** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C.  20549**

 

**FORM 10-QSB**

 
| **(Mark One)**                     |
|------------------------------------|
|                               |   |   |
| **ý**                         |   | **QUARTERLY REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
| **For the quarterly period ended** | **       March 31,  2002** |
|                               |   |   |
| **o**                              |   | **TRANSITION REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934** |
| **For the transition period from** | **                    to** |
| **Commission file number**         | **     0-011275** |
|                                    |  |  |  |

 

**TELTONE CORPORATION**

(Exact name ofregistrant as specified in its charter)

 

 
| **WASHINGTON**                                                  |   | **91-0839067**                        |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction of incorporation or organization) |   | (I.R.S. Employer  Identification No.) |
|                                                            |   |                                  |
| **22116  — 23rd Drive SE, Bothell, Washington**            |   | **98021**                             |
| (Address of  principal executive offices)                       |   | (Zip Code)                            |
|                                                            |   |                                  |
| **(425)  487-1515**                                             |
| (Registrant’s  telephone number, including area code)      |
|                                                            |   |                                  |
| **N/A**                                                         |
| (Former name,  former address and former fiscal year)           |

 

Check whether the issuer(1) filed all reports required to be filed by Section 13 or 15(d) of theExchange Act during the past 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.      Yesý No o

 

**APPLICABLEONLY TO ISSUERS INVOLVED IN BANKRUPTCY**

**PROCEEDINGSDURING THE PRECEDING FIVE YEARS**

 

                Check whether the registrant filed all documents andreports required to be filed by Section 12, 13 or 15(d) of the Exchange Actafter the distribution of securities under a plan confirmed by a court.  Yes o  No o

 

**APPLICABLEONLY TO CORPORATE ISSUERS**

 

State the number ofshares outstanding of each of the issuer’s classes of common equity, as of thelatest practicable date.

 

                                                 6,865,503 shares of common stock outstanding as of March 31, 2002.                     

 

Transitional SmallBusiness Disclosure Format (Check One):                      Yeso No ý

 

----

Index

 
| **PART I.**  | **FINANCIAL INFORMATION**                                                                                 |   |
|--------------|-----------------------------------------------------------------------------------------------------------|--------|
|         |                                                                                                      |   |
| Item 1.      | Balance Sheets at March 31, 2002  (unaudited) and June 30, 2001                                           |   |
|         |                                                                                                      |   |
|         | Statements  of Operations for the three months and nine months ended March 31, 2002 and  2001 (unaudited) |   |
|         |                                                                                                      |   |
|         | Statements  of Cash Flows for the nine months ended March 31, 2002 and 2001 (unaudited)                   |   |
|         |                                                                                                      |   |
|         | Notes  to Unaudited Financial Statements                                                                  |   |
|         |                                                                                                      |   |
| Item 2.      | Management’s  Discussions and Analysis of Financial Conditions and Results of Operations             |   |
|         |                                                                                                      |   |
| **PART II.** | **OTHER INFORMATION**                                                                                     |   |
|         |                                                                                                      |   |
| Item  1.     | Legal  Proceedings                                                                                        |   |
|         |                                                                                                      |   |
| Item 2.      | Changes in Securities                                                                                     |   |
|         |                                                                                                      |   |
| Item 3.      | Defaults Upon Senior  Securities                                                                          |   |
|         |                                                                                                      |   |
| Item  4.     | Submission  of Matters to a Vote of Security Holders                                                      |   |
|         |                                                                                                      |   |
| Item 5.      | Other Information                                                                                         |   |
|         |                                                                                                      |   |
| Item 6.      | Exhibits and Reports  on Form 8-K                                                                         |   |
|         |                                                                                                      |   |
| Signature    |                                                                                                      |   |

 

 

2

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**PART 1 — FINANCIAL INFORMATION**

 

**Item 1.  Financial Information**

 

Balance Sheets at March 31, 2002 (unaudited) and June 30, 2001

 

Statements of Operations for the three months and nine months ended March31, 2002 and 2001 (unaudited)

 

Statements of Cash Flows for the nine months ended March 31, 2002 and2001 (unaudited)

 

Notes to Unaudited Financial Statements

 

 

3

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**TELTONE CORPORATION**

# **BALANCE SHEETS**

March 31, 2002 andJune 30, 2001

 
|                                                                                                                                                 |   | **March 31**    |      | **June 30** |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------|-----------|-------------|--------|
|                                                                                                                                                 |   | **2002**        |      | **2001**    |   |
| **ASSETS**                                                                                                                                           |   | **(unaudited)** |      |        |   |
|                                                                                                                                                 |   |            |      |        |   |
| Current assets                                                                                                                                       |   |            |      |        |   |
| Cash and cash  equivalents                                                                                                                           |   | $               | 307,442   |        | $      | 333,243 |   |
| Trade accounts  receivable (net of allowance for doubtful accounts of  $29,259 and $29,798)                                                     |   | 983,473         |      | 1,013,325   |   |
| Inventories                                                                                                                                          |   |            |      |        |   |
| Raw materials                                                                                                                                        |   | 563,786         |      | 726,072     |   |
| Work in process                                                                                                                                      |   | 89,113          |      | 174,595     |   |
| Finished goods                                                                                                                                       |   | 242,471         |      | 426,210     |   |
| Total  inventories                                                                                                                                   |   | 895,370         |      | 1,326,877   |   |
| Other current  assets                                                                                                                                |   | 191,867         |      | 111,020     |   |
| Total current  assets                                                                                                                                |   | 2,378,152       |      | 2,784,465   |   |
|                                                                                                                                                 |   |            |      |        |   |
| Property, plant  and equipment - net                                                                                                                 |   | 549,010         |      | 638,429     |   |
|                                                                                                                                                 |   |            |      |        |   |
| TOTAL                                                                                                                                                |   | $               | 2,927,162 |        | $      | 3,422,894 |   |
|                                                                                                                                                 |   |            |      |        |   |
| **LIABILITIES  AND STOCKHOLDERS’ EQUITY**                                                                                                       |   |            |      |        |   |
|                                                                                                                                                 |   |            |      |        |   |
| Current  liabilities                                                                                                                                 |   |            |      |        |   |
| Accounts payable  - trade                                                                                                                            |   | 389,574         |      | 398,816     |   |
| Accrued compensation and  benefits                                                                                                                   |   | 364,530         |      | 437,627     |   |
| Deferred revenue                                                                                                                                     |   | 162,093         |      | 197,906     |   |
| Other accrued  expenses                                                                                                                              |   | 89,080          |      | 107,258     |   |
| Note  payable — current portion                                                                                                                 |   | 105,852         |      | 5,529       |   |
| Total current  liabilities                                                                                                                           |   | 1,111,129       |      | 1,147,136   |   |
|                                                                                                                                                 |   |            |      |        |   |
| Note  payable — long-term portion                                                                                                               |   | 42,080          |      | —      |   |
|                                                                                                                                                 |   |            |      |        |   |
| Stockholders’  equity                                                                                                                           |   |            |      |        |   |
| Convertible  preferred stock - no par value; authorized 6,000,000 shares; 876,684 shares  issued and outstanding ($1,753,368 liquidation preference) |   | 1,665,236       |      | 1,665,236   |   |
| Common stock -  no par value; authorized 20,000,000 shares;6,865,503 shares issued and outstanding                                                   |   | 3,811,195       |      | 3,811,195   |   |
| Deferred stock  compensation                                                                                                                         |   | (47,803         | )         | (67,054     | )      |
| Accumulated  deficit                                                                                                                                 |   | (3,654,675      | )         | (3,133,619  | )      |
| Stockholders’  equity                                                                                                                           |   | 1,773,953       |      | 2,275,758   |   |
|                                                                                                                                                 |   |            |      |        |   |
| TOTAL                                                                                                                                                |   | $               | 2,927,162 |        | $      | 3,422,894 |   |

 

 

The accompanyingnotes are an integral part of these financial statements.

** **

 

4

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## **TELTONECORPORATION**

**STATEMENTS OF OPERATIONS**

For the Three Months and Nine Months Ended March 31, 2002 and 2001

(Unaudited)

 

 
|                                                             |   | **Three  Months**   |      | **Nine  Months**    |   |
|------------------------------------------------------------------|--------|---------------------|-----------|---------------------|--------|
|                                                             |   | **Ended  March 31** |      | **Ended  March 31** |   |
|                                                             |   | **2002**            |      | **2001**            |   | **2002** |   | **2001** |   |
|                                                             |   |                |      |                |   |   |   |   |   |
| Net sales                                                        |   | $                   | 1,888,998 |                | $      | 1,951,824 |   | $ | 5,948,112 |   | $ | 7,085,468 |   |
| Cost of goods  sold                                              |   | 826,379             |      | 937,573             |   | 2,661,707 |   | 3,088,805 |   |
|                                                             |   |                |      |                |   |   |   |   |   |
| Gross margin                                                     |   | 1,062,619           |      | 1,014,251           |   | 3,286,405 |   | 3,996,663 |   |
|                                                             |   |                |      |                |   |   |   |   |   |
| Operating  expenses                                              |   |                |      |                |   |   |   |   |   |
| Selling, general  and administrative                             |   | 924,035             |      | 1,152,945           |   | 2,633,621 |   | 4,185,676 |   |
| Engineering and  development                                     |   | 396,856             |      | 525,949             |   | 1,159,412 |   | 1,392,852 |   |
|                                                             |   |                |      |                |   |   |   |   |   |
| Total operating  expenses                                        |   | 1,320,891           |      | 1,678,894           |   | 3,793,033 |   | 5,578,528 |   |
|                                                             |   |                |      |                |   |   |   |   |   |
| Loss  from operations                                            |   | (258,272            | )         | (664,643            | )      | (506,628 | ) | (1,581,865 | ) |
|                                                             |   |                |      |                |   |   |   |   |   |
| Other  (expense)   income, net                         |   | (4,033              | )         | 15,602              |   | (14,428 | ) | 51,048 |   |
|                                                             |   |                |      |                |   |   |   |   |   |
| Gain on sale of  product line                                    |   | —              |      | —              |   | — |   | 1,620,000 |   |
|                                                             |   |                |      |                |   |   |   |   |   |
| (Loss) income  before tax                                        |   | (262,305            | )         | (649,041            | )      | (521,056 | ) | 89,183 |   |
|                                                             |   |                |      |                |   |   |   |   |   |
| Income tax  provision                                            |   | —              |      | —              |   | — |   | — |   |
|                                                             |   |                |      |                |   |   |   |   |   |
| Net (loss)  income                                               |   | $                   | (262,305  | )                   | $      | (649,041 | ) | $ | (521,056 | ) | $ | 89,183 |   |
|                                                             |   |                |      |                |   |   |   |   |   |
| Basic net (loss)  income per common share                        |   | $                   | (.04      | )                   | $      | (.10 | ) | $ | (.08 | ) | $ | .01 |   |
|                                                             |   |                |      |                |   |   |   |   |   |
| Weighted average  common shares outstanding                      |   | 6,865,503           |      | 6,515,503           |   | 6,865,503 |   | 6,455,624 |   |
|                                                             |   |                |      |                |   |   |   |   |   |
| Diluted net  (loss) income per common and potential common share |   | $                   | (.04      | )                   | $      | (.10 | ) | $ | (.08 | ) | $ | .01 |   |
|                                                             |   |                |      |                |   |   |   |   |   |
| Weighted average  common and potential common shares outstanding |   | 6,865,503           |      | 6,515,503           |   | 6,865,503 |   | 7,605,523 |   |

 

 

The accompanyingnotes are an integral part of these financial statements.

 

 

5

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### **TELTONE CORPORATION**

**STATEMENTSOF CASH FLOWS**

For the NineMonths Ended March 31, 2002 and 2001

(Unaudited)
|                                                                                   |   | **Nine  Months**    |     |
|----------------------------------------------------------------------------------------|--------|---------------------|----------|
|                                                                                   |   | **Ended  March 31** |     |
|                                                                                   |   | **2002**            |     | **2001** |   |
|                                                                                   |   |                |     |   |   |
| Cash flows from  operating activities:                                                 |   |                |     |   |   |
| Net (loss)  income                                                                     |   | $                   | (521,056 | ) | $ | 89,183 |   |
| Adjustments to  reconcile net (loss) income to net cash used for operating activities: |   |                |     |   |   |
| Depreciation and  amortization                                                         |   | 212,736             |     | 182,324 |   |
| Gain on sale of  product line                                                          |   | —              |     | (1,620,000 | ) |
| Changes in:                                                                            |   |                |     |   |   |
| Accounts  receivable                                                                   |   | 29,850              |     | 1,100,484 |   |
| Inventories                                                                            |   | 431,507             |     | (422,840 | ) |
| Accounts payable  and accrued liabilities                                              |   | (136,328            | )        | (267,492 | ) |
| Other current  assets                                                                  |   | (80,847             | )        | (72,258 | ) |
|                                                                                   |   |                |     |   |   |
| Cash used for  operating activities                                                    |   | (64,138             | )        | (1,010,599 | ) |
|                                                                                   |   |                |     |   |   |
| Cash flows from  investing activities:                                                 |   |                |     |   |   |
| Net proceeds  from sale of product line                                                |   | —              |     | 1,895,184 |   |
| Investment in  property, plant and equipment                                           |   | (104,066            | )        | (275,460 | ) |
|                                                                                   |   |                |     |   |   |
| Cash provided by  (used for) investing activities                                      |   | (104,066            | )        | 1,619,724 |   |
|                                                                                   |   |                |     |   |   |
| Cash flows from  financing activities:                                                 |   |                |     |   |   |
| Borrowings on  note payable                                                            |   | 200,000             |     | — |   |
| Payments on note  payable                                                              |   | (57,597             | )        | (23,600 | ) |
| Employee stock  sales, net                                                             |   | —              |     | 96,800 |   |
|                                                                                   |   |                |     |   |   |
| Cash provided by  financing activities                                                 |   | 142,403             |     | 73,200 |   |
|                                                                                   |   |                |     |   |   |
| Increase  (decrease) in cash and cash equivalents                                      |   | (25,801             | )        | 682,325 |   |
| Beginning of  period                                                                   |   | 333,243             |     | 503,592 |   |
| End of period                                                                          |   | $                   | 307,442  |   | $ | 1,185,917 |   |

 

 

The accompanyingnotes are an integral part of these financial statements.

 

 

6

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**TELTONE CORPORATION**

### **NOTESTO UNAUDITED** FINANCIAL STATEMENTS

 

 

**1.****             ****BASIS OF PRESENTATION**

 

The unaudited InterimFinancial Statements reflect all adjustments, which are, in the opinion ofmanagement, necessary to present fairly the financial condition and the resultsfor the interim periods.  The results ofoperations for the period ended March 31, 2002, are not necessarily indicativeof operating results to be expected for the full year.  Portions of the accompanying financialstatements are derived from the June 30, 2001, audited financial statements ofthe Company.  These interim condensedfinancial statements should be read in conjunction with the June 30,2001audited financial statements filed on Form 10-KSB.

 

 

**2.    STOCKHOLDERS’ EQUITY**

 

The Company hasone active stock option plan, the Nonemployee Directors Stock Option Plan,which provides for the grant of options to purchase up to 320,000 common sharesto outside directors of the Company.  Ofthis total, options to purchase 200,000 shares of common stock are outstandingand 120,000 shares remain available for grant at March 31, 2002.  The 1992 Employees Stock Option Plan expiredFebruary 18, 2002, and provided for the grant of options to purchase up to1,900,000 common shares to key employees of the Company. Of this total, optionsto purchase 1,389,500 shares of common stock are outstanding and no sharesremain available for grant at March 31, 2002.  All options are granted at the fair market value of the stock on thedate of grant and vest over a four-year period.  The maximum term of an option may not exceed six years.

 

 

**3.    FEDERAL INCOME TAX**

 

At March 31, 2002, approximately $13,000,000 in netoperating loss carry-forwards were available to offset future taxable incomeand expire from 2002 through 2022.  Ifsubstantial changes in the Company’s ownership should occur, there may beannual limitations on the utilization of such carry-forwards.   Although the Company has adopted theStatement of Financial Accounting Standards No. 109, “Accounting for IncomeTaxes,” there is no tax asset recognized for the net operating losscarry-forwards and tax credits due to the Company’s loss history, andtherefore, uncertainty regarding future taxable income.

 

 

**4.****          ****NET (LOSS) INCOME PER SHARE**

 

Basic net (loss) incomeper common share is based on the weighted average number of common sharesoutstanding during the period.  Dilutedearnings per share is computed using the weighted average number of commonshares outstanding and potential common shares outstanding.  Potential shares result from the assumedexercise of outstanding stock options and convertible preferred stock.  Because of the net loss for the three andnine months ended March 31, 2002, and the three months ended March 31, 2001,potentially dilutive common stock issuances were not included in thecalculation of diluted earnings per share as their inclusion would beantidilutive.  Diluted earnings pershare excludes the effect of antidilutive stock options, aggregating 1,389,500for the nine months ended March 31, 2002, and 1,280,500 for the nine monthsended March 31, 2001.

 

 

7

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|                                                             |   | **Three Months**    |   | **Nine Months**     |   |
|------------------------------------------------------------------|--------|---------------------|--------|---------------------|--------|
|                                                             |   | **Ended March 31,** |   | **Ended March 31,** |   |
|                                                             |   | **2002**            |   | **2001**            |   | **2002** |   | **2001** |   |
| Weighted average common  shares outstanding                      |   | 6,865,503           |   | 6,515,503           |   | 6,865,503 |   | 6,455,624 |   |
| Dilutive effect  of potential common shares                      |   | —              |   | —              |   | — |   | 1,149,899 |   |
|                                                             |   |                |   |                |   |   |   |   |   |
| Weighted average common and potential common  shares outstanding |   | 6,865,503           |   | 6,515,503           |   | 6,865,503 |   | 7,605,523 |   |

 

 

 

8

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**TELTONE CORPORATION**

 

 

**ITEM 2.****                            ****MANAGEMENT’S DISCUSSION****AND ANALYSIS OF FINANCIAL CONDITION**

**                        ANDRESULTS OF OPERATIONS**

 

**Statement of Forward-LookingInformation**

 

Statementscontained herein that are not based on historical fact, including withoutlimitation statements containing the words “believes,” “may,” “will,” “estimate,”“continue,” “anticipates,” “intends,” “expects” and words of similar import,constitute “forward-looking statements” within the meaning of the PrivateSecurities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks,uncertainties and other factors that may cause the actual results, events ordevelopments to be materially different from any future results, events ordevelopments expressed or implied by such forward-looking statements.  Such factors include, among others, thefollowing: general economic and business conditions, both nationally and in theregions in which the Company operates; technology changes; competition; changesin business strategy or development plans; the ability to attract and retainqualified personnel; liability and other claims asserted against the Company;and other factors referenced in the Company’s filings with the Securities andExchange Commission.  Given theseuncertainties, readers are cautioned not to place undue reliance on suchforward-looking statements.  The Companydisclaims any obligation to update any such factors or to publicly announce theresult of any revisions to any of the forward-looking statements containedherein to reflect future results, events or developments.

 

# **Overview**

 

*TeltoneCorporation develops and markets a variety of telephony solutions.  TheOfficeLink  product family extends theenterprise communications infrastructure to branch offices and other remotelocations. These products enable customers to maintain seamless connectivitybetween their customers, their offices and their mobile workforce.  The Company also provides a family oftelecommunications test tools used by application developers and manufacturersof telecommunications products. In addition, the Company provides line sharingproducts built to unique market and customer requirements.  Theseproducts allow devices to share a single telephone line for remote datacollection and other applications. Established in 1968, Teltone is a publiccorporation located in Bothell, Washington, listed on the NASD electronic OTCBulletin Board (TTNC).*

 

**Results of Operations**

 

In the thirdfiscal quarter of 2002 net sales for the three months ended March 31, 2002,decreased 3% over the same quarter of the prior fiscal year and gross marginwas improved to 56% from 52%.  Thedecrease in net sales was the result of a decrease in sales of test toolproducts.  These products are commonlyused by applications developers and manufacturers of telecommunications equipment,and sales have been adversely affected by the downturn in manufacturingactivity in the telecommunications industry and lower budgets available fortelecommunications development.  It isuncertain at this time if sales of these products will continue to decline orif they will increase as the economic climate in general and thetelecommunications industry in particular improve.

 

Operating expensesfor the three months ended March 31, 2002, decreased 21% over the same quarterof the prior fiscal year due to a Company-wide reorganization resulting in a32% reduction in personnel, outsourcing the printed circuit board assemblyprocess, and moving to a smaller, lower-cost facility.

 

Interest income ofapproximately $16,000 in the third quarter of the prior year resulted frominvested cash balances as opposed to interest expense of approximately $4,000in the period ending March 31, 2002, on borrowings.

 

In the first ninemonths of fiscal 2002 net sales also decreased 11% as a result of reductions insales of test tools, after adjustment for the sale of the ASIC (ApplicationSpecific Integrated Circuits) product family in August 

 

 

9

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2000.   During this period, gross margins decreasedfrom 57% to 55% as a result of changes in product mixOperating expenses for thenine months ended March 31, 2002, decreased 31% due to the cost reductions fromthe internal reorganization previously discussed.  In the first nine months of fiscal 2002 the Company incurredinterest expense on borrowings of approximately $14,000, compared to $51,000 ofinterest income for the same period in the prior year on the invested cashbalances.

 

The Company hasapproximately $13,000,000 in net operating loss carry-forwards available to offsetfuture taxable income, which expire from 2002 through 2022.  If substantial changes in the Company’sownership occur, there may be annual limitations on the utilization of suchcarry-forwards.  The Company has notaccounted for the operating loss carry-forwards as a tax asset due to theuncertainty regarding the amount of future taxable income.

 

 

**Liquidity and Capital Resources**

 

The Company hadcash on hand at March 31, 2002, of approximately $307,000.  The Company has a line of credit facilityfor up to $1,500,000, subject to eligible receivables and letter of creditobligations.  At March 31, 2002,availability on the line of credit was approximately $711,000 with no amountsoutstanding.  The agreement iscollateralized by eligible accounts receivable, inventory, and other tangibleand intangible assets and contains financial covenants including workingcapital and debt ratios, as well as maximum loss provisions.

 

The Companyborrowed $200,000 in the first fiscal quarter of fiscal 2002 pursuant to a capitalequipment term loan to finance long-term purchases.  At March 31, 2002, there was approximately $148,000 outstandingunder this financing.

 

During the ninemonths ended March 31, 2002, accounts receivable decreased approximately$30,000 due to improved collections. Inventories decreased approximately $432,000 during this time as salesof overstocked quantities on hand in certain products were reduced.

 

As a result ofimproved accounts receivable days, sales outstanding, inventory turns and thecapital equipment loan, the Company has been able to operate at near cashbreakeven despite the operating loss of approximately $521,000 in the firstnine months of the fiscal year.

 

Capital equipmentof approximately $104,000 was purchased to support productivity tools to allowincreased efficiencies for fewer employees.

 

Cash on hand andcash generated from operations as well as the line of credit are expected toenable the Company to meet its operating and working capital needs during atleast the next twelve months.

 

 

 

10

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**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 |
|    |                                                |
|    | None                                                |
|    |                                                |
| Item 5. | Other Information                                   |
|    |                                                |
|    | None                                                |
|    |                                                |
| Item 6. | Exhibits and Reports on Form 8-K                    |
|    |                                                |
|    | None                                                |

 

 

11

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**SIGNATURES**

 

 

Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned thereunto dulyauthorized.

 

 

 

 

 

 

 
|   |         |   | TELTONE CORPORATION |
|--------|--------------|--------|---------------------|
|   |         |   | (Registrant)        |
|   |         |   |                |   |   |
| Date   | May 13, 2002 |   | By                  |   | /s/ DEBRA L. GRIFFITH |
|   |         |   |                |   | Debra L. Griffith |
|   |         |   |                |   | President & Chief Executive Officer |
|   |         |   |                |   |   |
| Date   | May 13, 2002 |   | By                  |   | /s/ DEBRA L. GRIFFITH |
|   |         |   |                |   | Debra L. Griffith |
|   |         |   |                |   | Acting Chief Financial Officer |

 

 

 

12

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