UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended: December 31, 2001
Commission File No.: 0-6421
SYNERGISTICS, INC.
Massachusetts 04-2283157
(State of Incorporation) (IRS Employer I.D. Number)
9 Tech Circle, Natick, MA 01760
(Address of Principal (Zip Code)
Executive Office)
Issuer's telephone number (508) 655-1340
Securities registered under Section 12(b) of the
Exchange Act:
Title of each class Name of each exchange on which registered
None. None.
Securities registered under Section 12(g) of the
Exchange Act:
Common Stock $0.01 Par Value
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ X ]
State issuer's revenues for its most recent fiscal year.$2,543,277
State the aggregate market value of the voting and $ 0.00
non-voting common equity held by non-affiliates
computed by reference to the price at which the
common equity was sold, or the average bid and
asked price of such common equity, as of a
specified date within the past 60 days.
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Common Stock, $0.01 Par Value 10,285,806
(Title of Class) (Shares Outstanding at March 1, 2002)
Exhibit Index is located on pages 13 and 19 of this Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Transitional Small Business Disclosure Format (Check one): Yes
[ ]; No [ X ]
Forward Looking Statements
Certain statements contained in this 10-KSB, including those contained in the
Description of Business, Management's Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere, are forward-looking
statements within the meaning of the Private Securities Litigation Reform
Act of 1995 and are thus prospective. Such forward-looking statements are
subject to risks, uncertainties and other factors which could cause actual
results to differ materially from future results expressed or implied by such
statements. Such factors include, but are not limited to increases in raw
material costs, supply and distribution chain delays and declines in
the national economy, all of which could adversely affect cash flow.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(a) Business Development
Synergistics, Inc. a Massachusetts corporation (the "Company") organized on
May 13, 1960 is located at 9 Tech Circle, Natick, Massachusetts 01760,
telephone (508) 655-1340, Web site www.synergisticsinc.com. The Company's
principal activity consists of manufacturing and marketing access control
systems which it sells to banks, corporate accounts and other commercial
customers. The Company's principal activity has not changed substantially
in the past three years.
Over the past three years, the Company has been engaged in marketing and
selling its access control systems to businesses and banks, mainly in
the U.S. Large and medium sized PC based access control systems
manufactured by the Company include Citadel, Building Watch for Windows and
WaPac for Windows. These systems are designed to fill the needs of, and are
marketed to medium to large sized commercial accounts, hospitals, banks,
colleges and universities. The Company also markets its smaller access control
products to banks where they are used mainly to control customer access to ATM
vestibules. In 1994 and 1995, the majority of banks in Greater New York City
installed the Company's ATM Access system to provide secured access to their
ATM vestibules. In 1998 Citicorp, who used their own customized ATM
access control security system, switched to a customized version of the
Synergistics ATM Access product to convert their branches over to a
Synergistics system. Currently Citibank has over 225 Synergistics systems
installed. The Company is now in the process of upgrading the Citibank ATM
Access systems installed in 1998 to tie in to the Citibank ATM network.
Other banking products, such as the MSLR1 and ATM-3 are sold in the U.S. and
abroad, and are still a good part of the Company's business.
(b) Business of Issuer
(1) Principal Products and Markets
Bank ATM Access Control: The Company has been marketing bank ATM access
control products since 1977. These products consisted of MSLR1, ATM III
and ATM Access. In 1998, the Company added a customized networked product
expressly customized for Citibank sites in Greater New York City. In 2000,
it began talks with Citicorp to enhance that product by adding network
communications to it's controllers. Bank ATM access control revenue
represented approximately 18% of all Company revenue in 2001, 13% in
2000 and 13% in 1999. The Company estimates having sold ATM access control
products to over 40,000 bank installations in the United States and abroad.
Individual ATM access control products are discussed herein.
MSLR1 - ATM Vestibule Access Control: The MSLR1 product line continues to be a
substantial revenue producer for the Company. It is a minimal security access
control system utilizing a single reader and controller to control access to
a single door in an automatic teller machine (ATM) lobby installation. Over
the years, the Company has sold to over 40,000 bank installations worldwide.
ATM-III - ATM Vestibule Access Control: This product controls access to ATM
vestibule installations similar to the MSLR1 product. It offers high security
to the installations.
ATM Access - ATM Vestibule Access Control: ATM Access is a distributed
processing access control system developed in 1994 to meet the requirements
for New York City's Local Law 70, a law passed to increase security in ATM
installations. The ATM Access system meets the requirements of the law by using
a database supplied to the banks by NYCE which provides reasonable assurance
that only bank card gain entrance to ATM vestibule installations. Today, there
are over 1,500 installations in and around New York City.
Citicorp ATM Access - ATM Vestibule Access Control: This product, developed
in 1998 uses the ATM Access product as a base controller for a customized,
networked access control system for all Citibank ATM installations in New
York City. The product is currently being modified to communicate over
Citicorp's TCP/IP network. Currently this product has been released in 2002,
and the new design is being installed in New York City as an upgrade to the
existing Synergistics product installed in 1998.
PO-VAC - Post Office Lobby Access Control: This product is currently being
sold to the U.S. Post Offices of Connecticut to provide security to Post Office
lobbies which are to be open to the public 24 hours per day. An initial order
for $25,000 in PO-VAC systems was sold in 2001. Post Office lobbies are
currently being renovated by the Postal Service to make provisions for PO-VAC
installation.
WA-PAC NT - A Windows NT based distributed processing building management
system: WA-PAC is an access control system which supports a network of
buildings or sites from a Personal Computer, over dial-up or direct, voice
grade, telephone lines, fiber optics or TCP/IP network. WA-PAC operates as a
distributed intelligent network of card access readers and controllers that
provide access control and building security to buildings or groups of
buildings. Each building supports 64 card access readers and over 4,000 alarm
and output points. WaPac NT controllers will support databases of over 80,000
users when expanded. WaPac NT is marketed to Colleges, Universities and medium
to large commercial buildings. The Company introduced WA-PAC in 1988 as a DOS
based, distributed processing access control system which controls multiple
building sites through the use of a single host computer. In 1998, the Company
released WaPAC NT, a Windows NT version of the original DOS based WA-PAC
product. WaPac NT is a networked product which will support WA-PAC Tracker,
video image badging, floor plan mapping and many other features which were
not possible with the DOS based WA-PAC system. The main market for this
product is colleges and universities, medium to large corporate buildings
and networks of commercial buildings and warehouses. WA-PAC has been the
Companies premier computer system over the past years. WA-PAC supports a great
number of features and its reliable operation and reasonable pricing are the
main reasons for its success in controlling access and securing perimeters
in these buildings. WA-PAC supports direct or dial-up telephone lines and
TCP/IP network for communications and will support any number of building
sites. Product shipments first began in 1988. WA-PAC revenue approximated
22% in 2001, 21% in 2000 and 17% of total revenue in 1999.
WA-PAC 3 A 32 bit Windows based building management system using Microsoft's
SQL database management. WA-PAC 3 has been designed to be released in Q2, 2002
as a replacement for WA-PAC NT. It's SQL database will give it much more
capability in large database installations and it's many new options make
it a stronger and more appealing product for the future. WA-PAC 3 is the
Company's large and medium building management system for the future.
WA-PAC TRACKER - An asset tracking enhancement to WA-PAC for Windows NT and
WA-PAC 3. This system protects against portable asset theft from buildings
secured with WA-PAC access control security. Portable assets are defined
as any object or person that can be tagged for identification with
Tracker's long range proximity security tags. Portable assets may be
laptop computers or other equipment, babies, or even elderly persons
who require monitoring. Tagged assets are identified by the system and
associated with tagged escort personnel which are recorded as they pass
through monitoring points. Tracker is also sold as a stand-alone system
without WA-PAC.
BUILDING WATCH for Windows - A Windows based, distributed processing, access
control system: Building Watch is an access control product operating on
Windows 98, NT and 2000. It is designed for securing commercial or industrial
facilities at low cost. This system shares a personal computer with other
programs, thereby making it a cost effective security system that is easy to
implement and expand. Building Watch offers direct local access control and
remote access management over dial-up phone lines. It also supports input
point monitoring and reporting capabilities. Building Watch supports all
popular card technologies.
The Company developed and announced Building Watch for Windows in 1997.
Building Watch for Windows is an economical access control product which
controls access to 32 doors in many buildings from a single computer which
may be shared with other computer programs. Building Watch for Windows
revenues approximated 10% of all Company revenue in 2001, 16% in 2000
and 18% in 1999.
CITADEL - 2 Door, Stand alone, Full Featured Access Control System: This
product is sold mainly to small, industrial and commercial users who require
only one or two doors of access control, but wish to control doors with time
zones and keep a printed record of system activity. Door Watch supports all
popular card reader technologies. The Company announced Door Watch in
December of 1992. Door Watch revenues approximated 1% of total Company revenue
in 2001, 2% in 2000 and 1% in 1999. Door Watch sales, although a small portion
of total sales, provide an important gap filler in the Company's access control
product line. Door Watch is also made to easily be upgraded to Building Watch
for Windows or Citadel when expansion is desired.
The Company designs and manufactures all of its products. The Company's
computer based products use personal computers and standard peripherals to
provide access control and building management to secured sites. These
products are acquired from a variety of third party sources. Components
are procured from electronics distributors. Board assembly houses manufacture
and assemble circuit boards used for the Company's products. Final assembly,
test and shipping functions are performed by Company personnel at our Natick
location. The Company solicits bids for components, subassemblies and outside
assembly. The Company has not experienced difficulty obtaining components for
its products.
The primary market for the ATM access control product line is banks with
automatic teller machine (ATM) vestibules. The Company actively markets
its access control and building management product lines to colleges and
universities, and also believes that these product lines are applicable to
a wide variety of commercial, government and institutional markets; i.e.,
military bases, hospitals, research and computer facilities, office buildings,
and office or manufacturing complexes.
Foreign and Domestic Operations and Export Revenue: The Company operates from
a headquarters facility located in Natick, Massachusetts and a sales office in
Tampa, Florida. In the United States and Canada, the Company sells it's
products through independent Dealers and through Representative organizations
in both domestic and foreign markets.
Export revenue approximated 7% of total revenue in 2001, 10% in 2000, 14% in
1999. The Company sells to American brokers doing business abroad and
directly to end users and foreign dealers. The currency used for all sales
to foreign firms is the U.S. Dollar.
(2) Distribution Methods
The company sells its products through the efforts of regional sales managers
who market the product through independent system integrators, security
dealers and locksmiths, in the U.S. and abroad. The Company markets its
products primarily through trade shows, advertising in selected industry
journals and magazines, government supply contracts, selected direct mailings,
the Internet and supporting dealer bids and proposals.
The Company continues to expand its base of distribution by increasing the
number of dealers authorized to sell the Company's products. The Company
sells directly to certain large banks and government agencies.
(3) Status of New Products
In 2001, 4 new products were being developed at our Engineering facility in
Natick:
Citadel, a medium sized access control and building security product was
developed to provide a significant 32 bit replacement for the 16 bit Building
Watch for Windows product. Citadel was released for sale in January, 2002.
WaPac 3 was developed to provide a more robust high end product by
incorporating SQL as its database manager. This product will be released
in Q2 of 2002.
Presidio takes the SQL version of WaPac to a new level by adding Visual
Basic for Applications, a Microsoft product, to allow users to easily and
inexpensively customize their own security system using Visual Basic
programming. This top of the line product is intended for release
in Q4, 2002.
Citicorp ATM expansion to a TCP/IP network began at the end of 2000.
Although many delays were seen in this products introduction, a Company
supplied interim product solution is currently being installed in
Citibank ATMs.
(4) Competition and Position Within the Industry
The Company has been in a single business segment for the past year: The
manufacturing and marketing of access control and facility management systems.
The Company is noted for its contribution to ATM security in the Banking
industry and searches for new product markets in this area. All of the
Company's revenue, operating profit or loss and identifiable assets are
attributable to one industry segment.
Over 150 companies compete in the card based access control marketplace. The
principle Company competitors include Hirsch, DSW, Cardkey Systems,
Sensormatic, Westinghouse, CASI-RUSCO, and Northern Computers. The Company
believes its sales volume is a small fraction of the combined sales of the
Company's major competitors.
A competitor that chooses to devote substantial economic resources toward
acquiring a dominant position in the access control devices market might
seriously injure the Company's market position and jeopardize its
viability, but the product line has proven to be reliable and competitive
over the years and should survive this type of competition. The Company
believes that competition in our marketplace is based upon reliability,
price, service, and product capability. The Company believes that it can
compete on such terms.
(5) Raw Materials and Principal Suppliers
The Company purchases components for its products from electronics
distributors. The Company designed printed circuit boards are purchased from
board manufacturers and outside assembly houses manufacture the completed
printed circuit boards. Final assembly, test and shipping as well as any
customization is performed by the Company. The Company is not dependent
upon any one firm for components or assembly work and dual sourcing is a
company policy. The Company solicits bids for its work and awards business
based upon quality of workmanship, price and lead time. The Company has not
experienced difficulty obtaining parts or outside assemblers for its products.
Manufacturing cycle time approximates 2 to 3 weeks following initial kitting
of components. The Company feels that this is not unusual for a company that
uses outside contractors for manufacturing and assembly.
The Company provides a one-year warranty after a product is shipped. Normal
payment terms are 30 days.
The ending backlog was $81,534 in 2001, $42,282 in 2000 and $38,589 in 1999.
(6) Customers
The Company's business is not seasonal in any material respect. The Company
has no dependence upon a single customer or a few customers.
(7) Patents and Trademarks
The Company holds no patents on any of its current products.
(8) Government Approvals, Regulations and Contracts
The Company's business is not governed significantly by federal or state
regulations.
The Company does not actively pursue government contracts, but does have a GSA
contract and sells to the government whenever it is advantageous. Government
revenue approximated 2% of total revenue in 2001, 1% in 2000 and 1% in 1999.
None of the Company's sales under government contracts are subject to
re-negotiations of profits or termination of contracts or subcontracts, to the
best of the Company's knowledge.
(9) Research and Development
The Company expends monies on technical support, research and development of
new products, and the enhancement of existing products. Such expenditures
are consistent with the Company's overall product development, maintenance
and enhancement strategies.
The Company's product development expenses for the fiscal year 2001 totaled
approximately 23% of the Company's revenues, and for the fiscal year 2000
totaled 22% of revenues. These expenditures have resulted in three (4) new
products, discussed above. The Company's customers do not bear directly the
expenses of product development.
(10) Compliance with Environmental Laws
The nature of the Company's manufacturing operation is such that no materials
are discharged into the environment. Under the terms of the Company's lease
for its operating facility, it is obligated for the normal maintenance and
repair of building systems. No additional capital expenditures are
anticipated by the Company.
(11) Employees
At December 31, 2001, the Company had twenty two (22) employees, all of whom
work full time.
ITEM 2. DESCRIPTION OF PROPERTIES
The Company currently leases approximately 7,160 square feet of office and
manufacturing space in a one-story brick and masonry building located at 9 Tech
Circle, Natick, Massachusetts. The five-year lease expires June 1, 2004. The
current monthly base rate is $5,072. Additionally the Company is required to
pay utility charges and insurance costs as well as the Company's portion of
taxes and common space charges.
The property occupied by the Company is in good condition and is adequate
at present and for the foreseeable future for the purpose for which it is
being used. In the opinion of management, the property is adequately insured.
ITEM 3. LEGAL PROCEEDINGS
No material legal proceedings are pending to which the Company is a party or
to which any of its property is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the security holders during the Fourth
Quarter of 2001.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As of December 31, 2001, to the Company's knowledge, only a limited public
market for its Common Stock existed. The Common Stock is not presently
registered on any stock exchange. The Company is not aware of any
over-the-counter trading in its stock in the past two years.
As of December 31, 2001, the number of holders of the Company's Common Stock
was 687.
On February 14, 2002, Legg Mason, Inc., a financial services holding company,
filed a Schedule 13G with the Securities and Exchange Commission to report that
it no longer beneficially owns any common stock of the Company and that it no
longer is required to file reports under Section 13 of the Exchange Act.
Previously, Legg Mason's subsidiary, Gray, Seifert & Co., Inc., a registered
investment adviser, had the discretionary power to vote and dispose of over
8 million shares of the Company's Common Stock through arrangements with its
investment advisory clients.
On February 15, 2002, Gray, Seifert & Co., Inc. filed a Schedule 13D with
the Securities and Exchange Commission to report the acquisition
of 6,235,444 shares of the Company's Common Stock from three (3)
investment advisory clients. As reported in the Schedule 13D,
Gray, Seifert & Co. now is the beneficial owner of 7,378,315 shares
of the Company's Common Stock.
The Company pays no dividends in its Common Stock.
On January 22, 2001 the Company sold 50,000 shares, and on February 7, 2001
the Company sold 100,000 shares, of the Company's Common Stock, $.01 Par Value,
at a price of $1.00 per share in a private sale to certain existing
shareholders.The shares are not convertible or exchangeable, and they were
sold for cash. The Company did not use an underwriter to facilitate the sale.
The Company claims the private sale exemptions set forth in section 4(2) of
the Securities Act and Rule 506 of Regulation D because the sale was private,
the sale was limited to fewer than thirty-five (35) existing shareholders of
the Company who qualified as accredited investors, and the purchasers acquired
the shares for their own investment purposes and with the knowledge that the
resale of such shares is limited by the registration and other requirements
of the Securities Act.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
2001 Compared to 2000
Revenues for 2001 were $2,543,277, a decrease of $27,357 compared with 2000.
Cost of Sales as a percentage of revenue was 72.7% and selling expenses
for 2001 decreased by $213,331 when compared to 2000.
The national recession was still evident during the start of 2001. The Company
started 2001 with an effortto reduce expenses by eliminating 2 regional sales
managers and cutting advertising to a minimum. In April, after experiencing
4 months of continued drop in sales,the Company had a downsizing of personnel,
the Company's president and vice president took a 20% pay reduction and
5 representative sales firms in the mid west and southern states were
eliminated. The layoff, salary cuts, sales representative reduction and
reduced expenses brought our expenses to a more manageable level. In May,
a recovery in sales was noticed which remained steady through the remainder
of the year.
At December 31, 2001, current assets exceeded current liabilities by $319,727,
including cash in commercial checking and money market accounts of $74,294.
2000 Compared to 1999
Revenues for 2000 were $2,570,634 a decrease of $266,600 compared with 1999.
The significant decrease in sales, due to the national economic slow-down,
coupled with increased Sales and Marketing expenses, is primarily responsible
for the decrease in revenues.
Cost of Sales as a percentage of revenue increased to 72.8% from 65.17% and
selling expenses for 2000 increased by $122,030 when compared to 1999. The
increase in Cost of Sales was due to increased engineering wages and higher
material content on products sold. The increase in Sales and Marketing
expenses relate to the Company's development of new promotional materials
and an aggressive advertising campaign. The Company hired a number of
regional sales representatives, as well as a national sales representative,
as part of its sales strategy.
At December 31, 2000, current assets exceeded current liabilities by $536,623
including cash in commercial checking and money market accounts of $64,881.
LIQUIDITY AND CAPITAL RESOURCES
In April, 2001 the Company borrowed $100,000 to pay off certain critical
vendors of components that are sold by the Company with their access control
product lines. Proceeds of the sale of 150,000 shares of the Company's
Common Stock and the loan were used to fight off effects of the recession
while continuing development of Citadel, WaPac 3 and Presidio. These
products were planned to be introduced in late 2001 and 2002. A 4th
new product, a TCP/IP networked ATM access control system was designed
for Citibank to be installed in their ATM installations in New York City
and possibly elsewhere in the United States.
Should the improved sales trend that is currently being seen be temporary, and
sales again begin to reverse for another lengthy time period, it could
adversely effect the operation of the Company and more extreme measures
will be required to control operating expenses.
At the request of the Company's principal shareholder, the Board of Directors
has implemented a process, which is ongoing, to explore possible transactions
by which the Company may be acquired in a manner which best serve the interests
of the Company's shareholders. Management believes that, to continue as a
going concern, the Company either must obtain additional financing or must
be acquired by another entity.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements years ended Page Number
December 31, 2001 and 2000.
Independent Auditors' Report, March 14, 2002 1
Balance Sheets as of December 31, 2001 and 2
December 31, 2000
Statements of Operations for years ended 3
December 31, 2001 and 2000.
Statements of Stockholders' Equity for years 4
ended December 31, 2001
and 2000.
Statements of Cash Flows for years ended 5
December 31, 2001 and 2000.
Notes to Financial Statements 6-11
SYNERGISTICS, INC.
NATICK, MASSACHUSETTS
FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT
DECEMBER 31, 2001 AND 2000
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Synergistics, Inc.
Natick, Massachusetts
We have audited the accompanying balance sheets of Synergistics, Inc.
as of December 31, 2001 and 2000, and the related statements of
operations, stockholders' equity and cash flows for the years then
ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Synergistics, Inc. as of December 31, 2001 and 2000, and the results
of its operations and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United
States of America.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note A, the
Company's dependence on obtaining additional financing to fund
operations raises substantial doubts about the Company's ability to
continue as a going concern. Management's plans regarding those
matters are also described in Note A. The financial statements do not
include adjustments that might result form the inability to secure
additional financing.
/S/LIVINGSTON & HAYNES, P.C.
Wellesley, Massachusetts
March 14, 2002
- 1 -
SYNERGISTICS, INC.
BALANCE SHEETS
DECEMBER 31, 2001 AND 2000
ASSETS
2001 2000
CURRENT ASSETS
Cash and equivalents $ 74,294 $ 64,881
Trade accounts receivable, net of reserves of
$20,000 in 2001 and 2000 347,219 448,843
Inventories 322,708 466,916
Prepaid expenses 19,127 11,013
Due from shareholder - 2,115
TOTAL CURRENT ASSETS 763,348 993,768
EQUIPMENT 120,323 118,118
Less depreciation and amortization 96,826 84,435
23,497 33,683
DEFERRED TAXES 355,500 759,674
$1,142,345 $1,787,125
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $ 229,783 $ 317,010
Accrued expenses and
other current liabilities 113,837 140,135
Note payable 100,000 -
TOTAL CURRENT LIABILITIES 443,620 457,145
COMMITMENTS AND CONTINGENT LIABILITIES - -
STOCKHOLDERS' EQUITY
Common Stock (authorized 12,000,000 shares;
issued 10,285,806 and 9,632,561 shares in
2001 and 2000, including 16,445 shares held
in Treasury) 102,858 96,326
Additional paid-in capital 7,567,355 6,873,887
Stock subscriptions received - 500,000
Retained earnings (deficit) (6,964,353) (6,133,098)
705,860 1,337,115
Cost of Common Stock held in Treasury (7,135) (7,135)
698,725 1,329,980
$1,142,345 $1,787,125
========== ==========
See accompanying notes to the financial statements.
- 2 -
SYNERGISTICS, INC.
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2001 AND 2000
2001 2000
Revenues:
Sales - net $2,543,277 $2,570,634
Interest income 678 669
2,543,955 2,571,303
Costs and expenses:
Costs of sales 1,849,914 1,870,976
General and administrative expenses 561,827 500,536
Selling expenses 538,234 751,565
Bad debt expense 18,253 31,526
Interest expense 2,808 2,304
2,971,036 3,156,907
LOSS BEFORE INCOME TAXES (427,081) (585,604)
Income tax expense - deferred 404,174 -
NET LOSS $ (831,255) $ (585,604)
========== ==========
LOSS PER COMMON SHARE $ (.081) $ (.061)
======= =======
See accompanying notes to the financial statements.
- 3 -
SYNERGISTICS, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2001 AND 2000
COMMON STOCK
SHARES AMOUNT
Balances at January 1, 2000 9,632,561 $ 96,326
Proceeds from common stock subscription - -
Net loss - -
BALANCES AT DECEMBER 31, 2000 9,632,561 96,326
Issuance of common stock 653,245 6,532
Net loss - -
BALANCE AT DECEMBER 31, 2001 10,285,806 $102,858
=========== ========
ADDITIONAL RETAINED STOCK
PAID-IN EARNINGS SUBSCRIPTION TREASURY STOCK
CAPITAL (DEFICIT) RECEIVED SHARES AMOUNT TOTAL
$6,873,887 $(5,547,494) $ - 16,445 $7,135 $ 1,415,584
- - 500,000 - - 500,000
- (585,604) - - - (585,604)
---------- --------- -------- ------- ---- ---------
6,873,887 (6,133,098) 500,000 16,445 7,135 1,329,980
693,468 - (500,000) - - 200,000
- (831,255) - - - (831,255)
---------- --------- --------- ------ ----- ---------
$7,567,355$(6,964,353) $ - 16,445 $7,135 $ 698,725
========== =========== ======== ======= ====== =========
- 4 -
See accompanying notes to the financial statements.
SYNERGISTICS, INC.
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001 AND 2000
2001 2000
Cash flows from operating activities:
Net loss $(831,255) $(585,604)
Adjustments to reconcile net loss to net
cash used by operating activities:
Provision for allowance on
deferred taxes 404,174 -
Depreciation and amortization 12,391 18,399
(Increase) decrease in assets:
Trade accounts receivable 101,624 31,172
Inventories 144,208 (89,572)
Prepaid expenses and other
current assets (8,114) 1,455
Increase (decrease) liabilities:
Trade accounts payable (87,227) 98,930
Accrued expenses and other current
liabilities (26,298) 48,900
------- -------
TOTAL ADJUSTMENTS 540,758 109,284
------- -------
NET CASH USED BY OPERATING ACTIVITIES (290,497) (476,320)
Cash flows from investing activities:
Capital expenditures (2,205) (9,009)
Advance to shareholder 2,115 (2,115)
------ -----
NET CASH USED BY INVESTING ACTIVITIES (90) (11,124)
Cash flows from financing activities:
Loan from director 100,000 -
Proceeds of stock subscription 200,000 500,000
------- -------
NET CASH PROVIDED BY FINANCING ACTIVITIES 300,000 500,000
------- -------
NET CHANGE IN CASH 9,413 12,556
------- -------
Cash and equivalents at beginning of year 64,881 52,325
--------- ---------
CASH AND EQUIVALENTS AT END OF YEAR $ 74,294 $ 64,881
========= =========
Cash paid for:
Interest $ 2,809 $ 2,304
Income taxes $ - $ -
See accompanying notes to the financial statements.
- 5 -
SYNERGISTICS, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
NOTE A - SUMMARY OF ACCOUNTING POLICIES
The financial statements have been prepared on a going-concern basis.
The Company has expended cash in excess of cash generated from operations.
Additionally, the Company has not achieved sufficient revenues to support
future operations. Management believes that to continue as a going concern
the Company will require additional financing or acquisition by another
entity. The financial statements do not include any adjustments that might
result from this uncertainty.
A summary of the significant accounting policies applied by management
of the Company in the preparation of the accompanying financial statements
follows.
Nature of Operations
Synergistics, Inc. is engaged in the manufacturing and marketing of card
access systems, which are sold to banks and other commercial customers.
Use of Estimates
The preparation of financial statements in conformity with accounting
principals generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Cash and Equivalents
Cash and equivalents consist of cash on hand, demand deposits with
commercial banks, and money market securities with initial maturities of less
than 90 days.
Inventories
Inventories are stated at the lower of first-in, first-out cost or
aggregate market.
Equipment
Equipment is stated at cost. Normal maintenance and repair costs are
expensed as incurred. Gains and losses on sales or retirements are included
in operations. Depreciation and amortization are provided using straight-
line and accelerated methods over the estimated useful lives of the assets
(5-12 years).
Common Stock Held in Treasury
When Common Stock held in Treasury is issued, Common Stock held in
Treasury is credited for the average cost of the issued securities.
- 6 -
SYNERGISTICS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001 AND 2000
NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)
Revenue
The company recognizes revenue from sales at the time products are
shipped to customers.
Advertising Costs
The Company expenses advertising costs as incurred.
Sales Commissions
The Company pays sales commissions to various agents only upon the
collection of the accounts receivable generated by the sales. The Company
accounts for these sales commissions at the time products are shipped to
customers.
Income Taxes
The Company accounts for income taxes using Statement of Financial
Accounting Standards (SFAS) 109, "Accounting for Income Taxes", which
requires recognition of deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax liabilities and
assets are determined based upon the difference between the financial
statement and tax basis of assets. Tax benefits arising from the utilization
of carryforward net operating losses, investment and research and development
tax credits are valued based upon the expected future benefit to be
recognized. (Refer to Note G)
Income Per Share of Common Stock
The weighted average number of shares of Common Stock outstanding used
in computing income per share does not include the effect of the conversion
of the stock options as the exercise price exceeds the current market value
of the security. (Refer to Note D)
Stock Options
The Company accounts for its incentive stock option plans in accordance
with APB No. 25 and does not recognize an expense when options are issued
with an exercise price in excess of market. Currently there is no public
market for this stock and estimates of future value as required by FASB 123
cannot reasonably be determined.
- 7 -
SYNERGISTICS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001 AND 2000
NOTE B - INVENTORIES
Inventories consist of the following at December 31, 2001 and 2000:
2001 2000
Finished goods and work-in-process
at aggregate market $274,302 $396,879
Raw materials 48,406 70,037
------- -------
$322,708 $466,916
======== ========
NOTE C - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the
following at December 31, 2001 and 2000:
2001 2000
Accrued compensation and benefits $ 72,303 $ 68,364
Accrued commissions 17,876 30,887
Accrued professional fees 22,000 22,000
Other 1,658 256
Customer deposits - 18,628
------- -------
$113,837 $140,135
======== ========
NOTE D - STOCKHOLDERS' EQUITY
Common Stock
At December 31, 2001, the Company is authorized to issue 12,000,000
shares of $.01 par value Common Stock. At December 31, 2001, 10,285,806
shares of such stock had been issued, including 16,445 shares held in the
form of Treasury Stock and 850,000 shares were reserved for issuance in
connection with the stock option plans discussed below.
Stock Option Plans
The Company has two qualified incentive stock option plans (the "1983
Plan" and the "1988 Plan"), which have been approved by the Company's
stockholders. The 1983 Plan provides that options can be granted for the
purchase of 275,000 shares of Common Stock through June 1993, with the
options expiring ten years from the date they are granted, except for options
issued to holders of more than ten percent of the Company's Common Stock,
which expire five years from the date they are granted. The 1988 Plan
provides that options can be granted for the purchase of 350,000 shares of
Common Stock through 2000 under terms similar to the 1983 Plan.
- 8 -
SYNERGISTICS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001 AND 2000
NOTE D - STOCKHOLDERS' EQUITY (Continued)
Stock Option Plans (Continued)
All plans provide that options can be exercised for a value (per share),
as stated by the Company's Board of Directors, as of the date the option was
granted, except for options granted to holders of more than ten percent of
the Company's Common Stock which are exercisable at 110 percent of such
stated value.
Transactions regarding the options during the years ended December 31,
2001 and 2000 are shown as follows;
1983 Plan 1988 Plan
Outstanding at January 1, 2000 673 101,622
Grants expired during 2000 (673) (21,299)
Grants forfeited during 2000 - (9,475)
Outstanding at December 31, 2000 - 70,848
Grants expired during 2001 - (23,155)
Grants forfeited during 2001 - -
------- -------
Outstanding at December 31, 2001 - 47,693
======= =======
All outstanding options are exercisable at $2.50 per share.
Income Per Share of Common Stock
Income per share of Common Stock is computed based on the weighted
average number of shares of Common Stock outstanding (10,269,361 and
9,616,116 shares for the years ended December 31, 2001 and 2000).
NOTE E - CONCENTRATION OF RISK
From time to time, the Company maintains deposits with major financial
institutions in excess of insurable limits.
NOTE F - RENT AND OPERATING LEASE COMMITMENT
The Company's rent expense during the years ended December 31, 2001 and
2000 approximated $77,000 and $71,400, respectively, principally under the
terms of a lease for its operating facility.
- 9 -
SYNERGISTICS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001 AND 2000
NOTE F - RENT AND OPERATING LEASE COMMITMENT (Continued)
During March 1999, the Company extended the lease agreement for its
current occupation of the premises for a period of five years. The lease
provides that the Company is responsible for thirty-six percent of the real
estate taxes and operating costs of the premises. Future rental payments
required under the lease, exclusive of real estate taxes and operating costs,
are as follows:
Year Ending December 31,
2002 $62,652
2003 66,228
2004 34,008
NOTE G - INCOME TAXES
At December 31, 2001, operating loss carryforwards aggregating
approximately $5,900,000 are available to reduce future federal taxable
income, if any. If not utilized, these carryforwards will expire at various
dates between 2002 and 2021. The carryforwards are subject to examination by
the Internal Revenue Service. Valuation allowances are provided based upon
estimated future realization of benefits from these carryforwards.
The net tax effects of temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts
used for income tax purposes are reflected in deferred income taxes. As of
December 31, 2001 and 2000, the Company's deferred tax asset consists of:
2001 2000
Net operating loss carryforwards $ 2,006,000 $1,861,618
Other 66,000 66,000
Valuation allowance (1,716,500) (1,167,944)
---------- ----------
$ 355,500 $ 759,674
=========== ==========
- 10 -
SYNERGISTICS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001 AND 2000
NOTE H - BUSINESS SEGMENT INFORMATION
The Company's business, which consists principally of a single segment,
is the designing, manufacturing and selling of single and multifunctional
electronic systems which control access to secure areas. The Company sells
to domestic and foreign customers from its domestic location.
Sales by Major Customer Category 2001 2000
Government sales $ 38,696 $ 19,797
Other domestic sales 2,331,451 2,295,558
Export sales 173,130 255,279
---------- ---------
$2,543,277 $2,570,634
========== ==========
Export sales are made directly and through United States brokers to
users in Canada, South and Central America to include Mexico, the Middle East
including Turkey, and the South Pacific and Far East. No single foreign or
domestic area accounts for more than ten percent of total sales in 2001.
NOTE I - CONTINGENT SALE OF ASSETS
The Company has negotiated a settlement of the contingent sale of assets
related to its imaging product, calling for payments of $50,000 in 1998,
which have been received; $14,000 per year in 1999, 2000 and 2001, which have
been received. Income was recognized as received.
NOTE J - ADVERTISING COSTS
Advertising expense was $13,109 and $94,408, respectively, for the years
ended December 31, 2001 and 2000.
NOTE K - DEFERRED COMPENSATION PLAN
The Company has a deferred compensation plan under Section 401(k)
covering substantially all employees. The Company provided no match during
2001 and 2000.
- 11 -
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL STATEMENTS
No Form 8-KSB has been filed within 24 months prior to the date of the most
recent financial statements reporting a change of accountants and/or reporting
disagreement on any matter of accounting principle or financial statement
disclosure.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
NAME AGE POSITION WITH COMPANY DIRECTOR
SINCE
David S. Longworth 67 President, Chief Operating 1981
Officer
and Chairman of the Board.
Robert Pogorelc 67 Vice President and Sales Manager 1997
William M. Tetrick 86 Director and CEO 1967
J. Thomas Gehman 55 None 1981
James French 55 Treasurer and Clerk ------
David S. Longworth, Chairman of the Board of Directors, is President and Chief
Operating Officer since August, 1994. Prior to that he has served as Executive
Vice President and has provided various engineering, technical writing and
consulting services to the company since 1973 until joining the Company on a
full time basis in 1984. Mr. Longworth was manager of Compliance Engineering
at Applicon, Inc. of Burlington, Massachusetts, a Computer Aided Design Systems
manufacturer since January 1983. From 1973 to 1983, he was employed by Nixdorf
Computer Corp. of Burlington, Massachusetts, a computer manufacturer, as an
electrical engineer.
William M. Tetrick, a Director, retired as President in August, 1994 but
remains Chief Executive Officer of the Company since December 1967.
Robert Pogorelc, a Director, was elected Vice President in 1994. He joined
the Company as Sales Manager in 1986 and currently is manager of Sales and
Marketing. Mr. Pogorelc was formerly New England District Manager for
Bristol Laboratories, Division of Bristol Myers; National Sales and Marketing
Manager of Irathane Systems, Director of Sales and Marketing for Trancoa
Chemical Corporation; Regional Sales Manager of Incon, Division of
Transitron, and Sales Manager of Apahouser.
J. Thomas Gehman, a Director, is currently vice president of Wolf Technology
of Framingham, MA. Mr. Gehman was Director of Engineering for Amnet, Inc. a
Watertown, Massachusetts computer network control systems manufacturer. Prior
to that, he was a design engineer with Applicon, Inc.from 1981 to 1983 and an
engineering manager at Nixdorf Computer from 1976-1981.
James French, Treasurer and Clerk. Mr. French has been employed at
Synergistics, Inc. since 1996 when he replaced the former Treasurer. He has
held positions as Treasurer and Clerk since 1997. Prior to that, he was
employed as Financial Manager, Accounting Manager and Manager of Internal
Auditing at various Massachusetts companies. Mr. French received his Masters
degree in Business Administration from Framingham State College in 1986.
During the past five years, none of the Company's Directors has been
(1) involved in any petition under the Bankruptcy Act or Bankruptcy Code or
state insolvency proceeding or any criminal proceeding, (2) the subject of
any order, judgment or decree enjoining him from engaging in or limiting his
involvement in any type of business practice, including securities related
activities, or (3) found by any court or the Securities and Exchange
Commission to have violated any securities law.
There are no family relationships between and among the directors, executive
officers and nominees for the position of director.
There are no significant employees, who are not executive officers, who are
expected to make a significant contribution to the business.
Item 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Annual Compensation Long-term compensation
Name and Year Salary Bonus; other annual compensation Awards; All other
Principal ($) ($) Payouts compensation
Position (d)(e) ($)
(a) (b) (c) (f)(g)(h) (i)
David S. 2001 104,131 $0 $0 2,170
Longworth
2000 117,980 $0 $0 1,966
1999 105,000 $0 $0 1,966
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
None.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
None.
LONG-TERM INCENTIVE PLANS
None.
As of December 31, 2001, unexercised options for the purchase of an aggregate
of 47,693 shares were held by all employees of the Company (including those
held by Officers and Directors).
No incentive stock option granted by the Company has included any tandemrights,
such as appreciation rights, nor has any incentive stock option granted by the
Company been exercised during 2001.
The Company has established a 401K plan for all employees. During the year
ended December 31, 2001,the Company had contributed $0 to that plan.
The Company has no other plan or arrangement whereby any person will receive
remuneration upon the termination of his status as an employee, officer or
director of the Company. The Company had paid, as of December 31, 2001, no
forms of contingent compensation.
The Company's directors receive no compensation.
The Company has no employment contracts with any of its executive officers.
The Company has no change of control agreements with any of its executive
officers or employees.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the holdings of Common Stock by each person who,
as of February 28, 2002 held of record or was known by the Company to own
beneficially more that 5% of the outstanding Common Stock, by each director
and by all directors and officers as a group.
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENTAGE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1)(8) CLASS
William M. Tetrick 423,577 (2)(3)(4) 4.12%
69 Gloucester Road
Westwood, MA 02090
(CEO and Chairman)
David S. Longworth 38,302 (5) 0.37%
65 School Street Ext.
Natick, MA 01760
(President, COO, Director)
Robert L. Pogorelc 4,981 (6) 0.05%
P.O Box 622
West Barnstable, MA 02668
(VP, Sales Manager, Director)
J. Thomas Gehman 2,000 0%
141 Marked Tree Road
Needham, MA 02192
(Director)
Gray, Seifert & Co., 7,378,315 (7) 71.73%
Inc.
380 Madison Ave.
New York, NY 10017
(5% Beneficial Owner)
All Directors and 468,860 4.56%
Officers as a
Group (5 persons)
(1) Unless otherwise indicated in the following footnotes, ownership is both
beneficial and of record.
(2) Excludes 13,350 shares owned of record by Mr. Tetrick's wife and 4,840
shares owned by his son, Paul Tetrick, who resides with him, as to which he
disclaims beneficial ownership.
(3) Excludes 131,883 shares owned of record by Gary Cramer, Mr. Tetrick's
son-in-law; 3,200 shares owned by Gary and/or Margaret Cramer, Mr. Tetrick's
daughter, and 2,200 shares owned by the children of Mr. and Mrs. Cramer as to
which Mr. Tetrick disclaims beneficial ownership.
(4) Excludes 18,876 shares owned of record by other children and grand
children of Mr. Tetrick not already disclosed in points (2) and (3) above
as to which Mr. Tetrick disclaims beneficial ownership.
(5) Includes 34,727 shares of Common Stock acquirable on exercise of stock
options.
(6) Includes 4,981 shares of Common Stock acquirable on exercise of stock
options.
(7) This number is based upon information contained in the Schedule 13D
filed by Gray, Seifert & Co.,Inc. on February 15, 2002.
(8) All options are considered non-dilutive since exercise price exceeds
last known market price.
There are no arrangements which may result in a change of control of
the Company.
Item. 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than the transactions described herein, there were no material
transactions during 2001 or 2000 to which any of the following persons
has a direct or indirect material interest:(1) any director or officer
of the Company, (2) any nominee for election as a director,(3) any person
who, to the Company's knowledge, owns 5% or more of the Company's stock,
or (4) any relative or spouse (or relative of such spouse) of the
foregoing persons.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a)(1) The following financial statements of Synergistics, Inc. are included
in Part II Item 7:
Index to Financial Statements years ended Page Number
December 31, 2001 and 2000.
Independent Auditors' Report, March 14, 2002 1
Balance Sheets as of December 31, 2000 and 2
December 31, 2000
Statements of Operations for years ended 3
December 31, 2001 and 1999
Statements of Stockholders' Equity for years 4
ended December 31, 2001
and 2000
Statements of Cash Flows for years ended 5
December 31, 2001 and 2000
Notes to Financial Statements 6-11
(b) Exhibits
3.1 Articles of Organization and amendments thereto, as amended through
December 31, 1985 are incorporated by reference from Form 10-K for the year
ended December 31, 1982.
3.2 Amendment to Articles of Organization is incorporated by reference from
Form 10-K for the year ended December 31, 1987.
3.3 By-Laws, as amended, are incorporated by reference from Form 10-K for
the year ended December 31, 1982.
3.4 Amendment to Articles of Organization is incorporated by reference from
Form 10-K for the year ended December 31, 1988.
3.5 Amendment to Articles of Organization is incorporated by reference from
Form 10-K for the year ended December 31, 1990.
3.6 Amendment to Articles of Organization is incorporated by reference from
Form 10-K for the year ended December 31, 1991.
10.1 Sale of Imaging Assets is incorporated by reference from Form 10-KSB for
the year ended December 31, 1995.
10.2 Agreement with William M. Tetrick, dated December 30, 1981, is
incorporated by reference from Form 10-K for the year ended December 31, 1983.
10.3 Forms of Incentive Stock Option Plan of 1982 and Incentive Stock Option
Agreement are incorporated by reference from Form 10-Q for the period ended
March 31, 1983.
10.4 Forms of Incentive Stock Option Plan of 1983 and Incentive Stock Option
Agreement are incorporated by reference from Form 10-Q for the period ended
March 31, 1984.
10.5 Forms of Directors Stock Option Plan of 1987 and Directors Stock Option
Agreement are incorporated by reference from Form 10-K for the period ended
March 31, 1987.
10.6 Lease between Lessor, KAR Realty Corporation, and Lessee, Synergistics,
Inc., dated March 3, 1999 (expires June 1, 2004), with respect to property
located at 9 Tech Circle, Natick, Massachusetts.
Supplemental Information
The Company plans to furnish proxy materials and an Annual Report to
Stockholders to its stockholders subsequent to the date of this Form 10-KSB,
at which time copies shall be furnished to the Commission.
SYNERGISTICS, INC.
By /S/DAVID S. LONGWORTH________
David S. Longworth
President and Chief Operations Officer
Date: March 31, 2002
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Synergistics, Inc. has caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
By/S/DAVID S. LONGWORTH ___________________
David S. Longworth
President and Chief Operations Officer
In accordance with the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant and in the
capacities indicated.
By/S/DAVID S. LONGWORTH ___________________
David S. Longworth
President, COO and Director
Date: March 31, 2002
By/S/WILLIAM M. TETRICK ___________________
William M. Tetrick
Director
Date: March 31, 2002
By/S/J. THOMAS GEHMAN_____________________
J. Thomas Gehman
Director
Date: March 31, 2002
By/S/ROBERT L. POGORELC___________________
Robert L. Pogorelc
Director Date: March 31, 2002