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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 2002
[ ] 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: 0-6511
O. I. CORPORATION
-----------------
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-0728053
- ---------------------------------------- ------------------
State of Incorporation I.R.S. Employer
Identification No.
P.O. Box 9010
151 Graham Road
College Station, Texas 77842-9010
- ---------------------------------------- ------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (979) 690-1711
------------------
- --------------------------------------------------------------------------------
Former Name, Former Address and
Former Fiscal Year, if Changed Since Last Report
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
As of August 1, 2002, there were 2,756,992 shares of the issuer's common
stock, $.10 par value, outstanding.
Page 1 of 11
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)-
June 30, 2002 and December 31, 2001 3
Condensed Consolidated Statements of Earnings and
Comprehensive Income (Unaudited) - Three and Six Months
Ended June 30, 2002 and 2001 4
Condensed Consolidated Statements of Cash Flows
(Unaudited) - Six Months Ended June 30, 2002 and 2001 5
Notes to Unaudited Condensed 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 10
PART II - OTHER INFORMATION 11
Page 2 of 11
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
O.I. CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except par value)
(unaudited)
JUNE 30, DEC. 31,
2002 2001
-------- --------
ASSETS
Current assets:
Cash and cash equivalents $ 2,194 $ 3,140
Short-term investments, held-to-maturity 400 --
Short-term investments, available-for-sale 2,819 1,927
Accounts receivable-trade, net of allowance for
doubtful accounts of $318 and $153, respectively 4,784 4,418
Income tax receivable 172 254
Investment in sales-type leases 241 260
Inventories 4,597 4,573
Current deferred tax asset 554 554
Other current assets 301 148
-------- --------
TOTAL CURRENT ASSETS 16,062 15,274
Property, plant, and equipment, net 3,388 3,394
Investment in sales-type leases, net of current 133 169
Long-term investments, held-to-maturity 500 --
Long-term deferred income tax assets 275 237
Other assets 538 570
-------- --------
TOTAL ASSETS $ 20,896 $ 19,644
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, trade $ 1,639 $ 1,330
Accrued compensation and other related expenses 702 834
Unearned revenues 1,624 561
Other liabilities and accrued expenses 291 387
Accrued warranties 684 684
-------- --------
TOTAL CURRENT LIABILITIES 4,940 3,796
Commitments and contingencies -- --
Stockholders' equity:
Preferred stock, $0.10 par value, 3,000 shares
authorized, no shares issued and outstanding -- --
Common stock, $0.10 par value, 10,000 shares
authorized 4,103 shares issued, 2,756 and 2,751
outstanding, respectively 410 410
Additional paid-in capital 4,331 4,329
Treasury stock, 1,347 and 1,352 shares,
respectively, at cost (5,875) (5,894)
Retained earnings 17,043 16,961
Accumulated other comprehensive income 47 42
-------- --------
TOTAL STOCKHOLDERS' EQUITY 15,956 15,848
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 20,896 $ 19,644
======== ========
See notes to unaudited condensed consolidated financial statements
Page 3 of 11
O.I. CORPORATION
Condensed Consolidated Statements of Earnings and Comprehensive Income
(In thousands, except per share data)
(unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
------------------- --------------------
2002 2001 2002 2001
-------- -------- -------- --------
Net revenues $ 5,560 $ 6,920 $ 10,619 $ 13,505
Cost of revenues 2,869 3,632 5,757 7,204
-------- -------- -------- --------
Gross profit 2,691 3,288 4,862 6,301
Selling, general & administrative
expenses 1,924 1,877 3,847 3,775
Research and development expenses 457 477 1,038 1,013
-------- -------- -------- --------
Operating income (loss) 310 934 (23) 1,513
Other income, net 78 91 147 167
-------- -------- -------- --------
Income before income taxes 388 1,025 124 1,680
Provision for income taxes 132 382 42 628
-------- -------- -------- --------
Net income $ 256 $ 643 $ 82 $ 1,052
Other comprehensive income (loss)
net of tax:
Unrealized gains (losses) on
Investments, available-for-sale 34 (7) 5 (11)
-------- -------- -------- --------
Comprehensive income $ 290 $ 636 $ 87 $ 1,041
======== ======== ======== ========
Earnings per share:
Basic $ 0.09 $ 0.24 $ 0.03 $ 0.40
Diluted $ 0.09 $ 0.24 $ 0.03 $ 0.39
Shares used in computing earnings per share:
Basic 2,755 2,646 2,754 2,662
Diluted 2,786 2,654 2,793 2,669
See notes to unaudited condensed consolidated financial statements
Page 4 of 11
O.I. CORPORATION
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
SIX MONTHS ENDED
JUNE 30,
-------------------
2002 2001
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 82 $ 1,052
Depreciation & amortization 266 308
Deferred income taxes (54) (17)
Stock compensation expense -- 56
Gain on disposition of property (5) (28)
Change in working capital 742 312
------- -------
Net cash flows provided by operating activities 1,031 1,683
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant & equipment (242) (53)
Proceeds from sale of assets 26 51
Purchase of investments (1,784) (976)
Maturity of investments -- 300
Change in other assets 2 (9)
------- -------
Net cash flows (used in) investing activities (1,998) (687)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 21 10
Purchase of treasury stock -- (133)
------- -------
Net cash flows provided by (used in) financing
activities 21 (123)
------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (946) 873
Cash and cash equivalents at beginning of period 3,140 1,444
------- -------
Cash and cash equivalents at end of period $ 2,194 $ 2,317
======= =======
See notes to unaudited condensed consolidated financial statements
Page 5 of 11
O.I. CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(In thousands, except per share data)
1. GENERAL.
O.I. Corporation (the "Company"), an Oklahoma corporation, was organized
in 1969. The Company designs, manufactures, markets, and services
analytical, monitoring and sample preparation products, components, and
systems used to detect, measure, and analyze chemical compounds.
The accompanying unaudited condensed consolidated financial statements
have been prepared by O.I. Corporation and include all adjustments that
are, in the opinion of management, necessary for a fair presentation of
financial results pursuant to the rules and regulations of the Securities
and Exchange Commission. All adjustments and provisions included in these
statements are of a normal recurring nature. All intercompany transactions
and balances have been eliminated in the financial statements. These
unaudited condensed consolidated financial statements should be read in
conjunction with the Company's Annual Report on Form 10-K for the year
ended December 31, 2001.
2. INVENTORIES.
Inventories, which include material, labor and overhead, on June 30, 2002
and December 31, 2001, consisted of the following:
June 30, 2002 Dec. 31, 2001
------------- -------------
Raw Materials $ 3,465 $ 3,766
Work in Process 749 567
Finished Goods 383 240
------------- -------------
$ 4,597 $ 4,573
============= =============
3. COMPREHENSIVE INCOME (LOSS).
Comprehensive income (loss) refers to revenues, expenses, gains and losses
that under generally accepted accounting principles are recorded as an
element of stockholders' equity. The Company's components of comprehensive
income are net income and unrealized gains and losses on
available-for-sale investments.
4. EARNINGS PER SHARE.
The Company reports both basic earnings per share, which is based on the
weighted average number of common shares outstanding, and diluted earnings
per share, which is based on the weighted average number of common shares
outstanding and all dilutive potential common shares outstanding. Stock
options are the only dilutive potential common shares the Company has
outstanding. At June 30, 2002 and 2001, options to acquire 69,600 and
346,100 shares of common stock at weighted average exercise price of $6.48
and $4.92 per share, respectively, were not included in the computation of
earnings per share as the options' exercise price is greater than the
average market price of the common shares.
Page 6 of 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This document contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, concerning, among other things, (i)
possible or assumed future results of operations, contained in "Management's
Discussion and Analysis of Financial Condition and Results of Operations," (ii)
prospects for the Company's business or products; and (iii) other matters that
are not historical facts. These forward-looking statements are identified by
their use of terms and phrases such as "expects," "anticipates," "intends,"
"estimates," "plans" and similar terms and phrases.
These statements are based on certain assumptions and analyses made by
the Company in light of its experience and its perception of historical trends,
current conditions, expected future developments and other factors it believes
are appropriate in the circumstances. The Company's business and results of
operations are subject to a number of assumptions, risks and uncertainties, many
of which are beyond the Company's ability to control or predict. Because of
these risks and uncertainties, actual results may differ materially from those
expressed or implied by forward-looking statements, and investors are cautioned
not to place undue reliance on such statements, which are not guarantees of
future performance and which speak only as of the date thereof.
Factors that could cause actual results to differ materially include,
but are not limited to,
o the Company's ability to attract and retain new customers,
o the financial condition and spending practices of the Company's
customers,
o the Company's ability to provide products that meet the needs of its
customers,
o advancements or changes in technology that may render the Company's
products less valuable or obsolete,
o conditions in the environmental instrument market, and
o the Company's ability to obtain financing in the event it is needed.
The cautionary statements contained or referred to herein should be
considered in connection with any written or oral forward-looking statements
that may be issued by the Company or persons acting on the Company's behalf. The
Company does not undertake any obligation to release any revisions to or to
update publicly any forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. When considering forward-looking statements, you should
also keep in mind the risk factors described in our Annual Report on Form 10-K
for the year ended December 31, 2001.
The following discussion should be read in conjunction with the
unaudited condensed consolidated financial statements and the notes thereto.
CONTRACT WITH PARSONS INFRASTRUCTURE & TECHNOLOGY GROUP, INC.
Parsons Infrastructure and Technology, Group, Inc. granted an amended
purchase order totaling approximately $3,200,000 for MINICAMS(R) from the
Company. Due to changes in the scope of the equipment needed, approximately
$900,000 of this purchase order is on hold at this date. In June 2002, the
first shipment was made under the purchase order amounting to approximately
$800,000 for which revenue is expected to be recognized in the third quarter.
RESULTS OF OPERATIONS
Net revenues for the quarter ended June 30, 2002 decreased $1,360,000 or 20% to
$5,560,000, compared to $6,920,000 for the same period of the prior year.
Page 7 of 11
Net revenues decreased primarily due to a decrease in sales of MINICAMS(R)
chemical agent monitoring equipment and the continuation of a weak economy
causing a slowdown in capital spending. In the same period of the prior year,
the Company recognized revenues of approximately $1.5 million related to a
non-recurring purchase order amounting to approximately $4.6 million with
Bechtel National, Inc. to supply MINICAMS(R).
Increases in revenues from gel permeation chromatography products (GPC), flow
analyzer products, and leasing activities were more than offset by decreases in
revenues from MINICAMS(R), GC components and systems, TOC analyzers, microwave
digestion products, refrigerant air monitors, beverage analyzers, and customer
service. Revenues for the period included approximately $475,000 from a customer
choosing to make early payment on operating leases and to negotiate the purchase
of the equipment.
Overall domestic sales in the U.S. decreased for the quarter ended June 30, 2002
compared to the same period of the prior year. Second quarter 2002 international
revenues decreased compared to the same quarter of 2001. Increases in revenues
from Europe and Asia were more than offset by declining revenues in Latin
America. Revenues in Latin America continued to decrease during the second
quarter due to adverse economic conditions in that region.
Year-to-date revenues through June 30, 2002 decreased $2,886,000, or 21% to
$10,619,000 compared to $13,505,000 for 2001. The year-to-date decrease is
primarily due to a decrease in sales of MINICAMS(R) chemical agent monitoring
equipment and the continuation of a weak economy causing a slowdown in capital
spending. In the same period of the prior year, the Company recognized revenues
of approximately $2.7 million related to a non-recurring purchase order
amounting to approximately $4.6 million with Bechtel National, Inc. to supply
MINICAMS(R).
Revenues for the six months ended June 30, 2002, compared to the same period of
the prior year, decreased across all product offerings, including sales of gel
permeation chromatography products, refrigerant air monitors, beverage
analyzers, flow analyzer products, GC components and systems, TOC analyzers,
microwave digestion products, leasing activities and customer service. Revenues
for the period included approximately $475,000 from a customer choosing to make
early payment on operating leases and to negotiate the purchase of the
equipment.
International revenues for the six months ended June 30, 2002 increased compared
to the same period of 2001. Year-to-date revenues increased primarily due to
higher sales in Europe. Year-to-date revenues from Asia decreased due to slow
economic conditions in certain larger economies such as Japan. Sales in Latin
America decreased due to continued adverse economic conditions in that region.
Gross profit for the second quarter of 2002 decreased $597,000, or 18% to
$2,691,000, compared to $3,288,000 for the same quarter of 2001. For the second
quarter of 2002, lower gross profit from sales was offset by higher gross profit
from the sale of depreciated equipment held under operating leases to a customer
choosing to make early payment on operating leases and to negotiate the purchase
of the equipment. Gross profit represented 48% of revenues for both the three
months ended June 30, 2002 and June 30, 2001. Year-to-date gross profit
decreased $1,439,000, or 23% to $4,862,000, compared to $6,301,000 for the same
period of 2001. Gross profit represented 46% and 47% of revenues for the six
months ended June 30, 2002 and June 30, 2001, respectively. The decrease in
gross profit dollars for the quarter and year-to-date was primarily due to a
decrease in revenues and a decrease in manufacturing productivity, partially
offset by a decrease in warranty expense related to establishing a reserve for
products shipped under the agreement with Bechtel National, Inc., described
above.
Research and development (R&D) expenses for the second quarter of 2002 decreased
$20,000, or 4% to $457,000, compared to expenses of $477,000 for the second
quarter of 2001. R&D represented 8% and 7% of revenues for the three months
ended June 30, 2002 and June 30, 2001, respectively. The decrease in
Page 8 of 11
R&D expenses for the second quarter of 2002 was due to the nearing completion of
potential new products during the second quarter. Year-to-date R&D expenses
through June 30, 2002 increased $25,000, or 2% to $1,038,000, compared to
$1,013,000 for the same period of 2001. R&D expenses represented 10% and 8% of
revenues for the six months ended June 30, 2002 and June 30, 2001, respectively.
The increase in R&D expenses for the six months ended June 30, 2002 is due to
increased expenditures in the first quarter of 2002 leading up to the completion
of new product development cycles for potential new products.
Selling, general, and administrative (SG&A) expenses for the second quarter of
2002 increased $47,000 to $1,924,000, compared to $1,877,000 for the same
quarter of 2001. SG&A expenses represented 35% and 27% of revenues for the three
months ended June 30, 2002 and June 30, 2001, respectively. Year-to-date SG&A
expenses through June 30, 2002, increased $72,000, or 2% to $3,847,000, compared
to $3,775,000 for the same period of 2001. SG&A expenses represented 36% and 28%
of revenues for the six months ended June 30, 2002 and June 30, 2001,
respectively. SG&A expenses for the second quarter of 2002 and year-to-date
increased due to higher selling expenses for salaries and other benefits,
consulting fees, advertising and marketing.
Operating income (loss) for the second quarter of 2002 decreased $624,000, or
67% to $310,000, compared to $934,000 for the same quarter of 2001. Operating
income (loss) for the six months ended June 30,2002 decreased $1,536,000 or 102%
to ($23,000) compared to $1,513,000 for the same period of 2001. The decrease in
operating income (loss) was primarily due to lower gross profit resulting from a
decrease in revenues from sales of MINICAMS(R) products and sales of other
products.
Income before income taxes for the second quarter of 2002 decreased $637,000, or
62% to $388,000, compared to income of $1,025,000 for the same period of 2001.
Year-to-date income before income taxes decreased $1,556,000, or 93% to $124,000
through June 30, 2002, compared to $1,680,000 for the same period of 2001. The
decrease in income before income taxes for 2002 was primarily due to lower
revenues from sales of MINICAMS(R) products and other products, increased
operating expenses, and a decrease in other income from lower interest income on
cash and other investments due to lower interest rates compared to the same
period last year.
The effective tax rate was 34% for the three and six months ended 2002, compared
to 37% for the three and six months ended 2001.
Net income for the second quarter of 2002 decreased $387,000, or 60% to
$256,000, compared to net income of $643,000 in the same period of 2001. Basic
and diluted earnings per share was $0.09 per share, respectively, in the second
quarter of 2002, compared to basic and diluted earnings of $0.24 per share for
the same period of 2001. Year-to-date net income for 2002 decreased $970,000, or
92% to $82,000, compared to net income of $1,052,000 in the same period of 2001.
Basic and diluted earnings per share were $0.03, compared to basic and diluted
earnings per share of $0.40 and $0.39 per share, respectively, for the same
period of 2001.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents totaled $2,194,000 as of June 30, 2002, compared to
$3,140,000 as of December 31, 2001. Working capital, as of June 30, 2002, was
$11,122,000, a decrease of 3%, compared to $11,478,000 as of December 31, 2001.
Working capital, as a percentage of total assets, was 53% as of June 30, 2002,
compared to 58% as of December 31, 2001. The current ratio was 3.25 to 1 at June
30, 2002, as compared to 4.02 to 1 at December 31, 2001. Total
liabilities-to-equity was 31% as of June 30, 2002, compared to 24% at December
31, 2001.
Net cash flows provided by operating activities for the six months ended June
30, 2002 was $1,031,000, compared to $1,683,000 for the same period of 2001. The
decrease in cash flows provided by operating activities for the first six months
in 2002 was primarily due to the decrease in net income, offset by an increase
in accrued liabilities. Net cash flows (used in) investing activities
Page 9 of 11
for the six months ended June 30, 2002 was $(1,998,000), compared to $(687,000)
for the same period of 2001. The increase in cash flows (used in) investing
activities resulted from investments of available cash reserves. Net cash flows
provided by (used in) financing activities for the six months ended June 30,
2002 was $21,000, compared to $(123,000) for the same period of 2001. The
decrease in cash flows (used in) financing activities was due to reduced
purchases of treasury stock in 2002. The Company purchased 19,530 shares of the
Company's Common Stock during the second quarter of 2001. During the first six
months of 2001, the Company purchased 47,494 shares of the Company's Common
Stock. No shares of the Company's common stock have been purchased during 2002.
As of June 30, 2002, the Company held 1,347,346 shares in treasury and is
authorized to purchase only 47,622 additional shares.
The Company has historically been able to fund working capital and capital
expenditures from operations, and expects to be able to finance its 2002 working
capital requirements from cash on hand and funds generated from operations.
However, demand for the Company's products is influenced by the overall
condition of the economy in which the Company sells its products, by the capital
spending budgets of its customers, and by the Company's ability to successfully
meet, through its product offerings, the needs of its customers. The
environmental instrument markets, in which the Company competes, have been flat
or declining over the past several years, and the current economic downturn has
resulted in reduced purchasing and capital spending in many of the markets that
we serve worldwide. In particular, industrial and government customers are
currently in a downward cycle characterized by diminished product demand, excess
manufacturing capacity, and the erosion of average selling prices. We are
uncertain how long the current downturn will last. The terrorist attacks on
September 11, 2001 may exacerbate or extend this downturn. Any further decline
in our customers' markets or in general economic conditions would likely result
in a further reduction in demand for our products and services and could harm
our results of operations and, therefore, harm the primary source of our cash
flows.
Other matters that could affect the extent of funds required within the
short-term and long-term include future acquisitions of other businesses,
extensive investments in product R&D activities, or spending to develop markets
for the Company's products. The Company may engage in discussions with third
parties to acquire new products or businesses or to form strategic alliances and
joint ventures. These types of transactions may create a need for increased cash
flow from sources other than the Company's current operating activities to
complete these transactions. In addition, the Company may engage in significant
R&D spending or market developing activities above current operating levels in
order to respond to perceived market opportunities. These activities may require
the Company to seek additional funds from sources other than its current
operating activities. The Company believes that if the need arises in the future
for funding of acquisitions, R&D, or marketing activities, it would attempt to
attain such funding on terms that are favorable to the Company.
The Company conducts operations in leased facilities under an operating lease
expiring on November 30, 2006. Future minimum rental payments under this lease
for the remainder of 2002 are $93,300 and $186,600 for each year of 2003 through
2005 and $171,050 for 2006.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to a variety of risks, including changes in interest
rates and the market value of its investments. In the normal course of business,
the Company employs established policies and procedures to manage its exposure
to changes in the market value of its investments. To date, the Company has not
experienced any material effects to its financial position or results of
operations due to market risks. The fair market value of the Company's
investments in debt securities and preferred stock at June 30, 2002 was $900,000
and $2,819,000, respectively.
Page 10 of 11
PART II- OTHER INFORMATION
Item 1. Legal Proceedings: None
Item 2. Changes in Securities: None
Item 3. Defaults upon Senior Securities: None
Item 4. Submission of Matters to a Vote of Security Holders: At the
Company's Annual Meeting of Shareholders on May 6, 2002, the
following members were elected to the Board of Directors:
Proposal #1. Votes For Withheld
------------ --------- --------
Jack S. Anderson 2,272,807 264,835
William W. Botts 2,272,718 264,924
Richard W.K. Chapman 2,272,807 264,835
Edwin B. King 2,272,807 264,835
Craig R. Whited 2,272,807 264,835
The following proposals were also approved at the Company's Annual
Meeting
Proposal #2. Votes For Against Abstain
------------ --------- ------- -------
Approval of the Company's
2003 Incentive Compensation
Plan 1,014,810 482,022 53,389
Proposal #3. Votes For Against Abstain
------------ --------- ------- -------
Ratification of
PricewaterhouseCoopers LLP
as the Company's auditors 2,513,996 9,147 14,499
Item 5. Other Information: NONE
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
99.1 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
99.2 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
(b) Reports on Form 8-K
None.
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.
O. I. CORPORATION
--------------------------------------
(Registrant)
Date: August 13, 2002 BY: /s/ Juan M. Diaz
--------------------------- ----------------------------------
Juan M. Diaz, Corporate Controller
Date: August 13, 2002 BY: /s/ William W. Botts
--------------------------- ----------------------------------
William W. Botts, President and
Chief Executive Officer
Page 11 of 11
Exhibit Index
Exhibit
Number Exhibit Title
- ------- -------------
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002