FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: MARCH 31, 2001
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: TO:
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Commission file number: 1-5513
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TRIDEX CORPORATION
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(Exact name of Registrant as specified in its charter)
CONNECTICUT 06-0682273
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
61 WILTON ROAD, WESTPORT, CT 06880
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(Address of principal executive offices)
(ZIP Code)
(203) 226-1144
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(Registrant's telephone number including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by checkmark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES |X| NO |_|
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS:
Indicate by checkmark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
YES |_| NO |_|
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING
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COMMON STOCK, NO PAR VALUE 5,654,000
TRIDEX CORPORATION AND SUBSIDIARY
INDEX
PAGE
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PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements (unaudited)
Consolidated Condensed Balance Sheets
March 31, 2001 and December 31, 2000........................ 3
Consolidated Statements of Operations for the
Quarters Ended March 31, 2001 and March 31, 2000............ 4
Consolidated Statements of Cash Flows for the
Quarters Ended March 31, 2001 and March 31, 2000............ 5
Notes to Consolidated Condensed Financial Statements........ 6
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition.......................... 8
PART II. OTHER INFORMATION:
Item 6. Exhibits.................................................... 10
Signatures............................................................. 11
Exhibit Index
2
TRIDEX CORPORATION AND SUBSIDIARY
CONSOLIDATED CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
MARCH 31, DECEMBER 31,
2001 2000
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ASSETS
Current assets:
Cash and cash equivalents $ 736 $ 397
Restricted cash (Note 2) 995 1,440
Receivables 828 1,967
Inventories 108 393
Other current assets 372 387
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Total current assets 3,039 4,584
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Plant and equipment (Note 3) 1,417 1,385
Less accumulated depreciation 789 690
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Total plant and equipment 628 695
Purchased and capitalized software costs, net
(Note 3) 5,169 5,587
Other assets 1,345 1,348
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Total assets $ 10,181 $ 12,214
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LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY
Current liabilities:
Bank loan payable (Note 6) $ 3,017 $ 3,017
Long-term debt (Note 6) 13,654 14,100
Accounts payable 1,802 2,990
Accrued liabilities 5,528 4,469
Deferred revenue 692 347
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Total current liabilities 24,693 24,923
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Shareholders' (deficit) equity :
Common stock, no par value 1,455 1,455
Additional paid-in capital 33,893 33,893
Accumulated deficit (48,545) (46,742)
Receivable from sale of stock (350) (350)
Common stock held in treasury, at cost (965) (965)
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Total shareholders' (deficit) equity (14,512) (12,709)
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Total liabilities and shareholders' deficit $ 10,181 $ 12,214
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See notes to consolidated condensed financial statements.
3
TRIDEX CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
QUARTERS ENDED
MARCH 31, MARCH 31,
2001 2000
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Net sales $ 1,605 $ 3,952
Operating costs and expenses:
Cost of sales 666 3,076
Engineering, design and product development costs 491 1,273
Selling, administrative and general expenses 1,223 1,354
Depreciation and amortization 509 1,053
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2,889 6,756
Operating loss (1,284) (2,804)
Other charges (income):
Interest expense, net 488 945
Other, net 23 (8)
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511 937
Loss from continuing operations before income taxes (1,795) (3,741)
Benefit for income taxes 0 0
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Net loss from continuing operations (1,795) (3,741)
Discontinued operations (Note 4):
Net income/(loss) from discontinued operations 0 (26)
Net gain on sale of discontinued operations 0 5,588
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Net income/(loss) before extraordinary item (1,795) 1,821
Extraordinary loss due to debt modification (Note 6) 0 (695)
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Net income/(loss) $ (1,795) $ 1,126
Earnings (loss) per share - basic and diluted:
Loss from continuing operations $ (0.32) $ (0.58)
Income from discontinued operations 0 0.87
Extraordinary loss 0 (0.11)
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Net income/(loss) $ (0.32) $ 0.18
============== ==============
Weighted average shares outstanding:
Basic and diluted 5,654,000 6,368,000
See notes to consolidated condensed financial statements.
4
TRIDEX CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
QUARTERS ENDED
MARCH 31, MARCH 31,
2001 2000
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Cash flows from operating activities:
Net income (loss) $ (1,795) $ 1,126
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation 98 164
Amortization of goodwill and intangible assets and
purchased and internally developed software 418 889
Debt discount amortization 0 249
Gain on sale of assets (7) (8)
Gain on sale of discontinued operations 0 (5,588)
Loss/(gain) from discontinued operations 0 26
Extraordinary loss due to debt modification 0 695
Changes in operating assets and liabilities:
Receivables 1,139 2,659
Inventory 285 216
Other current assets 12 (133)
Other assets 3 (249)
Accounts payable, accrued liabilities, deferred revenue
and income taxes payable 215 (222)
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Net cash used in operating activities of continuing operations 368 (176)
Cash flows from investing activities:
Purchases of plant and equipment (32) (42)
Capitalized software development costs 0 0
Proceeds from sale of assets 3 8
Proceeds from sale of discontinued operations, net of transaction expenses 0 11,443
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Net cash provided by investing activities of continuing operations (29) 11,409
Cash flows from financing activities:
Net change in borrowings under line of credit 0 (2,723)
Withdrawal from restricted cash 446 0
Net change in borrowings of long term debt (446) (8,000)
Net cash flow of discontinued operations 0 0
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Net cash (used in)/provided by financing activities (446) (10,723)
Increase in cash and cash equivalents 339 510
Cash and cash equivalents at beginning of period 397 367
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Cash and cash equivalents at end of period $ 736 $ 877
================ ================
Supplemental cash flow information:
Interest paid $ 196 $ 153
Income taxes paid 0 38
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
5
TRIDEX CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. GENERAL
Business: Tridex Corporation (the "Company"), through its wholly owned operating
subsidiary, Progressive Software, Inc. ("Progressive"), is a leading designer,
developer, and marketer of specialized point-of-sale, back office and enterprise
technology for the food service industry.
As more fully discussed in the Company's Annual Report on From 10-K for the year
ended December 31, 2000, the Company has experienced net losses from continuing
operations of approximately $22.0 million and $16.3 million in each of the years
ended December 31, 2000 and 1999, respectively. In addition, all of the
Company's debt matured on December 31, 2000 and no agreements with respect to
extension or terms under which any extensions may be offered has been reached
with the holders of the matured debt. These matters and their effect on the
Company's liquidity raise substantial doubt about the Company's ability to
continue as a going concern. The consolidated financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that might result from this uncertainty.
2. RESTRICTED CASH
Restricted cash represents the proceeds received under the terms of the
settlement with the former owner of Progressive. The debtholder requires the
value of the proceeds to be applied against its outstanding debt. The
proceeds have also been attached by the plaintiffs in the Foley matter (see
Note 7).
3. IMPAIRMENT OF LONG-LIVED ASSETS.
The Company periodically reviews goodwill, intangibles and other long-term
assets to assess recoverability based upon expectations of non-discounted cash
flows from operations. The operating results of Progressive during fiscal 2000
were below management's expectations and as a result, in August 2000, management
instituted a reduction-in-force at Progressive, revised its operating forecasts
and initiated an evaluation of the carrying value of long-lived assets. The
evaluation commenced with estimates of the future cash flows, on an undiscounted
basis, expected to result from the assets and their eventual disposition. Based
on this evaluation, management concluded that an impairment of the acquired
assets had occurred and recorded a write down of such assets to fair value. In
accordance with the provisions of the Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of", the Company recorded an impairment charge
of $12,300,000, consisting of $9,847,000 of goodwill, $2,159,000 of purchased
technology and internally developed software costs and $294,000 of plant and
equipment. Following the impairment charge, the carrying value of goodwill is
zero. Considerable management judgment was involved in estimating fair value
and, therefore, operating results could vary significantly from management's
estimates.
4. DISCONTINUED OPERATIONS:
On February 18, 2000, the Company sold Ultimate to UTC Holding Company, Inc., an
affiliate of CFG Management II, L.P. for approximately $12,544,000 in cash. The
gain on the sale was $5,588,000. As described in Note 5, the Company used
$8,000,000 of the sale proceeds to repay a portion of the Fleet Term Loan and
$3,000,000 to repay a portion of the Working Capital Facility.
5. EARNINGS (LOSS) PER COMMON SHARE:
Basic earnings (loss) per common share is based on the weighted average number
of common shares outstanding during the period. Diluted earnings (loss) per
common share assumes the exercise of options and warrants and the conversion of
dilutive securities, when the result is dilutive.
6
6. BANK CREDIT AGREEMENT AND SUBORDINATED DEBT:
The components of debt are:
March 31, December 31,
2001 2000
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(Dollars in thousands)
Term loan payable $ 2,654 $ 3,100
Senior subordinated notes, net of discount 11,000 11,000
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13,654 14,100
Current portion 13,654 14,100
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Long term portion $ 0 $ 0
In April 1998, the Company entered into a credit Agreement with Fleet National
Bank which provided a $12.0 million Senior Term Loan (the "Term Loan") with a
maturity of March 31, 2003 and an $8.0 million Working Capital Facility (the
"WCF"). At the same time, the Company sold Senior Subordinated Notes due April
17, 2005 (the "Notes") in the principal amount of $11.0 million to Massachusetts
Mutual Life Insurance Company and affiliates (collectively, the "Mass Mutual
Investors"). The proceeds of the Senior Term Loan and the Senior Subordinated
Notes were used in the acquisition of Progressive. The Term Loan and the WCF are
secured by a first priority security interest in substantially all of the
Company's assets. In February 2000, the Company used a portion of the proceeds
from the sale of Ultimate to retire $8.0 million principal amount of the Term
Loan and $3.0 million to repay a portion of the WCF. At March 31, 2001, the
interest rates were 10.5%, 10.5% and 12.0% on the Term Loan, the WCF and Notes,
respectively.
The Company issued to the MassMutual Investors on May 27, 1998 warrants to
purchase 350,931 shares of the Company's common stock at $7.00 per share. The
estimated fair market value of the warrants of $1,228,000 was recorded as a
discount to the principal amount of the outstanding Notes and was being
amortized to interest expense over the term of the Notes using the interest rate
method. In consideration for a March 26, 1999 amendment to the Notes and in
exchange for the warrant issued in 1998, the Company issued new stock purchase
warrants to the MassMutual Investors to purchase 800,000 shares of common stock
at $2.03 per share. The incremental estimated fair value of the new warrants
over the estimated fair value of the old warrants, $600,000, was recorded as
additional debt discount.
On February 18, 2000, the MassMutual Investors agreed to certain modifications
of the Notes, including the acceleration of their maturity to December 31, 2000.
That acceleration of the maturity of the Notes constituted a substantial debt
modification, which under EITF 96-19 "Debtor's Accounting for a Modification or
Exchange of Debt Instruments", requires the Notes to be adjusted to their fair
value as of the date of the February 18, 2000 amendment. The Company calculated
the present value of the principal and interest due December 31, 2000 using the
remaining maturity period of the Notes and an estimated fair value interest rate
at the modification date. As a result of this modification, the Company
recognized a debt extinguishment loss of $695,000 which was recorded as an
extraordinary item in the quarter ending March 31, 2000.
As reported previously, the Company, at various times, has been in violation of
the covenants of both the Term Loan, the Notes and the WCF, resulting in several
modifications of the terms of each, including an acceleration of the maturities
of both loans to December 31, 2000. The Company does not have the capability to
repay or replace either the Term Loan or the Notes. As a result, both credit
facilities are due upon demand and that fact raises substantial doubt about the
Company's ability to continue as a going concern. The Term Loan, the WCF and
Notes are reflected as current liabilities in the Company's financial
statements.
The Company has been advised that, in December 2000, Fleet National Bank sold
its interest in the Term Loan and the WCF to ARK CLO 2000-1, Limited. Inasmuch
as the Company, at present, still lacks the capability to repay or replace its
existing credit facilities, it intends to seek accommodation with its lenders
which will allow it to continue operating while seeking either a modification
to, or replacement of, the facilities. However, there can be no assurance that
the Company will be successful in such efforts or as to what form such
modification or replacement might be.
7. COMMITMENTS AND CONTINGENCIES:
Allu Realty ("Allu"), a Massachusetts business trust owned by the Company, is
the former owner of land located at 100 Foley Street, Somerville, Massachusetts
(the "Site"). Allu sold the Site to 100 Foley Street Incorporated ("Foley"), an
unrelated entity. In 1984, Allu and the Company disclosed to the Massachusetts
Department of the Attorney General the existence of chromium, oil and grease at
the Site. As a result, the Environmental Protection Division of the Department
of the Attorney General and the Massachusetts Department of Environmental
Protection conducted an investigation of the Site. In 1993, the Company entered
into an agreement with Foley pursuant to which the Company and Foley agreed to
pay 75% and 25%, respectively, of the costs incurred after January 1, 1992
7
in connection with the investigation and remediation of the Site (the "Site
Participation Agreement"). The Site Participation Agreement also provided that,
to the extent there are available proceeds from the sale of the Site, the
Company would be reimbursed approximately $200,000 of the $250,000 it expended
in connection with the Site prior to January 1, 1992. As of March 31, 2001, the
Company had spent approximately $810,000 in connection with the Site.
In 1997, Foley sold the Site to an affiliate of Stop & Shop, Inc. ("Stop &
Shop"). As part of the sale transaction, Foley was required to place
approximately $875,000 in escrow (the "Stop & Shop Escrow") to cover the costs
of remediation, which was completed in 1999. In 1997, Foley brought suit in the
United States District Court, District of Massachusetts, against the Company
claiming that the Company failed to contribute its shares of the remediation
costs pursuant to the Site Participation Agreement. Foley asserted that Allu and
the Company remain liable for payment of certain costs associated with the
remediation of the Site after its sale to Stop & Shop, and claimed that it is
entitled to reimbursement from the Company of a portion of the Stop & Shop
Escrow. The Company filed a counterclaim, and sought reimbursement of funds
previously expended in accordance with the Site Participation Agreement.
Mediation between the parties was not successful and in July 2000, after trial
of the case, the jury made certain factual findings upholding the parties'
obligations under the Site Participation Agreement, including the Company's
obligation to pay 75% of the remediation costs and the obligation of Foley to
reimburse the Company out of sale proceeds.
On October 16, 2000, the United States District Court for Massachusetts entered
judgment against the Company in the amount of approximately $791,000, of which
approximately $156,000 represented legal fees awarded to the opposing party and
approximately $108,000 represented interest. The Company has filed various
post-trial motions seeking to vacate the judgment or to have it modified. If
these motions are unsuccessful, the Company intends to appeal the judgment.
Subsequently, Foley attached $791,000 in cash being held for the account of the
Company by a third party. The Company has moved to discharge the attachment,
which motion has not yet been heard. As of December 31, 2000, the Company had
accrued $791,000 with respect to its potential liability under this judgment.
The Company is unable to forecast when this litigation will finally be resolved
or the amount of its ultimate exposure with respect thereto.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE STATEMENTS CONTAINED HEREIN NOT BASED ON HISTORIC FACTS ARE FORWARD-LOOKING
STATEMENTS, WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
THAT INVOLVE RISKS AND UNCERTAINTIES. PAST PERFORMANCE IS NOT NECESSARILY A
STRONG OR RELIABLE INDICATOR OF FUTURE PERFORMANCE. ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM PAST RESULTS, ESTIMATES, PROJECTIONS, OR FORWARD LOOKING
STATEMENTS MADE BY, OR ON BEHALF OF, THE COMPANY, INCLUDING, BUT NOT LIMITED TO,
THE COMPANY'S EXPECTATIONS REGARDING NET SALES, GROSS PROFIT, OPERATING INCOME
AND FINANCIAL CONDITION.
RESULTS OF OPERATIONS
As discussed more fully below, the Company has experienced recurring net losses
and negative cash flow, and is currently in default under its credit agreements
with its lenders. These matters raise substantial doubt about the Company's
ability to continue as a going concern.
QUARTER ENDED MARCH 31, 2001 COMPARED TO QUARTER ENDED MARCH 31, 2000
Consolidated net sales for the quarter ended March 31, 2001 decreased $2.4
million (60%) to $1.6 million from $4.0 million in the comparable 1999
period. Of this reduction, approximately $2.2 (92%) million results from
decreased hardware sales reflecting the fact that the Company is
de-emphasizing its participation as principal in transactions involving
hardware used in conjunction with Progressive's software. Gross margins
associated with such transactions are substantially less than those generated
by sale of software. Given the financial resources currently available to the
Company, management believes that the gross margins generated from such sales
do not warrant the investment in inventories and accounts receivable required
to support such sales. Management also believes that events leading to the
reorganization of its sales organization have resulted in decreased sales
activities and a resulting decrease in recorded sales levels during the
period. Finally, management believes that the decrease in technology
investment in the aftermath of investments made to insure against problems
associated with Year 2000 issues may have affected sales levels. However, it
is not possible to quantify such impact, if any.
Consolidated gross profit increased $63,000 (7%) to $939,000 from $876,000 in
the prior year. The increase resulted principally from the fact that gross
margins associated with the sales of software and services are substantially
greater than those related to hardware sales. Sales of software and services
contributed 56% of total revenues in 2001 compared to 27% in 2000.
8
Consolidated engineering, design and product development costs decreased
$782,000 during the current quarter to $491,000 from $1.3 million in the same
period a year ago. In the first quarter of 2000, these expenses reflected the
efforts directed toward final enhancements of the new version of the Company's
IRIS software product as well as contract work for a third party. These efforts
were completed in the second quarter of the year. As a result, in August of last
year the Company effected a reduction in engineering personnel substantially
reducing the level of these expenses, including those resulting from the use of
contract personnel, in the final months of 2000 as well as in the first quarter
of the current year.
Consolidated selling, administrative and general expenses decreased $131,000
(10%) to $1.2 million from $1.4 million a year ago. The overall decrease results
from reductions in staff and related expenses both at corporate headquarters and
at Progressive.
Consolidated depreciation and amortization for the current period was $509,000,
a decrease of $544,000 (52%) from the same period a year ago. As noted in Note 2
above and more fully described in the Company's Quarterly Report on Form 10-Q
and Annual Report on Form 10-K for the periods ended September 30 and December
31, 2000, last year the Company recorded an impairment charge of $12,300,000,
reducing the value of goodwill, purchased and internally developed software and
plant and equipment. As a result, during the current period the amounts provided
for depreciation and amortization of the remaining asset values have been
substantially reduced.
Consolidated continuing operating losses for the period were $1.8 million
compared to losses of $3.7 million in the comparable period last year. As
discussed above, decreased losses in the current period were primarily the
result of the reduction in expenses and improved gross margins resulting from a
change in product mix partially offset by reduced revenues.
Net interest expense for the current period was $488,000 compared to $945,000 a
year ago. The decrease is principally the result a reduction in the amount of
outstanding bank debt through the use of a portion of the proceeds from the
Ultimate sale, as described in Note 3. Interest expense is net of interest
income of $27,000 this year and $32,000 in 2000.
Net earnings related to discontinued operations in 2000 reflect the gain on the
sale of Ultimate in February 2000 of $5.6 million, offset by an operating loss
of $26,000 incurred prior to the sale.
LIQUIDITY AND CAPITAL RESOURCES
The Company's negative working capital (current assets less current liabilities)
at March 31, 2001 was $21.7 million compared with negative working capital of
$20.3 million at December 31, 2000. At March 31, 2001, the Company had no
material commitments for capital expenditures. The Company's negative working
capital in both periods results primarily from net losses and the maturity on
December 31, 2000 of the Company's existing debt.
As reported in Note 5 above, the Company, at various times, had been in
violation of the provisions of its several loan agreements resulting in
modifications of the terms of each including an acceleration of the maturities
of the Term Loan and the Notes to December, 31, 2000. Currently, the Company
does not have the capability to repay or replace any of the obligations which
are currently due upon demand and that fact raises substantial doubt about the
Company's ability to continue as a going concern.
The Company has been advised that, in December 2000, Fleet National Bank sold
its interest in the Term Loan and Working Capital Facility to ARK CLO 2000-1,
Limited. Inasmuch as the Company, at present, still lacks the capability to
repay or replace these credit facilities, it intends to seek accommodation with
its lenders that will allow it to continue operating while seeking either
modification to, or replacement of, the facilities. However, there can be no
assurance that the Company will be successful in such efforts or as to what form
such modification or replacement might be.
In early January, the Company accepted the resignation of Progressive's
President and Vice President of Sales and Marketing and has since replaced them
with individuals who possess substantial experience in the food service
industry. In addition, the direct sales force has been increased and the
Chairman of the Company has assumed the position of Chief Executive Officer of
Progressive. The Company believes these changes will assist materially in the
efforts to increase revenues and related gross profits.
NASDAQ LISTING
The Company does not meet the net tangible asset or price per share requirements
for listing on the Nasdaq Stock Market(R) ("Nasdaq"). Accordingly, during 2000,
the Company's common stock was delisted from Nasdaq. As a result of delisting,
current information regarding bid and asked prices for the common stock may
become less readily available to brokers, dealers, and/or their customers which
may reduce the liquidity of the market for the common stock which, in turn,
could result in decreased demand for the common stock, a decrease in the stock
price, and an increase in the spread between the bid and asked prices for the
common stock.
9
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 11 Computation of Per Share Earnings
b. Reports on Form 8-K
The Company filed no Reports on Form 8-K during the period being
reported.
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRIDEX CORPORATION
(Registrant)
May 14, 2001 /S/ SETH M. LUKASH
----------------------------------------
Seth M. Lukash
Chairman of the Board, President,
Chief Executive Officer, and Chief
Operating Officer
May 14, 2001 /S/ WILLIAM A. BEEBE
----------------------------------------
William A. Beebe
Vice President and Chief Financial Officer
11
EXHIBIT INDEX
Exhibit 11 Computation of Per Share Earnings