QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
-------------------------------------------------------
[x] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the period ended December 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 number 0-7903
I.R.S. Employer Identification Number 36-2675371
QUIXOTE CORPORATION
(a Delaware Corporation)
One East Wacker Drive
Chicago, Illinois 60601
Telephone: (312) 467-6755
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 XX NO
----- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 7,287,521 shares of the
Company's Common Stock ($.01-2/3 par value) were outstanding as of December 31,
2000.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
Six Months Ended December 31,
-------------------------------
2000 1999
---- ----
Net sales ...................................... $ 41,600,000 $ 35,531,000
Cost of sales .................................. 23,170,000 19,091,000
------------ ------------
Gross profit ................................... 18,430,000 16,440,000
------------ ------------
Operating expenses:
Selling & administrative ..................... 11,489,000 10,597,000
Research & development ....................... 598,000 668,000
------------ ------------
12,087,000 11,265,000
Operating profit ............................... 6,343,000 5,175,000
------------ ------------
Other income (expense):
Interest income .............................. 51,000 15,000
Interest expense ............................. (664,000) (392,000)
Other ........................................ 15,000
------------ ------------
(613,000) (362,000)
------------ ------------
Earnings before income taxes ................... 5,730,000 4,813,000
Provision for income taxes ..................... 2,177,000 1,829,000
------------ ------------
Net earnings ................................... $ 3,553,000 $ 2,984,000
============ ============
Net earnings per share:
Basic ........................................ $ .48 $ .37
============ ============
Diluted ...................................... $ .46 $ .36
============ ============
Weighted average common shares outstanding:
Basic ........................................ 7,331,837 8,050,539
============ ============
Diluted ...................................... 7,728,904 8,350,155
============ ============
See Notes to Consolidated Financial Statements.
2
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
Three Months Ended December 31,
-------------------------------
2000 1999
---- ----
Net sales ...................................... $ 20,279,000 $ 16,228,000
Cost of sales .................................. 11,914,000 9,061,000
------------ ------------
Gross profit ................................... 8,365,000 7,167,000
Operating expenses:
Selling & administrative ..................... 5,671,000 5,064,000
Research & development ....................... 273,000 341,000
------------ ------------
5,944,000 5,405,000
Operating profit ............................... 2,421,000 1,762,000
------------ ------------
Other income (expense):
Interest income .............................. 41,000 7,000
Interest expense ............................. (335,000) (184,000)
Other ........................................ 41,000
------------ ------------
(294,000) (136,000)
------------ ------------
Earnings before income taxes ................... 2,127,000 1,626,000
Provision for income taxes ..................... 808,000 554,000
------------ ------------
Net earnings ................................... $ 1,319,000 $ 1,072,000
============ ============
Net earnings per share:
Basic ........................................ $ .18 $ .13
============ ============
Diluted ...................................... $ .17 $ .13
============ ============
Weighted average common shares outstanding:
Basic ........................................ 7,304,769 8,017,497
============ ============
Diluted ...................................... 7,752,475 8,326,588
============ ============
See Notes to Consolidated Financial Statements.
3
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, June 30,
-------------------------------
2000 2000
ASSETS
- --------------------------------------------------------------------------------
(Unaudited)
Current assets:
Cash and cash equivalents .................. $ 1,340,000 $ 1,524,000
Accounts receivable, net of allowances
for doubtful accounts of $962,000 at
December 31 and $955,000 at June 30 ...... 16,625,000 20,210,000
Refundable income taxes .................... 441,000
Inventories:
Raw materials ............................ 3,674,000 2,468,000
Work in process .......................... 2,318,000 1,868,000
Finished goods ........................... 7,338,000 5,736,000
------------ ------------
13,330,000 10,072,000
------------ ------------
Deferred income tax assets ................. 2,254,000 2,254,000
Other current assets ....................... 712,000 259,000
------------ ------------
Total current assets ......................... 34,702,000 34,319,000
------------ ------------
Property, plant and equipment, at cost ....... 28,879,000 27,930,000
Less accumulated depreciation ................ (13,898,000) (12,929,000)
------------ ------------
14,981,000 15,001,000
------------ ------------
Intangible assets, net ....................... 22,084,000 22,626,000
Other assets ................................. 1,280,000 1,318,000
------------ ------------
$ 73,047,000 $ 73,264,000
============ ============
See Notes to Consolidated Financial Statements.
4
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, June 30,
----------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY 2000 2000
- ----------------------------------------------------------------------------------
(Unaudited)
Current liabilities:
Current portion of long-term debt ............... $ 627,000 $ 630,000
Accounts payable ................................ 2,857,000 2,613,000
Dividends payable ............................... 1,094,000 1,117,000
Accrued expenses ................................ 4,362,000 5,907,000
Income tax payable .............................. 727,000
Liabilities of discontinued operations .......... 995,000 1,198,000
------------ ------------
Total current liabilities ......................... 9,935,000 12,192,000
------------ ------------
Long-term debt, net of current portion ............ 17,285,000 15,596,000
Deferred income tax liabilities ................... 1,799,000 1,799,000
Liabilities of discontinued operations ............ 547,000 561,000
------------ ------------
Shareholders' equity:
Preferred stock, no par value; authorized 100,000
shares; none issued
Common stock, par value $.01-2/3; authorized
15,000,000 shares; issued 9,255,484 shares at
December 31 and 9,199,194 shares at June 30 ... 154,000 153,000
Capital in excess of par value of common stock .. 34,395,000 33,830,000
Retained earnings ............................... 30,024,000 27,565,000
Treasury stock, at cost, 1,967,963 shares at
December 31 and 1,810,420 shares at June 30 ... (21,092,000) (18,432,000)
------------ ------------
Total shareholders' equity ........................ 43,481,000 43,116,000
------------ ------------
$ 73,047,000 $ 73,264,000
============ ============
See Notes to Consolidated Financial Statements.
5
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended December 31,
-----------------------------
2000 1999
---- ----
Operating activities:
Net earnings .................................... $ 3,553,000 $ 2,984,000
Adjustments to reconcile net earnings to net cash
provided by operating activities of continuing
operations:
Depreciation .................................. 969,000 1,111,000
Amortization .................................. 860,000 910,000
Provisions for losses on accounts receivable .. 7,000 (17,000)
Equity loss on investment in TMT joint venture 604,000
Changes in operating assets and liabilities:
Accounts receivable ......................... 3,578,000 3,300,000
Refundable income taxes ..................... (441,000)
Inventories and other current assets ........ (3,711,000) 402,000
Accounts payable and accrued expenses ....... (1,301,000) (3,590,000)
Income taxes payable ........................ (727,000) 544,000
------------ ------------
Net cash provided by operating activities of
continuing operations ........................... 3,391,000 5,644,000
Net cash used in discontinued operations .......... (217,000) (887,000)
------------ ------------
Net cash provided by operating activities ......... 3,174,000 4,757,000
------------ ------------
Investing activities:
Purchase of property, plant and equipment ....... (949,000) (716,000)
Investment in Transportation Management
Technologies, L.L.C. joint venture ............ (615,000) (250,000)
Patent expenditures ............................. (269,000)
Other ........................................... (80,000)
------------ ------------
Net cash used in investing activities ............. (1,833,000) (1,046,000)
------------ ------------
Financing activities:
Borrowing on revolving line of credit ........... 12,300,000 1,000,000
Payments on revolving line of credit ............ (10,300,000) (3,000,000)
Payments on notes payable ....................... (314,000) (421,000)
Payment of semi-annual cash dividend ............ (1,117,000) (1,128,000)
Proceeds from exercise of common stock options .. 566,000 539,000
Repurchase of common stock for the treasury ..... (2,660,000) (2,177,000)
------------ ------------
Net cash used in financing activities ............. (1,525,000) (5,187,000)
------------ ------------
Decrease in cash and cash equivalents ............. (184,000) (1,476,000)
Cash and cash equivalents at beginning of period .. 1,524,000 2,153,000
------------ ------------
Cash and cash equivalents at end of period ........ $ 1,340,000 $ 677,000
============ ============
Note: During the six months ended December 31, 2000, the Company paid $3,205,000
for income taxes and paid $614,000 for interest costs. During the same period
last year, the Company paid $1,335,000 for income taxes and paid $394,000 for
interest costs.
See Notes to Consolidated Financial Statements.
6
QUIXOTE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
1. The accompanying unaudited consolidated financial statements present
information in accordance with generally accepted accounting principles for
interim financial information and applicable rules of Regulation S-X.
Accordingly, they do not include all information or footnotes required by
generally accepted accounting principles for complete financial statements. The
June 30, 2000 consolidated balance sheet as presented was derived from audited
financial statements. The interim financial statements and notes should be read
in conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended June 30,
2000. Management believes the financial statements include all normal recurring
adjustments necessary for a fair presentation of the results for the interim
periods presented.
2. The provision for income taxes is based upon the estimated effective income
tax rate for the year.
3. Operating results for the first six months of fiscal 2001 are not
necessarily indicative of the performance for the entire year. The Company's
business is historically seasonal with a higher level of sales in the Company's
first and fourth fiscal quarters.
4. The computation of basic and diluted earnings per share, as prescribed by
FASB No. 128, is as follows:
Three Months Ended Six Months Ended
December 31, December 31,
2000 1999 2000 1999
---- ---- ---- ----
Net earnings per share of common stock:
Basic ...................... $ .18 $ .13 $ .48 $ .37
Diluted .................... $ .17 $ .13 $ .46 $ .36
Numerator:
- ----------
Net earnings available to
common shareholders-basic
and diluted: ................. $1,319,000 $1,072,000 $3,553,000 $2,984,000
========== ========== ========== ==========
Denominator:
- ------------
Weighted average shares
outstanding-basic: ........... 7,304,769 8,017,497 7,331,837 8,050,539
Effect of dilutive securities:
Stock options ................ 447,706 309,091 397,067 299,616
---------- ---------- ---------- ----------
Weighted average shares
outstanding-diluted: ......... 7,752,475 8,326,588 7,728,904 8,350,155
========== ========== ========== ==========
Options to purchase 60,000 shares of common stock at $21 per share were
outstanding during the first six months of both fiscal 2001 and fiscal 2000 and
were not included in the computation of diluted earnings per share because the
options' exercise price was greater than the average market price of the common
shares, or anti-dilutive.
7
QUIXOTE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
5. Effective January 1, 2001, the Company's wholly owned subsidiary, Quixote
Transportation Safety, Inc., acquired all of the outstanding stock of National
Signal, Inc. ("NSI"), a leading regional manufacturer of roadway safety products
including electronic message signs, directional displays and trailer mounted
arrow panels located in La Mirada, California. The purchase price was $2.8
million in cash and a three-year 5% promissory note for $1.5 million payable in
equal annual installments. In addition, the selling shareholders have an
opportunity to earn up to $2.5 million, as additional purchase price
consideration, by attaining certain sales and earnings targets over the next
three years. Approximately $1.7 million of NSI's bank debt was assumed and was
simultaneously paid off on the date of closing. The Company's source of funds
for this acquisition was from its bank line of credit. NSI had approximately $8
million in revenue for calendar 2000.
8
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CURRENT YEAR-TO-DATE VERSUS PRIOR YEAR-TO-DATE
The Company's sales for the fist six months of fiscal 2001 increased 17% to
$41,600,000 as compared to $35,531,000 for the first six months last year
primarily due to increased sales of its truck-mounted attenuator (TMA) product
line, highway advisory radio systems and its permanent line of crash cushions.
Sales of the Company's TMA product line increased 41% from the first six months
of the prior year primarily due to strong unit sales of the reusable Safe-StopTM
TMA which was introduced during the first quarter of the prior year. Sales of
highway advisory radio systems increased 128% due to several shipments of
sizable orders during the first six months. Sales of the Company's permanent
line of crash cushions increased 13% during the first six months of fiscal 2001
led by a 32% increase in sales of REACT 350(R) crash cushions and a 15% increase
in sales of QuadGuard(R) crash cushions. Also, sales of the Company's
Energite(R) barrel product line, replacement parts, custom-molded products, and
advanced sensing products increased during the first six months of the current
year. These increases in sales were offset in part by a decrease in sales of the
Triton Barrier(R), highway delineators, and Universal Module(R) barrels.
International sales remained consistent at $4,448,000 for the first six months
of fiscal 2001 as compared to $4,491,000 for the same period last year.
The gross profit margin for the first six-month period of the current year
decreased to 44.3% compared to 46.3% for the same period last year. This was
primarily due to greater sales of the lower margin Safe-Stop TMA and REACT
350(R) products in the current six-month period compared to the prior year.
Selling and administrative expenses for the first six months of fiscal 2001
increased 8% to $11,489,000 from $10,597,000 for the first six months last year.
The increase was primarily related to the increased level of sales. However,
selling and administrative expenses declined as a percentage of sales to 28% of
sales for the current six-month period from 30% of sales for the same period
last year. The decline is due to the fixed component of the Company's selling
and administrative expenses.
Research and Development expenditures were $598,000 for the current six-month
period compared with $668,000 for the same period last year. The decrease is due
to greater expenditures in the first six months of the prior year relating to
the more costly testing and development of the QuadGuard(R) and Safe-Stop TMA.
This year's projects have been less costly and relate to the FreezeFreeTM
anti-icing system, and other development projects for new applications as well
as upgrades and modifications to existing products.
Operating profit increased 23% to $6,343,000 for the first six months of fiscal
2001 from $5,175,000 for the first six months of fiscal 2000.
Interest expense was $664,000 compared to $392,000 for last year's six-month
period due to the higher level of long-term debt outstanding during the current
six-month period principally due to the purchase of Company shares for the
treasury.
The Company's effective income tax rate for the first six months of fiscal 2001
was 38%, consistent with the effective income tax rate for the same period last
year. The Company believes its effective income tax rate for fiscal year 2001
will be approximately 38%.
Net earnings for the current six-month period increased 19% to $3,553,000, or
$.46 cents per diluted share, compared to $2,984,000, or $.36 cents per diluted
share, for the same period last year. Diluted earnings per share for the
six-month period increased 28%.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CURRENT YEAR QUARTER VERSUS PRIOR YEAR QUARTER
The Company's sales for the second quarter of fiscal 2001 increased 25% to
$20,279,000 as compared to $16,228,000 for the second quarter last year
primarily due to increased sales of its permanent line of crash cushions,
highway advisory radio systems and its Safe-StopTM TMA. Sales of the Company's
permanent line of crash cushions increased 44% during the second quarter of
fiscal 2001 led by a 54% increase in sales of QuadGuard(R) crash cushions and a
41% increase in sales of REACT 350(R) crash cushions. Sales of highway advisory
radio systems increased 209% due to several shipments of sizable orders during
the current quarter. Sales of the Safe-StopTM TMA increased 129% for the current
second quarter due to strong unit sales. Also, sales of the Company's
replacement parts and custom-molded products increased during the second quarter
of the current year. These increases in sales were offset in part by a decrease
in sales of Energite(R) barrels, Universal Module(R) barrels, the Triton
Barrier(R), advanced sensing products, and highway delineators. International
sales decreased 8% to $2,263,000 for the second quarter of fiscal 2001 from
$2,447,000 for the same period last year due to several large shipments of TMAs
to Sweden in the prior year.
The gross profit margin for the second quarter of the current year decreased to
41.2% compared to 44.2% for the same period last year. This was primarily due to
greater sales of the lower margin Safe-Stop TMA and REACT 350(R) products in the
current second quarter compared to the prior year. Also contributing to the
decline were lower gross margins at the Company's subsidiary in Australia.
Selling and administrative expenses for the second quarter of fiscal 2001
increased 12% to $5,671,000 from $5,064,000 for the second quarter last year.
The increase was primarily related to the increased level of sales. However,
selling and administrative expenses declined as a percentage of sales to 28% of
sales for the current second quarter from 31% of sales for the same quarter last
year. The decline is due to the fixed component of the Company's selling and
administrative expenses.
Research and Development expenditures were $273,000 for the current second
quarter compared with $341,000 for the same quarter last year. The decrease is
due to greater expenditures in the second quarter of the prior year relating to
testing and development of the QuadGuard(R) and Safe-Stop TMA. This year's
expenditures related to development projects for new applications as well as
upgrades and modifications to existing products.
Operating profit increased 37% to $2,421,000 for the second quarter of fiscal
2001 from $1,762,000 for the second quarter of fiscal 2000.
Interest expense was $335,000 compared to $184,000 for last year's second
quarter due to the higher level of long-term debt outstanding during the current
second quarter.
The Company's effective income tax rate for the second quarter of fiscal 2001
was 38% compared to an effective income tax rate of 34% in the same period last
year. During the second quarter of the prior year, the Company revised its
effective income tax rate for fiscal 2000 to 38% from 40% due to its ability to
utilize certain state net operating loss carryforwards.
Net earnings for the current second quarter increased 23% to $1,319,000, or $.17
cents per diluted share, as compared to $1,072,000, or $.13 cents per diluted
share, for the second quarter last year. Diluted earnings per share for the
second quarter increased 31%.
10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash and cash equivalents of $1,340,000 and access to additional
funds of $25,700,000 under its bank arrangements as of December 31, 2000. Cash
provided from operating activities was a source of cash for the Company for the
first six months of fiscal 2001 providing $3,174,000.
Investing activities used cash of $1,833,000 during the first six months of
fiscal 2001 including $949,000 for the purchase of equipment and $615,000 for
the Company's investment in Transportation Management Technologies, L.L.C.
Financing activities used cash of $1,525,000 during the first six months of the
current year. The payment of the Company's semi-annual cash dividend used cash
of $1,117,000. The Company borrowed $12,300,000 against its outstanding
revolving credit facility offset by payments of $10,300,000. In addition, the
Company used cash of $314,000 for the payment of notes payable due in connection
with the acquisitions of Roadway Safety Service, Inc. and Nu-Metrics, Inc. and
paid $2,660,000 to purchase 157,543 shares of its own common stock for the
treasury. Offsetting these cash payments somewhat, the Company received cash of
$566,000 for the exercise of common stock options.
For fiscal 2001, the Company anticipates needing approximately $2,500,000 in
cash for capital expenditures. The Company may also need additional cash as
it considers acquiring businesses that complement its existing operations.
Also, the Company will require additional investments in working capital to
maintain growth. The Company may also need additional funds to repurchase its
own common stock from time to time. These expenditures will be financed
either through the Company's invested cash, cash generated from its
operations or from borrowings available under the Company's revolving credit
facility. The Company believes its existing cash, cash generated from
operations and funds available under its existing credit facility are
sufficient for all planned operating and capital requirements.
FORWARD LOOKING STATEMENTS
Various statements made within the Management's Discussion and Analysis of
Financial Condition and Results of Operations and elsewhere in this Quarterly
Report on Form 10-Q constitute "forward looking statements" for purposes of the
Securities and Exchange Commission's "safe harbor" provisions under the Private
Securities Litigation Reform Act of 1995 and Rule 3b-6 under the Securities
Exchange Act of 1934, as amended. Investors are cautioned that all forward
looking statements involve risks and uncertainties, including those detailed in
the Company's filings with the Securities and Exchange Commission. There can be
no assurance that actual results will not differ from the Company's
expectations. Factors which could cause materially different results include,
among others, uncertainties related to the introduction of the Company's
products and services; the successful completion and integration of
acquisitions; continued funding from federal highway legislation; and
competitive and general economic conditions.
11
PART II - OTHER INFORMATION
There is no information required to be reported under any items except as
indicated below:
ITEM 1. Legal Proceedings
Odin Systems International, Inc. v. Energy Absorption Systems, Inc., No.
CV200-082, U.S. District Court for the Southern District of Georgia. On December
22, 2000, Odin Systems International, Inc. filed its Third Amended Complaint
which combines the allegations in the original and First Amended Complaint and
adds several new theories of liability, including a claim for patent
infringement. Energy Absorption Systems, Inc.'s Petition to Confirm its $2.1
million arbitration award has been transferred from the Northern District of
Illinois, No. 00C5388, to the proceeding in the Southern District of Georgia.
See the Company's Form 10-K for the year ended June 30, 2000, Item 3, for
additional information.
ITEM 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Shareholders was held on November 15,
2000. The matters voted on at the Annual Meeting were as follows:
(i) The election of James H. DeVries and Lawrence C. McQuade to serve as
directors.
(ii) The approval of the amendment to the Company's 1993 Long-Term Stock
Ownership Incentive Plan.
(iii) The approval of PricewaterhouseCoopers LLP as independent auditors for the
Company.
Messrs. DeVries and McQuade were elected and all other matters were approved as
a result of the following shareholder votes:
ABSTAIN OR NO
FOR AGAINST WITHHELD VOTE
=== ======= ========== ====
ELECTION OF DIRECTORS
James H. DeVries 6,230,586 443,122
Lawrence C. McQuade 6,229,486 444,222
APPROVAL OF AMENDMENT OF
1993 LONG-TERM STOCK
OWNERSHIP INCENTIVE PLAN 5,086,296 1,517,584 69,828
APPROVAL OF
PRICEWATERHOUSECOOPERS LLP 6,649,740 4,866 19,102
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
12
(b) Reports on Form 8-K.
On January 30, 2001, the Company filed a report on Form 8-K dated January 30,
2001 reporting under Item 2 "Acquisition or Disposition of Assets", that the
Company's wholly owned subsidiary, Quixote Transportation Safety, Inc. ("QTS"),
had acquired as of January 16, 2001, effective January 1, 2001, all of the
outstanding stock of National Signal, Inc. The purchase price was $2.8 million
in cash and a three-year 5% promissory note for $1.5 million payable in equal
annual installments. In addition, the selling shareholders have an opportunity
to earn up to $2.5 million, as additional purchase price consideration, by
attaining certain sales and earnings targets over the next three years.
Approximately $1.7 million of NSI's bank debt was assumed and was simultaneously
paid off on the date of closing. The Company's source of funds for this
acquisition was from its bank line of credit. NSI had approximately $8 million
in revenue for calendar 2000. The Company has guaranteed the obligations of QTS
under the purchase agreement.
13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Quarterly Report on Form 10-Q for the quarter
ended December 31, 2000 to be signed on its behalf by the undersigned thereunto
duly authorized.
QUIXOTE CORPORATION
DATED: February 13, 2001 /s/ Daniel P. Gorey
----------------- ------------------------------
DANIEL P. GOREY
Chief Financial Officer,
Vice President and Treasurer
(Chief Financial & Accounting
Officer)