ADMINISTRATIVE
General and administrative (G&A) expenses remained fairly constant. They
were $2.1 million in the first quarter of fiscal 2001 and $2.2 million for
2000. As a percentage of revenue, G&A expenses were 4.2% in the third quarter
of fiscal year 2001 versus 5.4% in the same quarter of the prior year.
INTEREST
Interest expense was $566,000 in the first quarter of fiscal 2001 compared
to $495,000 for the first quarter of fiscal year 2000. This increase resulted
from higher interest rates associated with additional borrowing required to
cover operating expenses.
INCOME TAXES
The income tax provision for the first quarter of fiscal year 2001 was
$106,000 versus income tax provisions of $75,000 for the first fiscal quarter of
the prior year. The $106,000 provision for the first quarter of fiscal year
2001 is the result of provisions on the earnings of foreign subsidiaries. The
Company's tax expense is primarily from the income taxes on the earnings of the
Company's foreign subsidiaries. The $75,000 provision for the first quarter of
fiscal year 2000 was net of $288,000 in tax benefits on losses of foreign
subsidiaries. The Company has tax loss carryforwards of approximately $34.4
million that expire in varying amounts in the years 2006 through 2020.
ESOP
No contributions to the Employee Stock Ownership Plan (ESOP) were made
during the first quarter of fiscal years 2001 and 2000.
BACKLOG
The Company's backlog at the end of first fiscal quarter of fiscal year
2001 was $23.6 million compared to $35 million at the end of fiscal year 2000
and $11.5 million at the end of the first quarter of fiscal year 2000. The
decrease in the backlog from fiscal year end is attributable in part to orders
shipped in the fourth quarter of fiscal year 2000 that had been held up in the
third quarter by part shortages from Asian suppliers.
RISKS AND UNCERTAINTIES THAT MAY AFFECT FUTURE RESULTS
The following risks and uncertainties could affect the Company's actual
results and could cause results to differ materially from past results or those
contemplated by the Company's forward-looking statements. When used herein, the
words "expects", "believes", "anticipates" and similar expressions are intended
to identify forward-looking statements.
Potential Fluctuations in Quarterly Results. The Company's quarterly operating
results have varied in the past and may vary in the future due to a variety of
factors, including changes in overall demand for computer products, success of
customers' programs, timing of new programs, new product introductions or
technological advances by the Company, its customers and its competitors and
changes in pricing policies by the Company, its customers and its competitors.
For example, the Company relies on customers' forecasts to plan its business.
If those forecasts are overly optimistic, the Company's revenues and profits may
fall short of expectations. Conversely, if those forecasts are too
conservative, the Company could have an unexpected increase in revenues and
profits.
Competition. The EMS and keyboard industries are intensely competitive. Most
of the Company's principal competitors are headquartered in Asian countries that
have a low cost labor force. Those competitors may offer customers lower prices
on certain high volume programs. This could result in price reductions, reduced
margins and loss of market share, all of which would materially and adversely
affect the Company's business, operating results and financial condition. In
addition, competitors can copy the Company's non-proprietary designs after the
Company has invested in development of products for customers, thereby enabling
such competitors to offer lower prices on such products due to savings in
development costs.
Concentration of Major Customers. At present, the Company's customer base is
highly concentrated, and there can be no assurance that its customer base will
not become more concentrated. Three of the Company's EMS customers accounted
for 38%, 9%, and 8% of net sales during fiscal 2000. In 1999, these same
customers accounted for 24%, 11% and 13% of the Company's net sales. There can
be no assurance that the Company's principal customers will continue to purchase
products from the Company at current levels. Moreover, the Company typically
does not enter into long-term volume purchase contracts with its customers, and
the Company's customers have certain rights to extend or delay the shipment of
their orders. The loss of one or more of the Company's major customers or the
reduction, delay or cancellation of orders from such customers could materially
and adversely affect the Company's business, operating results and financial
condition.
Dependence on Key Personnel. The Company's future success depends in large part
on the continued service of its key technical, marketing and management
personnel and on its ability to continue to attract and retain qualified
employees. The competition for such personnel is intense, and there can be no
assurance that the Company will be successful in attracting and retaining such
personnel. The loss of key employees could have a material adverse effect on
the Company's business, operating results and financial condition.
Litigation. The Company currently has fifteen lawsuits by computer keyboard
users which are in state or federal courts in New York. These suits allege that
specific keyboard products manufactured by the Company were sold with
manufacturing, design and warning defects which caused or contributed to injury.
The alleged injuries are not specifically identified but are referred to as
repetitive stress injuries (RSI) or cumulative trauma disorders (CTD). These
suits seek compensatory damages and some seek punitive damages. It is more
likely than not that compensatory damages, if awarded, will be covered by
insurance; however, the likelihood that punitive damages, if awarded, will be
covered by insurance is remote. A total of 123 lawsuits have been dismissed in
California, Connecticut, Florida, Illinois, Kansas, Kentucky, Maryland,
Massachusetts, Michigan, New Jersey, New York, Pennsylvania and Texas.
Technological Change and New Product Risk. The market for the Company's products
is characterized by rapidly changing technology, evolving industry standards,
frequent new product introductions and relatively short product life cycles.
The introduction of products embodying new technologies or the emergence of new
industry standards can render existing products obsolete or unmarketable. The
Company's success will depend upon its ability to enhance its existing products
and to develop and introduce, on a timely and cost-effective basis, new products
that keep pace with technological developments and emerging industry standards
and address evolving and increasingly sophisticated customer requirements.
Failure to do so could substantially harm the Company's competitive position.
There can be no assurance that the Company will be successful in identifying,
developing, manufacturing and marketing products that respond to technological
change, emerging industry standards or evolving customer requirements.
Dilution and Stock Price Volatility. As of September 30, 2000, there were
outstanding options and warrants for the purchase of approximately 2,000,000
shares of common stock of the Company (Common Stock), of which options and
warrants for approximately 1,400,000 shares were vested and exercisable.
Holders of the Common Stock will suffer immediate and substantial dilution to
the extent outstanding options and warrants to purchase the Common Stock are
exercised. The stock price of the Company may be subject to wide fluctuations
and possible rapid increases or declines over a short time period. These
fluctuations may be due to factors specific to the Company such as variations in
quarterly operating results or changes in analysts' earnings estimates, or to
factors relating to the computer industry or to the securities markets in
general, which, in recent years, have experienced significant price
fluctuations. These fluctuations often have been unrelated to the operating
performance of the specific companies whose stocks are traded.
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Events
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
KEY TRONIC CORPORATION
/s/ Jack W. Oehlke November 15, 2000
Jack W. Oehlke Date
(Director, President and
Chief Executive Officer)
/s/ Ronald F. Klawitter November 15, 2000
Ronald F. Klawitter Date
Principal Financial Officer
Principal Accounting Officer
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
