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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT Of 1934
For the quarterly period ended March 31, 2000
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[ ] 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 000-26991
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Anthony & Sylvan Pools Corporation
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(Exact name of registrant as specified in its charter)
OHIO 31-1522456
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6690 Beta Drive, Mayfield Village, Ohio 44143
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (440) 720-3301
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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, as
amended, 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 N/A
--- --- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common shares, as of the latest practicable date.
Class Outstanding at May 12, 2000
- ----------------------------- -----------------------------
Common Shares, no par value 2,703,172 Shares
EXPLANATORY NOTE
This amendment on Form 10-Q/A amends the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 2000, as filed by the Registrant on May 15,
2000, and is being filed to reflect the restatement of the Registrant's
condensed consolidated financial statements (see Note 8 to the unaudited
condensed consolidated financial statements).
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ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARY
FORM 10-Q/A
FOR QUARTER ENDED MARCH 31, 2000
INDEX
Sequential
Page No.
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Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
March 31, 2000 and December 31, 1999....................... 3
Unaudited Condensed Consolidated Statements of Operations -
Three Months Ended March 31, 2000 and 1999........ ........ 4
Unaudited Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2000 and 1999................. 5
Notes to Unaudited Condensed Consolidated
Financial Statements....................................... 6-8
Independent Accountants' Report.............................. 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..............10-12
Part II - Other Information
Item 1. Legal Proceedings............................................ 13
Item 2. Changes in Securities........................................ 13
Item 4. Submission of Matters to a Vote of Security
Holders.................................................. 13
Item 6. Exhibits and Reports on Form 8-K............................. 13
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
March 31, December 31,
2000 1999
-------- --------
(As restated
per Note 8)
ASSETS
- -----
Current Assets:
Cash and cash equivalents ..................... $ 1,079 $ 533
Contract receivable, net ...................... 5,600 8,101
Inventories, net .............................. 7,625 5,282
Prepayments and other ......................... 1,930 1,673
Deferred income taxes ......................... 3,455 2,584
-------- --------
Total current assets ..................... 19,689 18,173
Property, plant and equipment, net .................. 8,210 8,107
Goodwill, net ....................................... 27,204 27,386
Other ............................................... 1,977 1,841
-------- --------
$ 57,080 $ 55,507
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Current maturities of long-term debt ........ $ 171 $ 171
Accounts payable ............................ 9,322 5,782
Accrued expenses ............................ 14,581 11,695
Accrued income taxes - 451
-------- --------
Total current liabilities ................ 24,074 18,099
Long-term Debt ...................................... 2,050 4,593
Other Long-term Liabilities ......................... 2,218 2,243
Commitments and Contingencies ....................... - -
Shareholders' Equity:
Serial preferred shares no par value,
1,000,000 shares authorized, none issued .. - -
Common shares no par value,
29,000,000 shares authorized, 3,351,836
shares issued and 2,658,589 outstanding ... 27,503 27,395
Treasury shares at cost, 693,110 shares ..... (4,311) (4,581)
Retained earnings ........................... 5,546 7,758
-------- --------
Total shareholders' equity ................. 28,738 30,572
-------- --------
$ 57,080 $ 55,507
======== ========
See notes to unaudited condensed consolidated financial statements.
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ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(In thousands, except share data)
Three Months Ended
March 31,
2000 1999
-------- --------
(As restated
per Note 8)
Net sales ................................. $ 30,391 $ 26,422
Cost of sales ............................. 23,938 20,719
-------- --------
Gross profit ............................ 6,453 5,703
Operating expenses ........................ 9,763 9,505
-------- --------
Income/(loss)from operations ............ (3,310) (3,802)
Interest and other expense ................ 196 1,095
-------- --------
Income/(loss) before income taxes ....... (3,506) (4,897)
Provision/(benefit) for income taxes ...... (1,294) (1,939)
-------- --------
Net income/(loss) ....................... $ (2,212) $ (2,958)
======== ========
Earnings/(loss) per share:
Basic $ (.84) $ (.88)
======== ========
Diluted $ (.84) $ (.88)
======== ========
Average shares outstanding:
Basic 2,620 3,357
======== ========
Diluted 2,620 3,357
======== ========
See notes to unaudited condensed consolidated financial statements.
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ANTHONY & SYLVAN CORPORATION AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(Dollars in thousands)
Three Months Ended
March 31,
2000 1999
------- -------
(As restated
per Note 8)
Cash Flows from Operating Activities:
Net loss .......................................... $(2,212) $(2,958)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization ........... 685 606
Non-cash deferred compensation expense .. 113 -
Other ................................... (7) -
Changes in operating assets and liabilities
net of assets acquired
Contract receivables ......................... 2,501 (774)
Inventories .................................. (2,343) (2,382)
Prepayments and other ........................ (257) (370)
Accounts payable ............................. 3,540 2,434
Accrued expenses and other ................... 1,569 7,060
------- -------
Net cash provided by operating activities 3,589 3,616
------- -------
Cash Flows from Investing Activities:
Additions to property, plant and
equipment ................................. (609) (712)
Other ........................................ (161) 9
------- -------
Net cash used in investing activities .... (770) (703)
------- -------
Cash Flows from Financing Activities:
Net transactions with Essef Corporation ........... - (2,144)
Repayment of long term debt ....................... (2,543) (60)
Proceeds from sale of treasury shares ............. 270 -
------- -------
Net cash used in financing activities ..... (2,273) (2,204)
------- -------
Net increase in cash and cash equivalents ............... 546 709
Cash and Cash Equivalents:
Beginning of period ................................... 533 -
------- -------
End of period ......................................... $ 1,079 $ 709
======= =======
Supplemental Cash Flow Information:
Interest paid ................................ $ 187 $ 1,085
======= =======
Income taxes paid/(refunded) ................. $ 28 $(1,939)
======= =======
See notes to unaudited condensed consolidated financial statements.
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ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
Anthony & Sylvan Pools Corporation and Subsidiary (the
"Company") is among the largest residential in-ground concrete pool
sales and installation businesses in the United States and operates in
one business segment.
On August 10, 1999, a third party (the "Acquiring Party")
acquired Essef Corporation ("Essef") the Company's former parent, in a
merger transaction that included the Company being split-off to Essef's
common shareholders through a taxable distribution of 100% of the
Company's shares as part of the merger consideration. The split-off was
accomplished through the distribution of 0.25 shares of common stock
for every share of Essef common stock held at the time of the
distribution. Immediately prior to the split-off, the Company amended
its articles of incorporation to provide for the issuance of up to
1,000,000 serial preferred shares and 29,000,000 shares of common
stock.
The Company, Essef and Acquiring Party have entered into
various agreements that provide for administrative services, tax
sharing and indemnification (the "Agreements"). Among other things,
these Agreements provided for the Company to pay a dividend of
$17,000,000, subject to certain adjustments, to Essef with the balance
of the inter-company payable being contributed to capital retroactive
to the split-off date. The potential adjustments to the $17,000,000
primarily related to the net tax benefit, as defined in the Agreements,
realized by Essef from the exercise of employee stock options net of
the corporate tax payable from the split-off. Pursuant to the
Agreements, the calculation of adjustments has been completed and the
Company was not required to pay Essef any of the $17,000,000. As such
all of the Company's debt to Essef, which totaled $27,241,000 at the
date of the split-off, was contributed to the Company's capital
increasing shareholders' equity to approximately $34,700,000 at the
date of the split-off.
Company management believes that for the periods presented
herein in which the Company was owned by Essef that the financial
statements reflect all material expenses of the Company as if it was
organized as a stand-alone legal entity including specifically
identifiable costs incurred by Essef on behalf of, and charged to, the
Company.
(2) INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying condensed consolidated balance sheet as of March 31,
2000 and statements of operations and cash flows for the three-month
periods ended March 31, 2000 and 1999 are unaudited. In the opinion of
management, these interim unaudited condensed consolidated financial
statements have been prepared on the same basis as the audited
financial statements for the year ended December 31, 1999 and include
all adjustments, consisting of only normal and recurring adjustments,
necessary for the fair presentation of the interim period. The
disclosures in the notes related to these interim unaudited condensed
consolidated financial statements are also unaudited. The unaudited
condensed consolidated statements of operations for the three-month
period ended March 31, 2000 are not necessarily indicative of the
results to be expected for the full year. Financial Statements should
be read in conjunction with the audited financial statements included
in the Annual Report on Form 10-K.
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(3) EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income by
the weighted average number of common shares outstanding. Diluted
earnings per share is based on the combine weighted average number of
shares outstanding including the assumed exercise or conversion of
options. The treasury stock method is used in computing diluted
earnings per share. For the periods prior to the split-off from Essef
earnings per share is calculated based on the number of shares that
would have been outstanding assuming the split-off had occurred at the
beginning of the period shown. The calculations are as follows (In
thousands except per share data):
THREE-MONTHS ENDED
MARCH 31,
2000 1999
---------- -------
(UNAUDITED) (UNAUDITED)
(As restated
per Note 8)
Numerator:
Net income/(loss) available
to common shareholders $ (2,212) $(2,958)
========== =======
Denominator:
Weighted average common
shares outstanding 2,620 3,357
Dilutive effect of
stock options (a) - -
---------- -------
Denominator for net
Income/(loss) per diluted share 2,620 3,357
========== =======
Earnings per share:
Basic $ (.84) $ (.88)
========== =======
Diluted $ (.84) $ (.88)
========== =======
(a) Due to the net loss reported in both periods, the share base
used in calculating net income/(loss) per diluted share does
not include the effect of common share equivalents, as its
effect would be anti-dilutive.
(4) RELATED PARTY TRANSACTIONS
With the exception of certain capitalized lease obligations,
prior to June 30, 1999 the Company did not have external sources of
borrowings, and as such relied upon Essef as its primary source of
funding. Interest was charged at an average rate of 10.6% for the
three-month period ended March 31, 1999. Total interest charges on the
inter-company account for the three-months ended March 31, 1999 were
$1,085,000. At the date of the split-off the intercompany account was
contributed to capital (see note 1).
(5) DEBT
On August 10, 1999, the Company entered into a $35 million
revolving credit facility ("Credit Facility") with a group of banks.
The Credit Facility, secured by the assets of the Company, matures
August 10, 2002 and may be extended in one-year increments with the
approval of the bank group. The Company's borrowing capacity and
interest rates under the Credit Facility are based on its profitability
and leverage. Interest rates are charged at increments over either
Prime or Libor rates. In addition a 37.5 basis points commitment fee is
payable on the total
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amount of the unused commitment. As of March 31, 2000, the effective
rate on all outstanding borrowings under the Credit Facility was 7.7%
and the available borrowings were $16.2 million. The Company is in
compliance with all of its debt covenants under the Credit Facility.
(6) LITIGATION
Certain claims, suits and complaints arising in the ordinary
course of business have been filed or are pending against the Company.
In the opinion of management, the results of all such matters will not
have a material adverse effect on the Company's financial position,
results of operations or liquidity.
(7) SUBSEQUENT EVENTS
On May 2, 2000, the Board of Directors authorized a 10% stock dividend
to be distributed on or about May 30, 2000 to shareholders of record on
May 16, 2000. The consolidated financial statements have not been
restated to reflect the number of shares outstanding following the
dividend.
(8) RESTATEMENT
Subsequent to the issuance of the Company's unaudited condensed
consolidated financial statements for the three months ended March 31,
2000, the Company determined its Long-Term Incentive Plan, adopted in
the fourth quarter of 1999, should be accounted for as a variable
compensation plan. Previously, the Company was accounting for the plan
as a fixed compensation plan. As a result, the unaudited condensed
consolidated financial statements as of and for the three months ended
March 31, 2000 have been restated from amounts previously reported to
appropriately account for the plan. The operating expenses and income
taxes were adjusted to account for the non-cash deferred compensation
expense related to that plan. A summary of the significant effects of
the restatement is as follows:
(In thousands, except per share data)
(As restated As Previously
Per Note 8) Reported
------------- -------------
For the three months ended March 31, 2000:
Operating expenses $ 9,763 $ 9,650
Net loss $ (2,212) $ (2,104)
Net loss per basic share $ (0.84) $ (0.80)
Net loss per diluted share $ (0.84) $ (0.80)
As of March 31, 2000:
Deferred income taxes $ 3,455 $ 3,450
Common shares no par value $ 27,503 $ 27,390
Retained Earnings $ 5,546 $ 5,654
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INDEPENDENT ACCOUNTANTS' REPORT
To the Shareholders and Board of Directors of
Anthony & Sylvan Pools Corporation and Subsidiary
Mayfield Village, Ohio
We have reviewed the accompanying condensed consolidated balance sheet of
Anthony & Sylvan Pools Corporation and Subsidiary (the "Company") as of March
31, 2000, and the related condensed consolidated statements of operations and
cash flows for the three-month periods ended March 31, 2000 and 1999. These
consolidated financial statements are the responsibility of the Company's
management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and of making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope than an
audit conducted in accordance with auditing standards generally accepted in
the United States of America, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. Accordingly, we
do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to such condensed consolidated financial statements for them
to be in conformity with accounting principles generally accepted in the
United States of America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
the Company as of December 31, 1999, and the related statements of
operations, shareholders' equity, and cash flows for the year then ended (not
presented herein) and in our report dated February 18, 2000, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance
sheet as of December 31, 1999 is fairly stated, in all material respects, in
relation to the balance sheet from which it has been derived.
As discussed in Note 8, the accompanying March 31, 2000 financial statements
have been restated. The financial statements have been restated to account
for a portion of the Long-Term Incentive Plan as a variable compensation
plan.
DELOITTE & TOUCHE LLP
Cleveland, Ohio
April 21, 2000
(March 29, 2001 as to Note 8)
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
As discussed in Note 8 to the condensed consolidated financial statements, the
condensed consolidated financial statements as of and for the three months ended
March 31, 2000 have been restated. As discussed in Note 8, the following
discussion and analysis gives effect to the restatement.
THREE MONTHS ENDED MARCH 31, 2000 COMPARED WITH
THREE MONTHS ENDED MARCH 31, 1999
Net sales of $30.4 million for the three-months ended March 31, 2000 increased
15.0% from $26.4 million for the same period in fiscal 1999. The increase was
attributable to increases in production and increases in average selling prices.
Gross profit increased to $6.5 million in 2000 from $5.7 million in 1999 as a
result of the increase in net sales. Gross profit as a percentage of sales for
the three months decreased slightly from 21.6% of net sales to 21.2%.
Operating expenses consisting of selling and administrative expenses increased
by $0.3 million to $9.8 million in 2000 from $9.5 million in 1999. As a
percentage of sales, operating expenses decreased from 36.0% in 2000 to 32.1% in
the current period. The percentage of sales decrease was primarily attributable
to tighter spending controls implemented in 2000 during the seasonally slow
first quarter of the year.
Interest and other expense decreased $0.9 million from $1.1 million in 1999 to
$0.2 million in the current period. Interest was paid on external borrowings in
2000, while the interest paid in 1999 was paid to the Company's former Parent,
Essef Corporation, through an intercompany borrowing arrangement.
As a result of the above items, adjusted for the impact of federal and state
taxes, the net loss for the three month period decreased from $3.0 million in
1999 to $2.2 million in 2000, and the net loss per diluted share decreased $0.04
per share from $0.88 in 1999 to $0.84 in 2000.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operating activities was $3.6 million in each of the three month
periods ended March 31, 2000 and 1999, while cash used in investing activities
increased $0.1 million to $0.8 million in 2000 compared with $0.7 million in
1999. The excess of cash from operating activities over cash used in investing
activities combined with the proceeds from the sale of treasury shares was used
to reduce external borrowings by $2.5 million in the three months ended March
31, 2000.
On August 10, 1999, a third party acquired the Company's former Parent, Essef
Corporation ("Essef"), in a merger transaction that included the Company being
split-off to Essef's common shareholders as part of the merger consideration. In
accordance with the terms of the merger agreement, subsequent to June 30, 1999
the Company separated its cash management activities from Essef. Therefore, the
Company could no longer be advanced funds from Essef while retaining its
after-tax cash flow after such date. Additionally, the Company was not required
to pay Essef any of the $17,000,000 that might have been due under certain
adjustment mechanisms related to the Company's split-off from Essef. As such,
all of the Company's debt to Essef, which totaled $27,241,000 at the date of the
split-off, was contributed to the Company's capital at the date of the
split-off.
On August 10, 1999, the Company entered into a $35 million revolving credit
facility ("Credit Facility") with a group of banks. The Credit Facility, secured
by the assets of the Company, matures August 10, 2002 and may be extended in
one-year increments with the approval of the bank group. The Company's borrowing
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capacity and interest rates under the Credit Facility are based on its
profitability and leverage. Interest rates are charged at increments over either
Prime or Libor rates. In addition, a 37.5 basis points commitment fee is payable
on the total amount of the unused commitment. As of March 31, 2000, the
effective rate on all outstanding borrowings under the Credit Facility was 7.7%
and the available borrowings were $16.2 million. The Company is in compliance
with all of its debt covenants under the Credit Facility.
The Company believes that existing cash and cash equivalents, internally
generated funds and funds available under its line of credit will be sufficient
to meet its needs.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company is exposed to various market risks, including changes in pricing of
equipment, materials and contract labor, and interest rates. Market risk is the
potential loss arising from adverse changes in market rates and prices, such as
commodity prices and interest rates. The Company does not enter into financial
instruments to manage and reduce the impact of some of these risks. Further, the
Company does not enter into derivatives or other financial instruments for
trading or speculative purposes.
The Company is exposed to cash flow and fair value risk arising out of changes
in interest rates with respect to its long-term debt. Information with respect
to the Company's principal cash flows and it's weighted average interest rates
on long-term debt at March 31, 2000 is included in the Condensed Consolidated
Financial Statements.
The Company's financial results may be materially impacted by fluctuations in
its stock price, as a portion of the Company's Long-Term Incentive Plan is
currently, being treated as a variable versus a fixed stock option award plan.
YEAR 2000 MATTERS
The Company did not experience any significant malfunction or errors in its
operating or business systems when the date changed from 1999 to 2000. Based on
operations since January 1, 2000, the Company does not expect any significant
impact to its ongoing business as a result of the "Year 2000 issue." However it
is possible that the full impact of the date change has not been fully
recognized. In addition, the Company is not aware of any significant Year 2000
or similar problems that have arisen for its suppliers or service providers, and
does not believe it would have difficulty securing alternate sources of supply
in the event that any of its current suppliers or service providers do
experience Year 2000 or similar problems.
The Company's expenditure on Year 2000 readiness efforts was not material. These
efforts included replacing or upgrading outdated, noncompliant hardware and
software as well as identifying and remediating Year 2000 problems.
CYCLICALITY AND SEASONALITY
The Company believes that the in-ground swimming pool industry is strongly
influenced by general economic conditions and tends to experience periods of
decline during economic downturns. Since the majority of the Company's swimming
pool installation purchases are financed, pool sales are particularly sensitive
to interest rate fluctuations and the availability of credit. A sustained period
of high interest rates could result in declining sales, which could have a
material adverse effect on The Company's financial condition and results of
operations.
Historically, approximately 70% of the Company's revenues have been generated in
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the second and third quarters of the year, the peak season for swimming pool
installation and use. Conversely, the Company typically incurs net losses during
the first and fourth quarters of the year. Unseasonably cold weather or
extraordinary amounts of rainfall during the peak sales season can significantly
reduce pool purchases. In addition, unseasonably early or late warming trends
can increase or decrease the length of the swimming pool season, significantly
affecting sales and operating profit.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No change
ITEM 2. CHANGES IN SECURITIES
No change
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS
The annual meeting of shareholders of the Company (the "Annual
Meeting") was held on May 2, 2000. Of the 2,652,539 shares of common
stock outstanding and entitled to vote at the Annual Meeting, 2,551,596
shares were each present in person or by proxy, each entitled to one
vote on each matter to come before the meeting.
The following matter was submitted to a vote of security holders of the
Company at the Annual Meeting, with the results indicated:
Proposal to elect 4 directors to hold office until the Annual Meeting
of Shareholders in 2001 and until their respective successors are duly
elected and qualified:
Votes cast FOR the election of Mr. Blackwell: 2,542,921
Votes WITHHELD: 8,675
Votes cast FOR the election of Ms. Jorgenson: 2,542,921
Votes WITHHELD: 8,675
Votes cast FOR the election of Mr. Neidus: 2,542,921
Votes WITHHELD: 8,675
Votes cast FOR the election of Mr. Waldin: 2,542,788
Votes WITHHELD: 8,808
Shares held by brokers and nominees: 2,099,976
Shares held by brokers and nominees not voted: 25,795
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
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SIGNATURE
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.
Anthony & Sylvan Pools Corporation
(Registrant)
Stuart D. Neidus
------------------------------------------
STUART D. NEIDUS
Chairman and Chief Executive Officer
(Principal Executive Officer)
William J. Evanson
------------------------------------------
WILLIAM J. EVANSON
Executive Vice President
and Chief Financial Officer
(Principal Accounting Officer)
Date: March 29, 2001
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