UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
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 0-23210
TRISM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3491658
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1425 Franklin Road, Marietta, Georgia 30065-0426
Address of principal executive offices) (Zip Code)
770-427-4231
(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 (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. X Yes No
As of April 30, 1996, 5,733,137 shares of TRISM, INC.'s
common stock, par value $.01 per common share were
outstanding.
TRISM, INC.
TABLE OF CONTENTS
Part I FINANCIAL INFORMATION Page
Item 1. Financial Statements 1
Item 2. Management's Discussion and
Analysis of Financial
Condition and Results
of Operations 5
Part II OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 6. Exhibits and Reports
on Form 8-K 10
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRISM, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
March 31, December 31,
1996 1995
ASSETS
Current assets:
Cash and cash equivalents $ 1,080 $ 643
Restricted and insurance
deposits 1,335 1,120
Accounts receivable, net 48,394 44,830
Materials and supplies 2,263 2,307
Prepaid expenses 16,637 16,282
Current portion of
deferred income taxes 3,315 3,421
------ ------
Total current assets 73,024 68,603
Property and equipment, net 118,832 119,043
Property held for sale 10,458 10,486
Other assets 19,956 20,639
------- -------
Total assets $222,270 $218,771
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 21,554 $ 18,901
Equipment payable -- 635
Claims and insurance accruals 5,662 5,808
Accrued liabilities 8,969 6,008
Current maturities of
long-term debt 9,622 9,230
Total current liabilities 45,807 40,582
Long-term debt 131,638 128,417
Claims, insurance
accruals and other 5,816 6,317
Deferred income taxes 6,100 8,348
------- -------
Total liabilities 189,361 183,664
------- -------
Stockholders' equity (deficit):
Common stock; $.01 par;
8,000,000 shares
authorized; 5,899,137
shares issued at March
31, 1996, and December 31,
1995 59 59
Additional paid-in capital 37,086 37,086
Loans to stockholders (368) (368)
Accumulated deficit (2,319) (121)
Treasury stock, at cost,
166,000 shares at March 31,
1996 and December 31, 1995 (1,549) (1,549)
----- -----
Total stockholders'
equity 32,909 35,107
------ ------
Total liabilities
and stockholders'
equity $222,270 $218,771
======= =======
See accompanying notes to the consolidated financial
statements.
TRISM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
Three Months Ended March 31,
1996 1995
Revenues $73,040 $62,176
Operating expenses:
Salaries, wages and
fringe benefits 27,381 24,408
Operating supplies
and expenses 11,134 8,543
Purchased transportation 13,916 7,170
Operating taxes and
licenses 6,985 5,953
Depreciation 4,816 4,369
Amortization of
prepaid leases 326 523
General supplies
and expenses 4,198 3,525
Claims and insurance 2,354 2,290
Communications and
utilities 1,563 1,230
Amortization of
intangibles 197 190
Gain on sale of equipment (80) (31)
------ -----
Total operating
expenses 72,790 58,170
------ ------
Operating income 250 4,006
Interest expense (3,660) (3,558)
Other income (expense),
net (147) 98
------- ------
Income (loss) before
income taxes (3,557) 546
Income tax expense
(benefit) (1,359) 194
------- ------
Net income (loss) $ (2,198) $ 352
======= ======
Earnings (loss)
per common share $ (.38) $ .06
======= ======
Number of shares used in
computation of earnings
(loss) per common share 5,734 5,891
======== ======
See accompanying notes to the consolidated financial
statements.
TRISM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Three Months Ended March 31,
1996 1995
Cash flows from operating activities:
Net income (loss) $ (2,198 ) $ 352
Adjustments to reconcile net
income (loss) to net cash
provided by operating activities:
Depreciation 4,816 4,369
Amortization of prepaid
operating leases 326 523
Amortization and write-off
of intangibles and goodwill 352 333
Gain on sale of assets (80) (31)
Deferred income taxes (1,359) 194
Provision for uncollectible
receivables 196 188
Changes in:
Accounts receivable (4,832) (3,915)
Prepaid expenses (355) (944)
Accounts payable 2,653 4,371
Claims and insurance
accruals (647) (188)
Accrued liabilities 2,961 3,375
Other (6) 220
----- -----
Net cash provided
by operating
activities 1,827 8,847
------ -----
Cash flows from investing activities:
Refund (purchase) of
restricted deposits 130 (599)
Proceeds from sale of
property and equipment 968 217
Proceeds from sale of
property held for sale -- 17
Purchases of property
and equipment (6,100) (8,101)
Payment for purchase of
companies, net of cash
acquired -- (350)
------ -----
Net cash used in
investing activities (5,002) (8,816)
------ -----
Cash flows from financing activities:
Net proceeds under
revolving credit agreement 3,832 --
Repayment of long-term debt (2,355) (2,348)
Purchase of treasury stock -- (996)
Proceeds from issuance of
long-term debt 2,135 837
------ -----
Net cash provided by
(used in) financing
activities 3,612 (2,507)
------ -----
Increase (decrease) in cash
and cash equivalents 437 (2,476)
Cash and cash equivalents,
beginning of period 643 6,178
Cash and cash equivalents,
end of period $ 1,080 $3,702
Supplemental cash flow information:
Cash paid during the period for:
Interest (none
capitalized) $ 1,061 $ 898
====== =====
Income taxes $ 6 $ 98
====== =====
Property sold in exchange
for notes receivable $ -- $ 560
====== =====
See accompanying notes to the consolidated financial
statements.
TRISM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Accounting Policies
The 1995 Annual Report on Form 10-K for TRISM, Inc.
includes a summary of significant accounting policies and
should be read in conjunction with this Form 10-Q. The
statements for the periods presented are condensed and do
not contain all information required by generally accepted
accounting principles to be included in a full set of
financial statements. In the opinion of management, all
adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial
position as of March 31, 1996 and December 31, 1995 and the
results of operations and cash flows for the three-months
ended March 31, 1996 and 1995 have been included. The
results of operations for any interim period are not
necessarily indicative of the results of operations to be
expected for the entire year. Certain prior year data has
been reclassified to conform to current year presentation.
2. Long-Term Debt
On March 20, 1996, the Company's revolving credit
agreement (Agreement) was amended to provide for borrowings
of up to $20 million and to extend its maturity to April
1998. At March 31, 1996, the Company was not in compliance
with certain financial covenants as defined in the
Agreement. The Company obtained a waiver of these
covenants through March 31, 1996.
3. Contingencies
Under CERCLA and similar state laws, a transporter of
hazardous substances may be liable for the costs of
responding to the release or threatened release of
hazardous substances from disposal sites if such
transporter selected the site for disposal. Because it is
the Company's practice not to select the sites where
hazardous substances and wastes will be disposed, the
Company does not believe it will be subject to material
liability under CERCLA and similar laws. Although the
Company has been identified as a "potentially responsible
party" (PRP), solely because of its activities as a
transporter of hazardous substances, at two sites, the
Company does not believe it will be subject to material
liabilities at such sites.
The EPA has designated an area of several hundred
square miles of Missouri as a potential Superfund site.
The Company's Joplin, Missouri terminal is within the
boundaries of this area, however, the Company has not been
designated as a PRP. The Company believes that it has no
liability with respect to this site and that it would have
strong defenses to any action for cost recovery, as neither
it nor its predecessors created the conditions which are
the cause of the environmental problems at the site.
The Company is a party to routine litigation
incidental to its business, primarily involving claims for
personal injury or property damages incurred in the
transportation of freight. The Company is not aware of any
claims or threatened claims that might have a material
adverse affect on the Company's consolidated operating
results, financial position, cash flow or liquidity.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read
in conjunction with the Company's Consolidated Financial
Statements and notes.
RESULTS OF OPERATIONS
QUARTER ENDED MARCH 31, 1996 COMPARED WITH QUARTER ENDED
MARCH 31, 1995
REVENUES
Operating revenues increased by $10.8 million, or 17.4
percent, compared with 1995. Approximately $9.0 million,
or 83.3%, of the increase was attributable to acquisitions
made during 1995. The following table presents a
comparison of revenues by market group.
1996 1995
-------------------- -----------------
(In thousands) Operating Operating
Revenues Ratio Revenues Ratio
Heavy Haul $43,278 97.0% $42,788 93.1%
Secured Materials 22,899 99.1% 21,774 91.2%
Trism Transport 7,741 106.3% -- --
Logistics 1,233 105.4% -- --
Eliminations and
other (2,111) -- (2,386) --
----- ----- ----- ----
$73,040 99.7% $62,176 93.6%
====== ===== ====== ====
OPERATING INCOME
Operating income dropped to $.3 million in 1996 from
$4.0 million in 1995. Excluding the effect of Trism
Transport (acquired October 1995), revenue per total mile
dropped to $1.382 in 1996 from $1.449 in 1995. This
decrease in revenue quality caused approximately a $2.3
million drop in operating income. Higher fuel costs
accounted for $.9 of the change in operating income while
the $.5 million Trism Transport operating loss principally
explains the balance of the $3.7 million decrease from 1995
to 1996.
HEAVY HAUL revenues grew by 1.1% in 1996 over 1995.
Revenue per total mile decreased to $1.439 in 1996 from
$1.491 in 1995, primarily due to weaker specialized
freight demand in 1996. Direct operating costs per mile
increased to $1.193 in 1996 from $1.157 in 1995, due to
increased driver wages, company tractor ownership and fuel
costs, offset by a reduction in independent contractor
expense. Indirect costs per mile decreased to $.217 in
1996 from $.239 in 1995, primarily due to leveraging these
costs over a larger revenue base.
SECURED MATERIALS revenues grew by 5.2% in 1996 over
1995, which was totally attributed to the acquisition of
C. I. Whitten. Revenue per total mile dropped to $1.309 in
1996 from $1.382 in 1995. This negative rate variance
accounts for approximately 5% of the 8% increase in the
operating ratio. TSMT, which accounts for 84% of Secured
Materials revenue, encountered a dramatic change in its
freight mix in 1996 from 1995 levels. Freight rates for
munitions, explosives and radioactive materials are
approximately 15% to 20% higher than hazardous materials
rates. As explained below, TSMT additionally suffered
significant rate reductions in each of its specialized
commodity markets.
(% of Loaded Miles) 1996 1995 CHANGE
Munitions and explosives 30.4% 34.7% (4.3%)
Hazardous materials 24.5% 16.1% 8.4%
Radioactive materials 8.9% 10.8% (1.9%)
Other special commodities 3.9% 2.9% 1.0%
Freight all kinds 32.3% 35.5% (3.2%)
----- ----
100.0% 100.0%
===== =====
The munitions market was negatively impacted by
reduced Department of Defense shipments. Freight rates
slipped by approximately 7% as munitions carriers strived
to maintain business volumes. Rates appeared to have
reached the bottom in February 1996 and began slowly moving
up in March 1996. Excluding the effect of Whitten, Secured
Materials market share of government munitions shipments
dropped to 37.1% in 1996 from 37.6% in 1995. Including
Whitten, the total market share in 1996 is 41.5%. TSMT
targeted the commercial explosives market to improve the
productivity of its munitions capacity. Revenue grew in
the market by 10% in 1996 over 1995. TSMT expects further
growth in this market through private fleet conversions and
increased for hire market share.
TSMT successfully targeted the hazardous waste market
for growth in 1996. Revenue increased by 48% as TSMT
converted freight previously transported by private
carriage as well as increased its market share from
commercial carriers. Freight rates came under pressure,
dropping approximately 3%, as competitors fought to retain
market share. During April 1996, TSMT signed a two year
contract with Chem Waste Management, which should increase
transportation revenues by approximately $.5 million per
month, with the ramp up period beginning the first week of
May 1996.
Radioactive material shipments dropped by
approximately 14% in 1996 over 1995 due to lower overall
industry demand and due to market share lost by TSMT. The
nuclear power plants have come under intense scrutiny by
regulatory agencies and accordingly increased their service
level requirements on motor carriers. The power plants
have tended to rely on small, very focused carriers for
their radioactive transportation needs. Freight rates
decreased in 1996 by approximately 12% as the lost business
was on the high end of the pricing scale for TSMT
radioactive business.
Freight all kinds is freight typically transported by
general commodity dry van or flatbed carriers. TSMT uses
this freight for back-haul or tractor repositioning
purposes and should represent approximately 20% of loaded
miles. The increase in hazardous materials freight allowed
TSMT to lessen its dependence on the low yielding freight
all kinds to 32.3% in 1996 from 35.5% in 1995. Further
growth in hazardous and commercial explosives, combined
with a reduction in capacity in the second quarter 1996
will help TSMT achieve its goal of freight all kinds only
accounting for 20% of volume.
Secured Materials' direct operating costs increased
to $1.079 per mile in 1996 from $1.045 in 1995. Fuel
accounted for $.018 per mile with the cost of carrying
excess tractor capacity explaining the balance of the
increase. Indirect costs increased to $.223 per mile in
1996 from $.213 in 1995.
TRISM TRANSPORT revenues relate to the acquisition of
certain assets of Eastern Flatbed as of October 1, 1995.
Transport's revenue per mile, average length of haul and
cost structure is markedly different from Heavy Specialized
and Trism Secured. Revenue per mile for the first quarter
of 1996 was $1.055 with an average length of haul of 482
miles. Additionally, approximately 36% of its revenues
were sub-contracted to other trucking companies, including
other Trism subsidiaries. Due to its low cost structure,
in terms of driver pay, trailer to tractor ratio and
terminal network, its reliance on independent contractors
and sub-contractor carriers, the return on net employed
assets for Transport is expected to be substantially higher
than the other Trism operating companies. Trism Transport
sustained operating losses in 1996 due principally to costs
associated with replacing a substantial portion of its
tractor and trailer fleet, high fuel costs and accident
related expenses.
LOGISTIC revenues relate to the acquisition of
Kavanagh and Associates in March 1995. Kavanagh signed a
major two year logistics contract with AETS, a Chem-Waste
subsidiary, in May 1996.
EXPENSES
The following table sets forth operating expenses as a percent
of operating revenues and the related variance from 1996 to 1995.
QUARTER ENDED MARCH 31, INCREASE
1996 1995 (DECREASE)
Salaries, wages and
fringe benefits 37.5% 39.3% (1.8)%
Purchased
transportation 19.1% 11.5% 7.6 %
Operating supplies
and expenses 15.2% 13.7% 1.5 %
Operating taxes and
licenses 9.6% 9.6% --
General supplies and
expenses 5.8% 5.7% 0.1 %
Claims and insurance 3.2% 3.7% (0.5)%
Depreciation 6.6% 7.0% (0.4)%
Amortization of
prepaid leases 0.4% 0.8% (0.4)%
Communications and
utilities 2.1% 2.0% 0.1 %
Gain on sale of
equipment (0.1)% -- (0.1)%
Amortization of
intangibles 0.3% 0.3% --
---- --- ----
99.7% 93.6% 6.1 %
===== ==== ====
Salaries, wages and fringe benefits increased by $3.0
million in 1996 compared with 1995. Approximately $2.3
million of the increase was related to driver wages and
related fringe benefits, which related to a 14.5% increase
in 1996 total company driver miles over 1995. The increase
in non-driver compensation related to the acquisition of
Kavanagh, Whitten and Eastern Flatbed, offset by a one time
charge of $.4 million in 1995 relating to the Separation
and Consulting Agreement between the Company and its former
President, Chief Executive Officer and Director of the
Company.
Purchased transportation costs increased by $6.7
million in 1996 over 1995. This category includes the
following expenditure types:
(In thousands) 1996 1995
Independent contractors $5,230 $3,615
Sub-contractor carriers 6,067 3,071
Tractor and trailer lease 2,619 484
------ -----
$13,916 $7,170
====== =====
Independent contractor capacity increased to an
average of 277 units in 1996 from 177 units in 1995, mostly
related to acquired companies. Sub-contractor carrier
expense increased with revenues, which are primarily
attributed to Kavanagh Logistics and Trism Transport. The
increase in lease expense results from financing new
tractors and trailers with operating leases in 1995 and
1996 due to the financial benefits of the method.
For 1996, operating supplies and expenses increased on
a percentage of revenue basis by 1.5%. This increase
related principally to higher fuel costs per gallon and
lower miles per gallon due to the severe winter weather in
the first quarter 1996. This variance caused operating
cost to increase by $.9 million in 1996 over 1995. The
Company implemented fuel surcharges during April 1996 to
help defray the spike in fuel prices.
Claims and insurance expense dropped to 3.2% of
revenue in 1996 from 3.7% in 1995. This change resulted
from lower insurance premiums and the effect of increased
revenues from freight transported by sub-contractor
carriers, for which the Company has little claim exposure.
The change in mix of owned versus leased tractors and
trailers caused the reduction in depreciation expense as a
percentage of revenue.
During 1994, the Company prepaid amounts due under
various equipment operating leases and is amortizing the
prepaid balance over the life of the leases which extend to
1997. As leases expire, this cost will continue to
decrease until the prepaid balance has been fully
amortized.
CONTINGENCIES
Under CERCLA and similar state laws, a transporter of
hazardous substances may be liable for the costs of
responding to the release or threatened release of
hazardous substances from disposal sites if such
transporter selected the site for disposal. Because it is
the Company's practice not to select the sites where
hazardous substances and wastes will be disposed, the
Company does not believe it will be subject to material
liability under CERCLA and similar laws. Although the
Company has been identified as a "potentially responsible
party" (PRP), solely because of its activities as a
transporter of hazardous substances, at two sites, the
Company does not believe it will be subject to material
liabilities at such sites.
The EPA has designated an area of several hundred
square miles of Missouri as a potential Superfund site.
The Company's Joplin, Missouri terminal is within the
boundaries of this area, however, the Company has not been
designated as a PRP. The Company believes that it has no
liability with respect to this site and that it would have
strong defenses to any action for cost recovery, as neither
it nor its predecessors created the conditions which are
the cause of the environmental problems at the site.
The Company is a party to routine litigation
incidental to its business, primarily involving claims for
personal injury or property damages incurred in the
transportation of freight. The Company is not aware of any
claims or threatened claims that might have a material
adverse affect on the Company's consolidated operating
results, financial position, cash flow or liquidity.
LIQUIDITY AND CAPITAL RESOURCES
For the first three months of 1996 net cash provided
by operating activities decreased $7.0 million when
compared with the first three months of 1995. This
decrease was primarily attributable to the loss sustained
by the Company during the first quarter of 1996.
In the first quarter of 1996, the Company purchased
$3.3 million of revenue equipment, paid $2.3 million
related to the construction of the new terminal in Georgia
and repaid scheduled debt obligations of $2.3 million.
Approximately $2.1 million of the revenue equipment was
financed by the issuance of long-term debt. The Company
acquired an additional $5.8 million of revenue equipment
under operating leases.
On March 20, 1996, the Company's revolving credit
agreement was amended to increase available borrowings from
$15 million to $20 million. The term of the agreement was
extended to April 1998.
Management believes that funds to be generated from
future operations, cash available under its revolving
credit agreement, proceeds from equipment financing, and
proceeds from the sale of revenue equipment will be
sufficient to meet the Company's planned capital
expenditures, scheduled debt payments and working capital
needs for 1996. There can be no assurance, however, that
such sources will be adequate for the Company's needs, or
that any necessary additional financing will be available,
if at all, in amounts required or on terms satisfactory to
the Company.
CAPITAL EXPENDITURES
A breakdown of capital expenditures is set forth in
the following table (in thousands):
Projected
December 31, March 31,
1996 1996 1995
Structures and improvements $ 4,450 $ 2,263 $ 82
Revenue equipment 4,175 3,321 7,627
Satellite tracking devices
and other equipment 3,155 516 392
----- ----- ------
$11,780 6,100 $ 8,101
Revenue equipment
acquired under operating
leases 27,910 5,770 3,615
------- ----- ------
Total capital expenditures $39,690 $11,870 $11,716
Depreciation expense $18,445 $ 4,816 $ 4,369
The Company's original capital expenditures projection for
the year ended December 31, 1996, including operating leases, was
$45.7 million. The decrease reflected above is due to the
planned redution in revenue equipment capacity to match existing
market conditions.
INFLATION AND FUEL COSTS
Inflation can be expected to have an impact on the
Company's earnings; however, the effect of inflation has
been minimal over the past three years. An extended period
of inflation or increase in fuel costs would adversely
affect the Company's results of operations unless freight
rates could be increased.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to certain legal proceedings
incidental to its business, primarily involving claims for
personal injury or property damage arising from the
transportation of freight.
The Company is also a party to the following:
ROY A. REESE V. TRISM SPECIALIZED CARRIERS, INC. AND
TRI-STATE MOTOR TRANSIT CO. is a lawsuit pending in the
Circuit Court of Jefferson County, Alabama. It arises from
a lease, transfer and consulting agreement between the
Company and Mr. Reese (and his wholly owned corporation)
dated August 24, 1992. Plaintiff alleges breach of
contract, promissory fraud, conversion and conspiracy
claims arising from the Company's termination of the
contract. He seeks compensatory and punitive damages. The
Company maintains that it properly terminated the contract
because of misrepresentations and non-performance by
plaintiff and his company, and has asserted certain
counterclaims. The case is scheduled for trial during
August 1996. Discovery is continuing.
NATIONAL COUNCIL ON COMPENSATION INSURANCE V. MCGIL
SPECIALIZED CARRIERS, INC. (MCGIL) AND AAA TRUCK LEASE AD
SALES, INC. (AAA), AN AFFILIATE OF MCGIL, arises from
agreements between AAA and two employee-leasing companies
for years prior to the Company's acquisition of McGil (now
known as Trism Specialized Carriers, Inc.) in August 1991.
The plaintiff has filed suit against the employee leasing
companies, McGil, AAA and several other transportation
companies alleging violations of the Racketeer Influenced
and Corrupt Organizations Act. The Company maintains that
AAA properly performed under the terms of the agreements
with the employee-leasing companies. The case is scheduled
for trial in March 1997. Discovery has just begun.
The Company does not believe that these legal
proceedings, or any other claims or threatened claims of
which it is aware, are likely to materially and adversely
affect the Company's financial condition.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
The following exhibit is filed as part of this report:
Designation Nature of Exhibit
11 Computation of earnings per
common share
B. Reports on Form 8-K
During the quarter covered by this report there were
no reports on Form 8-K filed.
Items 2, 3, 4 and 5 of Part II were not applicable and
have been omitted.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TRISM, INC.
May 15, 1996 By: James M. Revie
DATE James M. Revie
Director, Chairman of
the Board and
Chief Executive Officer
May 15, 1996 By: Daryl W. Deel
DATE Daryl W. Deel
Executive Vice President
of Finance and Treasurer
(Chief Financial and
Accounting Officer)