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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
- --------- SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
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 0-5214
PEERLESS MFG. CO.
(Exact Name of Registrant as Specified in Its Charter)
TEXAS 75-0724417
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
2819 WALNUT HILL LANE, DALLAS, TEXAS 75229
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(Address of principal executive offices) (Zip code)
(214) 357-6181
(Registrant's Telephone Number, Including Area Code)
Indicate by 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 past 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 ______
As of November 12, 2001, there were 2,977,484 shares of the
Registrant's common stock outstanding.
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PEERLESS MFG. CO. AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
NUMBER
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PART I: FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at September 30, 2001
and June 30, 2001....................................................................... 1
Condensed Consolidated Statements of Operations for the
three months ended September 30, 2001 and 2000.......................................... 2
Condensed Consolidated Statements of Cash Flows for
the three months ended September 30, 2001 and 2000...................................... 3
Notes to the Condensed Consolidated Financial Statements................................ 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. ................................................... 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk................... 10
PART II:.OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................................. 12
SIGNATURES....................................................................................... 13
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PEERLESS MFG. CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
September 30, June 30,
2001 2001
------------- ---------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 227 $ 2,577
Short term investments 302 300
Accounts receivable-principally trade-net 31,966 28,987
Inventories 2,250 2,084
Costs and earnings in excess of billings 5,649 6,328
Deferred income taxes 704 704
Other 1,191 751
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Total current assets 42,289 41,731
Property, plant and equipment-net 3,751 3,365
Other assets 1,041 1,060
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$47,081 $46,156
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable-trade 12,643 10,172
Billings in excess of costs and earnings 9,444 9,618
Current maturities of long-term debt - 400
Commissions payable 1,511 1,443
Income taxes payable 657 1,754
Accrued liabilities and other 4,135 3,729
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Total current liabilities 28,390 27,116
Long-term debt, net of current maturities - 1,200
Deferred income taxes 147 147
Shareholders' equity:
Common stock 2,978 2,954
Additional paid-in capital 1,433 1,327
Unamortized value of restricted stock grants (27) (35)
Cumulative foreign currency
translation adjustment (121) (66)
Retained earnings 14,281 13,513
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Total shareholders' equity 18,544 17,693
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$47,081 $46,156
========= ========
See accompanying notes to condensed consolidated financial statements.
PEERLESS MFG. CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Three Months Ended
September 30,
-----------------------
2001 2000
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Revenues $23,709 $11,059
Cost of goods sold 16,743 7,982
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Gross profit 6,966 3,077
Operating expenses 5,743 3,616
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Operating income (loss) 1,223 (539)
Other income (expense)
Interest expense, net -- (184)
Foreign exchange gains (losses) 68 (90)
Other, net (72) (31)
-------- ---------
(4) (305)
-------- ---------
Earnings (loss) before income tax 1,219 (844)
Income tax expense (benefit) 451 (312)
-------- ---------
Net earnings (loss) 768 (532)
======== =========
Basic earnings (loss) per share $ 0.26 $ (0.18)
========= =========
Diluted earnings (loss) per share $ 0.25 $ (0.18)
========= ==========
See accompanying notes to condensed consolidated financial statements
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PEERLESS MFG. CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Three months ended
September 30,
-------------------------
2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) $ 768 $ (532)
Adjustments to reconcile net earnings to cash
provided by (used in) operating activities:
Depreciation and amortization 143 126
Changes in assets and liabilities:
Accounts receivable (2,959) (7,289)
Inventories (168) (1,350)
Cost and earnings in excess of billings 679 5,538
Other current assets (481) (730)
Other assets 24 76
Accounts payable 2,385 3,149
Billings in excess of costs and earnings (174) 1,437
Commissions payable 68 15
Accrued liabilities (669) (87)
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(1,152) 85
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Net cash provided by (used in) operating activities (384) 353
CASH FLOWS FROM INVESTING ACTIVITIES:
Net purchases of short-term investments (2) --
Net purchases of property and equipment (529) (5)
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Net cash used in investing activities (531) (5)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in borrowings (1,600) 886
Proceeds from issuance of common stock 137 40
Dividends paid - (184)
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Net cash provided by (used in) financing activities (1,463) 742
Effect of exchange rate changes on cash and cash equivalents 28 62
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Net increase (decrease) in cash and cash equivalents (2,350) 1,152
Cash and cash equivalents at beginning of period 2,577 561
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Cash and cash equivalents at end period $ 227 $ 1,713
========= ========
See accompanying notes to condensed consolidated financial statements.
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PEERLESS MFG. CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1. BASIS OF PRESENTATION.
These unaudited condensed consolidated financial statements of Peerless
Mfg. Co. and its subsidiaries have been prepared in accordance with
accounting principles generally accepted in the United States of
America for interim financial reporting. Accordingly, they do not
include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for
complete financial statements and should be read in conjunction with
the company's annual report on Form 10-K for the fiscal year ended June
30, 2001. All significant intercompany transactions and balances have
been eliminated in consolidation. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation of the interim financial
information have been included.
Operating results for the interim periods are not necessarily
indicative of results that may be expected for the fiscal year ending
June 30, 2002. Certain fiscal year 2001 items have been reclassified to
conform with the fiscal year 2002 presentation.
2. EARNINGS (LOSS) PER SHARE.
Basic earnings (loss) per share have been computed by dividing net
earnings (loss) available to common shareholders by the weighted
average number of common shares outstanding during the period. Diluted
earnings (loss) per share reflect the potential dilution that could
occur if options or other contracts to issue common shares were
exercised or converted into common stock.
The following table presents the calculation of earnings (loss) per
share for the periods indicated. All share and per share data reflect
the two-for-one split of the Company's common stock on October 18,
2001.
Three Months Ended
September 30,
------------------------
2001 2000
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Net earnings (loss) $ 768 $ (532)
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Basic weighted average common
shares outstanding 2,968 2,942
Effect of dilutive options 121 --
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Diluted weighted average common
shares outstanding 3,089 2,942
Net income (loss) per share - basic $ 0.26 $ (0.18)
Net income (loss) per share - diluted $ 0.25 $ (0.18)
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PEERLESS MFG. CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
The company excluded 0 and 76 outstanding stock options from its
calculation of diluted earnings (loss) per share for the three months
ended September 30, 2001 and 2000, respectively, because their effect
was anti-dilutive.
3. COMPREHENSIVE INCOME (LOSS).
Comprehensive income (loss) is defined as the change in equity during a
period from transactions or other events and circumstances from
non-ownership sources. It includes all changes in equity during a
period, except those resulting from investments by owners and
distributions to owners. The components of comprehensive income (loss)
were as follows:
Three Months Ended
September 30,
----------------------
2001 2000
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Net earnings (loss) $ 768 $ (532)
Foreign currency translation adjustment (55) 62
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Comprehensive income (loss) $ 713 $ (470)
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4. SUPPLEMENTAL CASH FLOW INFORMATION.
Net cash flows from operating activities reflects cash payments for
interest and income taxes as follows:
Three Months Ended
September 30,
----------------------
2001 2000
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Interest paid $ 114 $ 96
Income taxes paid $1,550 $ 90
5. USE OF ESTIMATES.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
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PEERLESS MFG. CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
6. INVENTORIES.
Inventories are stated at the lower of cost or market. Principal
components of inventories are as follows:
September 30, June 30,
2001 2001
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Raw materials $ 1,392 $ 1,151
Work in process 490 583
Finished goods 368 350
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Total inventories $ 2,250 $ 2,084
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7. SEGMENT INFORMATION.
The company identifies reportable segments based on management
responsibility within the corporate structure. The company has two
reportable industry segments: SCR Systems and gas/liquid filtration.
The SCR Systems segment produces selective catalytic reduction systems
("SCR") used to separate nitrogen oxide (NOx) emissions from exhaust
gases caused by burning hydrocarbon fuels such as coal, gasoline,
natural gas and oil. We combine these systems with our components as
totally integrated systems. Many of the company's components are
packaged on skids complete with instruments, controls and related
valves and piping. The gas/liquid filtration segment produces various
types of separators and filters used for removing liquids and solids
from gases and air. The segment also provides engineering design and
services, pulsation dampners, natural gas odorizers, quick-opening
closures and parts for its products.
In addition to our two primary business segments, we also design,
engineer, manufacture and sell packaged boilers and other steam
generating equipment through our Texas subsidiary that does business as
ABCO Industries ("ABCO"). This equipment is used to produce steam which
is used in processes, heating, drying, driving steam turbines and a
variety of other applications. ABCO is also used to support the
manufacturing needs of other Peerless products.
Segment profit and loss is based on revenue, less allocated costs of
the segment before allocation of general and administrative costs.
There were no sales or transfers between segments. The company does not
allocate assets, expenditures for assets or depreciation expense on a
segment basis for internal management reporting and, therefore, such
information is not presented. Segment information and a reconciliation
to operating profit for the three months ended September 30, 2001 and
2000 are presented below. Certain fiscal 2001 items have been
reclassified to conform with the fiscal 2002 presentation.
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PEERLESS MFG. CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
SCR Gas/Liquid Unallocated
Systems Filtration Overhead Consolidated
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THREE MONTHS ENDED
SEPTEMBER 30, 2001
Revenues from customers $14,513 $ 9,196 $ - $23,709
Segment profit (loss) 3,215 128 (2,120) 1,223
THREE MONTHS ENDED
SEPTEMBER 30, 2000
Revenues from customers $ 6,402 $ 4,657 $ - $11,059
Segment profit (loss) 511 (24) (1,026) (539)
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PEERLESS MFG. CO. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
The company's fiscal year ends on June 30th. References herein to fiscal 2002
and fiscal 2001 refer to our fiscal years ended June 30, 2002 and 2001,
respectively.
The following table displays the company's statements of operations as a
percentage of net revenues:
Three Months Ended
September 30,
----------------------
2001 2000
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Net revenues 100.0% 100.0%
Cost of revenues 70.6 72.2
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Gross margin 29.4 27.8
Operating expenses 24.2 32.7
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Operating income (loss) 5.2 (4.9)
Interest income (expense), net 0.0 (1.7)
Other, net (0.1) (1.0)
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Earnings (loss) before income taxes 5.1 (7.6)
Income tax expense (benefit) 1.9 (2.8)
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Net earnings (loss) 3.2% (4.8)%
======= =======
THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2000
Net revenues increased $12.6 million, or 114%, from $11.1 million for the three
months ended September 30, 2000 to $23.7 million for the three months ended
September 30, 2001. The increase in revenues was attributable to both reportable
segments. The increased demand for our SCR products caused a 127% increase in
revenues from our SCR Systems segment for the three months ended September 30,
2001 compared to the same period of the prior fiscal year. In addition, the
increased demand for our gas/liquid filtration products caused revenues from our
gas/liquid filtration segment to increase 98% over the same period of the prior
fiscal year.
Due to the new gas turbine powered electric generating facilities currently
under construction in the United States to fulfill our country's demand for
electricity, we anticipate the demand for our SCR products will continue to
increase. These new generating facilities use clean burning gas, which in turn
drives demand for our gas cleaning equipment. Coal fired electric power plants
are also contributing to the stronger demand we are seeing for our ammonia
handling systems. We provide ammonia storage and delivery systems to be used as
part of the NOx reduction systems to be installed at these coal fired plants.
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PEERLESS MFG. CO. AND SUBSIDIARIES
Our backlog of unfilled orders was $69.5 million at September 30, 2001, compared
to approximately $24 million at September 30, 2000. The increase is primarily
due to significant SCR orders booked during the last nine months.
Our gross profit increased $3.9 million, or 126%, from $3.1 million for the
three months ended September 30, 2000 to $7.0 million for the three months ended
September 30, 2001. Gross profit, as a percentage of sales, increased to 29.4%
for the current quarter from 27.8% for the same period in fiscal 2001. The
higher gross margin was primarily attributable to increased margins recognized
on our SCR revenues.
Operating expenses increased by $2.1 million, or 59%, from $3.6 million for the
three months ended September 30, 2000 to $5.7 million for the three months ended
September 30, 2001. The increase in operating expenses was due the additional
costs of engineering and project management required for the increased SCR
activities, as well as increased general and administrative expenses to support
the overall increase in revenues. Operating expenses decreased as a percentage
of sales from 32.7% for the three months ended September 30, 2000 to 24.2% for
the same period in the current year.
Interest expense decreased by $0.2 million due to the fact that we had no
outstanding balances under our revolving line of credit or the ABCO installment
note as of September 30, 2001, compared to $6.6 million outstanding under our
revolver and $1.9 million outstanding on the ABCO installment note at September
30, 2000. We prepaid, in full, $1.6 million of the ABCO installment note early
in the first quarter of fiscal 2002. The lower effective borrowing rate under
our credit facilities also contributed to the lower interest expense we
incurred.
As a result of the factors discussed above, we recorded net earnings for the
quarter ended September 30, 2001, of $0.8 million, compared to a net loss of
$0.5 million for the same period in fiscal 2001.
LIQUIDITY AND CAPITAL RESOURCES
Effective August 31, 2001, we entered into a new $10 million revolving line of
credit facility that expires in October 2003. The credit line carries a floating
interest rate based on the prime rate less 0.25% (5.75% at September 30, 2001)
and is secured by substantially all of our assets. Our interest rate is subject
to change based on our financial performance. As of September 30, 2001, we had
no outstanding balance under the credit line, and $1.9 million outstanding under
letters of credit, leaving us with $8.1 million of availability under the credit
line. We pay an annual commitment fee of 0.25% of the unused balance under the
credit line. The credit line contains financial covenants, restrictions on
capital expenditures, acquisitions, asset dispositions, additional debt, and
other customary covenants.
We have historically been a net provider of cash from operations and have
financed our working capital requirements and capital expenditures through the
retention of earnings and the use of our short-term credit lines. However, cash
was used in operating activities for the first three months of fiscal 2002 in
the amount of $0.4 million, compared to cash provided by operating activities of
$0.4 million for the same period in fiscal 2001. The change was primarily the
result of the increases in accounts payable which were offset by an increase in
our accounts receivable and a decrease in our accrued liabilities.
The increases in accounts receivable are not attributable to our customers not
timely paying us, but rather are directly related to the nature of our business.
Because we are engaged in the business of manufacturing custom systems, our
progress billing practices are event oriented rather
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PEERLESS MFG. CO. AND SUBSIDIARIES
than date oriented, and vary from contract to contract. We customarily bill our
customers after the occurrence of certain project milestones. For example, after
we complete engineering drawings for a customized product or after ordering raw
materials to produce that product. Once we bill our customer, our accounts
receivable balance increases as does our balance of billings in excess of costs
and earnings on uncompleted contracts. Consequently, we focus on the difference
between our accounts receivable balance and our billings in excess of costs
balance to determine our "net working capital impact" related to billings for a
particular period. As of September 30, 2001, our net working capital impact was
approximately $22.5 million, and as of September 30, 2000, that balance was
$17.8 million
A period to period analysis of our balance of accounts receivable must also take
into account any changes in our backlog (uncompleted orders less revenue
recognized under the percentage of completion method). The increase to our
accounts receivable balance from September 30, 2000, to September 30, 2001 was
directly related to the growth in demand for our products. Because we are
engaged in the business of manufacturing custom systems, our balances of
accounts receivables, billings in excess of costs and earnings, and costs and
earnings in excess of billings change in direct correlation to the quantity and
mix of our backlog, as well as the specific terms of each of our customer
contracts.
Although historically our capital expenditure requirements have not been
significant, we may have to increase our level of capital expenditures in the
future to expand our manufacturing capacity if the demand for our SCR System
continues to increase at the current rate.
We believe we maintain adequate liquidity to support existing operations and
planned growth, as well as to continue operations during reasonable periods of
unanticipated adversity. Management directs additional resources to strategic
new product development, market expansion and continuing improvement of existing
products to enhance our position as a market leader and to promote planned
internal growth and profitability. Although historically we have usually paid
quarterly dividends, we announced in January 2001 that we would not pay a
dividend for the quarter ending March 31, 2001, and thereafter in order to
preserve working capital for future growth. Our Board of Directors has decided
to continue the policy of preserving working capital for the quarter ended
September 30, 2001. Consequently, no dividend will be paid for that quarter.
NEW ACCOUNTING STANDARDS
In July 2001, the Financial Accounting Standards Board issued FAS 141 "Business
Combinations" ("FAS 141") and FAS 142 "Goodwill and Other Intangible Assets"
("FAS 142"). FAS 141 addresses the initial recognition and measurement of
goodwill and other intangible assets acquired in a business combination
initiated after June 30, 2001. FAS 142 addresses the initial recognition and
measurement of intangible assets acquired outside of a business combination,
whether acquired individually or with a group of other assets, and the
accounting and reporting for goodwill and other intangibles subsequent to their
acquisition. These standards require all future business combinations to be
accounted for using the purchase method of accounting. Goodwill will no longer
be amortized but instead will be subject to impairment tests at least annually.
The company will adopt FAS 142 on July 1, 2002. As a result of implementing
these new standards, the company will discontinue the amortization of goodwill
as of June 30, 2002.
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PEERLESS MFG. CO. AND SUBSIDIARIES
In October 2001, the Financial Accounting Standards Board issued FAS 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS 144").
FAS 144 addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. This statement supersedes FAS 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of" ("FAS 121") and related literature and establishes a single accounting
model, based on the framework established in FAS 121, for long-lived assets to
be disposed of by sale. The company is required to adopt FAS 144 for fiscal
years beginning after December 15, 2001.
The effect of adopting these standards will be immaterial to the company.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
The company occasionally makes forward-looking statements concerning its plans,
goals, product and service offerings, and anticipated financial performance.
These forward-looking statements may generally be identified by introductions
such as "outlook" for an upcoming period of time, or words and phrases such as
"should", "expect", "hope", "plans", "projected", "believes", "forward-looking"
(or variants of those words and phrases) or similar language indicating the
expression of an opinion or view concerning the future.
These forward-looking statements are subject to risks and uncertainties based on
a number of factors and actual results or events may differ materially from
those anticipated by such forward-looking statements. These factors include, but
are not limited to: the growth rate of the company's revenue and market share;
the consummation of new, and the non-termination of, existing contracts; the
company's ability to effectively manage its business functions while growing its
business in a rapidly changing environment; the company's ability to adapt and
expand its services in such an environment; the company's ability to
successfully refinance or extend its lines of credit or obtain alternative
sources of financing; the company's ability to effectively and efficiently
manage its backlog, large contracts for its SCR Systems, inventory levels and
processing of sales orders; the quality of the company's plans and strategies;
the company's ability to execute such plans and strategies; the company's
ability to manage its SCR Systems business if a slowdown occurs in the
construction or refurbishment of power plants; the company's ability to adapt to
changes in regulatory standards; and the size and value of product warranty
claims submitted to the company by customers.
In addition, forward-looking statements concerning the company's expected
revenue or earnings levels are subject to many additional uncertainties
applicable to competitors generally and to general economic conditions over
which the company has no control. The company does not plan to generally
publicly update prior forward-looking statements for unanticipated events or
otherwise and, accordingly, prior forward-looking statements should not be
considered to be "fresh" simply because the company has not made additional
comments on those forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There were no significant changes in market risk since June 30, 2001.
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PEERLESS MFG. CO. AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
A. Exhibits.
The following exhibits are filed as part of this report:
Exhibit
Number Exhibit
- -------- ---------
10(i) Employment Agreement dated July 20, 2001, by and between Sherrill Stone
and the company.
10(j) Employment Agreement dated July 20, 2001, by and between Roy C. Cuny and
the company.
10(k) Agreement dated July 20, 2001, by and between Sherrill Stone and the
company.
10(l) Agreement dated July 20, 2001, by and between Roy C. Cuny and the company.
B. Reports on Form 8-K.
None.
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PEERLESS MFG. CO. AND SUBSIDIARIES
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 thereto duly authorized.
PEERLESS MFG. CO.
Dated: November 14, 2001 /s/ Sherrill Stone
---------------------------------------------
Sherrill Stone, Chairman, President and Chief
Executive Officer
/s/ Robert J. Boutin
--------------------------------------------
Robert J. Boutin, Chief Financial Officer
(Principal Financial and Accounting Officer)
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EXHIBIT INDEX
Exhibit
Number Exhibit
- ------- -------------
10(i) Employment Agreement dated July 20, 2001, by and between Sherrill Stone
and the company.
10(j) Employment Agreement dated July 20, 2001, by and between Roy C. Cuny and
the company.
10(k) Agreement dated July 20, 2001, by and between Sherrill Stone and the
company.
10(l) Agreement dated July 20, 2001, by and between Roy C. Cuny and the company.