SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 1996
Commission file number 0-23198
INTERIM SERVICES INC.
(Exact name of registrant in its charter)
DELAWARE 36-3536544
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2050 SPECTRUM BOULEVARD
FORT LAUDERDALE, FLORIDA 33309
(Address of principal executive offices, including zip code)
(954) 938-7600
(Registrant's telephone number, including area code)
_______________________
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes ( X ) No ( )
The number of shares outstanding of the registrant's Common Stock, $.0l par
value, at July 26, 1996 was 15,472,104 shares.
TABLE OF CONTENTS
Page
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets (Unaudited)
June 28, 1996 and December 29, 1995.............................. 1
Consolidated Statements of Earnings (Unaudited)
Quarter Ended June 28, 1996 and June 30, 1995
Six Months Ended June 28, 1996 and June 30, 1995................. 2
Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended June 28, 1996 and June 30, 1995................. 3
Notes to Consolidated Financial Statements (Unaudited)............. 4
ITEM 2.
Management's Discussion and Analysis of
Results of Operations and Financial Condition.................... 6
PART II OTHER INFORMATION
ITEM 6.
Exhibits and Reports on Form 8-K................................... 6
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTERIM SERVICES INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED, AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
JUNE 28, DECEMBER 29,
1996 1995
-------- ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,007 $ 4,025
Marketable securities 55 15,675
Receivables, less allowance for doubtful
accounts of $2,813 and $2,176 167,274 143,209
Insurance deposits 51,393 50,686
Other current assets 11,430 9,270
-------- ---------
TOTAL CURRENT ASSETS 232,159 222,865
INTANGIBLE ASSETS, NET 174,154 171,529
PROPERTY AND EQUIPMENT, NET 35,469 27,128
OTHER ASSETS 22,123 20,106
-------- ---------
$463,905 $441,628
-------- ---------
-------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable to banks $ 60,000 $ 54,727
Accounts payable and other accrued expenses 27,239 25,829
Accrued salaries, wages and payroll taxes 39,193 30,005
Accrued insurance 44,860 43,319
Dividend payable - 372
Accrued income taxes - 1,087
-------- ---------
TOTAL CURRENT LIABILITIES 171,292 155,339
LONG-TERM OBLIGATIONS 60,000 60,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01 per share;
authorized-- 2,500,000 shares;
none issued or outstanding - -
Common stock, par value $.01 per share;
authorized-- 25,000,000 shares:
issued and outstanding--
15,464,351 and 15,376,248 shares 155 154
Additional paid-in capital 86,697 85,121
Unrealized gain on marketable securities - 26
Retained earnings 145,761 140,988
-------- ---------
TOTAL STOCKHOLDERS' EQUITY 232,613 226,289
-------- ---------
$463,905 $441,628
-------- ---------
-------- ---------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
1
INTERIM SERVICES INC.
CONSOLIDATED STATEMENT OF EARNINGS
(UNAUDITED, AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
QUARTER ENDED SIX MONTHS ENDED
------------------ -------------------
JUNE 28, JUNE 30, JUNE 28, JUNE 30,
1996 1995 1996 1995
-------- -------- -------- ---------
Revenues $281,188 $203,444 $545,913 $397,096
Cost of services 194,504 140,599 380,232 275,135
-------- -------- -------- ---------
Gross profit 86,684 62,845 165,681 121,961
-------- -------- -------- ---------
Selling, general and
administrative expenses 60,964 42,098 116,741 82,462
Licensee commissions 9,475 9,513 18,657 18,157
Amortization of intangibles 2,188 1,665 4,337 3,291
Net interest expense (income) 1,805 (59) 3,441 (42)
Merger expense 8,183 - 8,600 -
-------- -------- -------- ---------
82,615 53,217 151,776 103,868
-------- -------- -------- ---------
EARNINGS BEFORE TAXES 4,069 9,628 13,905 18,093
Income taxes 4,415 4,159 8,762 7,932
-------- -------- -------- ---------
NET (LOSS) EARNINGS $ (346) $ 5,469 $ 5,143 $ 10,161
-------- -------- -------- ---------
-------- -------- -------- ---------
NET (LOSS) EARNINGS PER COMMON AND
COMMON EQUIVALENT SHARES $ (0.02) $ 0.35 $ 0.32 $ 0.65
-------- -------- -------- ---------
-------- -------- -------- ---------
WEIGHTED AVERAGE SHARES
OUTSTANDING 15,420 15,669 15,916 15,659
-------- -------- -------- ---------
-------- -------- -------- ---------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
2
INTERIM SERVICES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, AMOUNTS IN THOUSANDS)
SIX MONTHS ENDED
------------------
JUNE 28, JUNE 30,
1996 1995
--------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Earnings $ 5,143 $ 10,161
Adjustments to reconcile net earnings to net cash
from operating activities:
Depreciation and amortization 9,098 6,931
Provision (benefit) for deferred taxes on income 327 (111)
Changes in assets and liabilities, net of effects of
acquisitions
Receivables (24,308) (8,022)
Insurance deposits (707) 13
Other current assets (2,475) (3,244)
Other assets (3,031) 863
Accounts payable and accrued expenses 524 (2,881)
Accrued salaries, wages and payroll taxes 9,152 3,688
Accrued insurance 1,541 597
Accrued income taxes (1,087) (448)
Other (1) (128)
--------- --------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (5,824) 7,419
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (12,919) (6,896)
Purchases of marketable securities (1,123) (11,443)
Proceeds from sale of marketable securities 16,754 9,562
Decreases in deposits - 5
Acquisitions, net of cash acquired (5,382) (18,055)
--------- --------
NET CASH USED IN INVESTING ACTIVITIES (2,670) (26,827)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments/Issuances of Notes Payable 5,273 18,727
Dividends paid (374) (622)
Proceeds from exercise of employee stock options 1,577 297
--------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 6,476 18,402
--------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (2,018) (1,006)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 4,025 6,872
--------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,007 $ 5,866
--------- --------
--------- --------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Income taxes paid $ 11,422 $ 8,652
--------- --------
--------- --------
Interest paid $ 3,841 $ 348
--------- --------
--------- --------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The Consolidated Balance Sheet as of June 28, 1996, the Consolidated
Statements of Earnings for the quarter and six months ended June 28, 1996 and
June 30, 1995, and the Consolidated Statements of Cash Flows for the six
months ended June 28, 1996 and June 30, 1995 have been prepared by the
Company, without audit. The Consolidated Balance Sheet as of December 29,
1995 was derived from audited financial statements. In the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of operations and
cash flows as of June 28, 1996 and for all periods presented have been made.
These consolidated financial statements should be read in conjunction
with the Company's supplemental financial statements and notes thereto
included in the Company's recent Form S-3 filing on July 29, 1996. These
financial statements give retroactive effect to the merger of Brandon
Systems Corporation with Interim Services Inc. on May 23, 1996 and have
become Interim's historical consolidated financial statements (see
footnote 2).
2. The Company completed a merger with Brandon Systems Corporation
("Brandon") on May 23, 1996, whereby 4,401,146 outstanding shares of Brandon
and 235,900 Brandon stock options were exchanged for 3,872,690 shares of
Interim common stock and 207,592 vested Interim stock options (the "Brandon
Merger"). This transaction was accounted for as a pooling-of-interests and
accordingly the historical financial information has been restated for all
periods prior to the Brandon Merger. Certain reclassifications have been made
to Brandon's accounts to conform to the Company's presentation. Operating
results previously reported for the separate companies for periods prior to
the merger are as follows:
Quarters Ended
---------------------
March 29, March 31,
1996 1995
--------- ----------
Revenues:
Interim $ 242,414 $ 173,517
Brandon 22,311 20,135
--------- ----------
$ 264,725 $ 193,652
--------- ----------
--------- ----------
Net earnings:
Interim $ 4,245 $ 3,241
Brandon 1,244 1,451
--------- ----------
$ 5,489 $ 4,692
--------- ----------
--------- ----------
Net earnings per share:
Interim $ 0.27 $ 0.21
Brandon $ 0.08 $ 0.09
--------- ----------
$ 0.35 $ 0.30
--------- ----------
--------- ----------
4
All fees and expenses related to the merger and the consolidation of the
combined companies have been expensed as required under the pooling-of-
interests accounting method in the Company's Consolidated Statement of
Earnings for the period ended June 28, 1996. Such fees and expenses are
approximately $ 8.6 million and consist of investment banking, legal and
accounting fees, severance and benefit related costs and other costs of
consolidating operations. The actual cost of the transaction may vary from
these estimates.
3. Net earnings per share is based on the weighted average number of shares of
common stock and common stock equivalents outstanding during each period. As
of June 28, 1996, the Company has 15,464,351 shares of common stock
outstanding.
5
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Interim and
Brandon Systems Corporation ("Brandon") (a wholly-owned subsidiary of Interim),
collectively referred to as the Company. On May 23, 1996, Brandon became a
wholly-owned subsidiary of Interim. These consolidated financial statements have
been prepared under the pooling-of-interests method of accounting and
accordingly reflect the combined financial position and operating results of
Interim and Brandon for all periods presented. There were no significant
intercompany transactions during the periods covered by these consolidated
financial statements (see footnote 2).
RESULTS OF OPERATIONS
The following analysis of operations for the quarter and six months ended June
28, 1996 compared to the quarter and six months ended June 30, 1995 should be
read in conjunction with the Consolidated Statement of Earnings found on page 2.
QUARTER ENDED JUNE 28, 1996 COMPARED TO QUARTER ENDED JUNE 30, 1995
Revenues increased 38.2% to $281.2 million from $203.4 million last year.
Revenues are generated primarily through two operating divisions, Commercial
Services and HealthCare. Commercial Services revenues increased 46.1%
reflecting significant acquisition activity in the Information Technology
(IT) service line, expansion of the On-Premise program and an increase in the
number of offices. HealthCare Division revenues increased 14.0% due to
increases in number of company owned offices and expansion of Occupational
Health services.
Gross profit increased 37.9% to $86.7 million compared to $62.8 million a
year ago. Increases in cost of services and gross profit are associated
with the increase in revenues. Gross profit margin decreased to 30.8% from
30.9% last year principally due to a decline in franchise royalties as a
percent of total company revenue. Franchise royalties contribute 100% to
gross profit. Revenues of company-owned offices are growing at a faster rate
than franchise sales principally due to acquisition activity and increased
company-owned On-Premise locations.
Selling, general and administrative expenses increased 44.8% to $61.0 million
from $42.1 million last year. Selling, general and administrative expenses
as a percentage of revenues were 21.7% compared to 20.7% a year ago.
Operating expenses increased due to the higher costs associated with our
professional services group, IT, accounting, legal and search which have
higher gross margins and higher operating expenses.
6
RESULTS OF OPERATIONS (Cont'd)
Licensee commissions remained at $9.5 million due to the conversion of a
large licensee to a franchise in the first quarter of 1996. Licensee
commissions as a percent of revenues decreased to 3.4% from 4.7% due to
branch revenues growing at a faster rate than licensee revenue.
Amortization expense increased from $1.7 million to $2.2 million reflecting an
increase in intangible assets arising from acquisitions.
The effective tax rate of 108.5% for the second quarter of 1996 results from
a large portion of merger costs being non-deductible. The effective tax rate,
excluding the effects of non recurring merger charges, was 43.1% compared to
43.2% last year. The decline in the effective tax rate is due primarily to
the fact that during these periods amortization of certain non-deductible
intangibles remained relatively fixed while earnings before taxes increased.
The Company reported a net loss of $0.3 million, or a loss of $0.02 per
share, after recognizing estimated merger costs associated with the Brandon
merger. The Company recorded merger costs of $8.2 million consisting of
investment banking, legal and accounting fees, severance and benefit related
costs and other costs of consolidating operations. The actual cost of the
transaction could vary from these estimates. These costs reduced the second
quarter net earnings by $7.3 million, net of tax, or $0.46 per share.
Excluding the effects of non recurring merger charges, net earnings for
the quarter were up 27.5% to $7.0 million, or $0.44 per share, compared to $5.5
million, or $0.35 per share last year, representing a 25.7% increase in per
share earnings. The weighted average number of shares outstanding was
15,420,000 compared to 15,669,000 last year.
SIX MONTHS ENDED JUNE 28, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995
Revenues increased 37.5% to $545.9 million from $397.1 million last year.
Revenues are generated primarily through two operating divisions, Commercial
Services and HealthCare. Commercial Services revenues increased 45.2%
reflecting significant acquisition activity in the Information Technology
(IT) service line, expansion of the On-Premise program and an increase in the
number of offices. HealthCare Division revenues increased 14.3% due to
increases in the number of offices and expansion of Occupational Health and
Physicians services.
Gross profit increased 35.8% to $165.7 million compared to $122.0 million a
year ago. The increases in cost of services and gross profit are associated
with increases in revenues. Gross profit margin decreased to 30.3% from 30.7%
last year principally due to a decline in franchise royalties as a percent of
total company revenue. Franchise royalties contribute 100% to gross profit.
Revenues of company-owned offices are growing at a faster rate than franchise
revenues principally due to acquisition activity and increased company-owned On-
Premise locations.
Selling, general and administrative expenses increased 41.6% to $116.7 million
from $82.5 million last year. Selling, general and administrative expenses as a
percentage of revenues were 21.4% compared to 20.8% a year ago. Operating
expenses increased due to the higher costs associated with our professional
services group, IT, accounting, legal and search which have higher gross
margins and higher operating expenses.
7
RESULTS OF OPERATIONS (Cont'd)
Licensee commissions increased to $18.7 million from $18.2 million last year.
The increase in commissions is due to increased revenues by existing licensees.
Amortization expenses increased from $ 3.3 to $ 4.3 million, reflecting an
increase in intangible assets arising from acquisitions.
Interest expense increased due to an increase in borrowings during the period
(see Financial Condition).
The effective tax rate of 63.0% for the first six months of 1996 results from
a large portion of merger costs being non-deductible. The effective tax rate,
excluding the effects of non recurring merger charges, was 43.6% compared to
43.8% last year. The decline in the effective tax rate is due primarily to
the fact that during these periods amortization of certain non-deductible
intangibles remained relatively fixed while earnings before taxes increased.
The Company reported net earnings of $5.1 million, or $0.32 per share after
recognizing merger costs associated with the Brandon merger. The merger
costs of $8.6 million reduced net earnings by $7.6 million, net of tax, or
$0.48 per share. Excluding the effects of non recurring merger charges, net
earnings for the quarter were up 25.0% to $12.7 million, or $0.80 per share,
compared to $10.2 million, or $0.65 per share last year, representing a 23.1%
increase in per share earnings. The weighted average number of shares
outstanding was 15,916,000 compared to 15,659,000 last year.
FINANCIAL CONDITION
These comments should be read in conjunction with the Consolidated Balance
Sheets and Consolidated Statements of Cash Flows found on pages 1 and 3,
respectively.
Working capital including effects of acquisitions decreased from $67.5
million at December 29, 1995 to $60.9 million at June 28, 1996. The working
capital ratio was 1.4 at June 28, 1996 and at the end of 1995. After the
merger with Brandon, the Company sold marketable securities and utilized
proceeds to pay down debt, however, merger-related costs and increased
receivables related to strong revenue growth during the period resulted in a
net increase of $5.3 million in short term debt during the second quarter
ended June 28, 1996. Additionally, the Company used cash in the second
quarter of 1996 for capital expenditures related to computer hardware and
construction in progress for the expansion of the Corporate Service Center.
The Company believes that its internally generated funds and lines of credit
are sufficient to support anticipated levels of growth.
8
PART II - OTHER INFORMATION
ITEM 4. - MATTERS SUBMITTED TO A VOTE OF SECURITY HOLDERS
(a)(1) The Annual Meeting of the stockholders of the company was held on
May 9, 1996.
(a)(2) Special Meeting of stockholders of the Company was held on
May 23, 1996.
(b) At the Annual Meeting, directors Raymond Marcy, J. Ian Morrison and A.
Michael Victory were re-elected for three-year terms expiring in 1999. The
following directors continue in office after the Annual Meeting, for terms
expiring in the year following their names: William F. Evans (97); Cinda A.
Hallman (97); Harold Toppel (97); Jerome B. Grossman (98); Allan C. Sorensen
(98).
(c)(1) Votes for the election of directors at the Annual meeting were as
follows:
VOTES FOR VOTES WITHHELD
------------ ----------------
Raymond Marcy 10,240,919 6,446
J. Ian Morrison 10,241,475 5,889
A. Michael Victory 10,240,604 6,760
NOTE: On May 23, 1996, by vote of the Board of Directors, a new Class III
directorship was created and Steven S. Elbaum was elected to this
directorship for a term expiring in 1999.
(c)(2) At the Annual Meeting, stockholders voted on proposals to amend each
of the Company's 1993 Long-Term Executive Compensation Plan and the 1993
Stock Option Plan for Outside Directors to increase by an aggregate of
450,000 the number of shares issuable under the Plans. The votes were as
follows:
BROKER
VOTES FOR VOTES AGAINST ABSTENTIONS NON-VOTES
--------- ------------- ----------- ---------
Amend Executive Plan 6,434,127 3,171,826 13,267 628,143
Amend Director's Plan 7,371,872 2,234,297 12,442 628,843
(c)(3) At the Special Meeting, stockholders voted upon a proposal to approve
the issuance of Interim Service's common stock pursuant to the Agreement and
Plan of Merger, dated February 27, 1996, providing for the merger of a
subsidiary of the Company into Brandon Systems Corporation. The votes were
as follows:
VOTES FOR: VOTES AGAINST: ABSTENTIONS: BROKER NON-VOTES
8,975,312 1,584 7,782 0
9
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT
NUMBER EXHIBIT NAME NOTE
- -------- ------------ -----
2.1 Agreement and Plan of Merger (1)
3.1 Restated Articles of Incorporation of Registrant (2)
3.2 By-Laws of Registrant (2)
4.1 Rights Agreement dated as of April 1, 1994, between Interim Services
and Boatmen's Trust Company (3)
4.2 Form of Certificate of Designations, Preferences and Rights of
Participating Preferred Stock of Interim Services (3)
4.3 Form of Stock Certificate (4)
10.1 Interim Services, 1993 Long-Term Executive Compensation Plan, as amended (5)
10.2 Interim Services, 1993 Stock Option Plan for Outside Directors, as amended (5)
10.3 Revolving Credit Agreement of Interim Services dated as of April 6, 1994,
as replaced by the Amended and Restated Revolving Credit Agreement of Interim
Services dated as of June 2, 1995 (6)
10.4 Tax Sharing Agreement dated October 1993, by and between H&R Block, Inc.
and Interim Services (2)
10.5 Amendment No. 2 dated November 28, 1995 to Amended and Restated Revolving
Credit Agreement of Interim Services dated as of June 2, 1995 (7)
10.6 Indemnification Agreement dated January 1, 1994, by and between Interim
Services and H&R Block, Inc. (2)
10.7 Franchise/License Agreement dated July 12, 1993, by and between Interim
Services and Keco Health Care, Inc. (2)
10.8 Interim Services' 1994 Stock Option Plan for Franchisees, Licensees and
Agents, as amended (8)
10.9 Employment Agreement dated as of May 1, 1994, by and between Interim
Services and Ray Marcy (6)
10.10 Employment, Confidentiality, and Noncompetition Agreement by and
between Interim Services and Allan Sorensen (6)
11 Statement re: Computation of Per Share Earnings Page 11
19 Form S-3 Registration Statement under the Securities Act of 1933 (9)
22 Published report regarding matters submitted to vote of security holders None
27 Financial Data Schedule
10
(1) This Exhibit is filed as an Exhibit to Interim Services' Proxy
Statement/Prospectus, dated April 24, 1996, and is incorporated herein by
reference.
(2) These Exhibits are filed as Exhibits to Interim Services' Form S-1,
Amendment No. 2, dated January 12, 1994, SEC Registration No. 33-71338, and are
incorporated herein by reference.
(3) These Exhibits are filed as Exhibits to Interim Services' Form 8-A, dated
April 11, 1994, SEC Registration No. 0-23198, and are incorporated herein by
reference.
(4) This Exhibit is filed as an Exhibit to Interim Services' Form 10-K for the
fiscal year ended March 25, 1994, and is incorporated herein by reference.
(5) These Exhibits are filed as Exhibits to Interim Services' Proxy
Statement dated March 28, 1996 and filed in connection with Interim Services'
1996 Annual Meeting, and are incorporated herein by reference.
(6) These Exhibits are filed as Exhibits to Interim Services' Form 10-K for the
twelve month period ended December 30, 1994, and are incorporated herein by
reference.
(7) This Exhibit is filed as an Exhibit to Interim Services' Form 8-K dated
December 15, 1995, and is incorporated herein by reference.
(8) This Exhibit is filed as an Exhibit to Interim Services' Form S-3, as
filed with the SEC on July 12, 1995, and is incorporated herein by reference.
(9) This Form S-3 was filed with the SEC on July 29, 1996, and is incorporated
herein by reference.
(b) REPORTS ON FORM 8-K
During the first quarter of the period covered by this Report, the Company
filed a Report on Form 8-K/A dated February 6, 1996 and received by the SEC on
February 9, 1996. The report was filed under Items 2 and 7 of Form 8-K and
contained certain audited and pro forma unaudited financial statements.
During the second quarter of the period covered by this Report, the Company
filed a Report on Form 8-K/A dated and received by the SEC on June 6, 1996.
The report was filed under Items 2 and 7 of Form 8-K.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERIM SERVICES INC.
------------------------------
(Registrant)
DATE 8/12/96 BY /s/ Roy G. Krause
------- ------------------------------
Roy G. Krause
Executive Vice President
and Chief Financial Officer
DATE 8/12/96 BY /s/ Paul Haggard
------- ------------------------------
Paul Haggard
Financial Vice President/Treasurer
12