UNITED STATES
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 quarter period ended: October 31, 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:# 0-14754
ELECTRIC & GAS TECHNOLOGY, INC.
(Exact Name of Registrant as specified in its Charter)
TEXAS 75-2059193
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13636 Neutron Road, Dallas, Texas 75244-4410
(Address of Principal Executive Offices) (Zip Code)
(972) 934-8797
(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 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 outstanding of each of the Issuer's Classes
of Common Stock, as of the close of the period covered by this
report:
Common - $0.01 Par Value - 8,353,417 shares at November 30, 2000.
1
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ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES
Index to Form 10-Q
For the Quarter Ended October 31, 2000
Page
Part I - Financial Information
1. Report of Independent Accountants 3
2. Condensed Consolidated Financial Statements:
(a)Condensed Consolidated Balance Sheets as
of October 31, 2000 and July 31, 2000 4
(b)Condensed Consolidated Statements of
Operations for the three months
ended October 31, 2000 and 1999 5
(c)Condensed Consolidated Statements of
Changes in Stockholders' Equity for the
three months ended October 31, 2000 6
(d)Condensed Consolidated Statements of
Cash Flows for the three months ended
October 31, 2000 and 1999 7-8
(e)Notes to Condensed Consolidated
Financial Statements 9-13
3. Management's Discussion and Analysis of Financial
Condition and Results of Operations 14-17
Part II - Other Information
Item 1 - Legal Proceedings 18
Item 6 - Exhibits and Reports on Form 8-K 18
Signature (pursuant to General Instruction E) 19
All other items called for by the instructions are
omitted as they are either inapplicable, not required,
or the information is included in the Condensed
Financial Statements or Notes thereto.
2
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REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors
Electric & Gas Technology, Inc.
We have reviewed the accompanying condensed consolidated balance
sheet of Electric & Gas Technology, Inc. and Subsidiaries as of
October 31, 2000 and the related condensed consolidated
statements of operations, changes in stockholders' equity and
cash flows for the three month periods then ended. These
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountant. A
review of interim financial information consists principally of
analytical procedures applied to financial data and making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying condensed
financial statements in order for them to be in conformity with
generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of Electric &
Gas Technology, Inc. and Subsidiaries as of July 31, 2000 and the
related statements of operations, changes in stockholders' equity
and cash flows for the year then ended (not presented separately
herein), and in our report dated October 23, 2000, we expressed
an unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of July 31, 2000 is fairly stated,
in all material respects, in relation to the balance sheet taken
as a whole.
/s/ Jackson & Rhodes P.C.
Jackson & Rhodes P. C.
Dallas, Texas
December 5, 2000
3
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ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
October 31, 2000 and July 31, 2000
ASSETS
October 31, July 31,
2000 2000
CURRENT ASSETS (Unaudited)
Cash and cash equivalents $ 1,147,513 $ 450,267
Certificates of deposits 963,886 1,963,886
Investments, market 467,925 397,225
Accounts receivable, net 1,890,546 1,926,013
Inventories 2,535,274 2,453,047
Prepaid expenses 57,945 95,429
Total current assets 7,063,089 7,285,867
PROPERTY, PLANT AND EQUIPMENT, net 1,264,488 1,303,241
OTHER ASSETS 4,399,352 4,252,008
TOTAL ASSETS $12,726,929 $12,841,116
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 1,117,216 $ 1,496,081
Accounts payable 1,150,153 987,478
Accrued liabilities 213,864 169,269
Current maturities of long-term obligations 163,865 165,103
Total current liabilities 2,645,098 2,817,931
LONG-TERM OBLIGATIONS
Long-term obligations, less current maturities 789,942 833,500
STOCKHOLDERS' EQUITY
Preferred stock, $10 par value, 5,000,000 shares
authorized, issued and outstanding - none - -
Common stock, $.01 par value, 30,000,000 shares
authorized and issued 8,343,417 83,434 83,434
Additional paid-in capital 9,258,795 9,258,795
Retained earnings 592,493 453,652
Pension liability adjustment (84,085) (84,085)
Cumulative translation adjustment (549,385) (512,748)
9,301,252 9,199,048
Treasury stock, at cost 8,500 shares (9,363) (9,363)
Total stockholders' equity 9,291,889 9,189,685
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $12,726,929 $12,841,116
See accompanying notes.
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ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended October 31, 2000 and 1999
(Unaudited)
Three months ended
October 31,
2000 1999
Sales $3,019,055 $3,036,950
Cost of goods sold 2,122,960 2,247,788
Gross profit 896,095 789,162
Selling, general and
administrative expenses 816,112 836,788
Operating profit (loss) 79,983 (47,626)
Other income and (expenses)
Interest, net (5,227) 47,638
Investment gain 85,424 336,861
Other 4,128 2,284
84,325 386,783
Net earnings before income taxes 164,308 339,157
Income taxes 25,467 -
NET EARNINGS 138,841 339,157
Dividend on preferred stock - 15,879
Net earnings applicable to common stock $ 138,841 $ 323,278
Earnings available per Common share:
Net earnings $0.02 $0.04
Earnings available per Common share - assuming dilution:
Net earnings $0.02 $0.04
See accompanying notes.
5
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ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Three months ended October 31, 2000
(Unaudited)
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Accumulated
Other
Preferred Common Paid-in Retained Comprehensive Treasury
Stock Stock Capital Earnings Income Stock Total
Balance at July 31, 2000 $ - $83,434 $9,258,795 $453,652 $(596,833) $(9,363) $9,189,685
Net earnings 138,841 138,841
Currency translation adjustments (36,637) (36,637)
Comprehensive income 102,204
Balance at October 31, 2000 $ - $83,434 $9,258,795 $592,493 $(633,470) $(9,363) $9,291,889
</TABLE>
See accompanying notes.
6
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ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended October 31, 2000 and 1999
(Unaudited)
Three months ended
October 31,
2000 1999
Increase (decrease) in cash:
Cash flows from operating activities:
Net earnings $ 138,841 $ 339,157
Adjustments to reconcile net earnings ( loss)
to net cash provided by operating activities:
Depreciation and amortization 43,715 51,504
Gain on investments (85,424) (335,038)
Changes in assets and liabilities:
Accounts receivable 35,467 (251,745)
Inventories (82,227) (101,347)
Prepaid expenses 37,484 8,189
Other assets (311) 54,791
Accounts payable 125,996 100,724
Accrued liabilities 44,595 (26,099)
Net cash provided by(used in) operating activities 258,136 (159,864)
Cash flows from investing activities:
Investments 1,014,724 1,036,841
Increase in long-term investments - (500,000)
Advances to affiliates (148,704) -
Purchase of property, plant and equipment (3,291) (50,420)
Net cash provided by(used in) investing activities 862,729 486,421
Cash flows from financing activities:
Increase (decrease) in notes payable and
long-term obligations (423,619) (434,337)
Net cash provided by(used in) financing activities (423,619) (434,337)
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 697,246 (107,780)
Cash and cash equivalents - beginning of period 450,267 378,340
Cash and cash equivalents- end of period $1,147,513 $ 270,560
See accompanying notes.
7
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ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Three months ended October 31, 2000 and 1999
(Unaudited)
Three months ended
October 31,
2000 1999
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $144,898 $ 69,578
See accompanying notes.
8
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ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2000
(Unaudited)
NOTE A - GENERAL
Electric & Gas Technology, Inc.("the Company"or "ELGT") was
organized under the laws of the State of Texas on March 18, 1985,
to serve as a holding company for operating subsidiary
corporations. The Company presently is the owner of 100% of
Reynolds and Hydel and owns 91.5% of AMT and, through such
subsidiaries, operates in three distinct business segments: (1)
production of atmospheric water, filtration and enhanced water
products (AMT); (2) the manufacture and sale of natural gas
measurement, metering and odorization equipment (Reynolds); and
(3) the manufacture and sale of electric meter enclosures and
pole-line hardware for the electric utility industry and the
general public (Hydel). Effective October 1, 1997, the Company
agreed to sell its defense electronics business segment and on
December 31, 1997 it sold its plastics segment. Both such
operations have been treated as discontinued operations.
Effective July 31, 1997, the Company discontinued the operations
of its metal fabrication segment which previously was engaged in
the manufacture and sale of precision metal enclosures for
telecommunication and computer equipment (Logic). The Company
sold its Canadian heating division and its U.S. meter socket and
Test Switch divisions during fiscal 1996 and 1995. These
operations were part of the electric segment.
The accompanying condensed financial statements have been
prepared in accordance with the regulations of the Securities and
Exchange Commission (SEC) for inclusion in the Company's
Quarterly Report on Form 10-Q. They are subject to year-end
audit adjustments; however, they reflect all adjustments of a
normal recurring nature which are, in the opinion of Management,
necessary for a fair statement of the results of operations for
the interim periods.
The statements were prepared using generally accepted accounting
principles. As permitted by the SEC, the statements depart from
generally accepted accounting disclosure principles in that
certain data is combined, condensed or summarized that would
otherwise be reported separately and certain disclosures of the
type that were made in the Notes to Financial Statements for the
year ended July 31, 2000 have been omitted, even though they are
necessary for a fair presentation of the financial position at
October 31, 2000 and 1999 and the results of operations and cash
flows for the periods then ended.
9
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ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
October 31, 2000
(Unaudited)
NOTE B - INVENTORIES
Inventories are comprised as follows:
October 31, 2000 July 31, 2000
Raw Materials $ 973,707 $ 945,411
Work in process 355,374 320,926
Finished Goods 1,206,193 1,186,710
$2,535,274 $2,453,047
NOTE C - COMMON AND PREFERRED STOCK AND EARNINGS PER SHARE
On December 15, 1995, the Company closed on a Note Purchase
Agreement with Allied Products Corporation ("Allied"), thereby
obtaining Allied's right, title and interest in and to a certain
Promissory Note and all security existing thereunder and
obligations of Cooper Manufacturing Corporation ("Cooper") under
this Note and the Facility Agreement formerly executed by Cooper
and its shareholders in exchange for $100,000 in cash and newly
issued 90,000 shares of Series A, $10.00 par value, 7%
Convertible Preferred stock of the Company. The promissory note
was due on December 31, 1995 and demand for payment was made on
Cooper and its guarantors. The preferred stock was convertible
into common stock of the Company at the ratio of two shares of
common stock for each share of preferred stock. Each holder of
record of the shares of preferred stock is entitled to one vote
per share equal to the voting rights of the common shareholders.
The Company had agreed to make whole any deficiency upon
conversion and subsequent sale after December 31, 1997 of the
Company's common stock for less than $900,000.
An Illinois's court awarded a judgement on January 28, 1999 in
favor of Allied and against the Company in the amount of
approximately $1,100,000. The lawsuit between Allied and the
Company was settled and dismissed. The settlement required the
repurchase by the Company of the 90,000 shares of preferred stock
for $1.1 million which would satisfy a judgement by the Court
requiring such a purchase. An affiliate acquired said 90,000
shares and the judgement. The transaction was completed by the
affiliate with $1.2 million of collateral supplied by the
Company. The affiliate pursued the sale of the preferred stock
to a third party, and on July 31, 2000, the Company retired the
preferred stock.
10
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ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
October 31, 2000
(Unaudited)
NOTE C - COMMON AND PREFERRED STOCK AND EARNINGS PER
SHARE(Continued)
The following table sets forth the computation of basic and
diluted earnings per share:
Three months ended
October 31,
2000 1999
Numerator
Net income $138,841 $339,157
Preferred stock dividends - (15,879)
Numerator for basic earnings per share
Net income available to
common stockholders operations $138,841 $323,278
Effect of dilutive securities
Preferred stock dividends $ - $ 15,879
Numerator for diluted earnings per share
Net income available to common
stockholders after assumed conversion $138,841 $339,157
Denominator
Denominator for basic earnings per share
weighted-average shares 8,334,917 8,343,417
Effect of dilutive securities:
Options 40,564 74,649
Preferred stock - 900,000
40,564 974,649
Denominator for dilutive earnings per
share assumed conversion 8,375,481 9,318,066
Options to purchase shares ranging in price from $.50 to $.55 for
77,207 shares were outstanding during 2000 and 1999.
11
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ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
October 31, 2000
(Unaudited)
NOTE D - ACCUMULATED OTHER COMPREHENSIVE INCOME:
The components of other comprehensive income are as follows:
Currency Pension
Translations Liability
Adjustments Adjustments Total
Balance at July 31, 2000 $(512,748) $(84,085) $(596,833)
Currency translation adjustments (36,637) - (36,637)
Balance October 31, 2000 $(549,385) $(84,085) $(633,470)
NOTE E - INDUSTRY SEGMENT DATA:
The Company's business is primarily comprised of three industry
segments: i. water (AMT); ii. natural gas measurement and
recording devices and odorization (Reynolds); and iii. electrical
components and enclosures (Hydel) as set forth below. Operating
profits represent total sales less cost of sales and general and
administrative expenses.
Three Months Ended October 31, 2000
<TABLE>
<S> <C> <C> <C> <C> <C>
Genera
Water Gas Electric Corporate Consolidated
Sales $ - $ 850,354 $2,168,701 $ - $3,019,055
Cost of goods sold 13,477 406,111 1,703,372 - 2,122,960
Selling, gen. & adm. 6,594 270,403 324,509 214,606 816,112
Operating profit(loss) (20,071) 173,840 140,820 (214,606) 79,983
Interest, net - (19,379) (13,299) 27,451 (5,227)
Other income(expense) - 4,128 - 85,424 89,552
Net earnings (loss) from
continuing operations $(20,071) $ 158,589 $ 127,521 $(101,731) $ 164,308
</TABLE>
12
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ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
October 31, 2000
(Unaudited)
NOTE E - INDUSTRY SEGMENT DATA(Continued):
<TABLE>
<S> <C> <C> <C> <C> <C>
General
Water Gas Electric Corporate Consolidated
Assets:
Receivables $ - $ 633,793 $1,177,316 $ 79,437 $ 1,890,546
Inventory $ 54,200 $ 802,816 $1,678,258 $ - $ 2,535,274
Total assets $ 56,090 $1,985,917 $3,974,245 $6,710,677 $12,726,929
Depreciation $448 $20,174 $19,858 $3,235 $43,715
Additions PP&E $ - $9,360 $(6,069) $ - $3,291
</TABLE>
13
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company, through its subsidiaries, operates within three
separate industries. These are (i) production of atmospheric
water, filtration and enhanced water products; (ii) the
manufacture of natural gas measurement equipment and gas
odorization products; and (iii) the manufacture and sale of metal
enclosures and other electrical equipment for use in the electric
utility industry.
Results of Operations
Summary. The Company reported net earnings from of $138,841 and
$339,157 for the three months ended October 31, 2000 and 1999,
respectively. Operating income increased by $140,998 to $294,589
the result of higher margins in both the gas and electric
segments with reduced selling, general and administrative
expenses. Gross margins increased from 25.99% to 29.68%.
Selling, general and administrative expenses as a relationship to
revenues at the segment level decreased from 20.93% to 19.92% of
revenues. Net earnings for the quarter ended October 31, 1999
were materially effected by the Company's successful resolution
of its lawsuit with its former manufacturer's representative of
its discontinued metal fabrication segment. The Company had
previously provided a reserve of approximately $500,000 against
any potential exposure in connection with the lawsuit and any
claims made by the purchaser of the business.
Increases(decreases) for the three months period ended October
31, 2000, as compared with the similar period of 1999, for key
operating data were as follows:
Three Months Ended
October 31, 2000
Increase Percent
(Decrease) Change
Operating Revenues $(17,895) (.59)
Operating Income 140,998 91.80
Earnings (loss) from operations
before income taxes (174,849) (51.55)
Net Earnings Per Share (.02) (50.00)
14
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The following table represents the changes [increase/(decrease)]
in operating revenues, operating income and net earnings before
income taxes by the respective industry segments when compared to
the previous period:
Three Months Ended
October 31, 2000
Increase
(Decrease) Percent
Operating Revenues:
Water $ - -
Gas 92,487 516.83
Electric (110,382) (616.83)
$ (17,895) 100.00
Operating Income (Loss):
Water $ (6,030) (4.27)
Gas 133,404 94.61
Electric 13,624 9.66
140,998 100.00
General Corporate (13,389)
Other Income (Expense) (302,458)
Earnings from continuing operations
before Income Taxes $(174,849)
Water segment had no revenues during the first quarters of fiscal
2001 and 2000. Expenses amounted to $20,071 and $14,041,
respectively, which were monies expended for further development
and testing of the "Watermaker." The Company continues to test
and develop this technology to ultimately produce reliable, safe
and marketable products.
Gas revenues increased by $92,487 for the three months ended
October 31, 2000. Operating income increased by $133,404 for the
three months ended October 31, 2000, resulting in operating
profit of $173,840, the result of increasing margins and slightly
reduced selling, general and administrative expenses. The
increase in revenues and improved margins were the result of
additional revenues earned on the joint venture with Niagara
Mohawk Power's BTU meter project. Future periods will not
benefit from this source of revenues until the commercialization
of the BTU meter.
15
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Electric revenues for the three months ended October 31, 2000,
decreasing by $(110,382) or (4.84)%. Gross margins for the
three months improved slightly to around 21.46%. Operating
profits increased by $13,624 due to the improved margins and
reduced selling, general and administrative expenses. The
electric segment consists of only the Canadian meter socket and
pole line hardware product lines selling almost entirely in the
Canadian markets.
With the exception of expense relationships discussed above in
the specific segment discussion, such other relationships remain
consistent. Operating profits increased by 91.80%, the effect of
increased margins 3.70% and reduced selling, general and
administrative expenses of 1.00%, discussed above, for the three
months ended October 31, 2000.
Liquidity and Capital Resources
Liquidity. Current assets of the Company totaled $7,063,089 at
October 31, 2000 and $7,285,867 at July 31, 2000. Current
liabilities decreased by $(172,833), resulting in a decrease in
working capital (current assets less current liabilities) to
$4,417,991 at October 31, 2000, from $4,467,936 at July 31, 2000.
The Company believes that it has and will generate sufficient
cash to meet its working capital requirements and debt
obligations.
Hydel has a working capital line-of-credit with a Canadian bank
in the amount of approximately $1,500,000. The Canadian credit
facility is secured by receivables, inventories and equipment of
Hydel.
The Company continues to borrow under its CIT Group
Credit/Finance, Inc. revolving and term loan facility. Borrowing
under the revolving portion is based on eligible accounts
receivable and inventory. The outstanding revolving loan balance
was $309,619 and the term loan balance was $35,953 at October 31,
2000.
Capital Expenditures
For Fiscal 2001, the Company (and its subsidiaries) does not
anticipate any significant capital expenditures, other than in
the ordinary course of replacing worn-out or obsolete machinery
and equipment utilized by its subsidiaries.
Dividend Policy
No cash dividends have been declared by the Company's Board of
Directors since the Company's inception. The Company does not
contemplate paying cash dividends on its common stock in the
foreseeable future since it intends to utilize it cash flow to
invest in its businesses.
16
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Other Business Matters
Inflation. The Company does not expect the current effects of
inflation to have any effect on its operations in the foreseeable
future. The largest single impact effecting the Company's
overall operations is the general state of the economy and
principally the home construction sector.
Information regarding and factors affecting forward looking
statements. Forward-looking statements include statements
concerning plans, objectives, goals, strategies, future events or
performances and underlying assumption and other statements which
are other than statements of historical facts. Certain statements
contained herein are forward-looking statements and, accordingly,
involve risks and uncertainties which could cause actual results
or outcomes to differ materially from those expressed in the
forward-looking statements. The Company's expectations, beliefs
and projections are expressed in good faith and are believed by
the Company to have a reasonable basis, including without
limitations, management's examination of historical operating
trends, data contained in the Company's records and other data
available from third parties, but there can be no assurance that
management's expectations, beliefs or projections will result, or
be achieved, or accomplished.
17
<PAGE>
PART II
ITEM 1. LEGAL PROCEEDINGS
Unites States of America, Plaintiff Vs Commercial Technology,
Inc., et.al.,Defendant in the United States District Court,
Northern District of Texas. Case number 3-99-CV-2668-X.
Plaintiff brought an action to collect on a defective judgement
to force the sale of an office building which was acquired from
the defendant by ELGT in 1987. The court has ruled that the
transaction the Government relied upon to enforce the judgement
was not a debt and was therefore not entitled to relief under the
Act; and that they are not entitled to a judicial sale of the
property. The Government's only further action is under the
Texas Fraudulent Conveyance Statutes for which there is no
evidence to support such findings. Management believes ELGT has
no significant exposure under this action and will vigorously
defend its position.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) NONE
(b) Reports on Form 8-K.
NONE
18
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SIGNATURE
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.
ELECTRIC & GAS TECHNOLOGY, INC.
/s/ Edmund W. Bailey
Edmund W. Bailey
Vice President and
Chief Financial Officer
Dated: December 8, 2000
19
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