<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 2000
------------
Commission File No. 0-23204
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BOSS HOLDINGS, INC.
-------------------
(Exact name of registrant as specified in its charter)
Delaware 58-1972066
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
221 West First Street
Kewanee, Illinois 61443
------------------------
(Address of principal executive offices)
(309) 852-2131
--------------
(Issuer's telephone number)
Check 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 at least the past 90 days. Yes X No
----- -----
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at August 3, 2000
----- -----------------------------
Common Stock, $.25 par value 1,934,904
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
2
<PAGE> 3
<TABLE>
BOSS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
ASSETS
<CAPTION>
JULY 01, December 25,
2000 1999
-------- ------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 3,266 $ 3,997
Accounts receivable, net 5,525 6,773
Inventories 12,035 9,700
Prepaid expenses & other 279 648
-------- --------
Total current assets 21,105 21,118
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PROPERTY AND EQUIPMENT, NET 4,948 5,145
OTHER ASSETS 29 29
-------- --------
$ 26,082 $ 26,292
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,108 $ 1,161
Current portion of long-term obligations 146 968
Current portion of capital lease obligation 90 86
Accrued payroll and related expenses 594 736
Accrued liabilities & other 3,463 3,835
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Total current liabilities 5,401 6,786
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LONG-TERM OBLIGATIONS, NET OF CURRENT PORTION 3,449 1,816
STOCKHOLDERS' EQUITY
Common stock 484 484
Additional paid-in capital 67,437 67,437
Accumulated deficit (48,846) (48,391)
Currency translation (93) (90)
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18,982 19,440
Less: treasury shares and warrants - at cost 1,750 1,750
-------- --------
Total Stockholders' equity 17,232 17,690
-------- --------
$ 26,082 $ 26,292
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
<TABLE>
BOSS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
<CAPTION>
SIX MONTHS Six Months
QUARTER ENDED Quarter ended ENDED ended
JULY 01, 2000 June 26, 1999 JULY 01, 2000 June 26, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Sales $ 6,977 $ 7,483 $ 17,633 $ 16,613
Cost of Sales 4,889 5,360 12,002 11,629
---------- ---------- ---------- ----------
Gross Profit 2,088 2,123 5,631 4,984
Operating Expenses 2,772 2,908 6,030 5,653
---------- ---------- ---------- ----------
Operating Loss (684) (785) (399) (669)
---------- ---------- ---------- ----------
Other Income and (Expense)
Interest Income 42 25 99 48
Interest Expense (70) (150) (161) (270)
Other 11 11 27 13
---------- ---------- ---------- ----------
Loss Before Income Tax (701) (899) (434) (878)
Income Tax Expense (Benefit) 5 (1) 19 0
---------- ---------- ---------- ----------
Net Loss $ (706) $ (898) $ (453) $(878)
========== ========== ========== ==========
Weighted Average Shares Outstanding 1,934,905 1,949,072 1,934,905 1,940,291
Basic Earnings Per Common Share $ (0.36) $ (0.46) $ (0.23) $ (0.45)
========== ========== ========== ==========
Diluted Earnings Per Common Share $ (0.36) $ (0.46) $ (0.23) $ (0.45)
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
<TABLE>
BOSS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<CAPTION>
Six Months ended Six Months ended
July 01, 2000 June 26, 1999
---------------- ----------------
<S> <C> <C>
CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES:
Net income $ (453) $ (878)
Adjustments to reconcile net income to net cash provided
by operations:
Depreciation and amortization 228 176
(Increase) decrease in operating assets:
Accounts receivable 1,248 2,250
Inventories (2,335) (13)
Prepaid expenses and other current assets 369 (183)
Deferred charges and other assets 0 154
Increase (decrease) in operating liabilities:
Accounts Payable (53) (673)
Accrued liabilities (514) (253)
------- -------
Net cash provided (used) by operating activities (1,510) 580
------- -------
CASH FLOWS USED BY INVESTING ACTIVITIES:
Purchases of property and equipment (33) (265)
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Net cash used by investing activities (33) (265)
------- -------
CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:
Net borrowings (payments) on long-term obligations 815 (1,247)
Purchase and retirement of stock 0 (19)
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Net cash provided (used) by financing activities 815 (1,266)
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Effect of exchange rates on cash and cash equivalents (3) 32
------- -------
Net decrease in cash during period (731) (919)
Cash and cash equivalents at the beginning of the period 3,997 2,131
------- -------
Cash and cash equivalents at the end of the period $ 3,266 $ 1,212
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
BOSS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JULY 1, 2000
NOTE 1. BASIS OF PRESENTATION
The consolidated financial statements included in this report have been
prepared by Boss Holdings, Inc. (the "Company") pursuant to the rules and
regulations of the Securities and Exchange Commission for interim reporting
and include all normal and recurring adjustments which are, in the opinion of
management, necessary for a fair presentation. An independent accountant has
not audited these financial statements. The consolidated financial
statements include the accounts of the Company and its subsidiaries.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations for interim reporting. The Company believes that the
disclosures are adequate to make the information presented not misleading.
However, these financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's Annual
Report on Form 10-K, for the year ended December 25, 1999. The financial
data for the interim periods presented may not necessarily reflect the
results to be anticipated for the complete year.
Certain amounts in prior year's financial statements have been
reclassified to conform to the 2000 presentation.
NOTE 2. EARNINGS (LOSS) PER SHARE
Basic net earnings per common share is based upon the weighted average
number of common shares outstanding during the period. Diluted net earnings
per common share is based upon the weighted average number of common shares
outstanding plus dilutive potential common shares, including options and
warrants outstanding during the period.
NOTE 3. INVENTORIES
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
July 1, Dec. 25,
2000 1999
-------- --------
<S> <C> <C>
Raw materials $ 1,282 $ 1,390
Work-in-process 329 335
Finished goods 10,424 7,975
-------- -------
$ 12,035 $ 9,700
-------- -------
</TABLE>
NOTE 4. LONG-TERM OBLIGATIONS
In June 2000, the Company entered into a loan and security agreement
(the "Credit Agreement") with a commercial bank. The Credit Agreement
expires in 2002 and provides a revolving credit facility up to $10 million
based on a formula that includes eligible accounts receivable and inventory.
Interest is payable monthly at the bank's prime rate or, at the Company's
option, LIBOR plus 2.1% (effective rate of 8.75% at July 1, 2000). The
Company incurs an unused line fee of 1/8% per annum on the unused portion of
the credit facility.
6
<PAGE> 7
BOSS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JULY 1, 2000
NOTE 4. LONG-TERM OBLIGATIONS - CONTINUED
The Credit Agreement includes certain restrictive covenants common for
such agreements and requires maintenance of certain minimum financial ratios.
The Company's accounts receivable and inventory secure the credit facility.
NOTE 5. DISPOSAL OF OPERATING ASSETS
During the fourth quarter of 1999, the Company recorded a charge of
$1,100,000 in connection with the planned closing and disposition of
manufacturing facilities in Greenville, Alabama. The Company originally
planned to cease operations at this facility by June 30, 2000. Operations
are now expected to continue through August 31, 2000 with a substantially
reduced work force. The Company has received a letter of intent for the sale
of the Greenville real property and essentially all equipment with an
expected closing of August 31, 2000.
Certain expenses of the Greenville facility incurred during the first
six months of 2000 were charged to the estimated disposition liability
recorded in 1999. At this time, management believes the disposition
liability should be adequate to cover the costs associated with closing
operations in Greenville. However, actual proceeds from the sale of property
and raw material inventory liquidation may vary from current estimates.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Certain statements, other than statements of historical fact, included
in this Quarterly Report including, without limitation, the statements under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" are, or may be deemed to be, forward-looking statements that
involve significant risks and uncertainties, and accordingly, there is no
assurance that these expectations will be correct. These expectations are
based upon many assumptions that the registrant believes to be reasonable,
but such assumptions ultimately may prove to be materially inaccurate or
incomplete, in whole or in part and, therefore, undue reliance should not be
placed on them. Several factors which could cause actual results to differ
materially from those discussed in such forward-looking statements include,
but are not limited to: uncertainties and changes in general economic
conditions, unusual weather patterns which could affect domestic demand for
the registrant's products, performance and price issues with international
suppliers, greater than anticipated operating asset disposition costs,
pricing policies of competitors and the ability to attract and retain
employees in key positions. All subsequent forward-looking statements
attributable to the registrant or persons acting on its behalf are expressly
qualified in their entirety.
SALES
<TABLE>
----------------------------------------------------------------------------
<CAPTION>
QUARTER YEAR-TO-DATE
SALES BY SEGMENT ------------------- -------------------
$(000) 2000 1999 2000 1999
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Work Gloves & Protective Wear 5,846 5,782 14,974 13,719
----------------------------------------------------------------------------
Pet Supplies 679 1,197 1,627 1,920
----------------------------------------------------------------------------
Corporate & Other 452 504 1,032 974
----------------------------------------------------------------------------
Total Sales 6,977 7,483 17,633 16,613
----------------------------------------------------------------------------
</TABLE>
Total revenues for the three months ended July 1, 2000 were $6,977,000,
down $506,000, or 6.8%, from the comparable quarter in 1999. Sales in the
work gloves and protective wear segment increased $64,000, or 1.1%. Sales in
this segment increased slightly due to improved volume in the industrial
market with the consumer market essentially unchanged from the prior year.
Selling prices fell from the comparable period in 1999 because of competitive
pressure and lower purchase costs on imported goods.
In the pet supplies segment, second quarter sales declined $518,000, or
43.3%, from the prior year due to the loss of a major account at the end of
1999. In addition, the Company's largest customer in this segment notified
the Company of its intent to obtain pet supplies from another supplier by the
end of 2000. The loss of these two accounts is expected to significantly
reduce 2000 sales in the pet supplies segment. The Company has recruited a
new sales team with industry experience to aggressively pursue new business.
In addition, the Company is importing certain key products to improve its
cost structure.
Sales in the corporate and other segment consist primarily of balloon
revenues. Sales in this segment declined $52,000 on reduced volume.
8
<PAGE> 9
For the six month period ended June 26, 1999, consolidated sales
totaled $17,633,000, an increase of $1,020,000, or 6.1%, from the comparable
period in 1999. This sales increase was attributable to the work gloves and
protective wear segment and resulted from volume increases primarily in the
first quarter due to new customers added in the fourth quarter of 1999.
Increased sales in the work gloves and protective wear segment were partially
offset by reduced sales in the pet supplies segment which declined because of
the loss of certain key customers.
COST OF SALES
<TABLE>
----------------------------------------------------------------------------
<CAPTION>
QUARTER YEAR-TO-DATE
COST OF SALES BY SEGMENT ------------------- -------------------
$(000) 2000 1999 2000 1999
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Work Gloves & Protective Wear 4,241 4,288 10,591 9,820
----------------------------------------------------------------------------
Pet Supplies 449 779 995 1,224
----------------------------------------------------------------------------
Corporate & Other 199 293 416 585
----------------------------------------------------------------------------
Total Cost of Sales 4,889 5,360 12,002 11,629
----------------------------------------------------------------------------
</TABLE>
Cost of sales for the three months ended July 1, 2000 were $4,889,000
compared to $5,360,000 in the corresponding period of 1999. The drop in cost
of sales reflects the sales decline previously discussed as well as the
reduction in the purchase price of goods. On a percentage of sales basis,
cost of sales totaled 70.1%, down from 71.7% for the second quarter of 1999.
This improvement resulted from reduced costs in both the work gloves and
protective wear segment and the corporate and other segment. The cost of
imported products in the work glove and protective wear segment continued to
decline as previously discussed. In the corporate and other segment, margins
improved because the Company discontinued domestic manufacturing and began
importing balloons from Mexico during 1999.
On a year to date basis, cost of sales in 2000 totaled $12,002,000, up
$373,000 from 1999. This increase was due primarily to higher sales in 2000.
As a percentage of sales, cost of sales declined to 68.1%, down 1.9% from
1999. The lower cost of sales percentage resulted primarily from reduced
costs in the corporate and other segment associated with the importing of
balloons from Mexico. The Company also experienced slightly improved margins
in its other segments of business because of lower pricing on imported goods.
OPERATING EXPENSES
<TABLE>
----------------------------------------------------------------------------
<CAPTION>
OPERATING EXPENSES BY QUARTER YEAR-TO-DATE
SEGMENT ------------------- -------------------
$(000) 2000 1999 2000 1999
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Work Gloves & Protective Wear 2,113 2,020 4,654 4,190
----------------------------------------------------------------------------
Pet Supplies 285 273 618 517
----------------------------------------------------------------------------
Corporate & Other 374 615 758 946
----------------------------------------------------------------------------
Total Operating Expenses 2,772 2,908 6,030 5,653
----------------------------------------------------------------------------
</TABLE>
Operating expenses (selling, general and administrative expenses)
totaled $2,772,000 for the three months ended July 1, 2000, compared to
$2,908,000 for the corresponding period in 1999. The decline in operating
expenses in comparison to 1999 is due primarily to legal expenses incurred
during the prior year in connection with litigation settled during the third
quarter of 1999. Operating expenses increased in the work glove and
protective wear segment due in part to higher depreciation and operating
expenses on the Company's new computer system and increases in certain
warehousing expenses.
9
<PAGE> 10
For the six month period ended July 1, 2000 operating expenses were
$6,030,000, up $377,000 from the comparable period in 1999. Such expenses
increased in the work glove and protective wear segment due in part to
variable expenses associated with increased sales such as commissions and
shipping. In addition, operating expenses were up in this segment due to
higher depreciation and operating expenses on the new computer system and
increases in certain warehousing expenses. Operating expenses declined in
the corporate and other segment due to reduced legal expenses in 2000 as
previously discussed.
OPERATING INCOME
<TABLE>
----------------------------------------------------------------------------
<CAPTION>
QUARTER YEAR-TO-DATE
OPERATING INCOME (LOSS) BY ------------------- -------------------
SEGMENT $(000) 2000 1999 2000 1999
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Work Gloves & Protective Wear (508) (526) (271) (291)
----------------------------------------------------------------------------
Pet Supplies (55) 145 14 179
----------------------------------------------------------------------------
Corporate & Other (121) (404) (142) (557)
----------------------------------------------------------------------------
Total Operating Income (Loss) (684) (785) (399) (669)
----------------------------------------------------------------------------
</TABLE>
For the second quarter of 2000, the Company's operating loss totaled
$684,000, an improvement of $101,000 in comparison to the second quarter of
1999. The corporate and other segment produced the greatest improvement from
1999 due to improved margins on the balloon operations in this segment and
reduced legal expenses in the corporate area. The operating loss in the work
gloves and protective wear segment also declined slightly due to increased
sales and improved margins. Pet supplies generated an operating loss of
$55,000 for the second quarter of 2000 because of lower sales as discussed
above. The second quarter is historically the Company's weakest in the work
gloves and protective wear segment due to reduced product demand in warm
weather months.
The Company generated an operating loss of $399,000 for the six month
period ended July 1, 2000 compared to a loss of $669,000 during the first six
months of 1999. As previously discussed, improved results in the corporate
and other segment comprised the bulk of this improvement. Reduced earnings
in the pet supplies segment attributable to reduced sales partially offset
the improvement in results from the corporate and other segment.
OTHER INCOME (EXPENSE)
The Company incurred $70,000 in interest expense during the second
quarter of 2000, a decrease of $80,000 from the comparable period in 1999.
Interest expense declined because of reduced borrowings under the Company's
revolving line of credit during the quarter due in large part to reduced
inventory levels in comparison to the second quarter of 1999. Interest
income for the quarter ended July 1, 2000 totaled $42,000, an increase of
$17,000 from the previous year due to increased cash on hand which resulted
from litigation settlement proceeds in the second half of 1999.
On a year to date basis through July 1, 2000, interest expense totaled
$161,000, down $109,000 from 1999. Reduced inventory levels in comparison
to 1999 were the primary factor in this decrease. Interest income for the
six-month period increased from $48,000 in 1999 to $99,000 in 2000 due to
increased cash on hand as discussed above.
10
<PAGE> 11
The Company entered into a new loan and security agreement with a
commercial bank during the second quarter of 2000. The new agreement, which
expires in 2002, provides a revolving credit facility of up to $10 million.
Terms of the new loan and security agreement are generally favorable in
comparison to the Company's previous line of credit with interest charged at
prime or, at the Company's option, LIBOR plus 2.1%. The Company's accounts
receivable and inventory secure the credit facility.
TAXES
Tax expense reflects state income taxes on certain of the Company's
operations. Because of losses in prior years, the Company recorded no
federal income tax expense during the periods presented and has available
substantial net operating loss carryforwards for federal income tax purposes.
These carryforwards have certain limitations due to changes in control
experienced in previous years.
LIQUIDITY AND CAPITAL RESOURCES
Operating activities used $1,510,000 in cash flow through the first six
months of 2000, compared with $580,000 of cash provided by operating
activities during the same period in 1999. The use of cash during 2000 was
due in large part to increased inventory levels in the second quarter. The
Company's substantially reduced 1999 year-end inventory levels did not
adequately support first quarter 2000 shipping requirements. The Company
began building inventory during the second quarter of 2000 to improve
shipping performance and meet expected demand during the third quarter. In
addition to the change in inventory, the Company's seasonal decline in
accounts receivable was smaller in 2000 than in the previous year due to
higher sales during the first half of 2000.
Cash used by investing activities totaled $33,000 for the six months
ended July 1, 2000, a decrease of $232,000 from 1999. Purchases of property
and equipment were nominal in the first half of 2000. Capital expenditures
in 1999 were primarily associated with the implementation of the Company's
new computer system.
Financing activities provided cash of $815,000 through the first six
months of 2000 as the Company borrowed funds to support working capital
requirements.
Under the terms of its $10,000,000 revolving line of credit, the
Company had drawn approximately $1,752,000 as of July 1, 2000. Based on the
provisions of the credit agreement, the Company had additional availability
of $5,900,000 under its line of credit as of July 1, 2000. The Company
expects the availability under the current credit facility and current cash
on hand to provide adequate liquidity for the Company's expected working
capital and operating needs.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
The Company has minimal exposure to market risks such as changes in
foreign currency exchange rates and interest rates. The value of the
Company's financial instruments is generally not impacted by changes in
interest rates and the Company has no investments in derivatives.
Fluctuations in interest rates are not expected to have a material impact on
the interest expense incurred under the Company's revolving credit facility.
11
<PAGE> 12
PART II.--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in various lawsuits in the ordinary course of
business. These lawsuits primarily involve claims for damages arising out of
commercial disputes. Management believes the ultimate disposition of these
matters should not materially impair the Company's consolidated financial
position or liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of the Company's stockholders was held on Tuesday,
May 23, 2000 in St. Louis, MO. At the meeting the stockholders voted on the
following items:
1) Elected six directors of the Company, each to serve until the
next annual meeting of stockholders and until his successor has
been elected and qualified or until his earlier resignation or
removal.
<TABLE>
<CAPTION>
For Withheld
--- --------
<S> <C> <C>
G. Louis Graziadio, III 1,693,196 1,614
Perry A Lerner 1,693,468 1,282
Lee E. Mikles 1,693,357 1,393
Paul A Novelly 1,693,199 1,551
Richard D. Squires 1,693,399 1,351
J. Bruce Lancaster 1,693,279 1,471
</TABLE>
2) Approved an amendment to the Company's Certificate of Incorporation
to reduce the number of authorized shares of common stock of the
Company from 50,000,000 to 10,000,000.
1,686,580 for 7,673 against 482 abstain
3) Approved an amendment to the Company's 1998 Incentive Stock Option
Plan to increase the number of shares reserved for issuance under
the plan from 210,000 to 285,000.
805,114 for 81,240 against 492 abstain
4) Approved an amendment to the Company's 1998 Incentive Stock Option
Plan to provide for accelerated vesting of options issued under
the plan upon the occurrence of certain corporate transactions.
809,090 for 76,788 against 1,007 abstain
12
<PAGE> 13
5) Approved an amendment to the Company's 1998 Non-Employee Director
Stock Plan to increase the number of shares reserved for issuance
under the plan from 90,000 to 140,000.
801,883 for 87,250 against 752 abstain
6) Approved and ratified the appointment of Grant Thornton LLP as
the Company's independent auditors for the fiscal year ending
December 30, 2000.
1,684,088 for 9,874 against 788 abstain
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
3.1.2 Amendment to the Company's Certificate of Incorporation, dated
June 30, 2000.
10.7 Loan and Security Agreement between Boss Holdings, Inc., Boss
Manufacturing Company and American National Bank and Trust
Company of Chicago dated June 16, 2000.
10.8 Amendment to the Company's 1998 Non-Employee Director Stock
Option Plan, dated May 23, 2000.
10.9 Amendment to the Company's 1998 Incentive Stock Option Plan,
dated May 23, 2000.
27.1 Financial Data Schedule (filed electronically with the
SEC only)
(b) Reports on Form 8-K
-------------------
For the current quarter, no reports on Form 8-K were filed.
13
<PAGE> 14
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.
BOSS HOLDINGS, INC.
Dated: August 14, 2000 By: /s/ J. Bruce Lancaster
--------------- -----------------------
J. Bruce Lancaster
Chief Financial Officer
(principal financial officer)
14
