-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QYCm4uvAYMYdVX0SSiEs/AyjUqOGTTcnSpykOpu+2nGQy4Q8WSizJXAsH7sL/EYT 5i9/SxsKGav/6Mmgi/IJ2g== 0000015847-02-000005.txt : 20020415 0000015847-02-000005.hdr.sgml : 20020415 ACCESSION NUMBER: 0000015847-02-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020131 FILED AS OF DATE: 20020314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUTLER NATIONAL CORP CENTRAL INDEX KEY: 0000015847 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721] IRS NUMBER: 410834293 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-01678 FILM NUMBER: 02574865 BUSINESS ADDRESS: STREET 1: 19920 W 161ST ST CITY: OLATHE STATE: KS ZIP: 66062 BUSINESS PHONE: 8167809595 MAIL ADDRESS: STREET 1: 19920 W 161ST ST CITY: OLATHE STATE: KS ZIP: 66062 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL CONNECTOR CORP DATE OF NAME CHANGE: 19701009 10-Q 1 q3fy02.txt 10Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ FORM 10-Q _________________ (Mark One) Quarterly Report Pursuant to Section 13 or 15(d) of the X Securities Exchange Act of 1934 For the quarter ended January 31, 2002 Transition Report Pursuant to Section 13 or 15 (d) of the Security Exchange Act of 1934 For the quarter ended January 31, 2002 Commission File Number 0-1678 BUTLER NATIONAL CORPORATION (Exact name of Registrant as specified in its charter) Kansas 41-0834293 (State of Incorporation) (I.R.S. Employer Identification No.) 19920 West 161st Street, Olathe, Kansas 66062 (Address of Principal Executive Office)(Zip Code) Registrant's telephone number, including area code: (913) 780-9595 Former name, former address and former fiscal year if changed since last report: Not Applicable 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 twelve months and (2) has been subject to such filing requirements for the past ninety days: Yes X No ______ The number of shares outstanding of the Registrant's Common Stock, $0.01 par value, as of January 31, 2002, was 37,283,278 shares. BUTLER NATIONAL CORPORATION AND SUBSIDIARIES INDEX PART I FINANCIAL INFORMATION: PAGE NO. Condensed Consolidated Balance Sheets - January 31, 2002 and April 30, 2001.................. 3 Condensed Consolidated Statements of Income - Three Months ended January 31, 2002 and 2001................4 Condensed Consolidated Statements of Income - Nine Months ended January 31, 2002 and 2001................5 Condensed Consolidated Statements of Cash Flows - Nine Months ended January 31, 2002 and 2001...........6 Notes to Condensed Consolidated Financial Statements..7-8 Management's Discussion and Analysis Financial Condition and Results of Operations...................9-11 PART II. OTHER INFORMATION.....................................12-13 SIGNATURES............................................14 BUTLER NATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AT JANUARY 31, 2002 AND APRIL 30, 2001 ASSETS 01/31/02 4/30/01 (unaudited) (audited) Current Assets: Cash $ 676,082 $ 108,071 Accounts receivable, net of 224,708 642,564 allowance for doubtful accounts of $11,703 at Jan 31, 2002 and $25,600 at April 30, 2001 Note receivable from Indian gaming development 647,285 647,285 Due from affiliate - - Contracts in process - - Inventories: Raw materials 1,453,389 1,639,080 Work in process 294,810 208,036 Finished goods 26,760 70,920 Aircraft 1,055,302 1,467,771 --------- --------- 2,830,261 3,385,807 Prepaid expenses and other assets 3,803 9,730 --------- --------- Total current assets 4,382,139 4,793,457 Property, Plant and Equipment: Land & building 948,089 948,089 Machinery and equipment 1,208,031 1,161,220 Office furniture and fixtures 614,687 607,736 Leasehold improvements 4,249 4,249 Total cost 2,775,056 2,721,294 Accumulated depreciation (1,716,450) (1,590,048) --------- --------- Net Property, Plant and Equipment 1,058,606 1,131,246 Supplemental Type Certificates 1,348,892 1,338,372 Indian Gaming: Note receivable from Indian Gaming developments 722,178 1,285,326 Advances for Indian Gaming developments 1,880,168 1,861,376 (net of reserves of $2,718,928 at Jan. 31, 2002 and April 30, 2001) Total Indian Gaming (Long Term) 2,602,346 3,146,702 Other Assets Other assets 199,392 196,837 --------- --------- Total Other Assets 199,392 196,837 --------- --------- Total Assets $ 9,591,375 $10,606,614 ========= ========== LIABILITIES AND SHAREHOLDERS' EQUITY 01/31/02 4/30/01 (unaudited) (audited) Current Liabilities: Bank overdraft payable $ - $ 149,859 Promissory notes payable 464,957 348,590 Current maturities of long-term debt 798,712 1,321,030 Accounts Payable 295,532 807,114 Customer Deposits - 167,530 Accrued liabilities - Compensation and compensated absences 208,049 120,304 Other 219,676 118,837 ---------- ---------- Total current liabilities 1,986,926 3,033,264 Long-Term Debt, net of current maturities 2,157,506 3,253,612 Convertible debentures - 78,000 ---------- ---------- Total liabilities 4,144,431 6,364,876 Shareholders' equity: Preferred stock, par value $5: - - Authorized, 50,000,000 shares, all classes issued and outstanding, zero shares at 01/31/02 & zero shares at 4/30/01 Common stock, par value $.01: 378,833 369,041 Authorized, 100,000,000 shares Issued and outstanding 37,883,278 Jan. 31, 2002 & 36,904,111 at April 31, 2001 Capital contributed in excess of par 9,958,476 9,890,268 Treasury stock, at cost (common shares 600,000) (732,000) (732,000) Retained deficit (deficit of $11,938,813 eliminated October 31, 1992) (4,158,366) (5,285,571) ---------- ---------- Total shareholders' equity 5,446,943 4,241,738 ---------- ---------- Total liabilities and shareholders' equity $ 9,591,375 $ 10,606,614 ========== ========== The accompanying notes are an integral part of these condensed consolidated balance sheets. BUTLER NATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED January 31, 2002 2001 (unaudited) (unaudited) Net sales $ 1,453,272 $ 2,167,266 Cost of sales 974,018 1,267,328 ---------- --------- 479,254 899,938 Selling, general and administrative expenses 421,669 789,225 Operating income 57,585 110,713 Other income (expense) Interest expense (81,214) (108,452) Interest revenue 26,005 38,741 Other 4 18,853 --------- --------- Other expense (55,205) (50,858) Income before taxes 2,379 59,854 Provision for income taxes 950 - --------- --------- Net income $ 1,429 $ 54,854 Basic earnings per common share $ 0.00 $ 0.00 Shares used in per share calculation 35,120,594 29,070,716 Diluted earnings per common share $ 0.00 $ 0.00 Shares used in per share calculation 35,120,594 29,070,716 The accompanying notes are an integral part of these condensed consolidated statements. BUTLER NATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED January 31, 2002 2001 (unaudited) (unaudited) Net sales $ 7,373,985 $ 3,876,028 Cost of sales 4,364,668 2,893,018 ---------- ---------- 3,009,317 983,010 Selling, general and administrative expenses 1,740,974 1,618,594 ---------- ---------- Operating income (loss) 1,268,343 (635,584) Other income (expense) Interest expense (262,180) (249,108) Interest revenue 103,708 97,569 Other 17,383 21,034 ---------- ---------- Other expense (141,089) (130,505) Income (loss) before taxes 1,127,255 (766,088) Provision for income taxes 11,000 - ---------- ---------- Net income (loss) $ 1,116,255 $ (766,088) Basic earnings (loss) per common share $ 0.03 $ (0.03) Shares used in per share calculation 35,120,594 29,070,716 Diluted earnings (loss) per common share $ 0.03 $ (0.03) Shares used in per share calculation 35,120,594 29,070,716 The accompanying notes are an integral part of these condensed consolidated statements. BUTLER NATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED January 31, 2002 2001 (unaudited) (unaudited) Cash flows from operating activities: Net income (loss) $ 1,116,205 $ (766,088) Adjustments to reconcile net income (loss) to net cash provided by (used in) operations: Depreciation 126,402 146,675 Amortization - 45,332 Other 11,000 - Changes in assets and liabilities: Accounts receivable 417,856 189,041 Contracts in process - 385,500 Inventories 555,546 60,762 Prepaid expenses and other current assets 5,927 (153,448) Other assets and other (2,555) - Accounts payable (661,441) (47,834) Customer deposits (167,530) (366,673) Accrued liabilities 188,584 (142,036) Note payable - 350,000 ----------- ----------- Cash provided by (used in) operations $ 1,589,994 $ (298,769) Cash flows from investing activities: Capital expenditures, net (53,762) - Indian Gaming Developments 544,356 150,316 Supplemental Type Certificates $ (10,520) - ----------- ----------- Cash used in investing activities $ 480,074 $ 150,316 Cash flows from financing activities: Net borrowings under promissory note 116,367 103,037 Proceeds from long-term debt 751,000 123,088 Repayments of long-term debt and lease obligations (2,369,424) (186,961) ----------- ----------- Cash provided by (used in) financing activities $ (1,502,057) $ 39,164 Net increase (decrease) in cash 568,011 (109,289) Cash, beginning of period 108,071 160,090 Cash, end of period $ 676,082 $ 50,801 Supplemental disclosures of cash flow information Interest paid $ 262,180 $ 347,312 Income taxes paid - - The accompanying notes are an integral part of these condensed consolidated statements. BUTLER NATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of the management of the Company, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. Operating results for the three months and nine months ended January 31, 2002 are not indicative of the results of operations that may be expected for the year ending April 30, 2002. Certain reclassifications within the condensed financial statement captions have been made to maintain consistency in presentation between years. 2. Indian Gaming: The Company is advancing funds for the establishment of Indian gaming. These funds have been capitalized in accordance with Statements of Financial Accounting Standards (SFAS) 67 "Accounting for Costs and Initial Rental Operations of Real Estate Projects." Such standard requires costs associated with the acquisition, development, and construction of real estate and real estate-related projects to be capitalized as part of that project. The realization of these advances is predicated on the ability of the Company and their Indian gaming clients to successfully open and operate the proposed casinos. There is no assurance that the Company will be successful. The inability of the Company to recover these advances could have a material adverse effect on the Company's financial position and results of operations. Advances to the tribes and for gaming developments are capitalized and recorded as receivables from the tribes. These receivables, shown as Advances for Indian Gaming Development on the balance sheet, represent costs to be reimbursed to the Company pending approval of Indian gaming in several locations. The Company has agreements in place which require payments to be made to the Company for the respective projects upon opening of Indian gaming facilities. Once gaming facilities have gained proper approvals, the Company will enter into note receivable arrangements with the tribe to secure reimbursement of advanced funds to the Company for the particular project. The Company currently has one note receivable shown as Note Receivable From Indian Gaming Development on the condensed consolidated balance sheet. Reserves are recorded for Indian Gaming Development costs that cannot be determined whether reimbursement from the Tribes will occur. We have agreements with the Tribes to be reimbursed for all costs incurred by us to develop gaming when the facilities are constructed and opened. Because the Stables represents the only operations opened, there is uncertainty as to whether reimbursement on all remaining costs that have been reserved will occur. It is our policy therefore, to reduce the respective reserves as reimbursement from the Tribes is collected. The Company has capitalized approximately $1,880,168 and $1,861,376 at January 31, 2002 and April 30, 2001 respectively, related to the development of Indian gaming facilities. These amounts are net of reserves of $2,718,928 in fiscal year 2002 and 2001, which were established to reserve for potentially unreimburseable costs. In the opinion of management, the net advances will be recoverable through the gaming activities. Current economic projections for the gaming activities indicate adequate future cash flows to recover the advances. In the event the Company and its Indian clients are unsuccessful in establishing such operations, these net recorded advances will be recovered through the liquidation of the associated assets. The Company has title to land purchased for Indian gaming. These tracts, currently owned by the Company, could be sold to recover costs in the projects. As a part of a Management Contract approved by the National Indian Gaming Commission (NIGC) on January 14, 1997, between the Company's (then) wholly owned subsidiary, Butler National Service Corporation, and the Miami Tribe of Oklahoma and the Modoc Tribe of Oklahoma (the Tribes), the Company agreed to convert their current unsecured receivable from the Tribes to a secured note receivable with the Tribes of $3,500,000 at 2 percent over prime, to be repaid over five years, for the construction of the Stables gaming establishment and reimbursement for previously advanced funds. Security under the contract includes the Tribes' profits from all tribal gaming enterprises and all assets of the Stables except the land and building. The Company is currently receiving payments on the note on the Stables' operation. Amounts to be received on the notes are 2002 - $468,137; 2003 - $647,285; and 2004 -$638,041. 3. Quasi Reorganization: After completing a three-year program of restructuring the Company's operation, on October 31, 1992, the Company adjusted the accumulated deficit (earned surplus benefit) to a zero balance thereby affording the Company a "fresh start." No assets or liabilities required adjustment in this process as they had been recorded at fair value. The amount of accumulated deficit eliminated as of October 31, 1992, was $11,938,813. Upon consummation of the reorganization, all deficits in the surplus accounts were eliminated against paid-in capital. 4. Earnings Per Share: Earnings per common share is based on the weighted average number of common shares outstanding during the year. Stock options, convertible preferred, and convertible debentures have been considered in the dilutive earnings per share calculation, but not used in 2001 and 2000 because they are anti-dilutive. 5. Research and Development: The Company charges to operations research and development costs. The amount charged in the quarter ended January 31, 2002 was approximately $328,000 and for the nine months was approximately $686,000. The rest of this page intentionally left blank. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Third quarter fiscal 2002 compared to third quarter fiscal 2001 Overview: Consolidated sales were $7,373,985 for the nine months ended January 31, 2002 compared to $3,876,028 for the nine months ended January 31, 2001, an increase of (90%). Sales for the third fiscal quarter were $1,453,272 compared to $2,167,266 for the quarter ended January 31, 2001. Sales for the nine month period increased in the Avionics segment (997%), increased in the Aircraft Modifications segment (15%), and increased in the Monitoring Services segment (4%). The Company recorded a net income from continuing operations of $1,116,255 for the first nine months of fiscal 2002 compared to a net loss from continuing operations of $766,088 in the same period of fiscal 2001. Selling, General and Administrative expenses were $421,669 for the current quarter, a decrease of $367,556 from the prior year. Discussion of the specific changes by operation at each business segment follows: Aircraft Modifications: Sales from the Aircraft Modifications business segment increased $420,061 (15.5%) from $2,710,545 in the first nine months of the prior fiscal year to $3,130,606 in the first nine months of fiscal 2002. Modified aircraft sales were $1,425,000 in the second quarter. Gross profit decreased from $663,684 in the nine months ending January 31, 2001 to $303,041 in the nine months ending January 31, 2002. Third quarter fiscal 2002 sales were $454,606 compared to $1,751,432 in fiscal 2001. Third quarter gross profit was $(61,980) and $769,901, respectively. Sales and the related gross profit were considerably lower in fiscal 2002 than the previous year because of depressed economic conditions in this segment. This segment depends upon air freight operators for a major part of the business. Since the 9-11 event, this business has been non- existent. Avionics: Avionics unit sales were $2,675,372 for the nine months ended January 31, 2002 compared to $209,652 in the comparable period of the preceding year, an increase of (997%). Operating profits for the nine months ended January 31, 2002, were $1,577,729 compared to $44,882 for the nine months ended January 31, 2001. The Company believes the sales volume related to switching unites will remain relatively stable. Growth from new products may come over the next few years. As reported on October 12, 2000, Avionics added the Transient Suppression Device (TSD) to its line of Classic Aviation Products. Avionics expects to equip approximately 150 Boeing 737 classic aircraft with the Butler National TSD during fiscal year 2003. Currently, the TSD order backlog is approximately $1,000,000 including some unsigned orders in the final closing phases. Avionics expects to ship the current backlog by April 30, 2003. Avionics may need additional working capital to finance the increased level of business. There can be no assurance that the additional financing will be available or that all the pending orders will be completed. SCADA Systems and Monitoring Services: Sales for the nine months ended January 31, 2002 were $902,330 compared to sales of $870,379 for the comparable period of the prior year an increase of 3.7%. Operating profit for the nine months was $381,945 compared to $315,106 for the nine months ended January 31, 2001. Fluctuations above the basic service business revenues are expected from quarter to quarter and year to year. Temporary Services: This segment did not recognize any revenue in the first nine months of fiscal 2002 and fiscal 2001. Indian Gaming Management (a division of Butler National Corporation): This segment earned net management fees and interest income of $168,952 during the quarter and $341,887 for the first nine months and incurred no expenses during the current quarter. In the first nine months of fiscal 2002 $12,341 was expensed for general and administrative expenses associated with its continued efforts to explore service opportunities related to the Indian Gaming Act of 1988. COSTS AND EXPENSES Operating expenses (selling, general and administrative): Expenses in the nine months ended January 31, 2002, were $1,740,974 or 41% of sales compared to $1,618,594 or 42% of sales for the nine months ended January 31, 2001, an increase of $122,380 or 8%. This increase was related to additional research and development costs of approximately $686,000. Interest expense for the nine months ended January 31, 2002, increased $13,072 from $249,108 in the first nine months of the prior year to $262,180. The Company continues to use its line of credit to maintain operations. Other income (expense) is income of $4 in the quarter ended January 31, 2002, versus income of $18,853 in the quarter ended January 31, 2001. The Company employed 57 at January 31, 2002, and 59 at January 31, 2001. EARNINGS The Company recorded a profit of $1,116,255 in the nine months ended January 31, 2002. This is comparable to a loss of $766,088 in the nine months ended January 31, 2001. Earnings per share is a gain of $.03 and a loss of $.03 for the nine months ending January 31, 2002, and January 31, 2001, respectively. LIQUIDITY AND CAPITAL RESOURCES Borrowed funds have been used primarily for working capital. Bank (Industrial State Bank) debt related to the Company's operating line was $414,957 at January 31, 2002, and was $468,210 at January 31, 2001. The Company's unused line of credit was approximately $85,043 as of January 31, 2002 and approximately $31,790 as of January 31, 2001. The interest rate on the Company's line of credit is prime plus two, as of March 14, 2002, the interest rate is 7.5%. The Company plans to continue using the promissory notes to fund working capital. The Company believes the extensions will continue and does not anticipate the repayment of these notes in fiscal 2002. The extensions of the promissory notes payable is consistent with prior years. If the Bank were to demand repayment of the notes payable the Company currently does not have enough cash to pay off the notes without materially adversely affecting the financial condition of the Company. The Company does not, as of January 31, 2002, have any material commitments for other capital expenditures other than the Management Services segment's requirements under the terms of the Indian Gaming Management Agreements. These requirements are further described in this section. Depending upon the development schedules, the Company, through Management Services, will need additional funds to complete its currently planned Indian gaming opportunities through its affiliate, Butler National Service Corporation. The Company will use current cash available, and additional funds, for the start up and construction of gaming facilities. The Company anticipates initially obtaining these funds from: internally generated working capital and borrowings. After a few gaming facilities become operational, gaming operations will generate additional working capital for the start up and construction of other gaming facilities. The Company expects that its start up and construction financing of gaming facilities will be replaced by other financial lenders, long term financing through debt issue, or equity issues. Avionics and Modifications continue to add new product lines to its Classic Aviation Products group. Avionics may need additional working capital to finance the expected increased level of business. There can be no assurance that the additional financing will be available or that all the pending orders will be completed. The Company was initially listed in the National Over-the-Counter market in 1969, under the symbol "BUTL". Effective June 8, 1992, the symbol was changed to "BLNL". On February 24, 1994, it was listed on the small cap market under the symbol "BUKS". The Company's common stock was delisted from the small cap category effective January 1, 1999, and is now listed in the Over-the-Counter (OTCBB) category. The rest of this page intentionally left blank. FORWARD LOOKING INFORMATION The information set forth below includes "forward-looking" information as outlined in the Private Securities Litigation Reform Act of 1995. The Cautionary Statements, filed by the Company as Exhibit 99 to the April 30, 2001 Form 10-K, are incorporated herein by reference and you are specifically referred to such Cautionary Statements for a discussion of factors which could affect the Company's operations and forward-looking statements contained herein. PART II. OTHER INFORMATION Responses to items 1, 3, and 5 are omitted since these items are either inapplicable or the response thereto would be negative. Item 2. Changes in Securities None Item 4 Submission of Matters to Vote of Security Holders The Company held the annual meeting of shareholders on January 29, 2002. In addition to the election of directors, the following items were submitted to and approved by the shareholders. The ratification of the selection of Weaver & Martin LLC as auditors for the fiscal year ending April 30, 2002. The consideration and vote upon a proposal to increase our authorized number of shares of Common Stock of the Company from 40,000,000 to 100,000,000 shares and increase our authorized number of shares of Preferred Stock from 200,000 to 50,000,000 shares. The consideration and vote upon a proposal to approve changing the Company's state incorporation from Delaware to Kansas by merging into a wholly owned subsidiary of Butler National Corporation which is a Kansas corporation. Item 6. Exhibits and reports on Form 8-K. (A) Exhibits. 3.1 Articles of Incorporation, as amended are incorporated by reference to Exhibit 3.1 of the Company's Form 10-K for the year ended April 30, 1988. 3.2 Bylaws, as amended, are incorporated by reference to Exhibit 3.2 of the Company's Form 10-K for the Statement dated August 16, 1996. 99 Exhibit Number 99. Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995, are incorporated by reference to Exhibit 99 of the Form 10-K for the fiscal year ended April 30, 2000. 27.1 Financial Data Schedule (EDGAR version only). Filed herewith. The Company agrees to file with the Commission any agreement or instrument not filed as an exhibit upon the request of the Commission. (B) Reports on Form 8-K. The Company reported on Form 8-K, dated December 18, 2001, reporting under Item 5, the issue of a press release related to the Company's filing of it's second quarter Form 10-Q for fiscal year 2002. The Company reported on Form 8-K, dated December 18, 2001, reporting under item 5, the issue of a press release related to the Company's Aircraft Cockpit Shield Door. 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. BUTLER NATIONAL CORPORATION (Registrant) March 14, 2002 /S/ Clark D. Stewart Date Clark D. Stewart (President and Chief Executive Officer) March 14, 2002 /S/ Angela Seba Date Angela Seba (Chief Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----