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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
Quarterly Report under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the nine months ended July 31, 2000 Commission file number 0-13880
ENGINEERED SUPPORT SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Missouri 43-1313242
(State of Incorporation) (IRS Employer Identification Number)
201 Evans Lane, St. Louis, Missouri 63121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (314) 553-4000
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
--- ---
The number of shares of the Registrant's common stock, $.01 par value,
outstanding at August 31, 2000 was 7,088,445.
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ENGINEERED SUPPORT SYSTEMS, INC.
INDEX
Page
----
Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of July 31, 2000 and
October 31, 1999 3
Condensed Consolidated Statements of Income for the three and
nine months ended July 31, 2000 and 1999 4
Condensed Consolidated Statements of Cash Flows for the nine
months ended July 31, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Part II - Other Information
Items 1-6 14
Signatures 15
Exhibits 16
2
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<TABLE>
ENGINEERED SUPPORT SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
<CAPTION>
July 31 October 31
2000 1999
-------------- --------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 1,649 $ 310
Accounts receivable 28,648 23,594
Contracts in process and inventories 50,148 68,351
Other current assets 6,288 8,295
-------------- --------------
Total Current Assets 86,733 100,550
Property, plant and equipment, less accumulated
depreciation of $21,637 and $16,668 57,787 60,014
Cost in excess of net assets acquired, less accumulated
amortization of $4,696 and $2,320 74,493 74,354
Other assets 4,090 4,478
-------------- --------------
Total Assets $ 223,103 $ 239,396
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes payable $ 15,000 $ 23,900
Current maturities of long-term debt 15,288 10,038
Accounts payable 19,420 27,876
Other current liabilities 22,838 24,430
-------------- --------------
Total Current Liabilities 72,546 86,244
Long-term debt 67,297 80,075
Other liabilities 9,077 9,077
ESOP guaranteed bank loan 467 578
Shareholders' Equity
Common stock, par value $.01 per share; 10,000
shares authorized; 7,528 and 7,504 shares issued 75 75
Additional paid-in capital 38,201 37,032
Retained earnings 39,440 30,781
-------------- --------------
77,716 67,888
Less ESOP guaranteed bank loan 467 578
Less treasury stock at cost, 520 and 615 shares 3,533 3,888
-------------- --------------
73,716 63,422
-------------- --------------
Total Liabilities and Shareholders' Equity $ 223,103 $ 239,396
============== ==============
See notes to condensed consolidated financial statements.
</TABLE>
3
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<TABLE>
ENGINEERED SUPPORT SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(UNAUDITED)
<CAPTION>
Three Months Ended Nine Months Ended
July 31 July 31
------------------------------------ ------------------------------------
2000 1999 2000 1999
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net revenues $ 93,291 $ 37,900 $ 265,834 $ 106,834
Cost of revenues 75,757 30,635 216,166 85,277
-------------- -------------- -------------- --------------
Gross profit 17,534 7,265 49,668 21,557
Selling, general and administrative
expense 9,000 3,916 27,887 11,692
-------------- -------------- -------------- --------------
Income from operations 8,534 3,349 21,781 9,865
Interest expense (2,262) (316) (7,049) (1,681)
Interest income 54 11 114 103
Gain (loss) on sale of assets (50) 63 1 119
-------------- -------------- -------------- --------------
Income before income taxes 6,276 3,107 14,847 8,406
Income tax provision 2,512 1,240 5,939 3,358
-------------- -------------- -------------- --------------
Net income $ 3,764 $ 1,867 $ 8,908 $ 5,048
============== ============== ============== ==============
Basic earnings per share $ 0.54 $ 0.27 $ 1.28 $ 0.90
============== ============== ============== ==============
Diluted earnings per share $ 0.52 $ 0.27 $ 1.24 $ 0.88
============== ============== ============== ==============
See notes to condensed consolidated financial statements.
</TABLE>
4
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<TABLE>
ENGINEERED SUPPORT SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(UNAUDITED)
<CAPTION>
Nine Months Ended
July 31
--------------------------------------
2000 1999
-------------- --------------
<S> <C> <C>
From operating activities:
Net income $ 8,908 $ 5,048
Depreciation and amortization 7,875 2,670
Gain on sale of assets 1 (119)
-------------- --------------
Cash provided (used) before changes in operating
assets and liabilities 16,784 7,599
Net (increase) decrease in non-cash current assets 11,848 (1,300)
Net increase (decrease) in non-cash current liabilities (9,250) (2,585)
(Increase) decrease in other assets 1,200 1,341
-------------- --------------
Net cash provided by (used in) operating activities 20,582 5,055
-------------- --------------
From investing activities:
Purchase of Fermont, net of cash acquired (9,937)
Purchase of Bossier City division of Engineered
Products, Inc. (3,129)
Additions to property, plant and equipment (2,829) (1,257)
Proceeds from sale of property, plant and equipment 89 142
-------------- --------------
Net cash provided by (used in) investing activities (2,740) (14,181)
-------------- --------------
From financing activities:
Net borrowings (payments) under line-of-credit
agreement (8,900) 6,700
Payments of long-term debt (7,528) (28,228)
Net proceeds from issuance of common stock 25,550
Purchase of treasury stock (65)
Exercise of stock options 175 124
Cash dividends (250) (211)
-------------- --------------
Net cash provided by (used in) financing activities (16,503) 3,870
-------------- --------------
Net increase (decrease) in cash and cash equivalents 1,339 (5,256)
Cash and cash equivalents at beginning of period 310 5,774
-------------- --------------
Cash and cash equivalents at end of period $ 1,649 $ 518
============== ==============
See notes to condensed consolidated financial statements.
</TABLE>
5
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ENGINEERED SUPPORT SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except per share data)
JULY 31, 2000
NOTE A - BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have
been prepared by the Company without audit. In the opinion of
management, all adjustments (including normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the three and nine month periods ended July 31,
2000 are not necessarily indicative of the results to be expected for
the entire fiscal year.
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial statements and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's annual report to shareholders for the year ended October 31,
1999.
NOTE B - EARNINGS PER SHARE
Average diluted common shares outstanding include common stock
equivalents, which represent common stock options as computed based on
the treasury stock method.
Basic earnings per share for the three months ended July 31, 2000
and 1999 is based on average basic common shares outstanding of 6,997
and 6,883, respectively. Diluted earnings per share for the three
months ended July 31, 2000 and 1999 is based on average diluted common
shares outstanding of 7,255 and 7,006, respectively.
Basic earnings per share for the nine months ended July 31, 2000
and 1999 is based on average basic common shares outstanding of 6,968
and 5,602, respectively. Diluted earnings per share for the nine months
ended July 31, 2000 and 1999 is based on average diluted common shares
outstanding of 7,163 and 5,760, respectively.
6
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NOTE C - CONTRACTS IN PROCESS AND INVENTORIES
Contracts in process and inventories of Systems & Electronics
Inc., Engineered Air Systems, Inc., Keco Industries, Inc. and Engineered
Electric Company represent accumulated contract costs, estimated
earnings thereon based upon the percentage of completion method and
contract inventories reduced by the contract value of delivered items.
Inventories of Engineered Specialty Plastics, Inc. and Engineered Coil
Company are valued at the lower of cost or market using the first-in,
first-out method. Contracts in process and inventories are comprised of
the following:
<TABLE>
<CAPTION>
July 31, 2000 October 31, 1999
-------------- ----------------
<S> <C> <C>
Raw materials $ 4,953 $ 4,579
Work-in-process 1,143 991
Finished goods 2,243 1,358
Inventories substantially applicable to
government contracts in process, less
progress payments of $52,874 and
$63,042 41,809 61,423
-------------- ----------------
$ 50,148 $ 68,351
============== ================
</TABLE>
NOTE D - ACQUISITIONS
On February 22, 1999, Engineered Electric Company, a wholly-owned
subsidiary of the Company, acquired substantially all of the net assets
of the Fermont division of Dynamics Corporation of America, a
manufacturer of electrical generator sets primarily for the Department
of Defense, for approximately $10.1 million. The fair value of assets
acquired was $14.4 million and liabilities assumed totaled $4.3 million.
The purchase price was financed with available cash resources and short-
term borrowings under the Company's revolving credit facility. The
operating results of Engineered Electric Company (Fermont) are included
in the Company's consolidated results of operations from the date of
acquisition.
Effective July 1, 1999, Engineered Specialty Plastics, Inc., a
wholly-owned subsidiary of the Company, acquired the inventory, fixed
assets, existing operations and customer base of the Bossier City
division of Engineered Products, Inc. (Bossier City) for approximately
$3.1 million. The fair value of assets acquired was $3.1 million. The
purchase price was financed with short-term borrowings under the
Company's revolving credit facility. The operating results of the
Bossier City division are included in the Company's consolidated results
of operations from the date of acquisition.
Effective September 30,1999, Engineered Systems and Electronics,
Inc., a wholly-owned subsidiary of the Company, acquired all of the
outstanding stock of Systems & Electronics, Inc. (SEI), a manufacturer
of military support equipment, from ESCO Electronics Corporation for
approximately $81.7 million. (The purchase price is net of $4.2 million
of cash acquired. The transaction was treated as an asset purchase
pursuant to Section 338(h)(10) of the Internal Revenue Code.) The fair
value of the assets acquired, including goodwill of $53.2 million, was
$125.7 million and liabilities assumed totaled $44.0 million. The
purchase price was financed with term debt as provided under the
7
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Company's credit agreement. The operating results of SEI are included
in the Company's consolidated results of operations from the date of
acquisition.
The following unaudited pro forma summary presents the combined
historical results of operations for the nine months ended July 31, 1999
as adjusted to reflect the purchase transactions assuming the
acquisitions had occurred at November 1, 1998. These pro forma results
are not necessarily indicative of the combined results that would have
occurred had the acquisitions actually taken place on November 1, 1998,
nor are they necessarily indicative of the combined results that may
occur in the future.
<TABLE>
<CAPTION>
Nine Months Ended
July 31, 1999
-------------
<S> <C>
Net revenues $263,074
=============
Net income $6,326
=============
Basic earnings per share $1.13
=============
Diluted earnings per share $1.10
=============
</TABLE>
NOTE E - PUBLIC OFFERING OF COMMON STOCK
On April 23, 1999, the Company issued an additional 2,000 shares
of common stock through a public offering, resulting in net proceeds of
$25,550. A portion of the proceeds was used to repay borrowings under
the Company's line-of-credit agreement with the remainder used to repay
a portion of the Company's long-term debt.
8
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NOTE F - SEGMENT INFORMATION
The Company operates in four segments: heavy military support
equipment, electronics and automation systems, light military support
and related industrial/commercial equipment, and custom molded plastic
products. Intersegment revenues for the three and nine months ended
July 31, 2000 and 1999, respectively were not significant. Total assets
by segment as disclosed in the Company's annual report for the year
ended October 31, 1999 have not changed materially since that date. In
addition, there have been no changes in either the basis of segmentation
or the measurement of segment profit since October 31, 1999.
Information by segment is as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
July 31 July 31
------------------------------------ ------------------------------------
2000 1999 2000 1999
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net revenues:
Light military support and related
industrial/commercial equipment $ 41,309 $ 34,322 $ 121,990 $ 92,792
Heavy military support equipment 29,294 84,221
Electronics and automation systems 16,357 41,852
Custom molded plastic products 6,331 3,578 17,771 14,042
-------------- -------------- -------------- --------------
Total $ 93,291 $ 37,900 $ 265,834 $ 106,834
============== ============== ============== ==============
Income from operations:
Light military support and related
industrial/commercial equipment $ 4,426 $ 3,378 $ 13,318 $ 9,403
Heavy military support equipment 1,924 4,752
Electronics and automation systems 2,055 3,684
Custom molded plastic products 129 (29) 27 462
-------------- -------------- -------------- --------------
8,534 3,349 21,781 9,865
Interest expense (2,262) (316) (7,049) (1,681)
Interest income 54 11 114 103
Gain (loss) on sale of assets (50) 63 1 119
-------------- -------------- -------------- --------------
Income before income taxes $ 6,276 $ 3,107 $ 14,847 $ 8,406
============== ============== ============== ==============
</TABLE>
9
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ENGINEERED SUPPORT SYSTEMS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net Revenues. Consolidated net revenues increased $55.4 million,
or 146%, in the third quarter of 2000 to $93.3 million from $37.9
million in the third quarter of 1999. For the nine months ended July
31, 2000, consolidated net revenues were $265.8 million compared to
$106.8 million for the first nine months of 1999, representing an
increase of 149%. Net revenues from the light military support and
related industrial/commercial equipment segment increased by $7.0
million in the third quarter of 2000 to $41.3 million as compared to
$34.3 million in the third quarter of 1999. Net revenues for this
segment increased by $29.2 million for the nine months ended July 31,
2000 to $122.0 million from $92.8 million for the first nine months of
1999. These increases were primarily due to internal growth and to net
revenues generated by Fermont subsequent to its acquisition on February
22, 1999. Fermont's net revenue accounted for $18.9 million of the $29.2
million increase in the nine months ended July 31, 2000. Net revenues
from the heavy military support equipment and the electronics and
automation systems segments totaled $29.3 million and $16.4 million,
respectively, for the third quarter of 2000 and totaled $84.2 million
and $41.9 million, respectively, for the first nine months of 2000 due
to the acquisition of SEI on September 30, 1999. Net revenues for the
Company's custom molded plastic products segment increased $2.8 million
to $6.3 million for the quarter ended July 31, 2000 compared to $ 3.5
million for the third quarter of 1999, primarily as a result of the
acquisition of the Bossier City division on July 1, 1999. Net revenues
for the Company's custom molded plastic products segment increased $3.7
million to $17.8 million for the first nine months of 2000 compared to
$14.1 million for the same period in 1999 as a result of the Bossier
City acquisition.
Gross Profit. Consolidated gross profit for the third quarter of
2000 increased 141% to $17.5 million (18.8% of consolidated net
revenues) from $7.3 million (19.2% of consolidated net revenues) in the
third quarter of 1999. For the nine months ended July 31, 2000,
consolidated gross profit increased 130% to $49.7 million (18.7% of
consolidated net revenues) from $21.6 million (20.2% of consolidated net
revenues) in the first nine months of 1999. Gross profit for the light
military support and related industrial/commercial equipment segment
increased to $7.3 million (17.6% of segment revenues) from $6.7 million
(19.6% of segment net revenues) in the third quarter of 1999, and
increased to $21.9 million (18.0% of segment net revenues) from $19.1
million (20.6% of segment net revenues) in the first nine months of
1999. $2.3 million of the year-to-date increase in gross profit for the
segment is a result of the addition of Fermont. The decline in gross
margin for the segment resulted from a less profitable product mix
(generator sets) as compared to the segment's historical defense
business operations. Gross profit for the heavy military support
equipment and the electronics and automation systems segments totaled
$5.6 million (19.0% of segment net revenues) and $3.9 million (24.0% of
segment net revenues), respectively, for the third quarter of 2000 due
to the acquisition of SEI. For the nine months ended July 31, 2000,
gross profit for the heavy military support equipment and the
electronics and automation systems segments were $16.4 million (19.5% of
segment net revenues) and $9.3 million (22.1% of segment net revenues),
respectively. Gross profit for the custom molded plastic products
segment was $0.7 million (12.1% of segment revenues) in the third
quarter of 2000 compared to $0.6 million (15.2% of segment net
revenues). For the nine months ended July 31,
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2000, gross profit for the custom molded plastic products segment was
$2.0 million (11.5% of segment net revenues) compared to $2.5 million
(17.6% of segment net revenues) for the same period in 1999.
Selling, General and Administrative Expense. Consolidated
selling, general and administrative expenses increased by $5.1 million,
or 130%, to $9.0 million (9.6% of consolidated net revenues) in the
third quarter of 2000 from $3.9 million (10.3% of consolidated net
revenues) in the third quarter of 1999. For the first nine months of
2000, consolidated selling, general and administrative expense increased
by $16.2 million, or 139%, to $27.9 million (10.5% of consolidated net
revenues) from $11.7 million (10.9% of consolidated net revenues) for
the first nine months of 1999. Selling, general and administrative
expense for the light military support and related industrial/commercial
equipment segment decreased to $2.8 million in the third quarter of 2000
from $3.3 million in the prior year, and decreased to $8.6 million in
the first nine months of 2000 from $9.7 million in the comparable period
for 1999. Selling, general and administrative expense for the heavy
military support equipment and the electronics and automation systems
segments totaled $3.7 million and $1.9 million, respectively, for the
third quarter of 2000, and totaled $11.7 million and $5.6 million,
respectively, for the nine months ended July 31, 2000. Selling, general
and administrative expense for the custom molded plastic products
segment was $0.6 million in the third quarters of both 1999 and 2000,
and totaled $2.0 million for the first nine months of both 1999 and
2000.
Income from Operations. Consolidated income from operations
increased by $5.2 million, or 155%, to $8.5 million in the third quarter
of 2000 from $3.3 million in the third quarter of 1999. For the first
nine months of 2000, consolidated income from operations increased by
$11.9 million, or 121%, to $21.8 million from $9.9 million for the same
period in 1999. Income from operations for the light military support
and related industrial/commercial equipment segment increased to $4.4
million in the third quarter of 2000 from $3.4 million in the prior
year, and increased to $13.3 million for the nine months ended July 31,
2000 from $9.4 million for the same period in 1999. $1.9 million of the
increase for the nine months ended July 31, 2000 was a result of the
inclusion of Fermont operating results following its February 22, 1999
acquisition and the remainder resulted from operating income gains at
historical operations. Income from operations for the heavy military
support equipment and the electronics and automation systems segments
totaled $1.9 million and $2.1 million, respectively, in the third quarter
of 2000, and totaled $4.8 million and $3.7 million, respectively, for the
first nine months of 2000. Income from operations for the custom molded
plastic products segment was $0.1 million in the third quarter of 2000
compared to breakeven in the third quarter of 1999, and reflected
breakeven results for the first nine months of 2000 compared to
operating income of $0.5 million for the comparable period in 1999.
Interest Expense and Interest Income. Net interest expense
increased by $1.9 million to $2.2 million in the third quarter of 2000,
and increased by $5.4 million to $6.9 million in the first nine months
of 2000 compared to $1.5 million in the prior year, primarily as a
result of higher outstanding borrowings on the Company's revolving and
term debt facilities as compared to the prior year. Higher borrowing
levels were required to finance the Company's acquisitions of Fermont on
February 22, 1999 and SEI on September 30, 1999 partially offset by the
receipt of net proceeds of $25.6 million in conjunction with a follow-on
public stock offering of 2.0 million shares completed in April 1999.
Income Tax Provision. The effective income tax rate was 40.0% for
the quarter ended July 31, 2000 and 39.9% for the quarter ended July 31,
1999, and was 40.0% for the nine month period ended July 31, 2000 and
39.9% for the same period in 1999.
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Net Income. As a result of the forgoing, net income of the
Company increased by 102% to $3.8 million (4.0% of net revenues) for the
quarter ended July 31, 2000 from $1.9 million (4.9% of net revenues) for
the third quarter of 1999. For the first nine months of 2000, net
income increased by 76% to $8.9 million (3.4% of net revenues) from $5.0
million (4.7% of net revenues) for the comparable period in 1999.
LIQUIDITY AND CAPITAL RESOURCES
In April 1999, the Company issued an additional 2.0 million shares
of common stock through a public offering, resulting in net proceeds of
$25.6 million. A portion of the proceeds was used to repay outstanding
borrowings under the Company's revolving line of credit agreement with
the remainder used to repay a portion of the Company's long-term debt.
In conjunction with the acquisition of SEI in September 1999, the
Company entered into a new credit agreement to provide a $90.0 million
term loan and up to a $55.0 million revolving credit facility. The
Company's primary sources of short-term financing are from cost
reimbursements under contracts with the U.S. government via receipt of
progress payments, billings for delivered products and borrowings under
the revolving line of credit. As of July 31, 2000, the Company had
$15.0 million outstanding against the revolving line of credit, remaining
borrowing base availability under the line of credit of $29.6 million,
and a cash balance of $1.6 million.
The Company's working capital needs are generally funded through
cash flow from operations and the revolving line of credit. At July 31,
2000, the Company's working capital and ratio of current assets to
current liabilities were $14.2 million and 1.20 to 1 as compared with
$14.3 million and 1.17 to 1 at October 31, 1999. The Company generated
$20.6 million in the nine months ended July 31, 2000 and generated $5.1
million in the first nine months of 1999 in cash flow from operations.
Investment in property, plant and equipment totaled $2.8 million and
$1.3 million for the first nine months of 2000 and 1999, respectively.
The Company anticipates that capital expenditures in 2000 should not
exceed $5.0 million. Management believes that cash flow generated from
operations, together with the available line of credit, will provide the
necessary resources to meet the needs of the Company in the foreseeable
future.
BUSINESS AND MARKET CONSIDERATIONS
Approximately 85% of consolidated net revenues for the nine months
ended July 31, 2000 were directly or indirectly derived from defense
orders by the U.S. government and its agencies. As of July 31, 2000,
the Company's combined backlog of defense orders totaled $333.2 million,
with related government options of an additional $607.7 million.
Management continues to pursue potential acquisitions, primarily
of those companies providing strategic consolidation within the defense
industry.
12
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FORWARD-LOOKING STATEMENTS
In addition to historical information, this report includes
certain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. The forward-looking
statements involve certain risks and uncertainties, including, but not
limited to acquisitions, additional financing requirements, the decision
of any of the Company's key customers (including the U.S. government) to
reduce or terminate orders with the Company, cutbacks in defense
spending by the U.S. government, increased competition in the Company's
markets, which could cause the Company's actual results to differ
materially from those projected in, or inferred by, the forward-looking
statements.
13
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PART II
OTHER INFORMATION
Items 1-5 Not applicable
Item 6 (a) Exhibits
11. Statement Re: Computation of Earnings Per Share
27. Statement Re: Financial Data Schedule
(b) No reports on Form 8-K were filed during the three months
ended July 31, 2000.
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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.
ENGINEERED SUPPORT SYSTEMS, INC.
Date: September 14, 2000 By: /s/ Michael F. Shanahan Sr.
------------------ ------------------------------
Michael F. Shanahan Sr.
Chairman of the Board and
Chief Executive Officer
Date: September 14, 2000 By: /s/ Gary C. Gerhardt
------------------ ------------------------------
Gary C. Gerhardt
Vice Chairman - Administration
and Chief Financial Officer
15
