UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X]
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended: March 31, 2003
or
[ ]
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ______________ to ______________
Commission File Number: 000-25939
THE KELLER MANUFACTURING COMPANY, INC.
(Exact name of registrant as specified in its charter)
| Indiana | 35-0435090 | |
|
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
| 701 N. Water Street, Corydon, Indiana | 47112 | |
| (Address of principal executive offices) | (Zip Code) | |
| (812) 738-2222 | ||
|
(Registrant's telephone number, including area code) |
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 by check mark whether the registrant is an accelerated filed (as defined in Rule 12b-2 of the Exchange Act): Yes [ ] No [X]
As of May 1, 2003, the registrant had 5,269,111 Common shares of Common Stock, no par value, outstanding.
TABLE OF CONTENTS
| PART I |
| Item 1. | Financial Statements: |
|
Consolidated Balance Sheets as of March 31, 2003, March 31, 2002 and December 31, 2002 |
3 |
|
Consolidated Statements of Operations for the Three Months Ended March 31, 2003 and 2002 |
4 |
|
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002 |
5 |
| Notes to Consolidated Financial Statements | 6 |
| Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
7 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 8 |
| Item 4. | Controls and Procedures | 8 |
| PART II |
| Item 1. | Legal Proceedings | 9 |
| Item 2. | Changes in Securities and Use of Proceeds | 9 |
| Item 3. | Defaults Upon Senior Securities | 8 |
| Item 4. | Submission of Matters to a Vote of Security Holders | 9 |
| Item 5. | Other Information | 9 |
| Item 6. | Exhibits and Reports on Form 8-K | 9 |
| Signatures | 10 |
| CEO Certification | 11 |
| CFO Certification | 12 |
| Index to Exhibits | 13 |
| MARCH 31 | DECEMBER 31 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2003 |
2002 |
2002 | ||||||||||||
| (Unaudited) | ||||||||||||||
| ASSETS | ||||||||||||||
| CURRENT ASSETS: | ||||||||||||||
| Cash and cash equivalents | $ | 2,501,590 | $ | 3,501,581 | $ | 3,172,234 | ||||||||
| Investments available for sale | 1,747,251 | 1,253,437 | ||||||||||||
| Accounts receivable, less allowance for doubtful accounts of | ||||||||||||||
| $420,000 (March 31, 2003), $788,000 (March 31, 2002) and | ||||||||||||||
| $420,000 (December 31, 2002) | 4,053,920 | 5,334,724 | 3,807,817 | |||||||||||
| Inventories | 8,639,792 | 13,165,652 | 9,788,948 | |||||||||||
| Current deferred tax asset | 991,607 | 781,783 | 897,451 | |||||||||||
| Income taxes receivable | 2,301,639 | 1,013,216 | 2,301,639 | |||||||||||
| Other current assets | 185,988 | 457,202 | 182,777 | |||||||||||
| Total current assets | 20,421,787 | 24,254,158 | 21,404,303 | |||||||||||
| PROPERTY, PLANT AND EQUIPMENT - net | 8,263,749 | 9,801,010 | 8,490,457 | |||||||||||
| NET ASSETS AVAILABLE FOR SALE | 661,048 | 661,048 | ||||||||||||
| PREPAID PENSION COSTS | 1,627,581 | |||||||||||||
| TOTAL | $ | 29,346,584 | $ | 35,682,749 | $ | 30,555,808 | ||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||
| CURRENT LIABILITIES: | ||||||||||||||
| Accounts payable | $ | 480,055 | $ | 1,036,945 | $ | 660,165 | ||||||||
| Commissions, salaries and withholdings | 420,292 | 547,659 | 436,889 | |||||||||||
| Accrued vacation | 545,212 | 699,268 | 547,895 | |||||||||||
| Accrued pension liability | 508,477 | 450,647 | ||||||||||||
| Allowances for sales returns | 303,742 | 245,000 | 347,981 | |||||||||||
| Restructuring reserve | 57,330 | 242,299 | ||||||||||||
| Other current liabilities | 1,157,253 | 939,457 | 1,424,337 | |||||||||||
| Total current liabilities | 3,472,361 | 3,468,329 | 4,110,213 | |||||||||||
| LONG-TERM LIABILITIES: | ||||||||||||||
| Accrued pension liability | 1,339,255 | 1,339,255 | ||||||||||||
| Deferred income taxes | 180,085 | 1,301,121 | 241,989 | |||||||||||
| Other long-term liabilities | 107,890 | 107,890 | ||||||||||||
| Total liabilities | 5,099,591 | 4,769,450 | 5,799,347 | |||||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||||||
| STOCKHOLDERS' EQUITY: | ||||||||||||||
| Common stock - no par value, authorized, 40,000,000 shares, | ||||||||||||||
| issued and outstanding 5,269,111 (March 31, 2003), 5,414,111 | ||||||||||||||
| (March 31, 2002) and 5,301,611 (December 31, 2002) | 1,699,863 | 1,746,646 | 1,710,350 | |||||||||||
| Accumulated other comprehensive loss | (1,874,914 | ) | (1,874,914 | ) | ||||||||||
| Retained earnings | 24,422,044 | 29,166,653 | 24,921,025 | |||||||||||
| Total stockholders' equity | 24,246,993 | 30,913,299 | 24,756,461 | |||||||||||
| TOTAL | $ | 29,346,584 | $ | 35,682,749 | $ | 30,555,808 | ||||||||
See notes to consolidated financial statements.
- - 3 -
| THREE MONTHS ENDED MARCH 31 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2003 | 2002 | |||||||
| (Unaudited) | ||||||||
| NET SALES | $ | 7,837,469 | $ | 9,682,467 | ||||
| COST OF SALES | 7,018,742 | 8,928,305 | ||||||
| GROSS PROFIT | 818,727 | 754,162 | ||||||
| SELLING, GENERAL AND ADMINISTRATIVE | 1,332,660 | 1,872,693 | ||||||
| OPERATING LOSS | (513,933 | ) | (1,118,531 | ) | ||||
| OTHER INCOME (EXPENSE): | ||||||||
| Interest income | 8,727 | 8,252 | ||||||
| Interest expense | (5,350 | ) | (104 | ) | ||||
| Other | 14,135 | 64,387 | ||||||
| Other income, net | 17,512 | 72,535 | ||||||
| LOSS BEFORE INCOME TAXES | (496,421 | ) | (1,045,996 | ) | ||||
| INCOME TAX BENEFIT | (155,880 | ) | (353,932 | ) | ||||
| NET LOSS | $ | (340,541 | ) | $ | (692,064 | ) | ||
| NET LOSS PER SHARE OF COMMON STOCK, | ||||||||
| basic and dilutive - | ||||||||
| based on weighted average number of shares | ||||||||
| outstanding of 5,299,983 (2003) | ||||||||
| 5,414,111 (2002) | $ | (0.06 | ) | $ | (0.13 | ) | ||
See notes to the consolidated financial statements.
- - 4 -
| THREE MONTHS ENDED MARCH 31 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2003 |
2002 |
||||||||||
| (Unaudited) | |||||||||||
| OPERATING ACTIVITIES: | |||||||||||
| Net loss | $ | (340,541 | ) | $ | (692,064 | ) | |||||
| Adjustments to reconcile net loss to net cash | |||||||||||
| provided by operating activities: | |||||||||||
| Depreciation | 294,768 | 332,100 | |||||||||
| Deferred income taxes | (156,060 | ) | (220,457 | ) | |||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | (246,103 | ) | 143,090 | ||||||||
| Inventories | 1,149,156 | 660,497 | |||||||||
| Income taxes receivable | 563,080 | ||||||||||
| Other current assets | (3,211 | ) | (299,186 | ) | |||||||
| Prepaid pension costs | 147,928 | ||||||||||
| Accounts payable | (180,110 | ) | 512,026 | ||||||||
| Commissions, salaries and withholdings and accrued vacation | (19,280 | ) | 90,101 | ||||||||
| Allowance for sales returns | (44,239 | ) | |||||||||
| Other current liabilities | (394,223 | ) | (54,982 | ) | |||||||
| Net cash provided by operating activities | 60,157 | 1,182,133 | |||||||||
| INVESTING ACTIVITIES: | |||||||||||
| Purchases of investments held for sale | (493,814 | ) | |||||||||
| Purchases of property, plant and equipment | (68,060 | ) | (82,360 | ) | |||||||
| Net cash used in investing activities | (561,874 | ) | (82,360 | ) | |||||||
| FINANCING ACTIVITIES: | |||||||||||
| Purchase of treasury stock | (76,144 | ) | |||||||||
| Dividends paid | (92,783 | ) | (189,504 | ) | |||||||
| Net cash used in financing activities | (168,927 | ) | (189,504 | ) | |||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (670,644 | ) | 910,269 | ||||||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 3,172,234 | 2,591,312 | |||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 2,501,590 | $ | 3,501,581 | |||||||
| CASH PAID (RECEIVED) DURING THE PERIOD FOR: | |||||||||||
| Interest | $ | $ | |||||||||
| Income taxes | $ | $ | (698,000 | ) | |||||||
See notes to the consolidated financial statements.
- - 5 -
THE KELLER MANUFACTURING COMPANY, INC., AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2003 AND 2002
The interim financial statements are unaudited and reflect all adjustments (consisting solely of normal recurring adjustments) that, in the opinion of management, are necessary for a fair statement of results for the interim periods presented in conformity with accounting principles generally accepted in the United States of America. This report should be read in conjunction with the audited consolidated financial statements included in the Form 10-K filed by the Company with the Securities and Exchange Commission (“SEC”) for the year ended December 31, 2003. The results of operations for the three months ended March 31, 2003 are not necessarily indicative of the results to be expected for the full year ending December 31, 2003 or any other interim period.
The following is a summary of the major classes of inventories:
| March 31, 2003 |
March 31, 2002 |
December 31, 2002 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Raw materials | $ | 2,568,930 | $ | 4,144,562 | $ | 3,122,773 | |||||
| Work-in-process | 3,972,285 | 5,807,833 | 3,653,633 | ||||||||
| Finished goods | 2,098,577 | 3,213,257 | 3,012,542 | ||||||||
| Net inventories | $ | 8,639,792 | $ | 13,165,652 | $ | 9,788,948 | |||||
In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” This statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” The Company adopted this statement effective January 1, 2003. Management has concluded that the adoption of this statement did not have a material effect on the Company’s financial position or results of operations.
Note 4. Disclosure of Certain Significant Risks and Uncertainties
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and concentrations in products, sources of supply and markets that could affect the consolidated financial statements and future operations of the Company.
- - 6 -
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
This discussion contains statements that constitute forward looking statements within the meaning of the securities laws. Such statements may include statements regarding the intent, belief or current expectations of The Keller Manufacturing Company, Inc. (the “Company”) or its officers with respect to (i) the Company’s strategic plans, (ii) the policies of the Company regarding capital expenditures, financing or other matters, and (iii) industry trends affecting the Company’s financial condition or results of operations. Readers of this discussion are cautioned that any such forward looking statements are not guarantees of future performance and involve risks and uncertainties and that actual results may differ materially from those in the forward looking statements as a result of various factors. This section presents an analysis of the consolidated financial condition of the Company as of March 31, 2003, March 31, 2002, and December 31, 2002 and the consolidated results of operations for the three month period ended March 31, 2003 and 2002. This discussion should be read in conjunction with the consolidated financial statements and other financial data presented elsewhere herein and with the financial statements and other financial data as well as the Management’s Discussion and Analysis of Financial Condition and Results of Operations included the Company’s December 31, 2002 Annual Report to Shareholders.
The following table sets forth, for the periods indicated, consolidated statement of income data as a percentage of net sales.
|
THREE MONTHS ENDED MARCH 31 | ||
|---|---|---|
| 2003 | 2002 | |
| Net Sales | 100.0% | 100.0% |
| Cost of Sales | 89.6% | 92.2% |
| Gross Profit | 10.4% | 7.8% |
| Selling, General and Administrative | 17.0% | 19.3% |
| Operating Loss | (6.6)% | (11.6)% |
| Other Income, Net | * | * |
| Loss Before Taxes | (6.3)% | (10.8)% |
| Income Tax Benefit | (2.0)% | (3.7)% |
| Net Loss | (4.3)% | (7.1)% |
Three Months Ended March 31, 2003, compared to three months ended March 31, 2002
Net Sales. Net sales decreased by approximately $1.8 million from the first quarter 2002 to the first quarter 2003 from approximately $9.6 million to approximately $7.8 million. This was a decrease of approximately 18.8% in net sales. The primary factor for the decrease in net sales was a decrease in orders resulting from the continued general slow down in the economy. Orders decreased by approximately 45.2% in the first quarter 2003 as compared to the first quarter 2002.
* Less than 1%.
- - 7 -
Cost of Sales. Cost of sales as a percentage of net sales decreased to 89.5% for the first quarter 2003, down from 92.2% for the first quarter 2002. The decrease in cost of sales as a percentage of net sales resulted from lower cost of sales due to the Culpeper Plant shut down. Actual cost of sales was approximately $7.0 million for the first quarter 2003 and approximately $8.9 million the first quarter 2002. For the first quarter 2003 compared to the first quarter 2002, direct labor and material cost decreased by approximately $0.6 million, while manufacturing fixed cost was reduced by approximately $0.9 million and manufacturing variable cost was reduced by approximately another $0.4 million. These reductions are largely attributable to the closing of the Culpeper Plant.
Selling, General and Administrative Expenses (S G & A). S G & A decreased by approximately $0.5 million for the first quarter of 2003 as compared to the first quarter of 2002. As a percentage of net sales, S G & A decreased from 19.3% for the first quarter 2002 to 17.0% for the first quarter 2003. This decrease was the result of a reduction by the Company of sales commissions, advertising expense, and salaries.
Net Income (Loss). As a result of the above factors, net loss for the first quarter 2003 was approximately $0.3 million as compared to approximately $0.7 million for the first quarter 2002.
Net working capital decreased from approximately $20.8 million at March 31, 2002, to approximately $16.9 million at March 31, 2003. The current ratio decreased slightly from 7.0 at March 31, 2002 to 5.9 at March 31, 2003. Inventory decreased from March 31, 2002 to March 31, 2003 by approximately $4.5 million. This decrease in inventory primarily resulted from lower production volumes due to lower sales volume and management’s decision to operate at a reduced inventory level. Accounts receivable decreased from March 31, 2002 to March 31, 2003 by approximately $1.3 million. This decrease in accounts receivable primarily resulted from lower sales volume. The Company anticipates being able to fund its financing and investing activities from cash generated from operations.
Beginning in the fourth quarter of 2002, the Company invested $3,000,000 of its excess cash flow with Hilliard Lyons for an improved return on its cash balance.
Not applicable.
Within 90 days prior to the filing date of this report, the Company performed an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness and the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 (the "Exchange Act"). Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company’s periodic SEC filings. Since the date of the Company’s most recent evaluation, there were no significant changes in the Company’s internal disclosure controls or in other factors that could significantly affect these controls, including any corrective actions with regard to significant deficiencies and material weaknesses.
"Disclosure controls and procedures" is defined by Rule 13a-14(c) of the Exchange Act as controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
- - 8 -
Not Applicable
Not Applicable
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Dividend Action
The Board of Directors approved a dividend of $0.0175 per share for the first quarter 2003 at their April 25, 2003 meeting, for shares owned as of the record date of May 9, 2003, payable on May 19, 2003.
(a) Exhibits. See Index to Exhibits
(b) Reports on Form 8-K. No report on Form 8-K was filed during the quarter for which this report is filed.
- - 9 -
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.
|
Dated: May 15, 2003 Dated: May 15, 2003 |
THE KELLER MANUFACTURING COMPANY, INC. /s/ Steven W. Robertson Steven W. Robertson President and Chief Executive Officer /s/ Danny L. Utz Danny L. Utz Vice President, Finance Chief Financial Officer |
- - 10 -
I, Steven W. Robertson, Chief Executive Officer of The Keller Manufacturing Company, Inc. ("Keller") certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Keller; |
| 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of Keller as of, and for, the periods presented in this quarterly report; |
| 4. | Keller’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-4) for Keller and we have: |
| a) |
designed such disclosure controls and procedures to ensure that
material information relating to Keller, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
|
| b) |
evaluated the effectiveness of Keller’s disclosure controls and procedures
as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date");
and |
| c) |
presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
| 5. | Keller’s other certifying officer and I have disclosed, based on our most recent evaluation, to Keller’s auditors and the Audit Committee of Keller’s Board of Directors: |
| a) |
all significant deficiencies in the design or operation of internal controls
which could adversely affect Keller’s ability to record, process, summarize
and report financial data, and have identified for Keller’s auditors any
material weaknesses in internal controls; and |
| b) |
any fraud, whether or not material, that involves management or other employees
who have a significant role in Keller’s internal controls; and |
| 6. | Keller’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
|
/s/ Steven W. Robertson Signature of CEO Steven W. Robertson Printed Name of CEO May 15, 2003 (Date) |
- - 11 -
I, Danny L. Utz, CFO of The Keller Manufacturing Company, Inc. ("Keller") certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Keller; |
| 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of Keller as of, and for, the periods presented in this quarterly report; |
| 4. | Keller’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-4) for Keller and we have: |
| a) |
designed such disclosure controls and procedures to ensure that material
information relating to Keller, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared; |
| b) |
evaluated the effectiveness of Keller’s disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and |
| c) |
presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
|
| 5. | Keller’s other certifying officer and I have disclosed, based on our most recent evaluation, to Keller’s auditors and the Audit Committee of Keller’s Board of Directors: |
| a) |
all significant deficiencies in the design or operation of internal controls
which could adversely affect Keller’s ability to record, process, summarize
and report financial data, and have identified for Keller’s auditors any
material weaknesses in internal controls; and |
| b) |
any fraud, whether or not material, that involves management or other employees
who have a significant role in Keller’s internal controls; and |
| 6. | Keller’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
|
/s/ Danny L. Utz Signature of CFO Danny L. Utz Printed Name of CFO May 15, 2003 (Date) |
- - 12 -
| Exhibit Number |
Description of Exhibit |
|---|---|
| 3.01 |
Restated Articles of Incorporation of the Company (Incorporated by
reference to Exhibit 3.01 to the Company's Amendment No. 2 to its registration
statement on Form 10 filed July 23, 1999, File No. 000-25939) |
| 3.02 |
Articles of Amendment of the Restated Articles of Incorporation of the
Company (Incorporated by reference to Exhibit 3.02 to the Company's Amendment
No. 2 to its registration statement on Form 10, filed July 23, 1999, File No.
000-25939) |
| 3.03 |
Articles of Amendment of the Restated Articles of Incorporation of the
Company (Incorporated by reference to Exhibit 3.03 to the Company's Amendment
No. 2 to its registration statement on Form 10, filed July 23, 1999, File No.
000-25939) |
| 3.04 |
Bylaws of the Company (Incorporated by reference to Exhibit 3.04 to
the Company's Amendment No. 2 to its registration statement on Form 10, filed
July 23, 1999, File No. 000-25939) |
| 4.01 |
Form of Shareholders Rights Agreement, dated as of December 18, 1998,
by and between the Company and J.J.B. Hilliard, W.L. Lyons, Inc. as Rights Agent
(Incorporated by reference to Exhibit 4.01 to the Company's Amendment No. 2 to
its registration statement on Form 10, filed July 23, 1999, File No.
000-25939) |
| 4.02 |
See Article IV of the Restated Articles of Incorporation of the
Company found in Exhibit 3.01 (Incorporated by reference to Exhibit 4.02 to the
Company's Amendment No. 2 to its registration statement on Form 10, filed July
23, 1999, File No. 000-25939) |
| 4.03 |
See Article II of the Bylaws of the Company found in Exhibit 3.04
(Incorporated by reference to Exhibit 4.03 to the Company's Amendment No. 2 to
its registration statement on Form 10, filed July 23, 1999, File No.
000-25939) |
| 10.01 |
Form of "Lease of Space in International Home Furnishings Center"
dated as of May 1, 1999, by and between the Company and International Home
Furnishings Center, Inc. (Incorporated by reference to Exhibit 10.01 to the
Company's Amendment No. 2 to its registration statement on Form 10, filed July
23, 1999, File No. 000-25939) |
| 10.02 |
Form of Lease Agreement by and between 1355 Market Street Associates,
L.P. d/b/a San Francisco Mart and the Company. (Incorporated by reference to
Exhibit 10.02 to the Company's Amendment No. 2 to its registration statement on
Form 10, filed July 23, 1999, File No. 000-25939) |
| 10.03 |
Form of "Effective Management Systems, Inc. Software License,
Professional Services and Support Purchase Agreement" dated as of July 6, 1998,
by and between the Company and Effective Management Systems, Inc. (Incorporated
by reference to Exhibit 10.03 to the Company's Amendment No. 2 to its
registration statement on Form 10, Filed July 23, 1999, File No.
000-25939) |
- - 13 -
| Exhibit Number |
Description of Exhibit |
|---|---|
| 10.04 |
Form of "Extended Hour Support Agreement" by and between the Company
and Effective Management Systems, Inc., dated as of July 6, 1998, by and between
the Company and Effective Management Systems, Inc. (Incorporated by reference to
Exhibit 10.03 to the Company's Amendment No. 2 to its registration statement on
Form 10, Filed July 23, 1999, File No. 000-25939) |
| 10.05 |
Form of "Lease Agreement" by and between the Company and Trailer
Leasing Company. (Incorporated by reference to Exhibit 10.05 to the Company's
Amendment No. 2 to its registration statement on Form 10, filed July 23, 1999,
File No. 000-25939) |
| 10.06 |
Form of "Ryder Truck Rental, Inc. Truck Lease and Service Agreement"
by and between the Company and Ryder Truck Rental, Inc. with accompanying
schedules (Incorporated by reference to Exhibit 10.06 to the Company's Amendment
No. 2 to its registration statement on Form 10, filed July 23, 1999, File No.
000-25939) |
| 10.07 |
Schedules to Exhibits 10.04 and 10.05. (Incorporated by reference to
Exhibit 10.07 to the Company's Amendment No. 2 to its registration statement on
Form 10, filed July 23, 1999, File No. 000-25939) |
| 10.08 |
The Keller Manufacturing Company, Inc. Craftsman Stock Option Plan
(Incorporated by reference to Exhibit 10.08 to the Company's Amendment No. 2 to
its registration statement on Form 10, filed July 23, 1999, File No.
000-25939) |
| 10.09 |
The Keller Manufacturing Company, Inc. Board of Directors' Stock Bonus
Awards Plan (Incorporated by reference to Exhibit 10.09 to the Company's
Amendment No. 2 to its registration statement on Form 10, filed July 23, 1999,
File No. 000-25939) |
| 10.10 |
The Keller Manufacturing Company, Inc. Incentive Program for Executive
Personnel (Incorporated by reference to Exhibit 10.10 to the Company's Amendment
No. 2 to its registration statement on Form 10, filed July 23, 1999, File No.
000-25939) |
| 99.1 |
Certification pursuant to 18 U.S.C. Section 1350,as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 |
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