1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
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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 0-17575
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CHEMPOWER, INC.
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(Exact name of registrant as specified in its charter)
OHIO 34-1481970
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
807 EAST TURKEYFOOT LAKE ROAD, AKRON, OHIO 44319
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (330) 896-4202
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NOT APPLICABLE
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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 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 practicable date:
Class Outstanding August 1, 1996
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Common Stock, $.10 Par Value 7,565,113 shares
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CHEMPOWER, INC.
INDEX
PART I. FINANCIAL INFORMATION Page Number
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Item 1. Financial Statements
Condensed balance sheets--June 30, 1996
and December 31, 1995......................... 3
Condensed statements of income--Three and six
months ended June 30, 1996 and 1995. 4
Condensed statements of cash flows--Six
months ended June 30, 1996 and 1995...... 5
Notes to condensed financial statements--
June 30, 1996............................ 6-7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
operations.................................... 8-9
PART II. OTHER INFORMATION
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Item 4. Submission of Matters to a Vote of Security
Holders 10
Item 6. Exhibits and Reports on Form 8-K.............. 10
SIGNATURES................................................ 11
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PART I. FINANCIAL INFORMATION
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CHEMPOWER, INC.
CONDENSED BALANCE SHEETS
June 30 December 31
1996 1995
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(Unaudited)
ASSETS (Dollars in thousands)
CURRENT ASSETS
Cash and cash equivalents $ 12,351 $ 11,603
Marketable securities 4,241 1,084
Trade receivables, less allowances 14,075 22,022
Contracts in progress 4,022 4,608
Inventories 4,096 4,058
Other current assets 2,003 385
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TOTAL CURRENT ASSETS 40,788 43,760
PROPERTY, PLANT &.EQUIPMENT, at cost 13,058 13,638
Less: accumulated depreciation 6,469 6,773
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NET PROPERTY, PLANT & EQUIPMENT 6,589 6,865
INTANGIBLE ASSETS 616 623
OTHER ASSETS 3,281 3,322
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$ 51,274 $ 54,570
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Trade payables $ 3,954 $ 4,688
Contracts in progress 695 1,465
Payroll related accruals 6,223 7,740
Other current liabilities 2,017 2,726
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TOTAL CURRENT LIABILITIES 12,889 16,619
DEFERRED CREDIT, EXCESS OF ACQUIRED INTEREST OVER COST 751 986
SHAREHOLDERS' EQUITY
Common stock--par value $.IO per share:
Authorized--15,000,000 shares
Issued--7,756,121 shares at June 30
and December 31 776 776
Additional paid-in capital 20,334 20,334
Unrealized gains (losses) on marketable securities 85 --
Retained earnings 17,049 16,465
Treasury stock, at cost, 191,008 shares
at June 30 and December 31 (610) (610)
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TOTAL SHAREHOLDERS' EQUITY 37,634 36,965
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$ 51,274 $ 54,570
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<FN>
See Notes To Condensed Financial Statements
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CHEMPOWER, INC.
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended Six Months Ended
June 30 June 30
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1996 1995 1996 1995
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(Dollars in thousands, except share data)
Revenues......................... $ 16,488 $ 20,227 $ 33,478 $ 39,266
Cost of revenues................. 13,571 15,952 28,306 32,640
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Gross profit................ 2,917 4,275 5,172 6,626
Selling, general and adminis-
trative expenses............... 2,556 2,674 4,742 4,758
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Operating income............ 361 1,601 430 1,868
Financial income................. 178 118 306 254
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Income before taxes......... 539 1,719 736 2,122
Income taxes..................... 153 685 152 826
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Net income.................. $ 386 $ 1,034 $ 584 $ 1,296
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Net income per Common Share...... $ .05 $ .14 $ .08 $ .18
========== ========== ========== ==========
Weighted average number
of shares outstanding.......... 7,686,920 7,314,021 7,665,036 7,346,458
========== ========== ========== ==========
<FN>
See Notes to Condensed Financial Statements
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CHEMPOWER, INC.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended
June 30
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1996 1995
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(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES............................ $ 3,999 $ 5,727
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CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property, plant and equipment....... 455 9
Purchase of property, plant and equipment ................ (732) (970)
Purchase of marketable securities......................... (3,527) --
Sale of marketable securities............................. 553 --
Acquisition of businessess, net of working
capital acquired....................................... -- (4,543)
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Net cash used for investing activities.............. (3,251) (5,504)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock.................... -- 12
Purchase of treasury stock................................ -- (200)
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Net cash used for financing activities............. -- (188)
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Net increase in cash and cash equivalents.......... 748 35
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ............... 11,603 11,864
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CASH AND CASH EQUIVALENTS AT END OF PERIOD ..................... $ 12,351 $ 11,899
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SUPPLEMENTAL CASH FLOW DISCLOSURE
Income taxes paid (net of refunds)........................ $ 888 $ 250
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<FN>
See Notes To Condensed Financial Statements
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CHEMPOWER, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 1996
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of
management, the financial statements reflect all adjustments
(consisting of normal recurring accruals) considered necessary
for a fair presentation. Operating results for the six month
period ended June 30, 1996 are not necessarily indicative of
the results that may be expected for the entire year of 1996.
For further information, refer to the financial statements and
footnotes thereto included in the Company's Annual Report and
Form 10-K as of December 31, 1995.
NOTE B--ACQUISITION
On May 3, 1995, the Company through its wholly-owned subsidiaries,
Southwick Corp. and Brookfield Corp., purchased all of the issued and
outstanding partnership units of Controlled Power Limited Partnership
("CPC").
Pro forma consolidated information assuming ownership of CPC as of
January 1, 1995 is as follows:
Six Months Ended Three Months Ended
June 30 June 30
1996 1995 1996 1995
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(Dollars in thousands, except per share data)
Revenues................. $33,478 $47,198 $16,488 $21,763
Net Income (Loss)........ 584 (16) 386 660
Net Income (Loss)
per Common Share...... $ .08 $ (.00) $ .05 $ .09
The pro forma information does not purport to be indicative of results
which would actually have been obtained if the combination had been in
effect for the periods indicated or which may be obtained in the
future.
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CHEMPOWER, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
March 31, 1996
NOTE C--CONTRACTS IN PROGRESS
Comparative information for fixed-price contracts in progress
at June 30, 1996 and December 31, 1995 is as follows:
June 30 December 31
1996 1995
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(Dollars in thousands)
Costs incurred on
uncompleted contracts.................. $ 66,027 $ 68,335
Estimated earnings....................... 4,995 5,906
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$ 71,022 74,241
Less billings to date 67,695 71,098
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$ 3,327 $ 3,143
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Included in the accompanying
balance sheets under contracts
in progress:
Costs and estimated earnings in
excess of related billings on
uncompleted contracts.................. $ 4,022 $ 4,608
Billings in excess of related
costs and estimated earnings
on uncompleted contracts and
provision for estimated losses
on contracts........................... (695) (1,465)
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$ 3,327 $ 3,143
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June 30, 1996 amounts include the operations of CPC. Costs incurred on
uncompleted contracts, estimated earnings, and billings to date for CPC at
June 30, 1996 were $64,762,000, $4,716,000 and $66,289,000, respectively.
NOTE D--CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an
original maturity of 90 days or less when purchased to be cash
equivalents. Cash equivalents consist primarily of money
market funds.
NOTE E--MARKETABLE SECURITIES
The Company has designated its investments in marketable securities as
available-for-sale. Those securities are reported at fair value, with net
unrealized gains and losses included in equity, net of applicable taxes.
Unrealized losses that are other than temporary are recognized in earnings.
The following is a summary of marketable securities held at June 30, 1996
(Dollars in thousands):
Unrealized Unrealized
Cost Gains Losses Fair Value
------- ---------- ---------- ----------
$4,099 $236 $94 $4,241
Realized gains and losses on sales of marketable securities for the quarter
totaled $61,000 and $0 respectively.
NOTE F--NET INCOME PER COMMON SHARE
The net income per common share amounts have been computed by
dividing net income by the weighted average number of shares
(common and common equivalent) outstanding. For purposes of
this computation, stock options are common equivalent shares.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The discussion of Results of Operations are grouped as follows:
CONSOLIDATED --- Represents consolidated data of Chempower, Inc. and
subsidiaries.
CONSTRUCTION SERVICES --- This category consists of Chempower, Inc.,
Global Power Company and its Global Erectors division, excluding
Manufacturing Services.
MANUFACTURING SERVICES --- This category consists of CPC and the
Company's three divisions: Houston Products, Owens Precision
Fabricators and Advanced Coil Industries.
RESULTS OF OPERATIONS
CURRENT THREE MONTHS COMPARED TO THE SAME PERIOD LAST YEAR.
Consolidated
Revenues for the thirteen week period ended June 30, 1996 were
$16,488,000 a decrease of 18.5% from $20,227,000 in 1995. This decrease was
attributable to the decline in the number of projects available in the
Construction Services marketplace.
Selling, general and administrative expenses decreased 4.4% to
$2,556,000 for the second quarter of 1996 as compared to $2,674,000 during the
same period of 1995. This decrease was due to the cost containment efforts in
the Construction Services segment.
Operating income decreased in 1996 to $361,000 from $1,601,000 in
1995. This decrease was due to lower Construction Services revenues.
Interest income increased to $178,000 in 1996 from $118,000 in 1995 due
to higher rates of return.
Net income for the second quarter of 1996 was $386,000 or $.05 per share
compared to $1,034,000 or $.14 per share in the same period of 1995. Net income
as a percent of revenues decreased to 2.3% in 1996 as compared to 5.1% in 1995.
Construction Services
Construction Services revenues were $8,146,000 for the second quarter
as compared to $12,734,000 for the same period 1995. This decrease was
attributable to the decline in the number of projects available in the
marketplace. Construction Services revenues represented 49.4% of total
revenues in 1996 as compared to 63.0% of total revenues in 1995.
Cost of Construction Services revenues represented 85.6% of Construction
Services revenues in 1996 versus 82.8% in 1995.
Operating income in Construction Services decreased from $1,281,000
during the second quarter of 1995 to $167,000 for the same period in 1996. This
decrease is due to the loss of Construction Services revenues and lower gross
margins on the work performed during the second quarter.
Manufacturing Services
Manufacturing Services revenues increased 11.3% during the second
quarter of 1996 to $8,342,000 as compared to $7,493,000 from the same period of
1995. This increase was primarily the result of the inclusion of operations
from CPC.
Cost of Manufacturing Services revenues represented 79.1% of
Manufacturing Services revenues versus 72.1% in 1995. This increase was due to
the inclusion of CPC operations during the year. A majority of the products
manufactured by CPC (i.e. electrical metal-clad switchgear and power
distribution systems) offer a lower rate of margin as compared to other
products manufactured in this segment. In addition, increased competition in
the marketplace resulted in lower sales pricing by the Houston Products
division.
Operating income decreased to $798,000 in 1996 from $1,430,000 in 1995
due to the lower rates of margin as a result of the competitive and economic
factors discussed above.
CURRENT SIX MONTHS COMPARED TO THE SAME PERIOD LAST YEAR.
Consolidated
Revenues for the twenty-six week period ended June 30, 1996 were
$33,478,000 a decrease of 14.7% from $39,266,000 in 1995. This decrease was
attributable to the decline in the number of projects available in the
Construction Services marketplace.
Selling, general and administrative expenses remained constant at
$4,742,000 for the first six months of 1996 as compared to $4,758,000 during
the same period of 1995.
Operating income decreased in 1996 to $430,000 compared to $1,868,000
in 1995. This decrease was due to lower Construction Services revenues and
lower margins on Manufacturing Services revenues.
Interest income increased to $306,000 in 1996 from $254,000 in 1995.
This increase was mainly due to higher rates of return and greater amount of
capital.
Net income for the first six months of 1996 was $584,000 or $.08 per
share compared to $1,296,000 or $.18 per share in the same period of 1995. Net
income as a percent of revenues decreased to 1.7% in 1996 as compared to 3.3%
in 1995.
Construction Services
Construction Services revenues were $18,455,000 for the first six
months as compared to $28,474,000 for the same period in 1995. This decrease
was attributable to the decline in the number of projects available in the
marketplace. Construction Services revenues represented 55.1% of total revenues
in 1996 as compared to 72.5% of total revenues in 1995.
Cost of Construction Services revenues represented 88.4% of Construction
Services revenues in 1996 versus 88.1% in 1995.
Operating income in Construction Services decreased from $1,467,000
during the first six months of 1995 to $137,000 in 1996. This decrease is due
to the loss of Construction Services revenues and lower gross margins on the
work performed during the first six months.
Manufacturing Services
Manufacturing Services revenues increased 39.2% for the first six
months of 1996 to $15,023,000 as compared to $10,792,000 from the same period
of 1995. Manufacturing Services revenues represented 44.9% of total revenues in
1996 as compared to 27.5% of total revenues in 1995. This increase was
primarily the result of the inclusion of operations from CPC.
Cost of Manufacturing Services revenues represented 79.8% of
Manufacturing Services revenues versus 69.9% in 1995. This increase was due to
the inclusion of CPC operations during the year. A majority of the products
manufactured by CPC (i.e. electrical metal-clad switchgear and power
distribution systems) offer a lower rate of margin as compared to other
products manufactured in this segment. In addition, increased competition in
the marketplace resulted in lower sales pricing by the Houston Products
division.
Operating income decreased to $1,501,000 in 1996 from $2,165,000 in
1995 due to the lower rates of margin as a result of the competitive and
economic factors discussed above.
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MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)
Liquidity and Capital Resources:
Working capital (current assets less current liabilities) at June 30,
1996 increased to $27,899,000 from $27,141,000 at December 31, 1995. The ratio
of current assets to current liabilities was 3.2 at the end of the second
quarter of 1996 compared to 2.6 at the end of 1995. The Company currently has a
$10,00,000 line of credit with FirstMerit First National Bank of Ohio. As of
June 30, 1996, there was no borrowing against credit facilities available to
the Company.
The Company's current cash, funds available under its credit facility
and future cash flow from operations, should be sufficient to meet capital
requirements and short-term work capital needs.
Events, Transactions, and Trends:
The Company is experiencing a slow-down in Construction Services. This is
primarily the result of the electric utilities delaying maintenance outages as
the result of the impending deregulation in the electric power industry. The
limited number of projects availble in the marketplace has caused strong
competition for lower profit margin work. The Company expects this slow-down to
continue through 1996 and could have an adverse impact on Construction Services.
The Company continues to experience increased workers' compensation costs in a
number of the states in which the Company operates its Construction Services.
The Company closely monitors these costs and adjusts its pricing accordingly.
However, an inability to pass these increases on could have an adverse affect
on the Company's Construction Services.
The Company continues to look for opportunities to expand Manufacturing
Services through the acquisition of additional businesses and through internal
growth.
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PART II. OTHER INFORMATION
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Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At its Annual Meeting of Stockholders on May 2, 1996, the
stockholders voted on the following matters:
1. Approved an amendment to the Chempower, Inc. 1991
Incentive/Non-Qualified Stock Option plan to increase
the number of shares reserved for issuance.
Holders of 4,685,551 shares voted for the amendment,
1,097,373 voted against the amendment, 4,800 shares
abstained from voting, and there were 597,933 broker
non-votes.
2. Elected the following directors to serve until the next
annual meeting and until their successors are elected
and qualify:
Nominee In Favor Withheld
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T. J. Kukk 6,150,811 234,846
E. M. Rochester 6,150,811 234,846
E. G. Kemp 6,145,811 239,846
N. E. Jackson 6,150,811 234,846
R. E. Rohr 6,150,811 234,846
3. Approved the appointment of McGladrey & Pullen, LLP as
independent auditors for the year ending December
31, 1996.
Holders of 6,379,157 shares voted for the appointment,
5,000 voted against the appointment, and 1,500 shares
abstained from voting.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
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10.1 1991 Incentive/Non-Qualified Stock Option
Plan as Amended and Restated (incorporated
by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996)
10.2 Renewal of Business Loan Agreement and
Promissory Note, dated May 10, 1996 relating
to the Company's Line of Credit Facility
with FirstMerit First National Bank of Ohio.
27.1 Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during
the three months ended June 30, 1996.
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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.
CHEMPOWER, INC.
(Registrant)
Date August 12, 1996 /s/ Robert E. Rohr
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Robert E. Rohr
Vice President of Finance and
Treasurer
(on behalf of the Registrant and
as Principal Financial officer)
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EXHIBIT INDEX
Pagination By
Sequential
Exhibit Exhibit Numbering
Number Description System
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10.1 1991 Incentive/Non-Qualified Stock Option Plan as Amended and
Restated (incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996).
10.2 Renewal of Business Loan Agreement and Promissory Note, dated
May 10, 1996 relating to the Company's Line of Credit
facility with FirstMerit First National Bank of Ohio.
27.1 Financial Data Schedule