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U.S SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
-----------
Quarterly Report Under Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For The Quarter Ended May 31, 2002
Commission File Number 001 - 12673
RIVIERA TOOL COMPANY
A Michigan Corporation
I.R.S. Employer Identification No. 38- 2828870
5460 Executive Parkway S.E., Grand Rapids, Michigan 49512
Telephone: (616) 698 - 2100
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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------ -----
The number of Common Shares outstanding at July 12, 2002 was 3,379,609.
PART I
FINANCIAL INFORMATION
INDEX
Page No.
Item 1. Financial Statements
Balance Sheets as of May 31, 2002 and August 31, 2001.... 3
Statements of Operations for the Three and Nine Months
Ended May 31, 2002 and 2001.............................. 4
Statements of Cash Flows for the Nine Months Ended
May 31, 2002 and 2001.................................... 5
Notes to Financial Statements............................ 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 8
Item 3. Quantitative and Qualitative Disclosures about
Market Risk - None --
PART II
OTHER INFORMATION
INDEX
Item 1. Legal Proceedings - During the quarter ended May 31, 2002 the
Company settled its litigation with Dana Corporation. Such
settlement was favorable to the Company.
Item 2. Changes in Securities - None
Item 3. Default Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None.
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8 - K.
6(a) Exhibits - None
6(b) Reports on Form 8-K - None.
2.
RIVIERA TOOL COMPANY
FINANCIAL STATEMENTS
BALANCE SHEETS
ASSETS MAY 31, AUGUST 31,
------ 2002 2001
-------------------- --------------------
CURRENT ASSETS NOTE (UNAUDITED) (AUDITED)
- -------------- ---- -------------------- --------------------
Cash.................................................................... $ 53,415 $ 282,721
Accounts receivable..................................................... 4,592,395 3,449,430
Costs net of estimated gross loss in excess
Of billings on contracts in process................................. 2 3,931,056 4,153,569
Inventories............................................................. 308,977 308,977
Prepaid expenses and other current assets............................... 198,668 97,289
--------------- ---------------
Total Current assets.......................................... 9,084,511 8,291,986
PROPERTY, PLANT AND EQUIPMENT, NET........................................ 3 14,938,198 16,146,059
PERISHABLE TOOLING........................................................ 540,818 572,822
OTHER ASSETS.............................................................. 178,060 135,770
--------------- ---------------
Total assets.................................................. $ 24,741,587 $ 25,146,637
=============== ===============
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
- -------------------
Current portion of long-term debt....................................... 4 $ 7,292,683 $ 1,875,631
Accounts payable........................................................ 575,775 898,212
Accrued liabilities..................................................... 578,281 342,007
--------------- ---------------
Total Current liabilities..................................... 8,446,739 3,115,850
LONG-TERM DEBT............................................................ 4 2,759,466 6,526,729
ACCRUED LEASE EXPENSE..................................................... 679,825 692,094
--------------- ---------------
Total liabilities............................................. 11,886,030 10,334,673
--------------- ---------------
PREFERRED STOCK - no par value, $100 mandatory redemption value:
Authorized - 5,000 shares
Issued and outstanding - no shares................................. -- --
STOCKHOLDERS' EQUITY:
Preferred stock - no par value,
Authorized - 200,000 shares
Issued and outstanding - no shares................................... -- --
Common stock - No par value:
Authorized - 9,785,575 shares 1
Issued and outstanding - 3,379,609 shares at
May 31, 2002 and August 31, 2001..................................... 15,115,466 15,115,466
Retained deficit........................................................ 1 (2,259,909) (303,502)
--------------- ---------------
Total stockholders' equity.................................... 12,855,557 14,811,964
--------------- ---------------
Total liabilities and stockholders'
equity...................................................... $ 24,741,587 $ 25,146,637
=============== ===============
See notes to financial statements
3.
RIVIERA TOOL COMPANY
STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED MAY 31, ENDED MAY 31,
----------------- -- ---------------- ----------------- -- -----------------
2002 2001 2002 2001
----------------- ---------------- ----------------- -----------------
SALES ..................................... $ 3,702,425 $ 2,301,545 $ 10,518,181 $ 9,279,578
COST OF SALES ............................. 3,565,402 3,149,592 10,704,359 11,208,182
------------ ------------ ------------ ------------
GROSS PROFIT/(LOSS) ................. 137,023 (848,047) (186,178) (1,928,604)
SELLING AND ADMINISTRATIVE EXPENSES ....... 440,943 427,070 1,284,749 1,276,818
------------ ------------ ------------ ------------
LOSS FROM OPERATIONS ................ (303,920) (1,275,117) (1,470,927) (3,205,422)
OTHER INCOME (EXPENSE)
INTEREST EXPENSE ....................... (149,769) (146,882) (486,748) (602,978)
OTHER INCOME/(EXPENSE).................. 1,057 -- 1,268 (98)
------------ ------------ ------------ ------------
TOTAL OTHER EXPENSE - NET ........... (148,712) (146,882) (485,480) (603,076)
LOSS BEFORE TAXES ON INCOME ............... (452,632) (1,421,999) (1,956,407) (3,808,498)
------------ ------------ ------------ ------------
INCOME TAX CREDIT ......................... -- (483,480) -- (1,294,889)
------------ ------------ ------------ ------------
NET LOSS AVAILABLE FOR COMMON
SHARES ................................ $ (452,632) $ (938,519) $ (1,956,407) $ (2,513,609)
============ ============ ============ ============
BASIC AND DILUTED LOSS PER COMMON SHARE ... $ (.13) $ (.28) $ (.58) $ (.74)
============ ============ ============ ============
BASIC AND DILUTED COMMON SHARES
OUTSTANDING ............................... 3,379,609 3,379,609 3,379,609 3,379,609
============ ============ ============ ============
See notes to financial statements
4.
RIVIERA TOOL COMPANY
STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE NINE MONTHS ENDED
MAY 31,
-----------------------------------------
2002 2001
------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss .......................................... $(1,956,407) $(2,513,609)
Adjustments to reconcile net loss to net cash
From operating activities:
Depreciation and amortization ................. 1,432,323 1,428,632
Deferred taxes ................................ -- (1,294,890)
(Increase) decrease in assets:
Accounts receivable ........................ (1,142,965) 1,458,004
Federal income tax receivable .............. -- 673,897
Costs and estimated gross loss in
excess of billings on contracts in
process .................................... 222,513 5,852,881
Perishable tooling ......................... 32,004 (36,424)
Prepaid expenses and other current assets .. (101,378) 88,234
Increase (decrease) in liabilities:
Accounts payable ........................... (322,437) (895,099)
Accrued lease expense ...................... (12,269) 1,752
Accrued liabilities ........................ 236,274 158,498
----------- -----------
Net cash provided by/(used in)
operating activities ............................... $(1,612,342) $ 4,921,876
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in other assets .......................... (42,290) 75,000
Additions to property, plant and equipment ........ (224,463) (554,810)
----------- -----------
Net cash used in investing activities ............... $ (266,753) $ (479,810)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (repayments) on revolving
Credit line ...................................... 2,761,763 (3,072,429)
Principal payments on notes payable to bank and
non-revolving equipment line of credit ........... (1,111,974) (1,449,032)
----------- -----------
Net cash provided by/(used in)
financing activities ............................... $ 1,649,789 $(4,521,461)
----------- -----------
NET DECREASE IN CASH ................................ $ (229,306) $ (79,395)
----------- -----------
CASH - Beginning of Period .......................... 282,721 113,699
----------- -----------
CASH - End of Period ................................ $ 53,415 $ 34,304
=========== ===========
See notes to financial statements
5.
RIVIERA TOOL COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2002
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements (the "Financial
Statements") of Riviera Tool Company (the "Company") have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission.
Accordingly, the Financial Statements do not include all the information and
footnotes normally included in the annual financial statements prepared in
accordance with generally accepted accounting principles.
In the opinion of management, the Financial Statements reflect all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
such information in accordance with generally accepted accounting principles.
These Financial Statements should be read in conjunction with the financial
statements and footnotes thereto included in the Company's Form 10-K dated
November 12, 2001, for the fiscal year ended August 31, 2001.
The results of operations for the three and nine month periods ended May 31,
2002 is not indicative of the results to be expected for the full year.
NOTE 2 - COSTS AND BILLINGS ON CONTRACTS IN PROCESS
Costs and billings on contracts in process are as follows:
MAY 31, AUGUST 31,
2002 2001
------------------ -----------------
Costs incurred on contracts in process under the
Percentage of completion method..................................... $ 9,864,622 $ 8,587,454
Estimated gross loss................................................... (650,000) (650,000)
----------------- ----------------
Total.......................................................... 9,214,622 7,937,454
Less progress payments received and progress
Billings to date.................................................... 5,302,452 3,783,885
Plus costs incurred on contracts in process under
the completed contract method....................................... 18,886 --
----------------- ----------------
Costs and estimated gross loss in excess
of billings on contracts in process.......................... $ 3,931,056 $ 4,153,569
================= ================
Included in estimated gross loss for May 31, 2002 and August 31, 2001 are jobs
with losses accrued of $952,481 and $763,980, respectively.
NOTE 3 - PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consist of the following:
MAY 31, AUGUST 31,
2002 2001
------------------ ----------------
Lease and leasehold improvements................................................ $ 1,501,015 $ 1,501,015
Office furniture and fixtures................................................... 199,175 194,993
Machinery and equipment......................................................... 22,865,936 22,865,732
Construction in Process......................................................... 230,369 23,913
Computer equipment and software................................................. 2,223,999 2,210,378
Transportation equipment........................................................ 133,365 133,365
----------------- ---------------
Total cost................................................................. 27,153,859 26,929,396
Accumulated depreciation and amortization....................................... 12,215,661 10,783,337
----------------- ---------------
Net carrying amount........................................................ $ 14,938,198 $ 16,146,059
================= ===============
6.
RIVIERA TOOL COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2002
NOTE 4 - LONG-TERM DEBT
The Company's long-term debt, which is subject to certain covenants discussed
below, consists of the following:
MAY 31, AUGUST 31,
2002 2001
------------------ -----------------
REVOLVING WORKING CAPITAL CREDIT LINE
The revolving working capital credit line is collateralized by substantially all
assets of the Company and provides for borrowing, subject to certain collateral
requirements of up to $6.5 million. The agreement requires a commitment fee of
...25% per annum on the average daily unused portion of the revolving credit line.
The credit line is due September 1, 2002, and bears interest, payable monthly,
at 1.0% above the bank's prime rate (as of May 31,
2002, an effective rate of 5.75%).......................................................$ 5,904,553 $ 3,142,790
NOTES PAYABLE TO BANK
Note payable to bank, collateralized by substantially all assets of the Company,
is due July 19, 2002, and is payable in monthly installments of $54,167 plus
interest, at either LIBOR plus 2.25% or at .25% below the bank's prime rate (as
of May 31, 2002, an effective rate of 4.5%), at the election of the
Company................................................................................. 54,167 541,667
Note payable to bank, collateralized by specific assets of the Company, payable
in monthly installments of $55,556, plus simple interest of 7.26%, due December
31, 2003................................................................................ 1,777,760 2,277,764
Note payable to bank, collateralized by specific assets of the Company, payable
in monthly installments of $16,666 plus simple interest of 8.04%, due September
1, 2004................................................................................. 466,667 616,667
NON-REVOLVING EQUIPMENT LINE OF CREDIT
$3,271,000 equipment line of credit is collateralized by specific assets of the
Company, is due November 1, 2004, and is payable in monthly installments of
$38,941 plus interest, at either LIBOR plus 2.25% or at .25% below the bank's
prime rate (as of May 31, 2002, an effective rate of 4.5%), at the election of
the Company............................................................................. 1,849,002 1,823,472
--------------- ---------------
Total long-term debt.........................................................$ 10,052,149 $ 8,402,360
Less current portion......................................................... 7,292,683 1,875,631
--------------- ---------------
Long-term debt-- Net.........................................................$ 2,759,466 $ 6,526,729
=============== ===============
The Company is required to maintain certain levels of tangible net worth, ratio
of total liabilities to tangible net worth, and earnings before interest, taxes,
depreciation and amortization and prohibit the payment of common stock cash
dividends. At May 31, 2002, the Company was not in compliance with these
covenants. The Company believes that the bank will continue its relationship
with the Company under existing terms until the Company and the bank review and
reset such covenants. The Company anticipates this will be concluded by the end
of the fourth quarter.
7.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The following table presents, for the periods therein, the components of the
Company's Statements of Operations as a percentage of sales.
FOR THE THREE MONTHS FOR THE NINE
ENDED MONTHS ENDED
MAY 31, MAY 31,
-------------------------- --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
SALES................................................. 100.0% 100.0% 100.0% 100.0%
COST OF SALES......................................... 96.3% 136.8% 101.8% 120.8%
---------- ---------- ---------- ----------
GROSS PROFIT/(LOSS) ............................ 3.7% (36.8%) (1.8%) (20.8%)
SELLING AND ADMINISTRATIVE EXPENSES................... 11.9% 18.6% 12.2% 13.8%
---------- ---------- ---------- ----------
LOSS FROM OPERATIONS............................ (8.2%) (55.4%) (14.0%) (34.6%)
OTHER EXPENSE
INTEREST EXPENSE.................................... (4.0%) (6.4%) (4.6%) (6.5%)
TOTAL OTHER EXPENSE - NET....................... (4.0%) (6.4%) (4.6%) (6.5%)
LOSS BEFORE TAXES ON INCOME........................... (12.2%) (61.8%) (18.6%) (41.1%)
INCOME TAX CREDIT..................................... - (21.0%) - (14.0%)
---------- ---------- ---------- ----------
NET LOSS.................................. (12.2%) (40.8%) (18.6%) (27.1%)
========== ========== ========== ==========
THE MATTERS DISCUSSED IN THIS QUARTERLY REPORT ON FORM 10-Q CONTAIN CERTAIN
FORWARD-LOOKING STATEMENTS. FOR THIS PURPOSE, ANY STATEMENTS CONTAINED IN THIS
REPORT THAT ARE NOT STATEMENTS OF HISTORICAL FACT MAY BE DEEMED TO BE
FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE FOREGOING, WORDS SUCH AS "MAY,"
"WILL," "EXPECT," BELIEVE," "ANTICIPATE," "UNDERSTANDING," OR "CONTINUE," THE
NEGATIVE OR OTHER VARIATION THEREOF, OR COMPARABLE TERMINOLOGY, ARE INTENDED TO
IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS BY THEIR NATURE INVOLVE
SUBSTANTIAL RISKS AND UNCERTAINTIES, AND ACTUAL RESULTS MAY DIFFER MATERIALLY
DEPENDING UPON A VARIETY OF FACTORS, INCLUDING CONTINUED MARKET DEMAND FOR THE
TYPES OF PRODUCTS AND SERVICES PRODUCED AND SOLD BY THE COMPANY.
COMPARISON OF THE THREE MONTHS ENDED MAY 31, 2002 TO THE THREE MONTHS ENDED MAY
31, 2001.
REVENUES - Revenues for the three months ended May 31, 2002 totaled $3.7 million
as compared to $2.3 million for the three months ended May 31, 2001,
8.
an increase of $1.4 million or 61%. This is a result of increased backlog of
contracts and related revenue from such backlog. During the third quarter of
2002 the Company incurred 49,140 shop floor hours, an increase of 9,109 hours or
23% over the third quarter of 2001. This quarterly increase represents the first
increase since the fourth quarter of the fiscal year ended August 31, 2000.
Since the fourth quarter of 2000, the market demand for automotive tooling
systems has declined. During this period limited contracts have been released
and of those contracts that were released, most were competitively bid and
resulted in erosion of contract pricing. These factors resulted in the Company
having lower contract revenue as well as contract margins during fiscal 2001 and
2002.
During the third quarter of 2002, the Company received letters of intent and
orders for approximately $17.6 million, bringing the estimated contract backlog
to $21.7 million, as of May 31, 2002, as compared to $9.3 million as of May 31,
2001. These letter of intents represent approximately $16.0 million of the
estimated contract backlog where the Company and its customer are finalizing the
terms of the purchase order.
COST OF SALES - Cost of sales was $3.6 million or 96% of sales for the three
months ended May 31, 2002 as compared to $3.1 million or 137% of sales for the
same period last year. The increase in gross margin was largely due to the
Company's increase in contracts and utilization.
Direct costs expense increased from $1.4 million in 2001 to $1.6 million in
2002, as a percent of sales it decreased from 60% to 42%. Direct labor expense
was $0.9 million in 2002 as compared to $0.7 million in 2001, as a percent of
sales, direct labor expense decreased from 31% in 2001 to 24% in 2002. The
Company incurred 49,140 shop floor hours during the third quarter of 2002 as
compared to 40,031 during the same period of 2001, an increase of 9,109 hours or
23%. Other direct costs decreased from $857,000 in 2001 to $689,000 in 2002, as
a percent of sales it decreased from 29% to 19%.
Engineering expense increased from $280,000 for the third quarter of 2001 to
$424,000 for the third quarter of 2002, however as a percent of sales
engineering expense decreased from 12% to 11%. The increase in engineering
expense was largely in salaries and related payroll taxes. This was a result of
the Company increasing its' design and engineering personnel to meet the
requirements of the increased backlog.
Manufacturing overhead expense increased from $1,495,000 or 65% of sales for the
third quarter of 2001 to $1,580,000 or 43% of sales for the third quarter of
2002. The largest increases in the third quarter of 2002 as compared to 2001
included $32,000 in machinery repair and maintenance expense, $26,000 in
perishable tooling expense, $15,000 on insurance expense and $11,000 in indirect
labor, vacation, holiday pay and related payroll taxes.
SELLING & ADMINISTRATIVE EXPENSES - Selling and administrative expenses
increased from $427,000 or 19% of sales for the third quarter of 2001 to
$441,000 or 12% of sales for the third quarter of 2002. This increase was
largely due to increases of $24,000 in sales travel related expenses, $13,000 in
computer maintenance expenses, and $13,000 in office and supervision salaries.
These increases were offset by decreases of $27,000 in legal and professional
fees, and $13,000 in deferred compensation/401(k) expense.
INTEREST EXPENSE - Interest expense for the third quarter of 2002 increased to
$150,000 or 4% of sales from $147,000 or 6% of sales for the third quarter of
2001.
9.
COMPARISON OF THE NINE MONTHS ENDED MAY 31, 2002 TO THE NINE MONTHS ENDED MAY
31, 2001.
REVENUES - Revenues for the nine months ended May 31, 2002 totaled $10.5 million
as compared to $9.3 million for the nine months ended May 31, 2001, an increase
of $1.2 million or 13%.
COST OF SALES - Cost of sales was $10.7 million or 102% of sales for the nine
months ended May 31, 2002 as compared to $11.2 million or 121% of sales for the
same period last year. The increase in gross margin was largely due to the
Company's increase in revenue and certain cost containment measures.
Direct costs expense decreased from $5.4 million in 2001 to $4.9 million in
2002, as a percent of sales it decreased from 58% to 47%. Direct labor expense
was $2.7 million in 2002 as compared to $3.1 million in 2001, as a percent of
sales, direct labor expense decreased from 33% in 2001 to 25% in 2002. The
Company incurred 138,000 shop floor hours during the first three quarters of
2002 as compared to 165,000 during the same period of 2001, a decrease of 27,000
hours or 17%. This decrease was a direct result of lower contract level
requirements during the first and second quarters of 2002. Other direct costs
remained consistent at $2.3 million in 2002, however as a percent of sales,
other direct costs decreased from 25% in 2001 to 22% for 2002.
Engineering expense increased from $892,000 for the first three quarters of 2001
to $1.1 million for same period of 2002, as a percent of sales engineering
expense increased from 9.6% to 10.2%. The increase in engineering expense was
largely in salaries as a result of increasing staffing levels for the Company's
increased backlog. Such resulted in the Company increasing design and project
management staffing.
Manufacturing overhead expense decreased from $4.9 million or 53% of sales for
the first three quarters of 2001 to $4.7 million or 45% of sales for the same
period on 2002. The largest decreases during this period in 2002 as compared to
2001 included $169,000 in supervision, indirect labor, vacation, holiday pay and
related payroll taxes, $49,000 in medical and general insurance expense, and
$45,000 in building rent, utilities, maintenance and supplies expenses. These
decreases were offset by an increase of $30,000 in perishable tooling expense.
SELLING & ADMINISTRATIVE EXPENSES - Selling and administrative expenses
increased slightly from $1.276 million or 14% of sales for the first three
quarters of 2001 to $1.285 million or 12% of sales in 2002. Increases in the
first three quarters of 2002 as compared to 2001 included $52,000 in supervision
and office salaries, $34,000 in legal and professional fees, $25,000 in employee
training expense, $23,000 in computer maintenance expense, $14,000 in sales
travel related expenses, $11,000 in dues and subscriptions expense, $11,000 in
Michigan Single Business Tax expense and $7,000 in equipment rental expense.
These increases were offset by decreases of $44,000 in insurance expense,
$30,000 in contributions expense, $29,000 in deferred compensation/401(k)
expense, $20,000 in director fees, $19,000 in public company expenses, $12,000
in advertising expense, $11,000 in depreciation expense, $6,000 in office
supplies, and $5,000 in telephone expense.
INTEREST EXPENSE - Interest expense for the first three quarters of 2002
decreased to $487,000 or 4.6% of sales from $603,000 or 6.5% of sales for 2001.
This was a result of lower debt levels as well as lower interest rates during
2002 as compared to 2001.
10.
FEDERAL INCOME TAXES
For the nine months ended May 31, 2002, the Company recorded a valuation
allowance of approximately $665,000 to offset the income tax benefit. As of May
31, 2002, the Company had approximately $3,756,000 of net operating loss
carryforwards which will expire in fiscal 2020 through 2022, if unused, as well
as $155,000 of alternative minimum tax credits that do not expire.
LIQUIDITY AND CAPITAL RESOURCES
During the nine months ended May 31, 2002, the Company's cash used in operating
activities was $1,612,000. This largely resulted from an increase of $1,143,000
in accounts receivable and a decrease of $322,000 in accounts payable. From
investing activities, the Company acquired additional machinery and equipment of
$224,000. From financing activities, the Company used $1,112,000 to reduce
long-term debt and borrowed an additional $2,762,000 on the revolving working
capital credit line. The Company believes that the unused portion of the
revolving bank working capital credit line and the funds generated from
operations will be sufficient to cover anticipated cash needs through fiscal
2002. However, depending on the level of future sales and terms of such sales,
an expanded credit line may be necessary to finance increases in trade accounts
receivable and contracts in process. The Company believes it will be able to
obtain such expanded credit line, if required, on generally the same terms as
the existing credit line.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: July 12, 2002
Riviera Tool Company
/s/ Kenneth K. Rieth
----------------------
Kenneth K. Rieth
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Peter C. Canepa
----------------------
Peter C. Canepa
Chief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
11.