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 PERIOD ENDED September 30, 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 1-1000 -------- SPARTON CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Ohio 38-1054690 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2400 East Ganson Street Jackson, Michigan 49202 --------------------------------------- (Address of principal executive offices) (Zip Code) (517) 787- 8600 ---------------------------------------------------- (Registrant's telephone number, including area code) 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 [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock, $1.25 Par Value - 7,828,090 shares as of October 31, 2000. 2 INDEX SPARTON CORPORATION AND SUBSIDIARIES Part I. Financial Information Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets - September 30 and June 30, 2000 3 Condensed Consolidated Statements of Operations - Three-Month Periods ended September 30, 2000 and 1999 4 Condensed Consolidated Statements of Cash Flows - Three-Month Periods ended September 30, 2000 and 1999 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II. Other Information Item 1. Legal Proceedings 10 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 12 3 SPARTON CORPORATION AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited) September 30 and June 30, 2000 September 30 June 30 ------------- ------------- ASSETS Current assets: Cash and cash equivalents $ 10,196,343 $ 5,052,405 Investment securities 2,052,913 4,643,704 Income taxes recoverable 1,016,640 483,598 Accounts receivable 16,776,725 20,677,281 Inventories and costs on contracts in progress, less progress payments $7,699,000 at September 30 ($3,309,000 at June 30) 50,807,112 51,189,623 Prepaid expenses 3,383,644 4,295,496 ------------- ------------- Total current assets 84,233,377 86,342,107 Deferred income taxes 304,800 304,800 Other assets 10,899,440 10,922,299 Property, plant and equipment - net 11,396,201 11,407,030 ------------- ------------- Total assets $ 106,833,818 $ 108,976,236 ============= ============= LIABILITIES AND SHAREOWNERS' EQUITY Current liabilities: Accounts payable $ 12,164,252 $ 14,251,023 Salaries and wages 3,237,922 3,145,222 Accrued liabilities 5,021,974 4,167,288 ------------- ------------- Total current liabilities 20,424,148 21,563,533 Environmental remediation 8,335,553 8,335,553 Shareowners' equity: Common stock - 7,828,090 shares outstanding at September 30 and June 30 after deducting 106,622 shares in treasury 9,785,113 9,785,113 Capital in excess of par value 494,427 494,427 Accumulated other comprehensive loss (2,000) (108,014) Retained earnings 67,796,577 68,905,624 ------------- ------------- Total shareowners' equity 78,074,117 79,077,150 ------------- ------------- Total liabilities and shareowners' equity $ 106,833,818 $ 108,976,236 ============= ============= SEE ACCOMPANYING NOTES. 3 4 SPARTON CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Operations (Unaudited) For the Three-Month Periods ended September 30, 2000 and 1999 Three-Month Periods ---------------------------------------- 2000 1999 ------------ ------------ Net sales $42,682,312 $34,473,957 Costs and expenses 44,333,844 35,022,265 ------------ ------------ (1,651,532) (548,308) Other income (expenses): Interest and investment income 78,816 253,065 Other - net (187,331) 416,411 ------------ ------------ Income (loss) before income taxes (1,760,047) 121,168 Provision (credit) for income taxes (651,000) 45,000 ------------ ------------ Net income (loss) $(1,109,047) $76,168 ============ ============ Basic and diluted earnings (loss) per share $(.14) $.01 ============ ============ Dividends $-0- $-0- ============ ============ SEE ACCOMPANYING NOTES 4 5 SPARTON CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited) For the Three-Month Periods ended September 30, 2000 and 1999 2000 1999 ------------ ------------ Cash flows provided (used) by operating activities: Income (loss) from continuing operations $ (1,109,047) $ 76,168 Add noncash items affecting continuing operations: Depreciation 502,818 536,940 Add (deduct) changes in operating assets and liabilities: Accounts receivable 3,900,556 (3,284,862) Other 1,965,252 2,206,099 Inventories 382,511 (5,658,910) Income taxes recoverable (533,042) 27,467 Accounts payable (2,086,771) (887,009) Deferred taxes -- 500 ------------ ------------ 3,022,277 (6,983,607) Cash flows provided (used) by investing activities: Sales of investment securities-net 2,590,791 7,140,385 Noncurrent other assets 22,859 411,807 Purchases of property, plant and equipment-net (491,989) (410,698) ------------ ------------ 2,121,661 7,141,494 ------------ ------------ Increase in cash and cash equivalents 5,143,938 157,887 Cash and cash equivalents at beginning of period 5,052,405 4,165,758 ------------ ------------ Cash and cash equivalents at end of period $ 10,196,343 $ 4,323,645 ============ ============ Supplemental disclosures of cash flow information: Cash paid during the period for: Income taxes $ 19,000 $ 23,000 ============ ============ Interest expense $ -0- $ -0- ============ ============ SEE ACCOMPANYING NOTES 5 6 SPARTON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying condensed consolidated balance sheets at September 30, 2000, and the related condensed consolidated statements of operations and cash flows for the three-month periods ended September 30, 2000 and 1999 are unaudited, but include all adjustments (consisting only of normal recurring accruals) which the Company considers necessary for a fair presentation of such financial statements. The results of operations for the period ended September 30, 2000, are not necessarily indicative of the results that may be expected for the full fiscal year. 2. Long-term contracts relate principally to government defense contracts. These contracts are accounted for based on completed units and their estimated average contract cost per unit. Development contracts are accounted for based on percentage of completion. Costs and fees billed under cost-reimbursement-type contracts are recorded as sales. A provision for the entire amount of a loss on a contract is charged to operations as soon as the loss is determinable. Inventories are valued at the lower of cost (first-in, first-out basis) or market and include costs related to long-term contracts. Inventories, other than contract costs, are principally raw materials and supplies. The following are the major classifications of inventory: September 30, 2000 June 30, 2000 ------------------ ------------- Raw materials $38,927,000 $42,419,000 Work in process and finished goods 11,880,000 8,771,000 ----------- ----------- Total $50,807,000 $51,190,000 =========== =========== 3. Basic earnings per share were computed using the weighted average number of shares outstanding. For the three-month periods, average shares outstanding were 7,828,090 in both 2000 and 1999. Outstanding options to purchase shares of common stock for the three months ended September 30, 2000 and 1999, totaled 158,500 and 163,500, respectively, at various prices. These shares were excluded for the purposes of computing diluted earnings per share because the options exercise price was greater than the average market price of the common shares and therefore the effect would be anti-dilutive. 4. The reporting of comprehensive income requires disclosure of total non-shareowner changes in equity in interim periods and additional disclosures of the components of non-shareowner changes in equity on an annual basis. Total non-shareowner changes in equity includes all changes in equity during a period except those resulting from investments by and distributions to shareowners. Total comprehensive income for the three-month periods September 30, 2000 and 1999 was as follows: Three Months Ended ------------------ 2000 1999 ---- ---- Net income (loss) $(1,109,000) $ 76,000 Other Comprehensive Income: Unrealized gains (losses) on investment securities 106,000 (22,000) ----------- -------- Comprehensive income (loss) $(1,003,000) $ 54,000 =========== ======== Retained earnings includes accumulated other comprehensive loss of $2,000 and $108,000 at September 30, 2000, and June 30, 2000, respectively, which relates to unrealized losses on investments. 5. Cash and cash equivalents consist of demand deposits and other highly liquid investments with an original maturity date of less than three months. A large majority of the investment portfolio has an original maturity date of less than two years and a daily market exists for all the investment securities. The Company believes that the impact of fluctuations in interest rates on its investment portfolio should not have a material impact on financial position or results of operations. It is the Company's intention to use these investment securities to provide working capital and to otherwise fund the expansion of its business. 6 7 At September 30, 2000, the Company had net unrealized losses of $3,000. At that date, the net after-tax effect of these losses was $2,000 and included in equity. For the three months ended September 30, 2000 and 1999, the Company had sales of investment securities totaling $2,600,000 and $7,100,000, respectively. There were no purchases of investment securities in either period. 6. One of Sparton's facilities, located in Albuquerque, New Mexico, has been the subject of ongoing investigations conducted with the United States Environmental Protection Agency (EPA) under the Resource Conservation and Recovery Act (RCRA). This EPA compliance issue involves an idled facility now leased to others. The investigation began in the early 1980s and involved a review of on-site and off-site environmental impacts. At September 30, 2000, Sparton has a remaining accrual of $9,118,000 as its estimate of the future undiscounted minimum financial liability for remediation. Cash expenditures for remediation activities are expected to be incurred over the next thirty years. The accrual reflects the Company's estimate of the minimum amount it will incur under the agreed upon work plans. The Company's cost estimate is based upon existing technology and excludes legal and related consulting costs. The Company's estimate includes equipment and operating costs for on-site and off-site pump and treat containment systems, a soil vapor extraction program and continued on-site and off-site monitoring. It is based on existing methodology. Legal costs and related consulting costs are expensed as incurred. Uncertainties associated with environmental remediation contingencies are pervasive and often result in wide ranges of reasonably possible outcomes. Estimates developed in the early stages of remediation can vary significantly. Normally a finite estimate of cost does not become fixed and determinable at a specific point in time. Rather, the costs associated with environmental remediation become estimable over a continuum of events and activities that help to frame and define a liability. Factors which cause uncertainties for the Company include, but are not limited to, the effectiveness of the current work plans in achieving targeted results and proposals of regulatory agencies for desired methods and outcomes. It is possible that cash flows and results of operations could be significantly affected by changes in costs associated with the ultimate resolution of this contingency. Amounts charged to operations, principally legal and consulting, for the three months ended September 30, 2000 and 1999 were $201,000 and $102,000, respectively. 7 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of certain significant events affecting the Company's earnings and financial condition during the periods included in the accompanying financial statements. The Company's operations are in one line of business, electronic manufacturing services (EMS). This includes the design, development and/or manufacture of electronic parts and assemblies for both government and commercial customers worldwide. The Private Securities Litigation Reform Act of 1995 reflects Congress' determination that the disclosures of forward-looking information is desirable for investors and encourages such disclosure by providing a safe harbor for forward-looking statements by corporate management. The following discussion about the Company's results of operations and financial condition contains forward-looking statements that involve risk and uncertainty. The Company notes that a variety of factors could cause the actual results and experience to differ materially from anticipated results or other expectations expressed in the Company's forward-looking statements. The risks and uncertainties that may affect the operations, performance, growth forecasts and results of the Company's business include, but are not limited to, timing and fluctuations in U.S. and/or world economies and in customer demand for products, competition in the overall EMS business, the availability and cost of materials, production labor and management services under terms acceptable to the Company, Congressional budget outlays for sonobuoy development and production, Congressional legislation, changes in the interpretation of environmental laws and the uncertainties of environmental remediation. The Company began to encounter availability and extended lead time issues on some electronic components. Shortages on some key electronic components have resulted in higher prices. This shortage on some critical electronic components could impact the electronics industry, and Sparton specifically, for some time. Availability of components could adversely affect the Company's ability to meet customers' production schedules. In addition, the ability to recover increasing material costs from customers will be a factor in future operating results. Management cautions readers not to place undue reliance on forward-looking statements, which are subject to influence by the enumerated risk factors as well as unanticipated future events. RESULTS OF OPERATIONS - --------------------- Sales for the three-month period ended September 30, 2000, were as expected and totaled $42,682,000, an increase of $8,208,000 (24%) over last year. Government EMS sales decreased 16% to $9,965,000. The decrease in Governmental EMS sales was mainly due to reduced production schedules pending the qualification of new sonobuoy designs. While lower than last year, Government EMS sales were higher than expected as shipments included several sonobuoy contracts which were not completed as of June 30, 2000 as originally planned. These contracts had incurred cost overruns last year and carried no gross margin. In the quarter, the Company qualified the design on one of two new sonobuoy programs and completed production on the problem-plagued sonobuoy program of last year. Commercial EMS sales increased 45% over last year. The growth in commercial EMS sales was mainly due to increasing sales from existing customers. Overall inventory levels had increased in previous periods in anticipation of this growth. Sales increased $6,850,000 at Sparton Electronics and $1,086,000 at Sparton Technology over last year for the three-month period. Revenues at Sparton of Canada were also above the corresponding period last year. An operating loss of $1,652,000 was reported for the three months ended September 30, 2000, compared to an operating loss of $548,000 last year. Gross margins for the three months ended September 30, 2000, were reduced by $557,000 ($476,000 in 1999) due to still unresolved pricing issues on a major commercial EMS program. Additionally, $4,400,000 of government EMS sales were at zero margin in the first quarter of fiscal 2001. Operating results also include adverse manufacturing variances of $1,565,000 ($868,000 in 1999). In addition, included are charges against income related to the New Mexico environmental remediation effort, principally litigation, of $201,000 in 2000 and $102,000 in 1999. The total of the aforementioned three items increased costs by $2,323,000 ($1,446,000 in 1999), generating the loss reflected in the financial statements. Interest and Investment Income declined $174,000 to $79,000 in 2000 due to lower average investments. Other Expense-Net was $187,000 in 2000 compared to Other Income-Net of $416,000 for the corresponding three-month period last year. In liquidating investments during the first quarter of fiscal 2001, the Company incurred a loss of $147,000. Included in 1999 Other Income-Net was a gain of $443,000 from the sale of equipment and other assets at the Canadian operating unit. The Company reported net loss of $1,109,000 ($.14 per share) for the three months ended September 30, 2000, compared to a net income of $76,000 ($.01 per share) for the corresponding period last year. 8 9 FINANCIAL POSITION - ------------------ For the three-month period ended September 30, 2000, Cash and Cash Equivalents increased $5,144,000 to $10,196,000. Operating activities provided $3,022,000 in net cash flows. The principal source of cash flow from operating activities was a decline in accounts receivables. The principal use of cash flow from operating activities was a reduction in accounts payable. Cash flows provided by investing activities totaled $2,122,000, principally from the sale of investments. The Company will continue to strategically invest in additional property, plant and equipment to accommodate growth in the EMS business. No cash was used or provided by financing activities. The Company's market risk exposure to foreign currency exchange and interest rates are not considered to be material principally due to short term investments and minimal receivables and payables designated in foreign currency. At September 30, 2000 and June 30, 2000, the aggregate government EMS backlog was approximately $63 million and $64 million, respectively. A majority of the 2000 backlog is expected to be realized in the next 12-15 months. Commercial EMS sales are not included in the backlog. The Company does not believe the amount of commercial sales covered by firm purchase orders is a meaningful measure of future sales, as such orders may be rescheduled or cancelled without significant penalty. No dividends were declared in either period presented. At September 30, 2000, the Company had $78,074,000 in recorded shareowners' equity ($9.97 per share), $63,809,000 in working capital, and a 4.12:1.00 working capital ratio. OTHER - ----- One of Sparton's facilities, located in Albuquerque, New Mexico, has been the subject of ongoing investigations conducted with the United States Environmental Protection Agency (EPA) under the Resource Conservation and Recovery Act (RCRA). This EPA compliance issue involves an idled facility now leased to others. The investigation began in the early 1980s and involved a review of on-site and off-site environmental impacts. At September 30, 2000, Sparton has a remaining accrual of $9,118,000 as its estimate of the future undiscounted minimum financial liability for remediation. Cash expenditures for remediation activities are expected to be incurred over the next thirty years. The accrual reflects the Company's estimate of the minimum amount it will incur under the agreed upon work plans. The Company's cost estimate is based upon existing technology and excludes legal and related consulting costs. The Company's estimate includes equipment and operating costs for on-site and off-site pump and treat containment systems, a soil vapor extraction program and continued on-site and off-site monitoring. It is based on existing methodology. Legal costs and related consulting costs are expensed as incurred. Uncertainties associated with environmental remediation contingencies are pervasive and often result in wide ranges of reasonably possible outcomes. Estimates developed in the early stages of remediation can vary significantly. Normally a finite estimate of cost does not become fixed and determinable at a specific point in time. Rather, the costs associated with environmental remediation become estimable over a continuum of events and activities that help to frame and define a liability. Factors which cause uncertainties for the Company include, but are not limited to, the effectiveness of the current work plans in achieving targeted results and proposals of regulatory agencies for desired methods and outcomes. It is possible that cash flows and results of operations could be significantly affected by changes in costs associated with the ultimate resolution of this contingency. Amounts charged to operations, principally legal and consulting, for the three months ended September 30, 2000 and 1999 were $201,000 and $102,000, respectively. 9 10 OTHER INFORMATION PART II. OTHER INFORMATION Item 1. Legal Proceedings Various litigation is pending against the Company, in many cases involving ordinary and routine claims incidental to the business of the Company and in others presenting allegations that are non-routine. The Company and its subsidiaries are also involved in certain compliance issues with the United States Environmental Protection Agency (EPA) and various state agencies, including being named as a potentially responsible party at several sites. Potentially responsible parties (PRPs) can be held jointly and severally liable for the cleanup costs at any specific site. The Company's past experience, however, has indicated that when it has contributed only relatively small amounts of materials or waste to a specific site relative to other PRPs, its ultimate share of any cleanup costs has been minor. Based upon available information, the Company believes it has contributed only small amounts to those sites in which it is currently viewed a potentially responsible party. In February 1997, three lawsuits were filed against Sparton's wholly owned subsidiary, Sparton Technology, Inc., in Federal District Court in Albuquerque, one by the United States on behalf of the EPA, the second by the State of New Mexico and the third by the City of Albuquerque and the County of Bernalillo. All three actions alleged that the impacts to soil and groundwater associated with Sparton Technology's Coors Road facility presented an imminent and substantial threat to human health or the environment. On March 3, 2000, a Consent Decree was entered, settling the lawsuits as well as a related administrative enforcement action. The Consent Decree represents a judicially enforceable settlement agreement under which Sparton Technology has paid $1,000,000 to resolve claims for damages to natural resources, $475,000 to resolve claims for civil penalties for alleged violations of state law and an order entered in the related administrative enforcement action, and $200,000 for reimbursement of the litigation costs of certain plaintiffs. The Consent Decree also contains work plans describing remedial activity Sparton Technology agreed to undertake. In exchange for the monetary payment and an agreement to implement the work plans, Sparton Technology received covenants not to sue that, except in fairly extraordinary circumstances, prevent any further administrative or judicial action by state and federal entities in connection with the impacts to the environment associated with past activities at the Coors Road facility. The work plans provide for the installation of an off-site containment well (already completed and operating), enhancement to an on-site soil vapor extraction system (in operation) and an on-site containment well. It is anticipated that these remediation activities will operate for a period of time during which Sparton Technology and the regulatory agencies will analyze their effectiveness. The Company believes that it will take at least three to five years before the effectiveness of the groundwater extraction wells can be established. Upon entering into the Consent Decree, the Company reviewed its estimates of the future costs expected to be incurred in connection with its remediation of the environmental issues associated with its Coors Road Plant over the next 30 years. The Company increased its accrual for the cost of addressing environmental impacts associated with its Coors Road Plant by $10,000,000, pre-tax, in December 1999. At September 30, 2000, the remaining undiscounted minimum accrual for EPA remediation approximates $9,118,000. This balance is after payment of the $1,675,000 in costs and damages, described above, payable to the various plaintiff parties, which amount was paid in March 2000. The Company's estimate is based upon existing technology and current costs which have not been discounted. The estimate includes equipment and operating and maintenance costs for the on-site and off-site pump and treat containment systems, a soil vapor extraction program and continued on-site and off-site monitoring. It also includes the required periodic reporting requirements. This estimate does not include legal and related consulting costs which are expensed as incurred. The estimate does not reflect any offset or reduction for monies recovered from various parties which the Company is currently pursuing as described below. In 1995 Sparton Corporation and Sparton Technology, Inc. filed a Complaint in the Circuit Court of Cook County, Illinois, against Lumbermens Mutual Casualty Company and American Manufacturers Mutual Insurance Company demanding reimbursement of expenses incurred in connection with its remediation efforts at the Coors Road facility based on various primary and excess comprehensive general liability policies in effect between 1959 and 1975. In 1999 the Complaint was amended to add various other excess insurers, including certain London market insurers and Fireman's Fund Insurance Company. The case is currently in the discovery stage. 10 11 On February 11, 1998, Sparton Technology, Inc. commenced litigation in the United States Court of Federal Claims alleging that the Department of Energy (DOE), acting through its contractors, Sandia Corporation and Allied Signal, Inc., is liable for reimbursement of Sparton's costs incurred in defending against and complying with federal and state regulatory requirements. The DOE prescribed certain mandatory performance requirements that were then imposed upon Sparton Technology through its agreements with Sandia Corporation and Allied Signal, Inc. On February 9, 1999, the Court of Federal Claims dismissed Sparton Technology's complaint on the basis of a lack of jurisdiction concluding that an agency relationship did not exist between Sandia Corporation and Allied Signal, Inc. and the United States for purposes of reimbursing costs incurred during litigation. Sparton Technology believed that the court erred in its decision and filed its notice of appeal on April 9, 1999. On April 18, 2000, the Federal Circuit reversed the lower court's decision and reinstated Sparton Technology's claim for purposes of examining whether the Court of Federal Claims does indeed have jurisdiction. Sparton Technology is now proceeding with discovery on the jurisdiction related issues. Sparton Technology, Inc. filed a complaint on September 21, 1998, against Allied Signal, Inc. in U.S. District Court in Kansas City seeking to recover costs incurred to investigate and remediate impacts to the environment at its Coors Road facility. In July 1999, the Court allowed Sparton Technology to amend its complaint to add Sandia Corporation and the DOE as defendants. In March 2000, the case was transferred to the United States District Court in Albuquerque, New Mexico. Written discovery has commenced, but all further discovery has been stayed as of July 13, 2000, pursuant to an Order of the Court. The Company and the three defendants are now engaged in a Court ordered mediation to determine whether the case can be settled. No time deadline on the mediation and no trial date have been set for the case, in the event the case cannot be settled. At this time, the Company is unable to predict the amount or timing of recovery, if any, that may result from the pursuit of these before-mentioned three claims. 11 12 OTHER INFORMATION PART II. Item 6. Exhibits and Reports on Form 10-K and 10-Q (a) Exhibits 3 & 4 Instruments defining the rights of security holders have been previously filed as follows: Articles of Incorporation of the Registrant were filed on form 10-K for the year ended June 30, 1981 and an amendment thereto was filed on Form 10-Q for the three-month period ended December 31, 1983 and are incorporated herein by reference. By-laws of the Registrant were filed on Form 10-K for the year ended June 30, 1981 and are incorporated herein by reference. Code of Regulation of the Registrant was filed on Form 10-K for the year ended June 30, 1981 and an amendment thereto was filed on Form 10-Q for the three-month period ended September 30, 1982 and are incorporated herein by reference. 27 Submitted to the Securities and Exchange Commission for its information. (b) Reports on Form 8-K filed in the First Quarter of Fiscal 2001: On October 23, 2000, the Company filed a Form 8-K regarding a published newspaper article. 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. SPARTON CORPORATION ------------------- Registrant Date: November 10, 2000 /s/ David W. Hockenbrocht --------------------------------------------- David W. Hockenbrocht, CEO and President Date: November 10, 2000 /s/ Richard Langley --------------------------------------------- Richard Langley, Principal Financial Officer 12