1
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 quarterly period ended March 31, 2001
-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 1-3552
SCOPE INDUSTRIES
(Exact name of Registrant as specified in its charter)
CALIFORNIA 95-1240976
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
233 Wilshire Boulevard, Suite 310
Santa Monica, California 90401-1206
(Address of principal executive office, zip code)
(Registrant's telephone number, including area code) (310) 458-1574
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
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.
[X] Yes [ ] No
The number of shares of registrant's common stock outstanding at May 05, 2001
was 1,029,567.
2
SCOPE INDUSTRIES AND SUBSIDIARIES
INDEX
PAGE
----
Part I. Financial Information:
Consolidated Balance Sheets -
March 31, 2001 and June 30, 2000 3
Consolidated Statements of Operations -
Three Months Ended March 31, 2001 and 2000 4
Consolidated Statements of Operations -
Nine Months Ended March 31, 2001 and 2000 5
Consolidated Statements of Cash Flows -
Nine Months Ended March 31, 2001 and 2000 6
Notes to Consolidated Financial Statements 7
Management's Discussion and Analysis of
Results of Operations and Financial Condition 9
Part II. Other Information:
Item 2. Increases and Decreases in Outstanding Securities
and Indebtedness 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 12
2
3
PART I. FINANCIAL INFORMATION
SCOPE INDUSTRIES AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, June 30,
2001 2000
------------ -----------
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 3,686,484 $ 4,045,582
Treasury bills available for sale-at fair value 12,139,498 18,840,593
Accounts and notes receivable, less allowance for
doubtful accounts of $610,583 at March 31, 2001
and $645,903 at June 30, 2000 4,551,987 4,581,022
Inventories 852,047 680,332
Deferred income taxes 1,930,270 1,297,500
Prepaid expenses and other current assets 1,050,828 1,576,237
----------- -----------
Total current assets 24,211,114 31,021,266
----------- -----------
Notes Receivable 602,405 659,374
----------- -----------
Property and Equipment:
Machinery and equipment 42,484,759 37,611,946
Land, buildings and improvements 16,084,504 16,045,836
----------- -----------
58,569,263 53,657,782
Less accumulated depreciation and amortization 30,694,511 27,531,392
----------- -----------
27,874,752 26,126,390
----------- -----------
Routes and Contracts, less accumulated
amortization of $4,521,114 at March 31, 2001 and
$2,748,557 at June 30, 2000 5,431,179 7,623,736
----------- -----------
Other Assets:
Non-appropriated funds - Industrial Revenue Bonds 4,390,602 5,440,677
Deferred charges and other assets 626,113 646,613
Investments available for sale-at fair value 4,328,402 9,252,975
Other equity investments-at cost 4,011,002 2,011,002
----------- -----------
13,356,119 17,351,267
----------- -----------
$71,475,569 $82,782,033
=========== ===========
LIABILITIES AND SHAREOWNERS' EQUITY
Current Liabilities:
Accounts payable $ 4,165,513 $ 4,852,389
Other accrued liabilities 1,710,279 1,926,295
Accrued payroll and related employee benefits 1,454,625 1,367,722
Income taxes payable -- 317,980
----------- -----------
Total current liabilities 7,330,417 8,464,386
Industrial Revenue Bond 6,000,000 6,000,000
Deferred Income Taxes 189,800 1,874,800
----------- -----------
13,520,217 16,339,186
----------- -----------
SHAREOWNERS' EQUITY:
Common stock, no par value, 5,000,000 shares authorized,
shares issued and outstanding at March 31, 2001 -
1,030,567 and June 30, 2000 - 1,060,867 4,576,050 4,470,450
Retained earnings 51,411,467 56,879,462
Accumulated other comprehensive income 1,967,835 5,092,935
----------- -----------
57,955,352 66,442,847
----------- -----------
$71,475,569 $82,782,033
=========== ===========
The accompanying notes are an integral part of these
consolidated financial statements.
3
4
SCOPE INDUSTRIES AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
March 31,
------------------------------------
2001 2000
------------ ------------
Revenues:
Sales $ 12,630,803 $ 12,784,115
Vocational school revenues 1,355,629 1,246,619
------------ ------------
13,986,432 14,030,734
------------ ------------
Operating Costs and Expenses:
Cost of sales 10,631,793 10,930,652
Vocational school operating expenses 1,006,100 930,519
Depreciation and amortization 1,769,138 1,675,339
General and administrative 2,239,955 2,122,505
------------ ------------
15,646,986 15,659,015
------------ ------------
(1,660,554) (1,628,281)
------------ ------------
Other income and expense:
Investment and other income 567,248 10,366,019
Interest expense (68,437) (3,698)
------------ ------------
498,811 10,362,321
------------ ------------
(Loss) income before income taxes (1,161,743) 8,734,040
Benefit (provision) for income taxes 366,000 (3,110,000)
------------ ------------
Net (loss) income $ (795,743) $ 5,624,040
============ ============
Net (loss) income Per Share - Basic $ (0.77) $ 5.15
Net (loss) income Per Share - Diluted $ (0.77) $ 5.14
Average shares outstanding - Basic 1,030,217 1,091,717
Average shares outstanding - Diluted 1,030,217 1,093,829
Cash dividends paid per share $ 1.00 $ 1.00
The accompanying notes are an integral part of these
consolidated financial statements.
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5
SCOPE INDUSTRIES AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Nine Months Ended
March 31,
-----------------------------------
2001 2000
--------------- ------------
Revenues:
Sales $ 37,109,349 $ 40,569,561
Vocational school revenues 3,766,908 3,778,001
------------ ------------
40,876,257 44,347,562
------------ ------------
Operating Costs and Expenses:
Cost of sales 32,058,751 34,117,194
Vocational school operating expenses 2,944,938 2,847,352
Depreciation and amortization 5,310,079 4,821,739
General and administrative 6,169,305 7,048,084
------------ ------------
46,483,073 48,834,369
------------ ------------
(5,606,816) (4,486,807)
------------ ------------
Other income and expense:
Investment and other income 1,523,832 11,050,370
Interest expense (241,975) (4,848)
------------ ------------
1,281,857 11,045,522
------------ ------------
(Loss) income before income taxes (4,324,959) 6,558,715
Benefit (provision) for income taxes 1,365,000 (2,410,000)
------------ ------------
Net( loss) income $ (2,959,959) $ 4,148,715
============ ============
Net (loss) income Per Share - Basic $ (2.86) $ 3.75
Net (loss) income Per Share - Diluted $ (2.86) $ 3.74
Average shares outstanding - Basic 1,036,447 1,104,917
Average shares outstanding - Diluted 1,036,447 1,108,327
Cash dividends paid per share $ 1.00 $ 1.00
The accompanying notes are an integral part of these
consolidated financial statements.
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6
SCOPE INDUSTRIES AND SUBSDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
March 31,
-----------------------------------
2001 2000
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (2,959,959) $ 4,148,715
Adjustments to reconcile net (loss) income to net cash
flows from operating activities:
Depreciation and amortization 3,537,522 3,260,490
Amortization of contracts and routes 1,772,557 1,561,249
Gains on investments available for sale (352,159) (10,613,671)
Losses on sale of equipment 92,362 29,616
Deferred income taxes (632,770) (275,000)
Changes in operating assets and liabilities:
Accounts and notes receivable 86,004 (10,528,890)
Inventories (171,715) 251,836
Prepaid expenses and other current assets 525,409 530,853
Accounts payable and accrued liabilities (815,988) 2,274,846
Income taxes payable (317,980) 2,235,431
Tax benefit applied to purchase of routes and contracts 420,000 420,000
Other assets 20,500 86,792
------------ ------------
Net cash flows from (used in) operating activities 1,203,783 (6,617,733)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of U.S. Treasury bills (15,397,746) (20,159,833)
Maturities of U.S. Treasury bills 22,098,841 23,100,000
Purchase of property and equipment (5,506,922) (4,584,795)
Proceeds from disposition of property and equipment 128,676 47,065
Purchase of investments available for sale (159,009) (284,510)
Proceeds from disposition of investments available for sale 625,640 11,469,231
Purchase of equity and other investments (2,000,000) (5,000)
Non-appropriated bond fund proceeds held by Trustee 1,050,075 --
------------ ------------
Net cash flows from investing activities 839,555 9,582,158
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends to shareowners (1,029,567) (1,108,867)
Proceeds from stock options exercised 105,600 213,150
Repurchases of common stock (1,478,469) (1,943,240)
------------ ------------
Net cash used in financing activities (2,402,436) (2,838,957)
------------ ------------
Net (decrease) increase in cash and cash equivalents (359,098) 125,468
Cash and cash equivalents at beginning of period 4,045,582 3,667,818
------------ ------------
Cash and cash equivalents at end of period $ 3,686,484 $ 3,793,286
============ ============
Supplemental Disclosures:
Cash paid during the nine months for:
Interest $ 188,594 $ 4,848
Income taxes $ 129,272 $ 82,924
The accompanying notes are an integral part of these
consolidated financial statements.
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SCOPE INDUSTRIES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2001
Note 1. Basis of Financial Statement Preparation
The accompanying consolidated financial information of Scope Industries and its
subsidiaries ("Scope" or the "Company") should be read in conjunction with the
Notes to the Consolidated Financial Statements contained in the Company's Annual
Report on Form 10-K to the Securities and Exchange Commission for the year ended
June 30, 2000. The accompanying financial information includes all subsidiaries
on a consolidated basis and all normal recurring adjustments that are considered
necessary by the Company's management for a fair presentation of the financial
position, results of operations and cash flows for the periods presented.
However, these results are not necessarily indicative of results for a full
fiscal year.
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 reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Certain prior year balances have been reclassified to conform to the current
period presentation.
Note 2. Treasury Bills
Treasury bills consisted of the following:
March 31, June 30,
2001 2000
----------- -----------
At adjusted cost which approximates fair value $12,139,498 $18,840,593
At par value 12,237,000 19,100,000
Note 3. Inventories
Inventories consisted of the following:
March 31, June 30,
2001 2000
-------- --------
Finished products $365,209 $252,264
Raw materials 280,381 278,303
Operating supplies 206,457 149,765
-------- --------
$852,047 $680,332
======== ========
Note 4. Investments
Investments consisted of the following:
Gross Unrealized Gains
Before Provision For
Cost Income Taxes Fair Value
---------- ---------------------- ----------
At March 31, 2001:
Investments available for sale $2,225,567 $2,102,835 $4,328,402
Other equity investments 4,011,002 4,011,002(a)
The Company entered into an equity investment agreement with an early
development stage bio-technical company. The agreement called for an investment
of $2,000,000 by March 31, 2001, with an additional $1,000,000 to be invested
before June 30, 2001. The Company will receive common stock for its investment.
Investments consisted of the following:
Gross Unrealized Gains
Before Provision For
Cost Income Taxes Fair Value
---------- --------------------- ----------
At June 30, 2000:
Investments available for sale $2,340,040 $6,912,935 $9,252,975
Other equity investments 2,011,002 2,011,002(a)
(a) No quoted prices are available for these securities.
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8
SCOPE INDUSTRIES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2001
(continued)
Note 5. Industrial Revenue Bond
In June 2000, the Company issued $6,000,000 in tax exempt Industrial Revenue
Bonds ("IRB") for the construction of a new plant to be built in Georgia.
Partial redemption of the IRB principal is not scheduled until March 1, 2003.
Interest is paid monthly on the outstanding principal. At March 31, 2001, the
Bond Trustee held non-appropriated funds of $4,390,602 that are restricted for
construction of the new plant. At March 31, 2001, the Company was in compliance
with all financial covenants under the debt agreement.
Note 6. Comprehensive (loss) income
Nine Months Ended
March 31,
--------------------------------
2001 2000
------------ ------------
Comprehensive (loss) income consisted of the following:
Net (loss) income $ (2,959,959) $ 4,148,715
------------ ------------
Unrealized holding (losses) gains arising during the
period, net of income taxes (2,896,196) 12,044,286
Reclassify gains realized and included in net (loss) income,
net of income taxes (228,904) (6,888,267)
------------ ------------
Other comprehensive (loss) income (3,125,100) 5,156,019
------------ ------------
Comprehensive (loss) income $ (6,085,059) $ 9,304,734
============ ============
Note 7. Income Taxes
For the nine month period ended March 31, 2001 the effective rate for income tax
benefit is approximately 32% of the loss. The effective rate for income taxes
for the comparable nine month period last year was approximately 37% of the
income. The determination of the benefit for income taxes considers certain
permanent differences between taxable income or loss and income or loss as
reported using accounting methods generally accepted in the United States of
America. Those differences sometimes cause distortions in the relationships
between income or loss before income taxes and the provision or benefit for
income taxes.
Note 8. Business Segment Information
Nine Months Ended
March 31,
------------------------------------
2001 2000
------------ ------------
Revenues:
Waste Material Recycling $ 36,746,691 $ 40,052,460
Vocational School Group 3,766,908 3,778,001
Other 362,658 517,101
------------ ------------
$ 40,876,257 $ 44,347,562
============ ============
(Loss) Income before Income Taxes:
Waste Material Recycling $ (3,468,932) $ (2,558,520)
Vocational School Group 22,797 94,769
Corporate expenses (2,304,373) (2,113,522)
Other 1,425,549 11,135,988
------------ ------------
$ (4,324,959) $ 6,558,715
============ ============
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9
SCOPE INDUSTRIES AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Three Months Ended March 31, 2001 and 2000:
The Company incurred a net loss of $795,743, or $0.77 per share, for the third
quarter compared to the previous year's third quarter net income of $5,624,040
or $5.14 per share diluted. The income earned last year was from the sale of
investments that resulted in Other income of $10,362,321 compared to the current
quarter Other income of $498,811. Revenues for the third quarter ended March 31,
2001 were $13,986,432 compared to $14,030,734 for the comparable quarter last
year. The decrease in revenues for the current quarter compared to the prior
year's comparable period is primarily attributable to the Waste Material
Recycling segment offset by an increase in Vocational School Group revenues.
Waste Material Recycling segment sales for the current quarter decreased
slightly from the comparable quarter last year. The decrease was due primarily
to a reduction in the average selling price of recycled dried bakery products.
Sales tonnage increased 8% during the current quarter compared to the comparable
period last year. The average selling price for recycled dried bakery products
was 6% lower than last year's comparable quarter partially offset by an increase
of 7% in sales volume from the comparable period last year. The average selling
price for the current quarter was also negatively impacted by higher delivery
transportation costs. Corn is used as a substitute for dried bakery products in
animal feed supplements and the average selling price of recycled dried bakery
products is directly correlated to the average price of corn in the commodities
markets. Record corn crops the past few years have negatively depressed selling
prices of corn and our dried bakery products. Cost reduction programs helped
lower current quarter operating costs for the Waste Material Recycling segment
1% from the comparable quarter last year in spite of significant increases in
electrical, natural gas costs and higher depreciation and amortization expenses.
The Waste Material Recycling segment failed to generate profits in both the
current quarter and the comparable quarter last year due primarily to lower
selling prices.
Vocational School Group revenues increased $109,010 or 9% from the comparable
quarter last year due primarily to a slight increase in enrollment at the
schools. Operating expenses, primarily higher rents and salaries, for the
current quarter were up 8% from the comparable period last year and were
partially offset by lower general and administrative expenses. The Vocational
School Group operated at a profit for both the current quarter and for the
comparable quarter last year.
General and administrative expenses for the Company increased 6% for the quarter
ended March 31, 2001, as compared to the comparable prior year quarter due
primarily to increased insurance costs for employee benefits.
Nine Months Ended March 31, 2001 and 2000:
The Company incurred a net loss of $2,959,959, or $2.86 per share for the nine
months ended March 31, 2001, compared to the previous year's comparable period
net income of $4,148,715, or $3.74 per share diluted. Total revenues for the
nine months ended March 31, 2001 were $40,876,257 compared to $44,347,562 for
the comparable period last year. The decrease in revenues for the nine months of
$3,471,305 or 8% from the prior year's comparable period was primarily
attributable to the Waste Material Recycling segment.
Waste Material Recycling segment sales for the current nine months decreased
$3,305,769 or 8% from the comparable period last year. The decrease was due
primarily to a reduction in the average selling price and higher delivery
transportation costs. The average selling price for recycled dried bakery
products and sales volume for the current nine months were both 7% lower than
last year's comparable period. The decreases in average selling price can be
attributed to the record corn crops the past two years as corn can serve as a
direct substitute for our product. Cost reduction programs have helped lower
operating costs for the Waste Material Recycling segment by 2% from the
comparable period last year in spite of increased electrical and natural gas
costs, diesel fuel and increased depreciation and amortization expenses. The
Waste Material Recycling segment failed to generate profits in both the current
nine months and the comparable period last year due primarily to lower selling
prices.
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10
SCOPE INDUSTRIES AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
(continued)
Vocational School Group revenues for the current nine months decreased slightly
from the comparable nine months last year due primarily to decreased enrollment
at the schools during the first six months of the year. Operating expenses for
the current nine months were up slightly from the comparable period last year.
The Vocational School Group operated at a profit for the current nine months and
for the comparable period last year.
General and administrative expenses for the Company decreased 12% for the nine
month period ended March 31, 2001, as compared to the comparable prior year nine
month period, primarily due to the elimination of redundant functions after the
acquisition of International Processing Corporation.
Investment and other income for the nine months ended March 31, 2001, was
$1,523,832 compared to $11,050,370 for the comparable period last year when
investments were sold realizing a gain of $10,613,671 during the period.
Interest income from U.S. Treasury bills and interest bearing money market
accounts comprised most of the investment income for both periods excluding the
realized gains.
Interest expense for the nine months ended March 31, 2001, of $241,975 is
primarily due to the Industrial Revenue Bond financing, (includes both interest
and amortization of bond financing costs). Interest on the bonds is paid monthly
and the interest rate (3.7% at March 31, 2001), varies weekly based upon the
tax-exempt interest rate in the current bond market. The Company had no
outstanding debt during the first nine months of the prior year.
LIQUIDITY AND CAPITAL RESOURCES
The Company used cash principally to purchase investments, fund capital
expenditures and working capital. The Company funds cash requirements
principally from cash flows from our operations and proceeds from the sale of
investments. Working Capital was $16,880,697 at March 31, 2001, and was
$22,556,880 at June 30, 2000. Our working capital ratio at March 31, 2001, was
3.3 to 1 compared to 3.7 to 1 at June 30, 2000. The reduction in working capital
from June 30, 2000 is mainly attributed to the sale of Treasury bills used to
help finance the purchase of the Company's common stock, investments and the
purchases of property and equipment. The Company paid a cash dividend of $1.00
per share, totaling $1,029,567 on January 4, 2001. Capital expenditures
approximating $7,000,000 to $9,000,000, primarily for Waste Material Recycling
facilities and equipment are planned for calendar year 2001. Management believes
that the combination of cash on hand, Treasury bills, investments available for
sale, the non-appropriated funds (Industrial Revenue Bond proceeds) and cash
flow expected to be generated from its operations will be sufficient to fund
planned investments and working capital requirements through fiscal 2001.
TAXES
For the nine months ended March 31, 2001, an income tax benefit of 32% of the
pre-tax loss is expected through utilization of available tax loss carry backs
and loss carry forwards. For the comparable nine month period last year the
provision for income taxes was 37% of pre-tax income. The determination of the
provision or benefit for income taxes considers certain permanent differences
between taxable income and income as reported using accounting methods generally
accepted in the United States of America. Those differences sometimes cause
distortions in the relationships between income before income taxes and the
provision for income taxes.
10
11
SCOPE INDUSTRIES AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
(continued)
NEW ACCOUNTING STANDARDS
Effective July 1, 2000, the Company adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"). The statement establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives), and for
hedging activities. The statement requires that the Company recognize all
derivatives as either assets or liabilities in the balance sheet and measure
those instruments at fair value. The statement also requires that changes in the
derivative's fair value be recognized in earnings unless specific hedge
accounting criteria are met. The adoption of SFAS No. 133 did not have a
material impact on the Company's financial statements.
FORWARD LOOKING STATEMENTS
Certain statements contained in this Management's Discussion and Analysis of
Results of Operations and Financial Condition that are not related to historical
results are forward looking statements. Actual results may differ materially
from those stated or implied in the forward-looking statements. Further, certain
forward-looking statements are based upon assumptions of future events, which
may not prove to be accurate. Although the Company believes that the
expectations reflected in such forward looking statements are reasonable, it can
give no assurance that such expectations will prove to be correct. Potential
risk and uncertainties include, but are not limited to, general business
conditions, unusual volatility in equity and interest rate markets and in
competing commodity markets, disruptions in the availability or pricing or raw
materials, transportation difficulties, changing governmental educational aid
policies, or disruption or operations due to unavailability of fuels or from
acts of God.
11
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PART II. OTHER INFORMATION
SCOPE INDUSTRIES AND SUBSIDIARIES
Item 2. Increases and Decreases in Outstanding Securities and Indebtedness.
Increases and decreases in outstanding equity securities in the nine months
ending March 31, 2001, were as follows:
Common Stock
No Par Value
------------
Shares outstanding June 30, 2000 1,060,867
Options exercised during the nine months 3,000
Shares purchased and retired during the nine months (33,300)
---------
Shares outstanding March 31, 2001 1,030,567
=========
A corporate resolution requires the retirement of all reacquisitions of common
stock. During the nine months ended March 31, 2001, the Company purchased and
retired 33,300 shares of common stock at a cost of $1,478,469.
Item 6. Exhibits and Reports on Form 8-K.
(A) Exhibits - None
(B) No Form 8-K was filed for the quarter ended March 31, 2001.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SCOPE INDUSTRIES
(Registrant)
Dated: May 09, 2001 /s/ Eric M. Iwafuchi
----------------------------------
Eric M. Iwafuchi, Vice President
and Chief Financial Officer
12