SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the quarter ended . . . . . . . . . . . . . . . . . March 31, 2002
Commission file number . . . . . . . . . . . . . . . . . . . . .0-9347
ALANCO TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Arizona 86-0220694
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
15575 N. 83rd Way, Suite 3, Scottsdale, Arizona 85260
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(Address of principal executive offices) (Zip Code)
(480) 607-1010
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(Registrant's telephone number, including area code)
Indicate by check mark whether 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 and (2) has been subject to such filing requirements for
the past 90 days.
YES XX NO
--- ---
As of May 7, 2002 there were 10,199,100 shares of common stock issued
and outstanding.
Forward-Looking Statements: Some of the statements in this Form 10-QSB
Quarterly Report, as well as statements by the Company in periodic press
releases, oral statements made by the Company's officials to analysts and
shareholders in the course of presentations about the Company constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Words or phrases denoting the anticipated results
of future events such as "anticipate," "believe," "estimate," "will likely,"
"are expected to," "will continue," "project," "trends" and similar expressions
that denote uncertainty are intended to identify such forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking
statements. Such factors include, among other things, (i) general economic and
business conditions; (ii) changes in industries in which the Company does
business; (iii) the loss of market share and increased competition in certain
markets; (iv) governmental regulation including environmental laws; and (v)
other factors over which the company has little or no control.
ALANCO TECHNOLOGIES, INC.
INDEX
Page Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
March 31, 2002 and June 30, 2001.......................3
Consolidated Statements of Operations
For the three months ended March 31,
2002 and 2001..........................................4
Consolidated Statements of Operations
For the nine months ended March 31,
2002 and 2001..........................................5
Consolidated Statements of Cash Flows
For the nine months ended March 31,
2002 and 2001..........................................6
Notes to Consolidated Financial Statements.................8
Note A - Basis of Presentation
Note B - Basis of Earnings per Share Calculation
Note C - Inventories
Note D - Sale of Assets
Note E - Subsequent Events
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................... 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ........................................12
Item 4. Submission of Matters to a
Vote of Security Holders .............................12
Item 6. Exhibits..................................................13
Signature .........................................................13
ALANCO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
Mar 31, 2002 June 30, 2001
------------ -------------
CURRENT ASSETS
Cash $ 4,000 $ 81,000
Accounts receivable, net 1,031,300 1,209,400
Subscriptions receivable -- 563,500
Notes receivable, net 1,130,600 677,500
Inventories 1,344,500 1,218,500
Prepaid expenses 88,800 35,000
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Total current assets 3,599,200 3,784,900
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PROPERTY, PLANT AND EQUIPMENT, NET 341,700 496,000
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OTHER ASSETS
Intangible assets, net 1,582,700 1,420,400
Notes Receivable, net 450,000 966,100
Investment 375,200 2,475,200
Net assets held for sale 592,900 603,300
Other assets 27,900 35,500
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Total other assets 3,028,700 5,500,500
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TOTAL ASSETS $ 6,969,600 $ 9,781,400
=========== ===========
CURRENT LIABILITIES
Accounts payable & accruals $ 1,000,600 $ 1,010,600
Bank line 976,400 885,600
Notes payable, current -- 248,600
Deferred gain, pollution control products 589,700 589,700
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Total Current Liabilities 2,566,700 2,734,500
LONG TERM LIABILITIES
Deferred gain, pollution control products 378,000 378,000
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TOTAL LIABILITIES 2,944,700 3,112,500
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SHAREHOLDERS' EQUITY
Preferred Stock:
Class A, cumulative convertible preferred
stock; 5,000,000 shares authorized, of
which none are issued and outstanding
at 3/31/02 -- --
Class B, cumulative preferred stock:
2,000,000 authorized and none outstanding -- --
Common Stock, no par value, 100,000,000
shares authorized; 10,199,100 and 8,720,300
shares issued, respectively 58,436,000 57,653,000
Treasury Stock -- (40,000)
Accumulated deficit (54,411,100) (50,944,100)
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Total shareholders' equity 4,024,900 6,668,900
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TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 6,969,600 $ 9,781,400
=========== ===========
The accompanying notes are an integral part of these financial statements
<page>
ALANCO TECHNOLOGIES, INC
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31,
<s>
2002 2001
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NET SALES $ 902,700 $ 2,385,300
Cost of goods sold 300,600 1,529,700
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GROSS MARGIN 602,100 855,600
Selling, general and administrative 819,000 1,634,900
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OPERATING LOSS (216,900) (779,300)
OTHER INCOME AND EXPENSE
Other income, net 39,600 7,500
Impairment of Gold and Minerals Investment (2,100,000) --
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LOSS FROM CONTINUING OPERATIONS (2,277,300) (771,800)
Preferred stock dividend -- (41,700)
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LOSS - CONTINUING OPERATIONS ATTRIBUTABLE
TO COMMON SHAREHOLDERS (2,277,300) (813,500)
LOSS FROM DISCONTINUED OPERATIONS (3,300) (9,500)
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NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (2,280,600) $ (823,000)
============ =============
EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED
- Continuing Operations attributable
to common shareholders $ (0.25) $ (0.12)
============ =============
- Discontinued Operations $ (0.00) $ (0.00)
============ =============
- Net Loss $ (0.25) $ (0.12)
============ =============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 9,170,250 6,787,900
============ =============
The accompanying notes are an integral part of these financial statements
ALANCO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
FOR THE NINE MONTHS ENDED MARCH 31,
2002 2001
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NET SALES $ 4,516,700 $ 7,694,500
Cost of goods sold 2,486,800 4,665,000
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GROSS MARGIN 2,029,900 3,029,500
Selling, general and administrative 3,433,600 4,899,600
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OPERATING LOSS (1,403,700) (1,870,100)
Other income, net 29,200 22,700
Impairment of Gold and Minerals Investment (2,100,000) --
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LOSS FROM CONTINUING OPERATIONS (3,474,500) (1,847,400)
Preferred stock dividend -- (98,300)
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LOSS - CONTINUING OPERATIONS ATTRIBUTABLE
TO COMMON SHAREHOLDERS (3,474,500) (1,945,700)
INCOME FROM DISCONTINUED OPERATIONS 7,300 249,000
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NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (3,467,200) $ (1,696,700)
============ =============
EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED
- Continuing Operations attributable
to common shareholders $ (0.38) $ (0.29)
============ =============
- Discontinued Operations $ 0.00 $ 0.04
============ =============
- Net Loss $ (0.38) $ (0.25)
============ =============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 9,170,250 6,787,900
============ =============
The accompanying notes are an integral part of these financial statements
ALANCO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
FOR THE NINE MONTHS ENDED MARCH 31,
2002 2001
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations $ (3,474,500) $ (1,847,400)
Adjustments to reconcile net income to net
Cash used in operating activities:
Depreciation and amortization 182,800 308,700
Stock issued for services 30,700 11,100
Writedown of investment 2,100,000 --
(Increase) decrease in:
Accounts receivable 178,100 (659,400)
Inventory (126,000) (23,600)
Net assets of disposed operations 10,400 164,300
Prepaid expenses and other assets (46,200) (11,700)
(Increase) decrease in:
Accounts payable and accrued expenses (10,000) (208,400)
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Net cash used in continuing operations (1,154,600) (2,266,400)
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Income from discontinued operations 7,300 249,000
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Net cash used in operating activities (1,147,300) (2,017,400)
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CASH FLOWS FROM INVESTING ACTIVITIES
Collection of notes receivable 63,000 1,735,700
Purchase of property, plant and equipment (28,100) (165,200)
Intangible Assets, related to acquisitions (162,600) (6,100)
Deferred Gain -- 967,700
Purchase of treasury stock -- (40,000)
Other -- (21,900)
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Net cash provided by (used in) investing
activities (127,700) 2,470,200
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CASH FLOWS FROM FINANCING ACTIVITIES
Advances on borrowings 1,592,500 903,600
Repayment on borrowings (1,750,300) (1,574,000)
Issuance of Stock 792,300 --
Subscriptions receivable 563,500 --
Proceeds from sale of preferred stock -- 138,300
Dividends on Preferred Stock -- (98,300)
Proceeds from exercise of options -- 42,500
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Net cash provided by (used in) financing
activities 1,198,000 (587,900)
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NET DECREASE IN CASH $ (77,000) $ (135,100)
CASH AND CASH EQUIVALENTS, beginning of year $ 81,000 $ 176,700
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CASH AND CASH EQUIVALENTS, end of quarter $ 4,000 $ 41,600
============ ============
SUPPLEMENTAL SCHEDULE OF CASH FLOW
INFORMATION
Cash paid for interest $ 18,600 $ 15,287
============ ============
Value of stock issued for services $ 30,700 $ 11,100
============ ============
Write-down of investment property $ 2,100,000 $ --
============ ============
The accompanying notes are an integral part of these financial statements
ALANCO TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR NINE MONTHS ENDED MARCH 31, 2002
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB. Accordingly,
certain information and footnote disclosures normally included in financial
statements prepared in accordance with Generally Accepted Accounting Principles
have been condensed or omitted. These interim consolidated financial statements
should be read in conjunction with the Company's June 30, 2001, Annual Report on
Form 10-KSB. In the opinion of management, the accompanying consolidated
financial statements include all adjustments consisting of normal recurring
accruals necessary to present fairly the financial position, results of
operations and statement of cash flows as of March 31, 2002, and for all periods
presented. The results of operations for the nine months ending March 31, 2002,
are not necessarily indicative of the operating results to be expected for an
entire year.
Historically, goodwill was written off over 15 years. Commencing in
fiscal year 2002, the Company ceased writing off goodwill balances over a
specific period pursuant to FAS 141 & 142. However, per Company policy, goodwill
balances are reviewed at least annually to determine appropriateness of
valuation and presentation based upon anticipated cash flows.
All significant intercompany balances, transactions and stock holdings
have been eliminated from the accompanying interim financial statements.
Note B - Basis of Loss Per Share Calculations
Loss per share of common stock was computed by dividing the net loss by
the weighted average number of shares of outstanding common stock.
Diluted earnings per share are computed based on the weighted average
number of shares of common stock and dilutive securities outstanding during the
period. Dilutive securities are options and warrants that are freely executable
into common stock at less than the prevailing market price. Dilutive securities
are not included in the weighted average number of shares when inclusion would
increase the earnings per share or decrease the loss per share.
Note C -Inventories
Inventories have been recorded at the lower of cost or market. The
composition of inventories as of March 31, 2002 and June 30, 2001, is listed
below:
March 31, 2002 June 30, 2001
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Finished goods $ 869,500 $ 824,200
Work-in-process 91,200 109,500
Raw material 383,800 284,800
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$ 1,344,500 $ 1,218,500
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Note D - Asset Impairment Charge
During the quarter ended March 31, 2002 the Company reported an asset
impairment charge of $2.1 million, or $.23 per share, against its investment in
Gold & Minerals, Inc. ("G&M"), a private Arizona-based mining company. The
charge resulted from Alanco's negotiation of a transaction to exchange the G&M
investment for approximately 8.9% of the outstanding shares of Technology
Systems International, Inc., a private company that Alanco had agreed to acquire
in an all-stock transaction. The charge reduces the investment in G&M to
approximately $375,000, an estimated value of 8.9% of the Alanco common stock to
be issued to TSI at closing pursuant to the TSI acquisition agreement. The
acquisition agreement also provides the potential for a significant number of
additional Alanco shares to be issued to TSI under an earn-out formula, the
value of which has not been considered in determining the adjusted valuation of
the investment. (See the Alanco Proxy Statement filed on April 22, 2002 for
further discussion of the TSI acquisition.)
Note E - Subsequent Event
A special shareholders' meeting was held on May 14, 2002 where
shareholders approved an amendment to Article IV of Alanco's Articles of
Incorporation to authorize the creation of Class B common stock, approved the
issuance of shares relative to the acquisition of the operations of Technology
Systems International, Inc., and approved the issuance of Series B Convertible
Preferred Stock to be issued in support of the TSI acquisition and subsequent
working capital requirements. A proxy statement pertaining to the special
shareholders' meeting was filed on April 22, 2002 and had been previously sent
to Alanco shareholders in anticipation of the special meeting.
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
1. Results of Operation
In accordance with Generally Accepted Accounting Principles, the
Company has limited its reported consolidated revenues for fiscal quarter and
nine months ended March 31, 2002 to revenues from its Computer Data Storage
segment, the only operation classified as a continuing operation. To maintain
comparability, certain balances from the Consolidated Statement of Operations
and Consolidated Statement of Cash Flows for the respective periods ended March
31, 2001 have been restated.
(A) Three months ended 3/31/02 versus 3/31/01
Consolidated revenue for the quarter ended March 31, 2002 was $902,700,
compared to $2,385,300 for the comparable quarter of the previous year, a
reduction of $1,482,600, or 62%. The reduction in revenue resulted from reduced
demand for the Company's data storage products and the closure of the Company's
SanOne operation, a subsidiary that had been launched in 2000 to capitalize on
the Storage Area Network (SAN) data storage market. Quarterly sales from
continuing operations, excluding the SanOne operation, decreased to $881,500,
compared to $1,897,100 for the same quarter of the previous year. The 54%
reduction in continuing operations comparable sales resulted from the technology
market slowdown that deferred and cancelled purchase orders. Management has seen
recent improvement in sales activity and expects the improvement in sales to
continue into the current quarter.
The Company reported an operating loss for the quarter ended March 31,
2002 of $216,900, compared to a loss of $779,300 for the comparable period of
the prior year. The improved operating results reported for the current quarter
were primarily attributable to a negotiated price concession from a vendor on
products sold, reduced losses of the Company's SanOne operation, which had been
closed during the quarter, and the implementation of cost controls over all
operations of the Company.
The loss from continuing operations attributable to common shareholders
for the current quarter was $2,277,300, or $.25 per share, compared to $813,500,
or $.12 per share, for the comparable quarter in 2001. The increase in the loss
was due to a $2.1 million non-cash asset impairment charge against the Company's
investment in Gold & Minerals, Inc. ("G&M"), a private Arizona-based mining
company. The impairment charge resulted from Alanco's negotiation of a
transaction to exchange the G&M investment for approximately 8.9% of the
outstanding shares of Technology Systems International, Inc., a private company
that Alanco had agreed to acquire in an all-stock transaction. The charge
reduces the value of the investment in G&M to approximately $375,000, an
estimated value of 8.9% of the initial Alanco common stock to be issued to TSI
at closing pursuant to the acquisition agreement.
The Company reported a loss from discontinued operations of $3,300, or
nil per share, compared to a loss from discontinued operations of $9,500, or
$nil per share, for the comparable quarter in 2001. The net loss attributable to
common stockholders was $2,280,600, or $.25 per share, compared to a loss of
$823,000, or $.12 per share the comparable period of the prior year.
Gross profit for the quarter amounted to $602,100, or 67%, compared to
$855,600, or 36%, for the comparable quarter a year earlier. The increase in
Gross Profit margin resulted primarily from a negotiated vendor price concession
on products sold, the closure of the SanOne operation, whose revenue
historically was more price sensitive and had lower gross profit margins than
other operations, and the implementation of cost controls over all operations of
the Company.
Selling, general and administrative expenses for the current quarter
decreased to $819,000, compared to $1,643,900 incurred in the comparable quarter
of 2001. The decrease is attributable to reduced sales costs associated with the
lower sales volume, the closure of the SanOne operations and the implementation
of cost controls over all continuing operations of the Company.
(B) Nine Months ended 3/31/02 versus 3/31/01
Consolidated revenue for the nine months ended March 31, 2002 was
$4,516,700, compared to $7,694,500 for the comparable period of the previous
year, a decrease of $3,177,800, or 41.3%. The reduction in revenues for the
period was attributable to the economic slowdown in the technology markets that
reduced consumer demand for data storage products and the closure of the
Company's SanOne operation, completed during the quarter ended March 31, 2002.
The Company reported an operating loss for the nine months of
$1,403,700, compared to an operating loss of $1,870,100 for the nine months
ended March 31, 2001. The improved operating results for the period resulted
from the closure of the SanOne operations, completed in the third quarter, and
cost controls implemented across the Company during the period.
The net loss from continuing operations attributable to common
stockholders for the nine-month period was $3,474,500, or $.38 per share,
compared to a loss attributable to common stockholders of $1,945,700, or $.29
per share, for the same period of the previous year. The increase in net loss is
attributable to a $2.1 million non-cash asset impairment charge against the
Company's G&M investment discussed under (A) above. Without the $2.1 million
asset impairment charge, the net loss attributable to common stockholders would
have decreased to $1,374,500, a $571,200 improvement when compared to the
$1,945,700 reported in the prior year.
The Consolidated Statement of Operations for the nine months ended
March 31, 2002 reflected income from discontinued operations of $7,300, or nil
per share, compared to income from discontinued operations of $249,000, or $.04
per share, for the comparable period in 2001. The operating income reported for
the nine months ended March 31, 2001 included a $252,000 gain on sale of
pollution control assets.
The net loss for the nine months ended March 31, 2002 attributed to
common shareholders was $3,467,200, or $.38 per share, compared to a loss of
$1,696,700, or $.25 per share, for the same nine-month period of 2001.
Gross profit for the period amounted to $2,029,900, or 44.9%, compared
to $3,029,500, or 39.4%, for the comparable nine-month period a year earlier.
The decrease in Gross Profit was a result of decreased sales while the margin
improvement resulted from a negotiated vendor price concession on products sold,
the closure of the SanOne operation whose revenue historically had lower margins
than other operations and the implementation of cost controls over all
operations of the Company.
Selling, general and administrative expenses for the current nine
months ended March 31, 2002 decreased to $3,433,600, compared to $4,899,600
incurred in the comparable period of 2001. The decrease in selling, general and
administrative expense is attributable to reduced sales costs associated with
the lower sales volume, the closure of the SanOne operations and the
implementation of cost controls over all continuing operations of the Company.
2. Liquidity and Capital Resources
The Company's current assets at March 31, 2002 of approximately $3.6
million exceeded current liabilities of $2.6 million by $1.0 million, and
resulted in a current ratio of 1.4 to 1. At June 30, 2001 the Company reported
current assets of approximately $3.8 million with current liabilities of $2.7
million, also resulting in a current ratio of 1.4 to 1. The decrease in current
assets resulted from reduced receivables related to the decrease in revenues,
offset by an increase in notes receivable related to the TSI acquisition loan
agreement (more fully discussed in the Definitive Proxy Statement filed on April
22, 2002). The decrease in current liabilities resulted from reductions in
current notes payable offset by an increase in bank lines.
Cash used in operating activities for the nine months was approximately
$1,147,300, a decrease of $870,100 when compared to cash used in continuing
operations of $2,017,400 for the comparable nine-month period ended March 31,
2001. The decrease in cash used in operating activities was due primarily to
decreases in losses from continuing operations and reduced receivable balances
resulting from lower sales.
Cash used in investing activities during the current period was
$127,700, a decrease of $2,597,900 when compared to cash provided from investing
activities during the comparable prior year period of $2,470,200. The decrease
was due substantially to reduced collection of notes receivable and the purchase
of intangible assets related to acquisitions during the current period.
During the period, the Company received advances on borrowing of $1.6
million and had repayments on borrowing of $1.8 million, resulting in a net
payoff of borrowing by $200,000. In addition, the Company raised $792,300
through the sale of common stock, and collected subscription receivables of
approximately $563,500. During the same period of the previous year, the Company
had a net payoff of borrowing of approximately $700,000, raised $180,000 on the
sale of stock and paid approximately $100,000 in dividends on Preferred Stock.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS - none
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A Special Shareholders' Meeting was held at the Company's offices on May 14,
2002, for the purpose of considering three proposals pertaining to the
acquisition of Technology Systems International, Inc. (TSI). The Company's
Definitive Proxy Statement, outlining details of the proposals, was filed with
the SEC on April 22, 2002. The following proposals were voted upon by 5,809,558
shares, or 57% of the shares eligible to vote, constituting a quorum.
(1) APPROVAL OF AN AMENDMENT TO ARTICLE IV OF ALANCO'S ARTICLES OF
INCORPORATION.
The proposal amends Article IV of Alanco's Articles of Incorporation
wherein the authorized capital stock of the Corporation shall consist of
Seventy-Five Million (75,000,000) shares of Class A Common Stock, each
entitled to one vote per share, Twenty-Five Million (25,000,000) shares of
Class B Common Stock, each entitled to one-one hundredth (1/100th) of one
vote per share, and Twenty-Five Million (25,000,000) shares of Preferred
Stock, the voting and other rights of which may be determined by Alanco's
Board of Directors.
For: 5,754,165 Against: 48,800 Abstain: 6,593 % For: 99%
(2) APPROVAL OF THE ISSUANCE OF SHARES OF ALANCO'S CLASS A AND CLASS B COMMON
STOCK IN CONNECTION WITH THE ACQUISITION OF TECHNOLOGY SYSTEMS
INTERNATIONAL,INC.
The proposal relates to the acquisition of the Technology Systems
International, Inc. ("TSI") monitoring business by Alanco's purchase of
substantially all of the assets and the assumption of specified liabilities
of TSI through the issuance of shares of Alanco's Class A and Class B
common stock to TSI.
For: 5,779,397 Against: 24,822 Abstain: 5,339 % For: 99%
(3) APPROVAL OF THE ISSUANCE OF UP TO 75,000 SHARES OF ALANCO'S SERIES B
CONVERTIBLE PREFERRED STOCK IN SUPPORT OF THE TSI ACQUISITION AND
SUBSEQUENT WORKING CAPITAL REQUIREMENTS OF THE COMPANY.
The proposal relates to the issuance of up to 75,000 shares of Alanco's
Series B Convertible Preferred Stock in support of the TSI acquisition and
subsequent working capital requirements of the Company.
For: 5,781,492 Against: 22,723 Abstain: 5,343 % For: 99%
Item 6. EXHIBITS
(A) Reports on Form 8-K - None
(B) Reports on Form S-8 - None
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 there under duly authorized.
ALANCO TECHNOLOGIES, INC.
(Registrant)
/s/John A. Carlson
---------------------
John A. Carlson
Chief Financial Officer
Date: May 15, 2002