SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended July 13, 2002
Commission File Number 0-6966
ESCALADE, INCORPORATED
----------------------
(Exact name of registrant as specified in its charter)
Indiana 13-2739290
------- ----------
(State of incorporation) (I.R.S. EIN)
817 Maxwell Avenue, Evansville, Indiana 47717
---------------------------------------------
(Address of principal executive office)
812-467-1200
------------
(Registrant's Telephone Number)
Securities registered pursuant to Section 12(b) of the Act
NONE
Securities registered pursuant to section 12(g) of the Act
Common Stock, No Par Value
--------------------------
(Title of Class)
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.
Yes X No
--- ---
The number of shares of Registrant's common stock (no par value)
outstanding as of July 29, 2002: 6,508,706
INDEX
Page No.
Part I. Financial Information:
Item 1 - Financial Statements:
Consolidated Condensed Balance Sheets (Unaudited)
July 13, 2002, July 14, 2001, and
December 29, 2001 3
Consolidated Condensed Statements of Income (Unaudited)
Three Months and Six Months Ended
July 13, 2002 and July 14,2001
4
Consolidated Condensed Statements of Comprehensive
Income (Unaudited)
Three Months and Six Months Ended
July 13, 2002 and July 14, 2001 4
Consolidated Condensed Statements of Cash Flows (Unaudited)
Six Months Ended July 13, 2002 and July 14, 2001 5
Notes to Consolidated Condensed Financial Statements 6-9
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations: 12
Item 3 - Quantitative and Qualitative Disclosures About
Market Risk 13
Part II. Other Information 13
Item 4 - Submission of matters to a Vote of Securities Holders 13
Item 5 - Other Information 13
Item 6 - Exhibits and Reports on Form 8-K 13
Signatures 14
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ESCALADE, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
(Dollars in Thousands)
July 13, July 14, December 29,
2002 2001 2001
ASSETS ------------------------------------------
Current assets:
Cash and cash equivalents $ 1,002 $ 377 $ 920
Receivables, less allowances of
$596, $770 and $514 22,436 18,148 27,268
Inventories 27,456 22,952 17,293
Prepaid expense 583 223 164
Deferred income tax benefit 902 824 902
-------- -------- --------
TOTAL CURRENT ASSETS 52,379 42,524 46,547
Property, plant, and equipment 35,208 34,270 33,985
Accum. depr. and amortization (25,191) (25,139) (23,779)
-------- -------- --------
10,017 9,131 10,206
Goodwill 13,351 10,369 12,761
Other assets 12,323 6,157 6,597
-------- -------- --------
$ 88,070 $ 68,181 $ 76,111
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable - bank $ 8,565 $ 7,337 $ 9,770
Current portion of long-term debt 3,317 2,567 167
Trade accounts payable 6,976 5,514 2,606
Accrued liabilities 10,886 9,682 18,748
Federal income tax payable 1,467 612 1,682
-------- -------- --------
TOTAL CURRENT LIABILITIES 31,211 25,712 32,973
Other Liabilities:
Long-term debt 18,200 15,667 7,467
Deferred compensation 1,316 1,251 1,275
-------- -------- --------
19,516 16,918 8,742
Stockholders' equity:
Preferred stock:
Authorized 1,000,000 shares;
no par value, none issued
Common stock:
Authorized 10,000,000 shares;
no par value,Issued and
outstanding - 6,508,706,
2,139,694, and 6,424,092 at
7-13-02, 7-14-01, and 12-29-01 6,509 2,140 6,424
Retained earnings 30,787 23,180 27,847
Accumulated other comprehensive
income 47 231 125
-------- -------- --------
37,343 25,551 34,396
-------- -------- --------
$ 88,070 $ 68,181 $ 76,111
======== ======== ========
See notes to Consolidated Condensed Financial Statements.
ESCALADE, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
(Dollars in Thousands, except per share amounts)
<Table>
<Caption>
Three Months Ended Six Months Ended
July 13, July 14, July 13, July 14,
2002 2001 2002 2001
----------------------------------------------------
Net sales $ 32,202 $ 27,759 $ 49,707 $ 46,255
Costs, expenses and other income:
Cost of products sold 21,579 18,799 33,913 31,509
Selling, administrative and
general expenses 6,635 5,646 11,617 9,706
Interest 246 406 367 723
Amortization of goodwill -- 303 -- 530
Other (income) expense (326) 50 (151) 217
-------- -------- -------- --------
28,134 25,204 45,746 42,685
INCOME BEFORE INCOME TAXES 4,068 2,555 3,961 3,570
Provision for income taxes 1,465 977 1,426 1,358
-------- -------- -------- --------
NET INCOME $ 2,603 $ 1,578 $ 2,535 $ 2,212
======== ======== ======== ========
Per share data:
Basic earnings per share $ .40 $ .24 $ .39 $ .34
Diluted earnings per share $ .40 $ .24 $ .39 $ .34
</Table>
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
<Table>
NET INCOME $ 2,603 $ 1,578 $ 2,535 $ 2,212
UNREALIZED GAIN (LOSS) ON
SECURITIES, NET OF TAX (161) 59 (78) 34
-------- -------- -------- --------
COMPREHENSIVE INCOME $ 2,442 $ 1,637 $ 2,457 $ 2,246
======== ======== ======== ========
</Table>
See notes to Consolidated Condensed Financial Statements.
ESCALADE, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in Thousands)
Six Months Ended
July 13,2002 July 14,2001
Operating Activities: ----------------------------
Net Income $ 2,535 $ 2,212
Depreciation and amortization 2,111 1,936
Adjustments necessary to reconcile
net income to net cash
used by operating activities (8,095) (664)
-------- --------
Net cash provided (used) by operating
activities (3,449) 3,484
-------- --------
Investing Activities:
Purchase of property and equipment (1,079) (1,237)
Purchase of certain assets of
Murrey and Sons (2,489) --
Purchase of certain assets of
Steve Mizerak, Inc. (1,229) --
Purchase of all assets relating to
The Step(R)product line (4,840) --
Purchase of certain assets of Accudart -- (1,966)
-------- --------
Net cash used by investing activities (9,637) (3,203)
-------- --------
Financing Activities:
Net decrease in notes payable- bank (1,205) (5,930)
Net increase in long-term debt 13,883 5,534
Proceeds from exercise of stock options 490 150
Purchase of common stock -- (805)
-------- --------
Net cash provided (used) by financing
activities 13,168 (1,051)
-------- --------
Increase (decrease) in cash and cash
equivalents 82 (770)
Cash and cash equivalents, beginning of period 920 1,147
-------- --------
Cash and cash equivalents, end of period $ 1,002 $ 377
======== ========
See notes to Consolidated Condensed Financial Statements.
ESCALADE, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note A - Basis of Presentation
- ------------------------------
The significant accounting policies followed by the Company and its
wholly owned subsidiaries for interim financial reporting are consistent with
the accounting policies followed for annual financial reporting. All adjustments
which are of a normal recurring nature and are in the opinion of management
necessary for a fair statement of the results for the periods reported have been
included in the accompanying consolidated condensed financial statements. The
condensed consolidated balance sheet of the Company as of December 29, 2001 has
been derived from the audited consolidated balance sheet of the Company as of
that date. Certain information and note disclosures normally included in the
Company's annual financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted. These condensed consolidated financial statements should
be read in conjunction with the consolidated financial statements and notes
thereto included in the Company's Form 10-K annual report for 2001 filed with
the Securities and Exchange Commission.
Note B - Seasonal Aspects
- -------------------------
The results of operations for the six month periods ended July 13, 2002
and July 14, 2001 are not necessarily indicative of the results to be expected
for the full year.
Note C - Inventories (Dollars in Thousands)
- -------------------------------------------
7-13-02 7-14-01 12-29-01
------- ------- --------
Raw Materials $ 9,417 $ 6,723 $ 4,469
Work In Process 5,702 4,675 4,110
Finished Goods 12,337 11,554 8,714
------- ------- -------
$27,456 $22,952 $17,293
======= ======= =======
Note D - Income Taxes
- ---------------------
The provision for income taxes was computed based on financial
statement income.
ESCALADE, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note E - Earnings Per Share
- -----------------------------
Earnings per share (EPS) were computed as follows:
Three Months Ended
July 13, 2002
------------------------------------------------------
Weighted
Average Per Share
Income Shares Amount
-------- --------- ----------
Net Income $2,603
-------
Basic Earnings per Share
Income available to common
stockholders 2,603 6,495 $.40
=======
Effect of Dilutive Securities
Stock options 83
------- -------
Diluted Earnings Per Share
Income available to common
stockholders and assumed
conversions $ 2,603 6,578 $.40
======= ======= =======
</Table>
Three Months Ended
July 14, 2001
------------------------------------------------------
Weighted
Average Per Share
Income Shares Amount
-------- --------- ----------
Net Income $ 1,578
-------
Basic Earnings per Share
Income available to common
stockholders 1,578 6,447 $.24
=======
Effect of Dilutive Securities
Stock options 48
------- -------
Diluted Earnings Per Share
Income available to common
stockholders and assumed
conversions $ 1,578 6,495 $.24
======= ======= =======
ESCALADE, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note E - Earnings Per Share
- -----------------------------
Earnings per share (EPS) were computed as follows:
Six Months Ended
July 13, 2002
-----------------------------------------------------
Weighted
Average Per Share
Income Shares Amount
------- --------- ----------
Net Income $ 2,535
-------
Basic Earnings per Share
Income available to common
stockholders 2,535 6,467 $ .39
=======
Effect of Dilutive Securities
Stock options 83
------- --------
Diluted Earnings Per Share
Income available to common
stockholders and assumed
conversions $ 2,535 6,550 $ .39
======= ======== =======
Six Months Ended
July 14, 2001
------------------------------------------------------
Weighted
Average Per Share
Income Shares Amount
------- --------- ----------
Net Income $ 2,212
-------
Basic Earnings per Share
Income available to common
stockholders 2,212 6,468 $.34
=======
Effect of Dilutive Securities
Stock options 51
------- -------
Diluted Earnings Per Share
Income available to common
stockholders and assumed
conversions $ 2,212 6,519 $.34
======= ======= =======
ESCALADE, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note F - Segment Information
- -----------------------------
As of and for the Six Months Ended
July 13, 2002
-----------------------------------------------
Office and
Sporting Graphic
Goods Arts Corporate Total
-------- ---------- --------- -------
Revenues from external customers $33,941 $15,766 $ -- $49,707
Net Income 1,023 1,795 (283) 2,535
Assets $60,267 $21,497 $ 6,306 $88,070
As of and for the Six Months Ended
July 14, 2001
-----------------------------------------------
Office and
Sporting Graphic
Goods Arts Corporate Total
-------- ---------- --------- -------
Revenues from external customers $29,422 $16,833 $ -- $46,255
Net Income 562 1,731 (81) 2,212
Assets $41,944 $21,674 $ 4,563 $68,181
ESCALADE, INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
SECOND QUARTER COMPARISON 2002 vs. 2001
The second quarter was a good quarter with net sales increasing
$4,443,000 from $27,759,000 to $32,202,000 or 16.0%. Net income increased
$1,025,000 from $1,578,000 to $2,603,000 or 65.0%. Earnings per share increased
66.7% from 24(cent) per share to 40(cent) per share. During the quarter,
Escalade Sports acquired certain assets of Murrey and Sons. The assets acquired
were related to the manufacture and distribution of Murrey's premium indoor and
outdoor billiard and soccer tables. Martin Yale is continuing to evaluate the
opportunity to exclusively market a unique patented line of photo frame/desktop
accessories with a pop out front matte and high quality finish. During the
second quarter, $232,000 was expensed on this project. If the evaluation
continues until year- end, the project may require up to $1,000,000 of total
expenses, at which time a final decision will have been made. Also in the second
quarter, Martin Yale completed the sale of one of the buildings in Los Angeles,
which resulted in a pre-tax gain of $423,000.
Escalade Sports had an increase in net sales of $4,647,000 from
$18,688,000 to $23,335,000 or 24.9%. This increase in net sales is due to
increased volume in the table tennis, game room and fitness product lines.
Escalade Sports will continue to work on integrating recent acquisitions into
its operations and concentrate on improving product margins by cost reduction.
Martin Yale had a decrease in net sales of $204,000 from $9,071,000 to
$8,867,000 or 2.2%. The incoming order rate continues to be slow which the
Company believes is the result of the overall slowdown in the US economy. Martin
Yale completed the relocation of West Coast distribution to Mexico in the second
quarter.
Cost of sales as a percentage of net sales was 67.0% in the second
quarter of 2002 as compared to 67.7% in the second quarter of 2001. This
decrease is due to lower factory expense in sporting goods as a percentage of
net sales.
Selling, general, and administrative expenses were $6,635,000 in the
second quarter of 2002 or 20.6% of net sales as compared to $5,646,000 or 20.3%
in the second quarter of 2001. This increase as a percentage of net sales was up
slightly due to the costs associated with Martin Yale's evaluation of the new
photo frame/desktop accessories product line.
Interest expense in 2002 was $246,000 as compared to $406,000 in 2001,
a decrease of 39.4%. This decrease was due mainly to lower interest rates.
Other income for the quarter was $326,000 as compared to other expense
last year of $50,000. This difference is due to the gain on sale of one of the
buildings in Los Angeles.
FIRST HALF COMPARISON 2002 VS. 2001
First half net sales were up $3,452,000 from $46,255,000 to
$49,707,000 or 7.5%. First half net income was up $323,000 from $2,212,000 to
$2,535,000 or 14.6%. Earnings per share increased 14.7% from 34(cent) to
$39(cent). Martin Yale expects to sell its other building in Los Angeles in the
third quarter. That sale should also have a gain similar to the one sold in the
second quarter. Escalade Sports is still expecting a strong second half.
Escalade Sports net sales increased $4,519,000 from $29,422,000 to
$33,941,000 or 15.4%. The net sales increase is mainly in table tennis (36%) and
fitness (64%). The fitness product line was just acquired in September 2001.
ESCALADE, INCORPORATED AND SUBSIDIARIES
RESULTS OF OPERATIONS CONTINUED
Martin Yale net sales decreased $1,067,000 from $16,833,000 to
$15,766,000 or 6.3%. The company believes that the overall slowdown in the US
economy continues to adversely impact incoming orders for Martin Yale product.
Martin Yale is continuing to explore acquisition possibilities.
Cost of sales as a percentage of net sales was 68.2% in the first half
of 2002 as compared to 68.1% in the first half of 2001. This percentage is
similar in both years.
Selling, general, and administrative expenses were $11,617,000 in the
first half of 2002 or 23.4% of net sales as compared to $9,706,000 or 21.0% in
the first half of 2001. Selling general and administrative expenses are up as a
percentage of net sales due to increased compensation expenses, higher marketing
development and catalog costs, and the expenses related to the project regarding
a potential new Martin Yale product line.
Interest expense was $367,000 in the first half of 2002 as compared to
$723,000 in the first half of 2001, a decrease of $356,000 or 49.2%. This
decrease was mainly due to lower interest rates.
Other income for the first half was $151,000 this year as compared to
other expense last year of $217,000. This difference is due mainly to the gain
on sale of one of the Los Angeles buildings.
LIQUIDITY AND CAPITAL RESOURCES
The Company's net cash used by operating activities was $3,449,000 in
the first half of 2002 as compared to net cash provided of $3,484,000 in the
first half of 2001. Most of the cash used by operating activities was for the
build up of inventory. Inventories at the end of the first half of 2002 were
$27,456,000 as compared to $22,952,000 at the end of the first half of 2001, an
increase of $4,504,000. The Company's net cash used for investing activities was
$9,637,000 in the first half of 2002 as compared to $3,203,000 in the first half
of 2001. The cash used in the first half of 2002 included $8,558,000 for
acquisitions. The Company's net cash provided by financing activities was
$13,168,000 in the first half of 2002 as compared to net cash used of $1,051,000
in the first half of 2001. The net cash provided was primarily from long term
debt to finance acquisitions.
The Company's short term working capital requirements are funded by
cash flow and a revolving line of credit used to finance the purchase of trade
receivables by the Company's Swiss subsidiary from the Company's manufacturing
subsidiaries. The Company utilizes a Borrowing Base formula which defines and
identifies eligible accounts receivables in order to calculate the maximum
amount that could be borrowed under this revolving line of credit. At the end of
the second quarter, the maximum amount that could be drawn under this line of
credit was $16,397,086 of which $8,564,868 was used.
This short term revolving line of credit has been extended until July
15, 2003 with various levels of credit available. The line of credit is
$20,000,000 from June through August, $30,000,000 from September through
December, $20,000,000 in January, and $10,000,000 from February through May.
The Company's long term financing requirements are currently funded by
a $25,000,000 revolving term loan which expires March 31, 2005. Under the terms
of the credit agreement the maximum borrowing available to the Company under
this revolving term loan is reduced by $5,000,000 on March 31 of each year until
the line expires. As of the end of the quarter, the maximum amount available was
$20,000,000 of which $18,150,000 was used. The Company uses this revolving term
loan from time to time to finance acquisitions, stock buy backs and other
material obligations that may arise. The Company believes that future long term
funding for acquisitions, stock buy backs or other material obligations deemed
appropriate by the Company's Board of Directors is available from similar credit
vehicles and/or other financial institutions.
ESCALADE, INCORPORATED AND SUBSIDIARIES
RESULTS OF OPERATIONS CONTINUED
During the second quarter, on May 28, 2002, the Company acquired
certain assets of Murrey and Sons relating to the manufacture and distribution
of premium indoor and outdoor billiard and soccer tables. The total cost of the
acquisition was $2,489,017. The assets consisted mainly of inventory and
production equipment. There was no goodwill booked for the purchase.
ACCOUNTING STANDARDS
In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 141, Business
Combinations, which requires that the purchase method of accounting be used for
all business combinations completed after June 30, 2001. SFAS No. 141 specifies
that certain acquired intangible assets in a business combination be recognized
as assets separately from goodwill. Additionally, it requires the Company to
evaluate its existing intangible assets and goodwill and to make any necessary
reclassifications in order to conform with the new separation requirements at
the date of adoption. Goodwill and intangible assets determined to have
indefinite useful lives that are acquired in a business combination completed
after June 30, 2001 will not be amortized. Goodwill and intangible assets
acquired in business combinations completed before July 1, 2001 continue to be
amortized until December 29, 2001. With the exception of the immediate
requirement to use the purchase method of accounting for all future business
combinations completed after June 30, 2001, the Company was required to adopt
the provision of SFAS No. 141 on December 30, 2001, which it did.
In July 2001, the FASB issued SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 142 required that goodwill no longer be amortized
but instead be tested for impairment at least annually, and that intangible
assets other than goodwill should be amortized over their useful lives. The
Company was required to adopt the provisions on December 30, 2001. Upon
adoption, the Company was required to reassess the useful lives and residual
values of all intangible assets and make any necessary amortization period
adjustments by March 31, 2002. There were no such adjustments required or made
upon the adoption of SFAS No. 142.
The goodwill amortization in 2001 was $862,045 and under the new
Accounting Standards will be zero in 2002 and thereafter, unless there is
impairment. We will have additional amortization for intangibles in 2002
resulting from The Step(R) acquisition. The Step(R) patent/license is being
amortized over the remaining life of nine years. That will add about $535,000
additional amortization for intangibles in 2002 and yearly thereafter until
fully amortized.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements relating to present or
future trends or factors that are subject to risks and uncertainties. These
risks, include, but are not limited to, the impact of competitive products and
pricing, product demand and market acceptance, Escalade's ability to
successfully integrate the operations of acquired assets and businesses, new
product development, the continuation and development of key customer and
supplier relationships, Escalade's ability to control costs, general economic
conditions, fluctuations in operating results, changes in the securities markets
and other risks detailed from time to time in Escalade's filings with the
Securities and Exchange Commission. Escalade's future financial performance
could differ materially from the expectations of management contained herein.
Escalade undertakes no obligation to update these forward-looking statements
after the date of this report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
PART II. OTHER INFORMATION
Item 1, 2, and 3. Not Required.
Item 4. Submission of Matters to a Vote of Securities Holders.
The annual meeting of the Registrant was held at the offices of the
Company in Evansville, Indiana on April 27, 2002. Proxy materials had been
circulated on March 15, 2002, proposing the election of six members to the Board
of Directors for a one year term, and the appointment of BKD LLP to serve as
independent auditors of the Company for the year 2002.
The stockholders approved the election of Directors by the following
vote:
For Withheld
Yale A. Blanc 1,976,656 194
Robert E. Griffin 1,964,505 12,345
Blaine E. Matthews, Jr. 1,976,756 94
C. W. "Bill" Reed 1,964,505 12,345
A. Graves Williams, Jr. 1,976,756 94
Keith P. Williams 1,976,756 94
The stockholders approved the appointment of BKD LLP to serve as
independent auditors of the Company for the year 2002 with the following vote:
1,969,006 shares for, 100 shares against, and 7,744 shares abstained.
Item 5. Not Required
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Number Description
3.1 Articles of Incorporation of Escalade, Incorporated (1)
3.2 By-Laws of Escalade, Incorporated (1)
10.1 Third Amendment to Credit Agreement dated as of May 15, 2000
by and between Indian-Martin AG and Bank One, Indiana,
National Association. Effective date of the Amendment was July
3,2002.
99.1 Chief Executive Officer Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Chief Financial Officer Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(1) Incorporated by reference from the Company's Form S-2
Registration Statement, File No. 33-16279, as declared
effective by the Securities and Exchange Commission on
September 2, 1987
(b) Reports on Form 8-K
None.
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.
ESCALADE, INCORPORATED
Date: August 2,2002 C. W. (Bill) Reed
-------------- ----------------------------
C. W. (Bill) Reed
President and Chief Executive Officer
Date: August 2, 2002 John R. Wilson
-------------- ----------------------------
John R. Wilson
Vice President and
Chief Financial Officer