UNITED STATES
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 Quarterly Period Ended August 31, 1998.
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 001-12392
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NATIONAL DATA CORPORATION
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(Exact name of registrant as specified in charter)
DELAWARE 58-0977458
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
National Data Plaza, Atlanta, Georgia 30329-2010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 404-728-2000
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NONE
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(Former name, former address and former fiscal year, if
changed since last year)
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 [ ].
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, Par Value $.125--33,889,165 shares
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Outstanding as of October 9, 1998
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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
NATIONAL DATA CORPORATION
(In thousands, except per share data)
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Three Months Ended August 31,
-----------------------------
1998 1997
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Revenue $191,682 $147,904
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Operating Expenses:
Cost of service 100,375 75,053
Sales, general and administrative 60,401 51,052
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160,776 126,105
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Operating income 30,906 21,799
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Other income (expense):
Interest and other income 574 484
Interest and other expense (3,726) (3,029)
Minority interest (995) (701)
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(4,147) (3,246)
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Income before income taxes 26,759 18,553
Provision for income taxes 10,436 6,963
- --------------------------------------------------------------------------
Net income $ 16,323 $ 11,590
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Basic earnings per share $ 0.48 $ 0.38
============================
Diluted earnings per share $ 0.47 $ 0.36
============================
See Notes to Unaudited Condensed Consolidated Financial Statements.
2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NATIONAL DATA CORPORATION
(In thousands)
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Three Months Ended August 31,
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1998 1997
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Cash flows from operating activities:
Net income $ 16,323 $ 11,590
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and amortization 6,596 7,140
Amortization of acquired intangibles and goodwill 6,515 4,679
Minority interest in earnings 995 701
Provision for bad debts 1,197 167
Other, net 631 253
Changes in current assets and liabilities which provided (used) cash,
net of the effects of acquisitions:
Accounts receivable, net (10,459) (5,883)
Merchant processing working capital 1,833 (2,843)
Inventory (494) 144
Prepaid expenses and other assets (1,806) (350)
Accounts payable and accrued liabilities 4,057 (3,339)
Income taxes payable and deferred income taxes 7,241 2,283
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Net cash provided by operating activities 32,629 14,542
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Cash flows from investing activities:
Capital expenditures (8,077) (5,039)
Business acquisitions, net of cash acquired - (8,681)
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Net cash used in investing activities (8,077) (13,720)
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Cash flows from financing activities:
Net repayments under lines of credit (10,000) -
Net principal (payments) borrowings under capital lease
arrangements and other long-term debt (3,095) 643
Net proceeds from the issuance of stock from stock plans 418 1,126
Treasury stock reissued 1,271 -
Distributions to minority interests (1,053) (1,299)
Dividends paid (2,520) (1,987)
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Net cash used in financing activities (14,979) (1,517)
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Increase (decrease) in cash and cash equivalents 9,573 (695)
Cash and cash equivalents, beginning of period 3,241 18,909
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Cash and cash equivalents, end of period $ 12,814 $ 18,214
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See Notes to Unaudited Condensed Consolidated Financial Statements.
3
CONSOLIDATED BALANCE SHEETS
NATIONAL DATA CORPORATION
(In thousands, except share data)
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August 31, May 31,
1998 1998
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ASSETS (unaudited)
Current assets:
Cash and cash equivalents $ 12,814 $ 3,241
Billed accounts receivable 145,178 135,223
Unbilled accounts receivable 18,986 18,835
Allowance for doubtful accounts (8,463) (7,394)
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Accounts receivable, net 155,701 146,664
Income tax receivable - 635
Inventory 5,741 5,253
Prepaid expenses and other current assets 17,130 16,333
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Total current assets 191,386 172,126
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Property and equipment, net 78,657 74,234
Intangible assets, net 437,696 458,223
Deferred income taxes 32,544 20,145
Other 7,032 6,487
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Total Assets $ 747,315 $ 731,215
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Line of credit $ 65,000 $ 75,000
Current portion of long-term debt 1,569 1,621
Obligations under capital leases 11,203 11,053
Accounts payable and accrued liabilities 76,981 73,115
Income tax payable 5,051 -
Deferred income taxes 315 92
Deferred income 27,206 25,216
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Total current liabilities 187,325 186,097
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Long-term debt 155,532 155,477
Obligations under capital leases 12,344 12,390
Other long-term liabilities 10,502 10,313
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Total liabilities 365,703 364,277
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Minority interest in equity of subsidiaries 18,945 19,003
Commitments and contingencies
Shareholders' equity:
Preferred stock, par value $1.00 per share; 1,000,000 shares authorized, none issue - -
Common stock, par value $.125 per share; 100,000,000 shares authorized, 33,888,653
and 33,791,534 shares issued, respectively. 4,236 4,224
Capital in excess of par value 344,425 344,019
Treasury stock, at cost, 125,453 and 159,200 shares, respectively (4,709) (5,980)
Retained earnings 23,303 9,537
Cumulative translation adjustment (2,985) (2,011)
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364,270 349,789
Less: Deferred compensation (1,603) (1,854)
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Total Shareholders' Equity 362,667 347,935
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Total Liabilities and Shareholders' Equity $ 747,315 $ 731,215
========= =========
See Notes to Unaudited Condensed Consolidated Financial Statements.
4
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
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FINANCIAL STATEMENTS
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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. 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 such rules and
regulations, although the Company believes the disclosures are adequate to make
the information presented not misleading.
It is suggested that these financial statements are read in conjunction with the
financial statements and notes thereto included in the Company's latest annual
report on Form 10-K for the fiscal year ended May 31, 1998.
In the opinion of management, the information furnished reflects all adjustments
necessary to present fairly the financial position, results of operations, and
cash flows for such interim periods.
NOTE 2 - EARNINGS PER SHARE:
Basic earnings per share is computed by dividing reported earnings available to
common shareholders by weighted average shares outstanding during the period.
Diluted earnings per share is computed by dividing reported earnings available
to common shareholders by weighted average shares outstanding during the period
and the impact of securities that, if exercised, would have a dilutive effect on
earnings per share using the treasury stock method. All options with an
exercise price less than the higher of (1) the ending market share price for the
period or (2) the average market share price for the period, generally are
assumed to have a dilutive effect on earnings per share. The convertible notes
issued in fiscal 1997 have an antidilutive effect on diluted earnings per share;
accordingly, the notes are excluded from earnings per share calculations.
The basic and diluted number of shares outstanding are as follows (In
thousands):
Three Months Ended August 31,
-----------------------------
1998 1997
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Basic 33,723 30,851
Stock Options 1,316 1,664
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Diluted 35,039 32,515
============================
5
NOTE 3 - SUPPLEMENTAL CASH FLOW INFORMATION:
Supplemental cash flow disclosures, including non-cash investing and financing
activities, for the three months ended August 31, 1998 and 1997 are as follows
(In thousands):
1998 1997
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Income taxes paid, net of refunds $2,870 $3,983
Interest paid 1,649 953
Property and equipment capital leases 3,211 719
6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
REVENUE
(In millions)
First Quarter Ended August 31,
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1998 1997 Increase
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Revenue:
Health Information Services $109.4 57% $ 75.3 51% 45%
Electronic Commerce:
Integrated Payment Systems 48.4 25% 38.8 26% 25%
Global Payment Systems 41.5 22% 40.4 27% 3%
Intercompany Revenue (7.6) (4%) (6.6) (4%) 15%
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82.3 43% 72.6 49% 13%
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Total Revenue $191.7 100% $147.9 100% 30%
====================================================================
Total revenue for the first quarter fiscal 1999 was $191.7 million, an
increase of $43.8 million (30%) from the same period in fiscal 1998. The
increase resulted from increased revenue in Health Information Services, $34.1
million (45%); and in the Electronic Commerce business, specifically, Integrated
Payment Systems, $9.6 million (25%), and Global Payment Systems, $1.1 million
(3%).
Health Information Services. Health Information Services revenue growth
----------------------------
(45%) in the first quarter fiscal 1999 was a result of increases from internally
developed products and services. In addition, revenue growth resulted from the
impact of a third quarter fiscal 1998 acquisition which had two related
healthcare information management businesses, Source Informatics Inc. ("Source")
and a subsidiary of Pharmaceutical Marketing Services Inc. ("PMSI").
Integrated Payment Systems. The Integrated Payment Systems revenue
---------------------------
increase of $9.6 million (25%) reflects the impact of growth of the industry,
programs directed at new vertical industry offerings and new distribution
channels, in addition to growth in basic market demand. This growth was
reflected in an increase in the volume of merchant sales processed, due to a
larger customer base and higher consumer credit card spending. In addition, the
fourth quarter fiscal 1998 acquisition of CheckRite International, Inc.
contributed to the first quarter fiscal 1999 revenue growth.
Global Payment Systems. Global Payment Systems ("Global") revenue reflects
-----------------------
an increase in the number of authorizations performed for the Company's
customers under the historic network services business. New back office services
are in the development and sales cycle and did not have a material impact on the
first quarter fiscal 1999 reported results.
Intercompany. A portion of Global's revenue is derived from intercompany
-------------
sales of services, primarily for processing services provided for the Integrated
Payment Systems product and services.
7
COSTS AND EXPENSES
Cost of service increased $25.3 million (34%) in the first quarter fiscal
1999 from the same period in fiscal 1998. The increase was primarily a result
of increased operating costs associated with revenue growth and higher cost of
service in new acquisitions, primarily Physician Support Services, Inc. ("PHSS")
to support expected revenue growth in the physician management services area.
Total cost of service, as a percentage of revenue increased from 51% in the
first quarter of fiscal 1998 to 52% for the same period of fiscal 1999. The
Company continues to make investments to leverage its computer operations,
telecommunication infrastructure, and investments in new market opportunities.
Sales, general and administrative expenses ("SG&A") increased $9.3 million
(18%) in the first quarter fiscal 1999 from the same period last year. This
increase was primarily due to expenses associated with continuing investments in
product development, distribution channel expansion and the development of the
Health Information Services branding program for future revenue growth.
However, as a percentage of revenue, these expenses decreased to 32% for the
first quarter fiscal 1999 from 35% for the same period in fiscal 1998. SG&A
expenses continue to decrease as a percentage of revenue since revenues are
growing at a faster rate than these expenses. The decrease as a percentage of
revenue also reflects synergies realized from the integration of acquisitions
and the timing of discretionary program expenses.
OPERATING INCOME
Operating income increased from $21.8 million in the first quarter fiscal
1998 to $30.9 million (42%) in the same period of fiscal 1999. As a percentage
of revenue, the Company's operating income margin increased 10% to 16.1% in the
first quarter fiscal 1999 from 14.7% in the same period of fiscal 1998. These
improvements reflect improved margins in operations and profitability through
execution of strategies to reposition the base business and investments in new
market opportunities.
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
was $43.1 million for the first quarter of fiscal 1999 and $33.5 million for the
same period in fiscal 1998 and as a percentage of revenue was 23% for both
periods.
The Company's EBITDA formula and results as a percentage of revenue may not
be comparable to similarly titled measures reported by other companies.
However, management believes this statistic is a relevant measurement and
provides a comparable operating income measure, excluding the impact of the
amortization of acquired intangibles, potential timing differences associated
with capital expenditures and the related depreciation charges.
OTHER EXPENSE
Total other expense increased $0.9 million for the first quarter fiscal
1999 compared to the same period in fiscal 1998. This increase was primarily the
result of increased interest expense due to borrowings on the Company's line of
credit during fiscal 1998 to finance acquisition activities.
8
LIQUIDITY AND CAPITAL RESOURCES
Cash flow generated from operations provides the Company with a significant
source of liquidity to meet its needs. Net cash provided by operating
activities increased 124% to $32.6 million for the first quarter fiscal 1999,
from $14.5 million in the same period of fiscal 1998. Cash provided by
operations before changes in working capital was $32.3 million for the first
quarter fiscal 1999, an increase of $7.8 million (32%) compared to the same
period of the prior year. This difference is primarily driven by the $9.6
million increase in EBITDA. Cash was provided in the first quarter fiscal 1999
from net changes in working capital of $0.3 million, compared to net cash
required to fund net changes in working capital of $10.0 million for the same
period in fiscal 1998. The changes in working capital resulted primarily from
increases in accounts receivable due to acquisitions, changes in net merchant
processing funds, and the timing and payments on accounts payable and accrued
liabilities, including income taxes. The changes in net merchant processing
funds reflect normal fluctuations in the timing of credit card sales processed
and vary from month to month. The changes due to accounts payable and accrued
liabilities primarily relate to the timing of payroll and related liabilities,
and an increase in deferred revenue resulting from acquisitions.
For the first quarter fiscal 1999, cash used in investing activities decreased
to $8.1 million, compared to $13.7 million in the same period of fiscal 1998.
The decrease is primarily due to the first quarter fiscal 1998 acquisitions of
two pharmacy systems companies in the United Kingdom. The Company continues to
invest in capital expenditures related to growth in the business and
acceleration of certain strategic initiatives. The Company has financed its
acquisition program through cash flows from operations, equity, borrowings on
its line of credit and debt offerings.
Net cash used in financing activities increased to $15.0 million for the first
quarter of fiscal 1999 from $1.5 in the same period of the prior year. During
the first quarter, the Company repaid $10.0 million on the $75.0 million
borrowed in fiscal 1998 to finance portions of its acquisitions, merger costs
and to eliminate PHSS' outstanding line of credit balance ($32.6 million).
Dividends of $2.5 million and $2.0 million were paid during the first quarter
periods of fiscal 1999 and 1998, respectively.
The Company has a committed, unsecured $125.0 million revolving line of credit
that expires in December 2002. At August 31, 1998, there was $65.0 million
outstanding under the facility. The Company also has a $15.0 million
uncommitted line of credit to fund working capital requirements, under which
there were no amounts outstanding at August 31, 1998. Management believes that
its current level of cash and borrowing capacity, along with future cash flows
from operations are sufficient to meet the needs of its existing operations and
its planned requirements for the foreseeable future. The Company regularly
evaluates cash requirements for current operations, commitments, development
activities and strategic acquisitions. The Company may elect to raise
additional funds for these purposes, either through the issuance of additional
debt or equity or otherwise, as appropriate.
9
YEAR 2000 COMPLIANCE
INTRODUCTION
The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
hardware, software and embedded systems ("computer systems") that have time/
date-sensitive software and hardware may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in a major system failure or
miscalculation. The Company presently believes that, with modification to
existing computer systems, as scheduled, the Year 2000 issue will not pose
significant operational problems for the Company's systems, as so modified and
converted.
The Company has a Program Office to define, evaluate and conduct audits of
the Company and its progress toward Year 2000 compliance. The Company also has a
Year 2000 Senior Advisory Board comprised of nine members of senior management
and a Year 2000 Task Force comprised of representatives from various departments
from each of the Company's operating subsidiaries. The Task Force is charged
with evaluating the Company's Year 2000 effort and regularly reporting results
to the Program Office. The Senior Advisory Board is charged with evaluating the
progress reported by the Program Office and addressing any issues as they arise.
STATUS OF PROGRESS
Each of the Company's operating units has conducted an inventory and
assessment of its technology to identify the computer systems that could be
affected by the Year 2000 issue. The Year 2000 Program Office monitors the
progress of the operating units in their implementation plans to resolve Year
2000 issues, tracks dependencies and provides reports to the Senior Advisory
Board.
The Task Force members guide the Year 2000 remediation and testing efforts
at their respective locations. The majority of the efforts should meet their
scheduled target dates. However, some of the remediation is ongoing due to the
reliance upon suppliers, vendors and outsourcers for system upgrades, evaluation
and testing. Testing, verification and/or certification with parties external to
NDC is slated for 1999.
COSTS TO ADDRESS
As it relates to internal computer systems, the Company is incurring
internal staff costs as well as consulting and other expenses related to
infrastructure and facilities enhancements necessary to prepare the systems for
the Year 2000. Given the nature of the Company's ongoing system development
activities throughout our businesses, it is difficult to quantify, with
specificity, all of the costs being incurred to address this issue. A
significant proportion of these costs is not likely to be incremental costs to
the Company, but will represent the redeployment of existing information
technology resources. The Company's employees have performed the majority of the
work performed thus far on the implementation plans. The costs incurred to date
range between $10-15 million, and the estimated costs to complete comprise an
additional $10 million in each of the current and the next fiscal year. These
costs exclude capital expenditure estimates, as the Company is completing its
assessment of all capital requirements. The total cost estimate of the
implementation plan may be revised because the plan is constantly evaluated and
revised as a result of many factors. These factors include but are not limited
to, the results of any phase of the implementation plan, customer requirements,
or recommendations by contractors retained by the Company. The Company does not
expect that the opportunity costs of executing the implementation plan will have
a material effect on the financial condition of the Company or its results of
operations.
10
RISKS
The Year 2000 issue creates risk for the Company from unforeseen problems
in its own computer systems and from third parties upon which the Company
relies. Accordingly, the Company is requesting assurances from certain software
vendors from which it has acquired, or from which it may acquire software, that
the software will correctly process all date information at all times. In
addition, the Company is querying certain of its customers and suppliers as to
their progress in identifying and addressing problems that their computer
systems will face in correctly processing date information as the Year 2000
approaches and is reached. The Company is heavily reliant upon customers in the
health care, banking and credit card industries. Failure to appropriately
address the Year 2000 issue by a major customer or supplier or a material
percentage of the smaller customers could have a material adverse effect on the
financial condition and results of operations of the Company. The Company does
not expect any material research and development activities to be delayed due to
the Year 2000 compliance efforts, however if certain initiatives are delayed,
the result could have an adverse effect to the Company.
The Company's business is also heavily reliant upon external suppliers to
provide certain operating elements of its business. Some of these providers
include telecommunication services, computer systems, banks and utility
companies. The Company exerts no control over the efforts of these companies to
become Year 2000 compliant. The services provided by these parties are critical
to the operations of the Company and the Company is heavily reliant upon these
parties to successfully address the Year 2000 issue. Therefore, if any of these
parties fail to provide the Company with services, the Company's ability to
conduct business could be materially impacted. The result of such impact may
have a material adverse effect on the financial condition and results of
operations of the Company.
CONTINGENCY
The Company's Year 2000 compliance activities are being regularly monitored
and evaluated. Contingency plans are being established and implemented as the
risks are identified. Additional steps are being taken to further minimize the
risks associated with the Year 2000 issue. For example, on-site audits are being
performed to evaluate the progress of the operating units toward meeting their
goals. The results of these audits are compared to the implementation plan and
presented to the Senior Advisory Board and the Company's Board of Directors.
Also, the dependencies between operating units have been documented.
SUMMARY
There are no assurances that the Company will identify all date-handling
problems in its business systems or those of its customers and suppliers in
advance of their occurrence or that the Company will be able to successfully
remedy all Year 2000 compliance issues that are discovered. However, the
Company, in good faith, is strenuously working to identify all issues. To the
extent that the Company is unable to resolve its Year 2000 issues prior to
January 1, 2000, operating results could be adversely affected. In addition, the
Company could be adversely affected if other entities (i.e. vendors or
customers) not affiliated with the Company do not appropriately address their
own Year 2000 compliance issues in advance of their occurrence.
11
FORWARD-LOOKING INFORMATION
When used in this Quarterly Report on Form 10-Q, in documents incorporated
herein and elsewhere by management or National Data Corporation ("NDC" or the
"Company") from time to time, the words "believes," "anticipates," "expects" and
similar expressions are intended to identify forward-looking statements
concerning the Company's business operations, economic performance and financial
condition, including in particular, the Company's business strategy and means to
implement the strategy, the Company's objectives, the amount of future capital
expenditures, the likelihood of the Company's success in developing and
introducing new products and expanding its business, and the timing of the
introduction of new and modified products or services. For those statements, the
Company claims the protection of the safe harbor for forward looking statements
contained in the Private Securities Litigation Reform Act of 1995. These
statements are based on a number of assumptions and estimates which are
inherently subject to significant risks and uncertainties, many of which are
beyond the control of the Company and reflect future business decisions which
are subject to change. A variety of factors could cause actual results to
differ materially from those anticipated in the Company's forward-looking
statements, including the following factors: (a) those set forth in Exhibit 99.1
to this Quarterly Report on Form 10-Q and elsewhere herein; and (b) those set
forth from time to time in the Company's press releases and reports and other
filings made with the Securities and Exchange Commission. The Company cautions
that such factors are not exclusive. Consequently, all of the forward-looking
statements made herein are qualified by these cautionary statements and readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. The Company undertakes no obligation to
publicly release the results of any revisions of such forward-looking statements
that may be made to reflect events or circumstances after the date hereof, or
thereof, as the case may be, or to reflect the occurrence of unanticipated
events.
12
PART II
ITEM 1 - PENDING LEGAL PROCEEDINGS
- ----------------------------------
The Company is party to a number of claims and lawsuits incidental to its
business. In the opinion of management, the ultimate outcome of such matters,
in the aggregate, will not have a material adverse impact on the Company's
financial position, liquidity or results of operations.
ITEM 2 - CHANGES IN SECURITIES
- --------------------------------
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
- ----------------------------------------
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
None
ITEM 5 - OTHER INFORMATION
- --------------------------
The proxy to be solicited by management of the Company with respect to the
1999 Annual Meeting of Stockholders will confer discretionary authority to vote
on any proposals of stockholders of the Company intended to be presented for
consideration of such Annual Meeting that are submitted to the Company after
July 17, 1999. Discretionary voting authority is the ability to vote proxies
that stockholders have executed and returned to us, on matters not specifically
reflected on the proxy card, and on which stockholders have not had an
opportunity to vote by proxy.
ITEM 6 - EXHIBITS AND REPORTS FILED ON FORM 8-K
- -----------------------------------------------
(a) Exhibits:
(10) - Amendment to the National Data Corporation Employees Retirement
Plan
(27) - Financial Data Schedule
(99.1) - Private Securities Litigation Reform Act Of 1995 Safe Harbor
Compliance Statement For Forward-Looking Statements
(b) Reports Filed on Form 8-K:
13
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.
National Data Corporation
-------------------------
(Registrant)
Date: October 15, 1998 By: /s/ Kevin C. Shea
--------------------- ------------------------
Kevin C. Shea
Chief Financial Officer
(Principal Financial Officer)
Date: October 15, 1998 By: /s/ David H. Shenk
--------------------- ------------------------
David H. Shenk
Corporate Controller
(Chief Accounting Officer)
14