1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended:
MARCH 31,JUNE 30, 2001
or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from: ______to______
Commission file number: 1-10686
MANPOWER INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1672779
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
5301 N. IRONWOOD ROAD
MILWAUKEE, WISCONSIN 53217
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 961-1000
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
------ ----------------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
SHARES OUTSTANDING
CLASS AT MARCH 31,JUNE 30, 2001
-------- ------------------------------ ------------------------
Common Stock, $.01 par value 75,804,318
================================================================================75,919,319
==============================================================================
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MANPOWER INC. AND SUBSIDIARIES
INDEX
Page
Number
------
PART I FINANCIAL INFORMATION
Item 1 Financial Statements (unaudited)
Consolidated Balance Sheets ........................................... 3-4...........................................................3 - 4
Consolidated Statements of Operations.................................. 5Operations......................................................5
Consolidated Statements of Cash Flows.................................. 6Flows......................................................6
Notes to Consolidated Financial Statements............................. 7-10Statements............................................7 - 10
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations............................... 11-14Operations............................................11 - 15
Item 3 Quantitative and Qualitative Disclosures About Market Risk.................... 14Risk....................................15
PART II OTHER INFORMATION............................................................. 14INFORMATION AND SIGNATURES
..................................................................................... 15Item 1 Legal Proceedings..............................................................................16
Item 2 Changes in Securities and Use of Proceeds......................................................16
Item 4 Submission of Matters to a Vote of Security Holders............................................16
Item 6 Exhibits and Reports on Form 8-K...............................................................17
SIGNATURES.......................................................................................................18
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PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
MANPOWER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
ASSETS
MARCH 31,JUNE 30, DECEMBER 31,
2001 2000
---------- ------------
(unaudited)------------------ -------------------
(Unaudited)
CURRENT ASSETS:
CURRENT ASSETS:
Cash and cash equivalents $ 173.5169.7 $ 181.7
Accounts receivable, less allowance for
doubtful accounts of $53.7$52.7 and $55.3, respectively 1,988.21,969.2 2,094.4
Prepaid expenses and other assets 61.764.1 51.8
Future income tax benefits 66.770.2 68.8
-------- ----------------------- --------------
Total current assets 2,290.12,273.2 2,396.7
OTHER ASSETS:
Intangible assets, less accumulated amortization of
$29.5$32.9 and $27.2, respectively 245.8280.3 247.6
Investments in licensees 43.543.1 41.8
Other assets 172.4189.9 163.9
-------- ----------------------- --------------
Total other assets 461.7513.3 453.3
PROPERTY AND EQUIPMENT:
Land, buildings, leasehold improvements and equipment 439.6437.5 440.9
Less: accumulated depreciation and amortization 252.9253.1 249.3
-------- ----------------------- --------------
Net property and equipment 186.7184.4 191.6
-------- ----------------------- --------------
Total assets $2,938.5 $3,041.6
======== ========$ 2,970.9 $ 3,041.6
=============== ==============
The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.
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MANPOWER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE DATA)
LIABILITIES AND SHAREHOLDERS' EQUITY
MARCH 31,JUNE 30, DECEMBER 31,
2001 2000
----------- ------------
(unaudited)
CURRENT LIABILITIES:------------------ ------------------
(Unaudited)
CURRENT LIABILITIES:
Accounts payable $ 462.8477.3 $ 453.1
Employee compensation payable 73.178.4 81.2
Accrued liabilities 283.4214.5 269.2
Accrued payroll taxes and insurance 319.0305.1 341.8
Value added taxes payable 273.5276.7 311.0
Short-term borrowings and current maturities of long-term debt 17.938.4 65.9
-------- ------------------- -----------
Total current liabilities 1,429.71,390.4 1,522.2
OTHER LIABILITIES:
Long-term debt 492.9545.2 491.6
Other long-term liabilities 291.9291.2 287.4
-------- ------------------- -----------
Total other liabilities 784.8836.4 779.0
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value, authorized 25,000,000 shares,
none issued -- --- -
Common stock, $.01 par value, authorized 125,000,000 shares,
issued 84,849,51884,964,519 and 84,717,834 shares, respectively .8 .8
Capital in excess of par value 1,636.41,638.8 1,631.4
Accumulated deficit (470.1)(443.0) (496.9)
Accumulated other comprehensive income (loss) (190.0)(199.4) (145.1)
Treasury stock at cost, 9,045,200 and 8,945,200 shares, respectively (253.1) (249.8)
-------- ------------------- -----------
Total shareholders' equity 724.0744.1 740.4
-------- ------------------- -----------
Total liabilities and shareholders' equity $2,938.5 $3,041.6
======== ========$ 2,970.9 $ 3,041.6
=========== ===========
The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.
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MANPOWER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE DATA)
3 MONTHS ENDED MARCH 31,
-----------------------6 MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- --------------------------
2001 2000 --------- ---------2001 2000
------------- ------------ ------------- ------------
Revenues from services $ 2,651.92,620.1 $ 2,568.32,714.1 $ 5,272.0 $ 5,282.4
Cost of services 2,168.0 2,122.3
--------- ---------2,131.0 2,236.3 4,299.0 4,358.6
----------- ---------- ---------- ----------
Gross profit 483.9 446.0489.1 477.8 973.0 923.8
Selling and administrative expenses 431.7 395.5
--------- ---------426.4 408.1 858.2 803.6
----------- ---------- ---------- ----------
Operating profit 52.2 50.562.7 69.7 114.8 120.2
Interest and other expense 10.3 10.8
--------- ---------8.6 10.7 18.8 21.5
----------- ---------- ---------- ----------
Earnings before income taxes 41.9 39.754.1 59.0 96.0 98.7
Provision for income taxes 15.1 14.1
--------- ---------19.5 21.0 34.5 35.1
----------- ---------- ---------- ----------
Net earnings $ 26.834.6 $ 25.6
========= =========38.0 $ 61.5 $ 63.6
=========== ========== ========== ==========
Net earnings per share $ .35.46 $ .34
========= =========.50 $ .81 $ .84
=========== ========== ========== ==========
Net earnings per share - diluted $ .35.45 $ .33
========= =========.49 $ .80 $ .82
=========== ========== ========== ==========
Weighted average common shares 75.8 76.1
========= =========76.0 75.8 76.0
=========== ========== ========== ==========
Weighted average common shares - diluted 76.9 77.1 76.9 77.2
========= ===================== =========== =========== ===========
The accompanying notes to consolidated financial statements
are an integral part of these statements.
- --------------------------------------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL SYSTEMWIDE INFORMATION (UNAUDITED)
(IN MILLIONS)
3 MONTHS ENDED MARCH 31,
----------------------------6 MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- -------------------------
2001 2000 ---------- ----------2001 2000
------------- ------------ ------------ ------------
Systemwide Sales $ 3,011.12,944.1 $ 2,972.53,121.9 $ 5,955.2 $ 6,097.4
=========== ========== ========== ==========
Systemwide information represents the total of Company-owned branches and
franchises.
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MANPOWER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN MILLIONS)
36 MONTHS ENDED
MARCH 31,
------------------JUNE 30,
--------------------------
2001 2000
------ ------------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 26.861.5 $ 25.663.6
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 18.2 17.937.1 35.4
Deferred income taxes .3 --(4.2) (3.9)
Provision for doubtful accounts 4.8 5.910.1 12.3
Changes in operating assets and liabilities:
Amounts advanced under the Receivables Facility (67.0) (30.0)(80.0) (100.0)
Accounts receivable 58.9 14.628.3 (183.5)
Other assets (26.2) (2.0)(40.8) (3.5)
Other liabilities 65.8 50.9
------ ------50.1 154.7
--------- ---------
Cash provided (used) by operating activities 81.6 82.9
------ ------62.1 (24.9)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (21.6) (17.4)(43.9) (33.8)
Acquisitions of businesses, net of cash acquired (50.3) (121.9)(96.1) (157.5)
Proceeds from the sale of property and equipment 1.2 1.4
------ ------3.2 3.0
--------- ---------
Cash used by investing activities (70.7) (137.9)
------ ------(136.8) (188.3)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in payable to banks (45.0) (81.3)short-term borrowings (25.0) (5.8)
Proceeds from long-term debt 45.9 151.1220.4 273.0
Repayment of long-term debt (12.3) (80.6)(116.2) (105.9)
Proceeds from stock option and purchase plans 5.0 4.57.4 6.6
Repurchase of common stock (3.3) (7.8)
------ ------(14.5)
Dividends paid (7.6) (7.6)
--------- ---------
Cash usedprovided by financing activities (9.7) (14.1)
------ ------75.7 145.8
--------- ---------
Effect of exchange rate changes on cash (9.4) (15.5)
------ ------(13.0) (29.8)
--------- ---------
Net change in cash and cash equivalents (8.2) (84.6)(12.0) (97.2)
Cash and cash equivalents, beginning of period 181.7 241.7
------ --------------- ---------
Cash and cash equivalents, end of period $173.5 $157.1
====== ======$ 169.7 $ 144.5
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 12.916.8 $ 4.6
====== ======7.8
========= ===========
Income taxes paid $ 16.271.2 $ 11.9
====== ======28.6
========= ===========
The accompanying notes to consolidated financial statements
are an integral part of these statements.
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MANPOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2001 AND 2000
(IN MILLIONS, EXCEPT PER SHARE DATA)
(1) Basis of Presentation
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission, although the Company believes that the
disclosures are adequate to make the information presented not misleading. These
consolidated financial statements should be read in conjunction with the
consolidated financial statements included in the Company's 2000 Annual Report
to Shareholders.
The information furnished reflects all adjustments that, in the opinion of
management, are necessary for a fair statement of the results of operations for
the periods presented. Such adjustments are of a normal recurring nature.
(2) Reclassifications
Certain amounts in the 2000 consolidated financial statements have been
reclassified to be consistent with the current year presentation.
(2) New Accounting Pronouncements
During June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 141, "Business
Combinations," which requires all business combinations completed subsequent to
June 30, 2001 to be accounted for using the purchase method. Although the
purchase method generally remains unchanged, this standard also requires that
acquired intangible assets should be separately recognized if the benefit of the
intangible assets are obtained through contractual or other legal rights, or if
the intangible assets can be sold, transferred, licensed, rented or exchanged,
regardless of the acquirer's intent to do so. Intangible assets separately
identified must be amortized over their estimated economic life. Goodwill or
identifiable intangible assets with an indefinite life resulting from such
business combinations are no longer required to be amortized.
This statement is effective for the Company beginning July 1, 2001. The Company
has accounted for all previous acquisitions under the purchase method and the
related excess of purchase price over net assets was mainly goodwill, therefore,
the adoption of this statement will not have a material impact on the
consolidated financial statements.
During June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets," which prohibits the amortization of goodwill over an estimated useful
life. Rather, goodwill will be subject to impairment reviews by applying a
fair-value-based test at the reporting unit level, which generally represents
operations one level below the segments reported by the Company. An impairment
loss will be recorded for any goodwill that is determined to be impaired.
This statement is effective for the Company on January 1, 2002. Upon adoption,
the Company will perform an impairment test on all existing goodwill, which will
be updated at least annually. The Company has not yet determined the extent of
any impairment losses on its existing goodwill, however, any such losses are not
expected to be material to the consolidated financial statements.
(3) Acquisitions
8
During AprilJuly 2001, the Company signed a definitive agreement to acquireacquired Jefferson Wells International, Inc.
("Jefferson Wells"), a professional services provider of internal audit,
accounting, technology and tax services.services, for approximately $174.0, including
assumed debt. The acquisition of Jefferson Wells is based in Wisconsin andwas financed through the
Company's existing credit facilities. Jefferson Wells operates a network of
offices throughout the United States and Canada. The Company planssubstantial majority of the
purchase price is expected to pay approximately $174.0 for
Jefferson Wellsbe allocated to goodwill and expects to finance the acquisition using its current credit
facilities.other identifiable
intangible assets.
During the first quartersix months of 2001, the Company also acquired and invested in
several companies throughout the world. The total consideration paid for such
transactions was $50.3$96.1 as of March 31,June 30, 2001, the majority of which was recorded
as intangible assets.goodwill. This consideration includes the final payment of $30.0 in deferred
consideration related to itsthe Company's January 2000 acquisition of Elan Group
Limited.
(4) Income Taxes
The Company provided for income taxes at 36.0%, which is equal to the estimated
annual effective tax rate based on the currently available information. This
rate is higher than the U.S. Federal statutory rate due to cost of foreign
repatriations, foreign tax rate differences and U.S. state income taxes.
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(5) Earnings Per Share
The calculations of net earnings per share and net earnings per share - diluted
are as follows:
3 MONTHS ENDED MARCH 31,
---------------------6 MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2001 2000 -------- --------2001 2000
----------- ----------- ----------- -----------
Net earnings per share:
Net earnings available to common shareholders $ 26.834.6 $ 25.638.0 $ 61.5 $ 63.6
Weighted average common shares outstanding 75.8 76.176.0 75.8 76.0
-------- -------- -------- --------
$ .35.46 $ .34.50 $ .81 $ .84
======== ======== ======== ========
Net earnings per share - diluted:
Net earnings available to common shareholders $ 26.834.6 $ 25.638.0 $ 61.5 $ 63.6
Weighted average common shares outstanding 75.8 76.1
Effect76.0 75.8 76.0
Dilutive effect of dilutive stock options 1.1 1.1 1.1 1.2
-------- -------- -------- --------
76.9 77.1 76.9 77.2
-------- -------- -------- --------
$ .35.45 $ .33.49 $ .80 $ .82
======== ======== ======== ========
(6) Shareholders' Equity
Comprehensive income (loss) consists of the following:
3 MONTHS ENDED MARCH 31,
----------------6 MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2001 2000 ----- -----2001 2000
----------- ----------- ----------- -----------
Net earnings $26.8 $25.6$ 34.6 $ 38.0 $ 61.5 $ 63.6
Other comprehensive income (loss): - net of tax:
Foreign currency translation adjustments (37.6) (25.7)(12.9) (19.0) (50.5) (44.7)
Unrealized lossgain (loss) on available for sale securities (2.0) --1.3 - (.7) -
Unrealized lossgain (loss) on derivative financial instruments (5.3) --
----- -----2.2 - (3.1) -
-------- -------- -------- --------
Comprehensive income (loss) $(18.1) $ (.1)
====== =====25.2 $ 19.0 $ 7.2 $ 18.9
======== ======== ======== ========
9
On May 1, 2001, the Company's Board of Directors declared a cash dividend of
$.10 per share which is payablewas paid on June 14, 2001 to shareholders of record on June
1, 2001.
(7) Interest and Other Expense (Income)
Interest and other expense (income) consists of the following:
3 MONTHS ENDED MARCH 31,
----------------6 MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2001 2000 ----- -----2001 2000
----------- ----------- ----------- -----------
Interest expense $ 8.7 $ 7.9 $ 17.4 $ 15.8
Interest income (2.7) (2.0)(2.4) (1.7) (5.0) (3.7)
Foreign exchange (gains) losses .7 1.1(.9) .2 (.2) 1.3
Loss on sale of accounts receivable 2.3 3.21.7 2.1 4.0 5.2
Miscellaneous, net 1.3 .6
----- -----1.5 2.2 2.6 2.9
-------- -------- -------- --------
Total $10.3 $10.8
===== =====$ 8.6 $ 10.7 $ 18.8 $ 21.5
======== ======== ======== ========
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(8) Contingencies
The Company and a number of unrelated parties have been named as defendants in
numerous lawsuits, including a certified class action, in Louisiana asserting
claims primarily for personal injuries, property damage and lost profits
arising out of a 1999 explosion at a customer's industrial facility. The cases
have been consolidated before a single judge and some of the most serious ones
are set for trial on September 4, 2001. Allegedly, the injuries and damages
were caused in part by the actions of one of the Company's temporary employees.
Although several recent court rulings have been adverse to the Company, it
intends to continue to vigorously contest these lawsuits. Should the ultimate
judgements or settlements exceed the Company's insurance coverage, they could
have a material effect on the Company's results of operations, financial
position and cash flows. An estimate of our portion of any liability with
respect to these claims cannot be reasonably made with currently available
information.
The Company is also involved in a number of other lawsuits arising in the
ordinary course of business that will not, in the opinion of management, have a
material effect on the Company's results of operations, financial position or
cash flows.
(9) Derivative Financial Instruments
Since June 1998, the FASB has issued SFAS Nos. 133, 137 and 138 related to
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133,
as amended" or "Statements"). These Statements establish accounting and
reporting standards requiring derivative instruments are recorded on the balance
sheet as either an asset or liability measured at fair value. If the derivative
is designated as a fair value hedge, the changes in the fair value of the
derivative and of the hedged item attributable to the hedged risk are recognized
in earnings. If the derivative is designated as a cash flow hedge, the effective
portions of the changes in the fair value of the derivative are recorded as a
component of accumulated other comprehensive income (loss) and recognized in the
consolidated statement of earnings when the hedged item affects earnings.
Ineffective portions of changes in the fair value of cash flow hedges are
recognized in earnings.
On January 1, 2001, the Company adopted SFAS No. 133, as amended. As a result of
adopting the standard, the Company recognized the fair value of all derivative
contracts as a net liability of $3.4 on the consolidated balance sheets. This
amount was recorded as a component of accumulated other comprehensive income
(loss). There was no impact on earnings.
The Company enters into various derivative financial instruments to manage
certain of its foreign currency exchange rate and interest rate risks. The
Company does not use derivative financial instruments for trading or speculative
purposes.
Foreign Currency Exchange Rate Management
In certain circumstances, the Company enters into foreign currency forward
exchange contracts to reduce the effects of fluctuating foreign currency
exchange rates on cash flows with foreign subsidiaries. Such contracts have been
designated as cash flow hedges and were considered highly effective as of June
30, 2001.
The Company's borrowings which are denominated in Euro, Japanese yen, and
British pounds have been designated and are effective as economic hedges of the
Company's net investment in its foreign
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subsidiaries with the related functional currencies. Therefore, all translation
gains or losses related to these borrowings are recorded as a component of
accumulated other comprehensive income (loss).
Interest Rate Risk Management
The Company enters into interest rate swaps to manage the effects of interest
rate movements on the Company's variable rate borrowings. The swaps are
denominated in Euro and Japanese yen and exchange floating rate for fixed rate
payments on a periodic basis over the terms of the related borrowings. Such
contracts have been designated as cash flow hedges and were considered highly
effective as of June 30, 2001.
(10) Segment Information
Segment information is as follows:
3 MONTHS ENDED 6 MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- -------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
Revenues from services:
United States (a) $ 523.5 $ 609.6 $ 1,069.8 $ 1,173.5
France 948.6 1,021.0 1,887.8 1,934.6
United Kingdom 369.6 347.2 750.5 712.2
Other Europe 475.3 459.8 974.6 919.3
Other Countries 303.1 276.5 589.3 542.8
---------- ---------- ---------- ----------
$ 2,620.1 $ 2,714.1 $ 5,272.0 $ 5,282.4
========== ========== ========== ==========
Operating Unit Profit:
United States $ 12.2 $ 23.0 $ 20.4 $ 38.5
France 35.4 31.5 61.7 52.3
United Kingdom 10.2 9.6 19.9 17.6
Other Europe 17.7 17.8 37.0 32.5
Other Countries 1.1 1.5 3.0 5.1
---------- ---------- ---------- ----------
76.6 83.4 142.0 146.0
Corporate expenses 10.0 10.4 19.6 18.9
Amortization of intangible assets 3.9 3.3 7.6 6.9
Interest and other expense 8.6 10.7 18.8 21.5
---------- ---------- ---------- ----------
Earnings before income taxes $ 54.1 $ 59.0 $ 96.0 $ 98.7
========== ========== ========== ==========
(a) Total systemwide sales in the United States, which includes sales of
Company-owned branches and franchises, were $801.5 and $965.3 for the
three months ended June 30, 2001 and 2000, respectively, and $1,663.0
and $1,887.3 for the six months ended June 30, 2001 and 2000,
respectively.
11
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
Operating Results - Three Months Ended June 30, 2001 and 2000
Revenues decreased 3.5% to $2,620.1 million for the second quarter of 2001.
Revenues were unfavorably impacted by changes in currency exchange rates during
the second quarter of 2001 due to the strengthening of the U.S. dollar, as
compared to the second quarter of 2000, relative to the currencies in most of
the Company's non-U.S. markets. At constant exchange rates, revenues would have
increased 2.5%. Acquisitions had a favorable impact of less than 1% on
consolidated revenues, on a constant currency basis, during the second quarter
of 2001.
The United States experienced a revenue decrease of 14.1% for the second quarter
of 2001 compared to 2000 due lower customer demand resulting from the economic
slowdown. Local currency revenue in France contracted .6% during the second
quarter of 2001 due to slowing of the French economy throughout the quarter.
Constant currency revenue increases for the second quarter of 2001 compared to
2000 were experienced in the United Kingdom (14.7%), Other Europe (11.5%) and
Other Countries (21.0%). Revenue growth rates in the United States, France and
Other Europe are down from those realized in the first quarter of 2001,
reflecting further slowing in the United States and recent slowing in France and
most other continental-European markets.
Gross profit increased 2.4% to $489.1 million for the second quarter of 2001
compared to 2000. Gross profit margin increased 110 basis points (1.1%) from the
second quarter of 2000 to 18.7% in 2001. This increase is due primarily to
improving business mix to higher value services and improved pricing in most of
the Company's major markets.
Selling and administrative expenses increased 4.5% to $426.4 million in the
second quarter of 2001 compared to the same period in 2000. This expense level
is lower than that incurred during the first quarter of 2001, reflecting the
Company's cost reduction efforts. As a percent of gross profit, these expenses
were 87.2% in the second quarter of 2001 compared to 85.4% in the second quarter
of 2000. The increase is due primarily to the de-leveraging of the business
caused by the slowing revenue growth, particularly in the United States and
Other Europe, coupled with the Company's continued investment in certain
expanding markets and strategic initiatives.
Interest and other expense decreased $2.1 million from the second quarter of
2000 to $8.6 million in the second quarter of 2001. Net interest expense,
including the loss on sale of accounts receivable, was $8.0 million in the
second quarter of 2001 compared to $8.3 million in the second quarter of 2000.
This decrease in expense is due to the lower borrowing levels resulting from the
improvement in working capital management. Translation gains were $.9 million in
the second quarter of 2001 compared to losses of $.2 million in the second
quarter of 2000.
The Company provided for income taxes during the second quarter of 2001 at a
rate of 36.0%, which is equal to the estimated annual effective tax rate based
on the currently available information. This rate is higher than the U.S.
Federal statutory rate due to foreign repatriations, cost of foreign tax rate
differences and U.S. state income taxes.
On a diluted basis, net earnings per share were $.45 in the second quarter of
2001 compared to $.49 in the second quarter of 2000. The net earnings per share,
on a diluted basis, for the second quarter of 2001 were negatively impacted by
$.05 due to changes in exchange rates.
Operating Results - Six Months Ended June 30, 2001 and 2000
Revenues decreased .2% to $5,272.0 million for the first six months of 2001.
Revenues were unfavorably impacted by changes in currency exchange rates during
the first six months of 2001 due to the
12
strengthening of the U.S. dollar, as compared to the first six months of 2000,
relative to the currencies in most of the Company's non-U.S. markets. At
constant exchange rates, revenues would have increased 6.1%. Acquisitions had a
favorable impact of less than 1% on consolidated revenues, on a constant
currency basis, during the first six months of 2001.
Constant currency revenue increases during the first six months of 2001 compared
to 2000 were experienced in France (4.2%), the United Kingdom (14.8%), Other
Europe (14.3%) and Other Countries (19.3%). The United States experienced a
revenue decrease of 8.8% for the first six months of 2001 compared to 2000 due
to the impact of the economic slowdown.
Gross profit increased 5.3% to $973.0 million for the first six months of 2001
compared to 2000. Gross profit margin increased 100 basis points (1.0%) from the
first six months of 2000 to 18.5% in 2001. This increase is due primarily to
improving business mix to higher value services and improved pricing in most of
the Company's major markets.
Selling and administrative expenses increased 6.8% to $858.2 million in the
first six months of 2001 compared to the same period in 2000. As a percent of
gross profit, these expenses were 88.2% in the first six months of 2001 compared
to 87.0% in the first six months of 2000. This increase is due primarily to the
de-leveraging of the business caused by the slowing revenue growth, particularly
in the United States and Other Europe, coupled with the Company's continued
investment in certain expanding markets and strategic initiatives.
Interest and other expense decreased $2.7 million from the first six months of
2000 to $18.8 million in the first six months of 2001. Net interest expense,
including the loss on sale of accounts receivable, was $16.4 million in the
first six months of 2001 compared to $17.3 million for the same period in 2000.
This decrease in expense is due to the lower borrowing levels resulting from the
improvement in working capital management. Translation gains were $.2 million in
the first six months of 2001 compared to losses of $1.3 million in the first six
months of 2000.
The Company provided for income taxes during the first six months of 2001 at a
rate of 36.0%, which is equal to the estimated annual effective tax rate based
on the currently available information. This rate is higher than the U.S.
Federal statutory rate due to cost of foreign repatriations, foreign tax rate
differences and U.S. state income taxes.
On a diluted basis, net earnings per share were $.80 for the first six months of
2001 compared to $.82 for the same period in 2000. The net earnings per share,
on a diluted basis, for the first six months of 2001 were negatively impacted by
$.08 due to changes in exchange rates.
Liquidity and Capital Resources
Cash provided by operating activities was $62.1 million in the first six months
of 2001 compared to cash used by operating activities of $24.9 million in the
first six months of 2000. Excluding the changes in amounts advanced under the
Receivable Facility, cash provided by operating activities was $142.1 million
and $75.1 million in the first six months of 2001 and 2000, respectively. This
increase is mainly due to a 2-day improvement in consolidated accounts
receivable days sales outstanding ("DSO") during the first six months of 2001
compared to 2000. Cash provided by operating activities before changes in
working capital requirements was $104.5 million in the first six months of 2001
compared to $107.4 million in the first six months of 2000.
Capital expenditures were $43.9 million in the first six months of 2001 compared
to $33.8 million during the first six months of 2000. These expenditures were
primarily comprised of purchases of computer equipment and software, office
furniture and other costs related to office openings and refurbishments.
13
During the first six months of 2001, the Company acquired and invested in
several companies throughout the world. The total consideration paid for such
transactions was $96.1 million as of June 30, 2001, which includes the final
payment of $30.0 million in deferred consideration related to the Company's
January 2000 acquisition of Elan Group Limited.
Net cash provided from borrowings was $79.2 million and $161.3 million in the
first six months of 2001 and 2000, respectively. Including changes in amounts
advanced under the accounts receivable securitization, there was a net repayment
of $.8 million in the first six months of 2001 compared to net borrowings and
advances of $61.3 million in the same period of 2000. Net borrowings and
advances in 2000 were used to finance acquisitions and working capital needs.
The Company repurchased 100,000 shares and 483,900 shares at a cost of $3.3
million and $14.5 million, respectively, during the first six months of 2001 and
2000, respectively.
Net accounts receivable decreased to $1,969.2 million at June 30, 2001 from
$2,094.4 million at December 31, 2000. This decrease is mainly due to the effect
of the change in foreign currency exchange rates in 2001 compared to 2000, which
negatively impacted the receivable balance by $166.7 million, and a 2-day
decrease in consolidated accounts receivable DSO. This decrease was offset by
the $80.0 million reduction in the amount advanced under the Company's U.S.
Receivables Facility.
As of June 30, 2001, the Company had borrowings of $211.1 million and letters of
credit of $67.6 million outstanding under its $415.0 million U.S. revolving
credit facility, and borrowings of $16.4 million outstanding under its U.S.
commercial paper program. The commercial paper borrowings have been classified
as long-term debt due to the availability to refinance them on a long-term basis
under the revolving credit facility.
The Company and some of its foreign subsidiaries maintain separate lines of
credit with foreign financial institutions to meet short-term working capital
needs. As of June 30, 2001, such lines totaled $168.5 million, of which $137.0
million was unused.
On May 1, 2001, the Company's Board of Directors declared a cash dividend of
$.10 per share which was paid on June 14, 2001 to shareholders of record on June
1, 2001.
During July 2001, the Company acquired Jefferson Wells International, Inc.
("Jefferson Wells"), a professional services provider of internal audit,
accounting, technology and tax services, for approximately $174.0 million,
including assumed debt. The acquisition of Jefferson Wells was financed through
the Company's existing credit facilities. Jefferson Wells operates a network of
offices throughout the United States and Canada.
New Accounting Pronouncements
Since June 1998, the Financial Accounting Standards Board ("FASB") has issued
Statements of Financial Accounting Standards ("SFAS") Nos. 133, 137 and 138
related to "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
No. 133, as amended" or "Statements"). These Statements establish accounting and
reporting standards requiring derivative instruments beare recorded on the balance
sheet as either an asset or liability measured at its fair value. If the
derivative is designated as a fair value hedge, the changes in the fair value of
the derivative and of the hedged item attributable to the hedged risk are
recognized in earnings. If the derivative is designated as a cash flow hedge,
the effective portions of the changes in the fair value of the derivative are
recorded inas a component of accumulated other comprehensive income (loss) and are
recognized in the incomeconsolidated statement of earnings when the hedged item
affects earnings. Ineffective portions of changes in the fair value of cash flow
hedges are recognized in earnings. 14
On January 1, 2001, the Company adopted SFAS No. 133, as amended. As a result of
adopting the standard, the Company recognized the fair value of all derivative
contracts as a net liability of $3.4 million on the consolidated balance sheets.
This amount and subsequent changes in the fair value of these derivative financial
instruments arewas recorded as a component of accumulated other comprehensive
income (loss). There has beenwas no impact on earnings.
During June 2001, the FASB issued SFAS No. 141, "Business Combinations," which
requires all business combinations completed subsequent to June 30, 2001 to be
accounted for using the purchase method. Although the purchase method generally
remains unchanged, this standard also requires that acquired intangible assets
should be separately recognized if the benefit of the intangible assets are
obtained through contractual or other legal rights, or if the intangible assets
can be sold, transferred, licensed, rented or exchanged, regardless of the
acquirer's intent to do so. Intangible assets separately identified must be
amortized over their estimated economic life. Goodwill or identifiable
intangible assets with an indefinite life resulting from such business
combinations are no longer required to be amortized.
This statement is effective for the Company beginning July 1, 2001. The Company
enters into various derivative financial instruments to manage
certain of its foreign currency exchange ratehas accounted for all previous acquisitions under the purchase method and interest rate risks. The
Company does not use derivative financial instruments for trading or speculative
purposes.
Foreign Currency Exchange Rate Management
In certain circumstances, the Company enters into foreign currency forward
exchange contracts to reduce the effects of fluctuating foreign currency
exchange rates on cash flows received from foreign subsidiaries. Such contracts
have been designated as cash flow hedges and were considered highly effective as
of March 31, 2001.
The Company's borrowings which are denominated in Euro, Japanese yen, and
British pounds have been designated and are effective as economic hedges of the
Company's net investment in its foreign subsidiaries with the
related functional
currencies. Therefore, all translation gains or losses related to these
borrowings are recorded asexcess of purchase price over net assets was mainly goodwill, therefore,
the adoption of this statement will not have a component of accumulated other comprehensive income
(loss).
Interest Rate Risk Management
The Company enters into interest rate swaps to manage the effects of interest
rate movements on the Company's variable rate borrowings. The swaps exchange
floating rate for fixed rate payments on a periodic basis over the terms of the
related borrowings. Such contracts have been designated as cash flow hedges and
were considered highly effective as of March 31, 2001.
-9-
10
(9) Business Segment Data by Geographical Area
Geographical segment information is as follows for the three months ended March
31:
2001 2000
-------- --------
Revenues from services:
United States (a) $ 546.3 $ 563.9
France 939.2 913.6
United Kingdom 381.0 365.0
Other Europe 499.4 459.5
Other Countries 286.0 266.3
-------- --------
$2,651.9 $2,568.3
======== ========
Operating Unit Profit:
United States $ 8.2 $ 15.4
France 26.3 20.8
United Kingdom 9.8 8.0
Other Europe 19.3 14.7
Other Countries 2.0 3.7
-------- --------
65.6 62.6
Corporate expenses 9.6 8.5
Amortization of intangible assets 3.8 3.6
Interest and other expense 10.3 10.8
-------- --------
Earnings before income taxes $ 41.9 $ 39.7
======== ========
(a) Total systemwide sales in the United States, which includes sales of
Company-owned branches and franchises, were $861.5 and $922.1 for the three
months ended March 31, 2001 and 2000, respectively.
-10-
11
Item 2 -- Management's Discussion and Analysis of Financial Condition and
Results of Operations
Operating Results -- Three Months Ended March 31, 2001 and 2000
Revenues increased 3.3% to $2,651.9 million for the first quarter of 2001.
Revenues were unfavorably impacted by changes in currency exchange rates during
the first quarter of 2001 due to the strengthening of the U.S. dollar, as
compared to the first quarter of 2000, relative to the currencies in most of the
Company's non-U.S. markets. At constant exchange rates, the increase in revenues
would have been 9.3%. Acquisitions had a favorablematerial impact of less than 1% on
consolidated revenues, on a constant currency basis, during the first quarter of
2001. Local currency revenue increases were experienced in a majority of the
Company's largest markets, including France (9.9%) and the United Kingdom
(10.9%). The United States experienced a revenue decrease of 3.1% for the first
quarter of 2001 compared to 2000 due to a slowing economy. The Company's Other
Europe and Other Countries segments reported constant currency increases of
17.2% and 17.1%, respectively.
Gross profit increased 8.5% to $483.9 million for the first quarter of 2001
compared to 2000. Gross profit margin increased 80 basis points (.80%) from the
first quarter of 2000 to 18.2% in 2001 due primarily to improved pricing in
France, the United Kingdom and other European markets.
Selling and administrative expenses increased 9.2% to $431.7 million in the
first quarter of 2001 compared to the same period in 2000. As a percent of gross
profit, these expenses were 89.2% in the first quarter of 2001 compared to 88.7%
in the first quarter of 2000. This increase is due primarily to the deleveraging
of the business caused by the slowing and contracting revenue growth,
particularly in the United States, and the Company's continued investment in
certain expanding markets.
Interest and other expense decreased $.5 million from the first quarter of 2000
to $10.3 million in the first quarter of 2001. Net interest expense, including
the loss on sale of accounts receivable, was $8.3 million in the first quarter
of 2001 compared to $9.1 million in the first quarter of 2000. This decrease in
expense is due to the lower borrowing levels resulting from the improvement in
working capital management.
The Company provided for income taxes at 36.0%, which is equal to the estimated
annual effective tax rate based on the currently available information. This
rate is higher than the U.S. Federal statutory rate due to foreign
repatriations, foreign tax rate differences and U.S. state income taxes.
On a diluted basis, net earnings per share was $.35 in the first quarter of 2001
compared to $.33 in the first quarter of 2000. The diluted net earnings per
share, for the first quarter of 2001 was negatively impacted by $.03 due to
changes in exchange rates.
Liquidity and Capital Resources
Cash provided by operating activities was $81.6 million in the first quarter of
2001 compared to $82.9 million in the first quarter of 2000. Excluding the
changes in amounts advanced under the accounts receivable securitization, cash
provided by operating activities was $148.6 million and $112.9 million in the
first quarter of 2001 and 2000, respectively. This increase is mainly due to the
changes in working capital requirements during the first quarter of 2001
compared to 2000, due to an improvement in consolidated accounts receivable days
sales outstanding ("DSO"). Cash provided by operating activities before changes
in working capital requirements was $50.1 million in the first quarter of 2001
compared to $49.4 million in the first quarter of 2000.
Capital expenditures were $21.6 million in the first quarter of 2001 compared to
$17.4 million during the first quarter of 2000. These expenditures were
comprised of purchases of computer equipment, office furniture and other costs
related to office openings and refurbishments.
-11-
12
During April 2001, the Company signed a definitive agreement to acquire
Jefferson Wells International, Inc. ("Jefferson Wells"), a professional services
provider of internal audit, accounting, technology and tax services. Jefferson
Wells is based in Wisconsin and operates a network of offices throughout the
United States and Canada. The Company plans to pay approximately $174.0 million
for Jefferson Wells and expects to finance the acquisition using its current
credit facilities.
During the first quarter of 2001, the Company also acquired and invested in
several companies throughout the world. The total consideration paid for such
transactions was $50.3 as of March 31, 2001, which includes the final payment of
$30.0 million in deferred consideration related to its January 2000 acquisition
of Elan Group Limited.
Net cash used to repay borrowings was $11.4 million and $10.8 million in the
first quarter of 2001 and 2000, respectively. The Company repurchased 100,000
common shares at a cost of $3.3 million during the first quarter of 2001.
Accounts receivable decreased to $1,988.2 million at March 31, 2001 from
$2,094.4 million at December 31, 2000. This decrease is due to the effect of the
change in foreign currency exchange rates during the first quarter of 2001,
which negatively impacted the receivable balance by $109.0 million and the
decrease due to seasonal fluctuations, as the revenue levels in the first
quarter are typically lower than the fourth quarter. The amount advanced under
the Company's U.S. Receivable Facility was reduced by $67.0 million during the
first quarter of 2001.
As of March 31, 2001, the Company had borrowings of $161.6 million and letters
of credit of $62.6 million outstanding under its $415.0 million U.S. revolving
credit facility, and borrowings of $4.1 million outstanding under its U.S.
commercial paper program. The commercial paper borrowings have been classified
as long-term debt due to the availability to refinance them on a long-term basis
under the revolving credit facility.
The Company and some of its foreign subsidiaries maintain separate lines of
credit with foreign financial institutions to meet short-term working capital
needs. As of March 31, 2001, such lines totaled $175.6 million, of which $162.9
million was unused.
On May 1, 2001, the Company's Board of Directors declared a cash dividend of
$.10 per share which is payable on June 14, 2001 to shareholders of record on
June 1, 2001.
New Accounting Pronouncement
Since June 1998, the Financial Accounting Standards Board ("FASB") has issued
Statements of Financial Accounting Standards ("SFAS") Nos. 133, 137 and 138
related to "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
No. 133, as amended" or "Statements"). These Statements establish accounting and
reporting standards requiring derivative instruments be recorded on the balance
sheet as either an asset or liability measured at its fair value. If the
derivative is designated as a fair value hedge, the changes in the fair value of
the derivative and of the hedged item attributable to the hedged risk are
recognized in earnings. If the derivative is designated as a cash flow hedge,
the effective portions of the changes in the fair value of the derivative are
recorded in other comprehensive income and are recognized in the income
statement when the hedged item affects earnings. Ineffective portions of changes
in the fair value of cash flow hedges are recognized in earnings.
On January 1, 2001, the Company adopted SFAS No. 133, as amended. As a result of
adopting the standard, the Company recognized the fair value of all derivative
contracts as a net liability of $3.4 on the
consolidated balance sheets.financial statements.
During June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets," which prohibits the amortization of goodwill over an estimated useful
life. Rather, goodwill will be subject to impairment reviews by applying a
fair-value-based test at the reporting unit level, which generally represents
operations one level below the segments reported by the Company. An impairment
loss will be recorded for any goodwill that is determined to be impaired.
This amount and subsequent changes instatement is effective for the fair valueCompany on January 1, 2002. Upon adoption,
the Company will perform an impairment test on all existing goodwill, which will
be updated at least annually. The Company has not yet determined the extent of
these derivativeany impairment losses on its existing goodwill, however, any such losses are not
expected to be material to the consolidated financial instruments are recorded as a component of accumulated other comprehensive
income (loss). There has been no impact on earnings.
-12-
13statements.
The Euro
Twelve of the fifteen member countries of the European Union (the "participating
countries") have established fixed conversion rates between their existing
sovereign currencies (the "legacy currencies") and the Euro and have agreed to
adopt the Euro as their common legal currency. The legacy currencies will remain
legal tender in the participating countries as denominations of the Euro between
January 1, 1999 and January 1, 2002 (the "transition period"). During the
transition period, public and private parties may pay for goods and services
using either the Euro or the participating country's legacy currency. Beginning
on January 1, 2002, Euro-denominated bills and coins will be issued and legacy
currencies will be withdrawn from circulation.
The Company has significant operations in many of the participating countries
and continues to assess the impact of the Euro on its business operations. Since
the Company's labor costs and prices are generally determined on a local basis,
the near-term impact of the Euro has been and is expected to be primarily
related to making internal information systems modifications to meet employee
payroll, customer invoicing and financial reporting requirements. Such
modifications relate to converting currency values and to operating in a dual
currency environment during the transition period. Modifications of internal
information systems have been occurring throughout the transition period and are
mainly coordinated with other system-related upgrades and enhancements. All
modifications are expected to be completed prior to December 2001. The Company
will account for all such system modification costs in accordance with its
existing policy and does not expect such costs to be material to the Company's
consolidated financial statements. 15
Forward-Looking Statements
Certain information included or incorporated by reference in this filing and
identified by use of the words "expects," "believes," "plans" or the like
constitutes forward-looking statements, as such term is defined in Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. In addition, any information included or incorporated by reference in
future filings by the Company with the Securities and Exchange Commission, as
well as information contained in written material, releases and oral statements
issued by or on behalf of the Company may include forward-looking statements.
All statements which address operating performance, events or developments that
the Company expects or anticipates will occur or future financial performance
are forward-looking statements.
These forward-looking statements speak only as of the date on which they are
made. They rely on a number of assumptions concerning future events and are
subject to a number of risks and uncertainties, many of which are outside of the
Company's control, that could cause actual results to differ materially from
such statements. These risks and uncertainties include, but are not limited to:
- - material changes in the demand from larger customers, including customers
with which the Company has national or global arrangements
- - availability of temporary workers or workers with the skills required by
customers
- - increases in the wages paid to temporary workers
- - competitive market pressures, including pricing pressures
- - ability to successfully expand into new markets or service lines
- - ability to successfully invest in and implement information systems
- - unanticipated technological changes, including obsolescence or impairment
of information systems
- - changes in customer attitudes toward the use of staffing services
- - government, tax or regulatory policies adverse to the employment services
industry
- - general economic conditions in domestic and international markets
- - interest rate and exchange rate fluctuations
- - difficulties related to acquisitions, including integrating the acquired
companies and achieving the expected benefits
-13-
14
The Company disclaims any obligation to update publicly or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Item 3 --- Quantitative and Qualitative Disclosures Aboutabout Market Risk
The Company's 2000 Annual Report on Form 10-K contains certain disclosures about
market risks affecting the Company. There have been no material changes to the
information provided which would require additional disclosures as of the date
of this filing.
16
PART II --- OTHER INFORMATION
None
-14-Item 1 - Legal Proceedings
Information relating to legal proceedings is set forth in Note 8 to the
Company's consolidated financial statements.
Item 2 - Changes in Securities and Use of Proceeds
(a) At the Annual Meeting of the Company's shareholders on May 1, 2001, the
shareholders of the Company's common stock, $0.01 par value, approved an
amendment to the Company's Amended and Restated Articles of Incorporation
to increase the permitted size of the Company's Board of Directors from
between three and eleven directors to between three and fifteen
directors. A corresponding change was made to the Company's Amended and
Restated By-Laws.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
Item 4 - Submission of Matters to a Vote of Security Holders
On May 1, 2001, at the Company's Annual Meeting of Shareholders (the "Annual
Meeting") the shareholders of the Company voted to: (1) elect three directors to
serve until 2004 as Class II directors; (2) amend the 1994 Executive Stock
Option and Restricted Stock Plan of Manpower Inc. to increase the number of
shares authorized for issuance and permit the Company's directors to participate
in the Plan; (3) amend the Company's Amended and Restated Articles of
Incorporation to increase the maximum number of directors; and (4) ratify the
appointment of Arthur Andersen LLP as the Company's independent auditors for
2001. In addition, Dudley J. Godfrey, Jr., Marvin B. Goodman, Edward J. Zore and
J. Thomas Bouchard continued as Class III directors (term expiring 2002), and
Dennis Stevenson, John R. Walter, Jeffery A. Joerres and Nancy G. Brinker
continued as Class I directors (term expiring 2003). The results of the
proposals voted upon at the Annual Meeting are as follows:
Broker
For Against Withheld Abstain Non-Vote
--- ------- -------- ------- --------
1. a) Election of J. Ira Harris 62,975,314 - 1,808,120 - -
b) Election of Terry A. Hueneke 63,812,709 - 970,725 - -
c) Election of Willie D. Davis 63,906,919 - 876,515 - -
2. Approval of amendment to the 1994
Executive Stock Option and Restricted
Stock Plan of Manpower Inc. to increase
the number of shares authorized and to
permit the Company's directors to
participate in the Plan. 57,078,298 7,342,756 - 362,380 -
3. Approval of amendment to Amended and
Restated Articles of Incorporation of
the Company to increase the maximum
number of directors. 64,484,058 212,108 - 87,268 -
4. Ratification of Arthur Andersen
LLP as independent auditors 63,751,199 1,007,756 - 24,479 -
1517
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Amendment of Amended and Restated Articles of Incorporation of
Manpower Inc.
3.2 Amended and Restated By-Laws of Manpower Inc.
(b) The Company did not file any reports on Form 8-K during the quarter for
which this report is filed.
18
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.
MANPOWER INC.
------------------------------------------------------------------------------------------------------------
(Registrant)
Date: May 14,August 10, 2001 /s/ Michael J. Van Handel
------------------------------------------------------------------------------------------------------------
Michael J. Van Handel
Senior Vice President, Chief Financial Officer and
Secretary (Signing on behalf of the Registrant and
as the Principal Financial Officer and Principal
Accounting Officer)
-15-