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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 APRIL 1, 2000
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number : 0-24354
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DORSEY TRAILERS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 58-2110729
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(State of Incorporation) (IRS Employer
Identification Number)
One Paces West, Suite 1700
2727 Paces Ferry Road
Atlanta, Georgia 30339
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Registrant's telephone number, including area code: (770) 438-9595
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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 [ ]
The number of shares of common stock outstanding at May 15, 2000, was 5,054,049.
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DORSEY TRAILERS, INC.
FORM 10-Q
Quarter ended April 1, 2000
Index
Page
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Part I. Financial Information
Item 1. Condensed Financial Statements
Balance Sheets - April 1, 2000 and December 31, 1999 3
Statements of Income - For the thirteen weeks ended
April 1, 2000 and April 3, 1999 4
Statements of Cash Flows - For the thirteen weeks ended
April 1, 2000 and April 3, 1999 5
Statement of Changes in Stockholders' Deficit -
For the thirteen weeks ended April 1, 2000 6
Notes to Condensed Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Part II. Other Information
14
Item 1. Legal Proceedings 14
Item 2. Changes in Securities 14
Item 3. Defaults upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
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PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
DORSEY TRAILERS, INC.
BALANCE SHEETS
(IN THOUSANDS EXCEPT PAR VALUE)
APRIL 1, DECEMBER 31,
2000 1999
----------- ------------
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 7 $ 7
Accounts receivable, net 12,157 10,690
Inventories 12,834 16,058
Deferred income taxes 3,374 3,374
Prepaid expenses and other assets 151 133
-------- --------
Total current assets 28,523 30,262
Property, plant and equipment, net 7,057 7,794
Deferred income taxes 2,859 2,917
Other assets, net 1,810 1,300
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TOTAL ASSETS $ 40,249 $ 42,273
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Current portion of long-term debt $ 533 $ 524
Accounts payable 17,233 18,943
Accrued wages and employee benefits 4,774 4,367
Accrued expenses 835 1,066
-------- --------
Total current liabilities 23,375 24,900
Long-term revolving line of credit 9,061 9,503
Long-term debt, net of current maturities 7,787 7,938
Accrued pension liability 1,600 1,600
Accrued warranty 516 516
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TOTAL LIABILITIES 42,339 44,457
-------- --------
Commitments and contingencies -- --
Stockholders' deficit
Preferred stock, $.01 par value, 500 shares
authorized; none issued or outstanding
Common stock, $.01 par value, 30,000 shares
authorized: 5,031 issued and outstanding 50 50
Additional paid-in capital 2,711 2,711
Accumulated deficit (4,851) (4,945)
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TOTAL STOCKHOLDERS' DEFICIT (2,090) (2,184)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 40,249 $ 42,273
======== ========
See notes to condensed financial statements.
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DORSEY TRAILERS, INC.
STATEMENTS OF INCOME - UNAUDITED
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
APRIL 1, APRIL 3,
2000 1999
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(13 WEEKS) (13 WEEKS)
Net sales $ 45,128 $ 44,847
Cost of sales 42,822 42,230
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Gross profit 2,306 2,617
Selling, general and
administrative expenses 1,653 1,590
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Income from operations 653 1,027
Interest expense, net (501) (515)
-------- --------
Income before income taxes 152 512
Income taxes (58) --
-------- --------
Net income $ 94 $ 512
======== ========
Basic income per share $ .02 $ .10
======== ========
Weighted average number of
common and common share
equivalents used in the net income
per share calculation 5,031 5,020
======== ========
See notes to condensed financial statements
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DORSEY TRAILERS, INC.
STATEMENTS OF CASH FLOWS - UNAUDITED
(IN THOUSANDS)
APRIL 1, APRIL 3,
2000 1999
---------- ----------
(13 WEEKS) (13 WEEKS)
Cash flows from operating activities:
Net income $ 94 $ 512
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
Depreciation and amortization 499 434
Deferred income taxes 58
Change in assets and liabilities-
Increase in accounts receivable (1,467) (2,119)
Decrease in inventories 3,224 1,439
(Increase) decrease in prepaid expenses
and other current assets (18) 14
Decrease in accounts payable (1,710) (99)
Increase (decrease) in accrued expenses 208 (371)
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Net cash provided by (used in) operating activities 888 (190)
-------- --------
Cash flows from investing activities:
Capital expenditures (350) (125)
Net proceeds from property sales 46 --
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Net cash used in investing activities (304) (125)
-------- --------
Cash flows from financing activities:
Net (payments) borrowings under line of credit agreement (442) 424
Payments on long-term debt (142) (109)
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Net cash (used in) provided by financing activities (584) 315
-------- --------
Decrease in cash and cash equivalents -- --
-------- --------
Cash and cash equivalents at beginning of period 7 7
-------- --------
Cash and cash equivalents at end of period $ 7 $ 7
======== ========
Supplemental schedule of noncash investing and financing activities:
The Company sold its Northumberland idle plant facility in January, 2000. In
conjunction with the disposition notes receivable and commissions payable were
recorded as follows:
Note receivable $ 580
========
Commission payable $ 31
========
See notes to condensed financial statements
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Dorsey Trailers, Inc.
Statement of Changes in Stockholders' Deficit
(In thousands)
Common Stock Additional
----------------- Paid-in Accumulated
Shares Amount Capital Deficit Total
------ ------ ------- ------- -------
Balance, December 31, 1999 5,031 $ 50 $2,711 $(4,945) $(2,184)
Net income 94 94
----- ----- ------ ------- -------
Balance, April 1, 2000 (Unaudited) 5,031 $ 50 $2,711 $(4,851) $(2,090)
===== ===== ====== ======= =======
See notes to condensed financial statements
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DORSEY TRAILERS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. GENERAL
The financial statements included herein have been prepared by Dorsey Trailers,
Inc. (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; however, the Company believes that the disclosures are
adequate to make the information presented not misleading. The condensed
financial statements included herein should be read in conjunction with the
financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.
In the opinion of the Registrant, the accompanying financial statements contain
all material adjustments (consisting only of normal recurring adjustments),
necessary to present fairly the financial position of the Company at April 1,
2000, and December 31, 1999, and its results of operations and its cash flows
for the thirteen weeks ended April 1, 2000 and April 3, 1999, respectively.
NOTE 2. INVENTORIES
Inventories consisted of the following:
April 1, December 31,
2000 1999
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(In thousands)
Raw material $ 9,987 $11,648
Work-in-process 1,369 3,005
Finished trailers 1,266 1,189
Used trailers 212 216
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$12,834 $16,058
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NOTE 3. REVOLVING LINE OF CREDIT
On March 28, 1997, the Company entered into a $14,000, five-year line of credit
("Financing Agreement"), including a $4,000 term loan and a letter of credit
facility of up to $3,000, with an asset-based lender. The term loan was paid
with the final payment being made on July 1, 1998. On December 31, 1998, the
Company's Financing Agreement was amended. The amendment provided for an
overadvance facility of $2,000 through January 31, 1999; $1,500 through February
28, 1999; and $1,000 through March 31, 1999.
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On June 30, 1999 the Company amended the Financing Agreement. The amended
agreement increased the advance rates for the eligible accounts. The advance
rates increased from 80% to 85% of eligible accounts receivable; from 30% to 35%
of eligible raw material; and from 60% to 70% of eligible finished goods
inventory. The amended agreement permits interest rate concessions for meeting
certain net income and net worth benchmarks. The amended agreement improved
certain net worth covenants. In addition, the agreement was extended for an
additional two-year term.
In connection with the closing of the original $14,000 Financing Agreement, the
Company incurred costs of approximately $1,150, which are being amortized over
the amended life of the Financing Agreement. The Financing Agreement bears
interest at prime plus 1.5% with interest payable monthly. At April 1, 2000 the
interest rate was 10.5% for the Financing Agreement. Annual commitment fees for
the unused portion of the Financing Agreement and outstanding letters of credit
are .375% and 2.0%, respectively. Additionally, the Company is required to pay
monthly a $5 servicing fee and an annual facility fee of $75. The Financing
Agreement allows advances of up to the lesser of $14,000 less the outstanding
letters of credit obligations, or 85% of eligible accounts receivable plus 35%
of eligible raw material, and 70% of eligible finished goods inventory less the
outstanding letters of credit obligations. The Company has certain limitations
on the maximum amount of advances the Company can receive against inventory. As
of April 1, 2000, the Company had $9,061 outstanding under the Financing
Agreement and $1,775 in letters of credit (See note 4). The Financing Agreement
is collateralized by a first security interest in the Company's accounts
receivable and inventory. The Financing Agreement contains certain operational
and financial covenants and other restrictions with which the Company must
comply. The covenants include, but are not limited to, the following: minimum
earnings before interest, income taxes, depreciation, and amortization; minimum
net worth; and maximum amount of capital expenditures. As of April 1, 2000 and
May 15, 2000, the Company was in compliance with the covenants of the Financing
Agreement.
NOTE 4. COMMITMENTS AND CONTINGENCIES
Workers' compensation insurance and letters of credit
The Company is self-insured for workers' compensation claims up to $350 per
occurrence. In order to secure the Company's obligation to fund its self-insured
retention, the Company has obtained standby letters of credit of $1,755 as of
April 1, 2000 under its Financing Agreement (See Note 3). The accompanying
condensed financial statements include an insurance accrual based upon third
party administrators' and management's evaluation of estimated future costs of
outstanding claims and an estimated liability for claims incurred, but not
reported, on an undiscounted basis. The ultimate cost of these claims will
depend on the individual claims given the potential for these claims to increase
or decrease over time. Management believes that any claims as of April 1, 2000
arising under this self-insurance program will not have a material adverse
effect on the financial position, results of operations, or cash flows of the
Company.
Customer Financing
The Company maintains an agreement with a finance company, which provides
wholesale floor plans for certain of the Company's independent dealers. The
Company is contingently liable under repurchase agreements with the finance
company for approximately $4,988 million at April 1, 2000. In
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the opinion of management, it is not probable that the Company will be required
to satisfy this contingent liability.
Litigation
In December 1997, an Administrative Law Judge of the National Labor Relations
Board ("NLRB") ordered the Company to reinstate operations at the Company's
closed Northumberland, Pennsylvania facility, reinstate striking employees and
compensate effected employees for any loss of earnings. In March 1999, a
three-member panel of the NLRB affirmed the Administrative Law Judge's decision.
Unsuccessful mediation efforts took place in February 2000, between the Company
and the NLRB. The Company will now continue the appeal process in the Federal
Courts, a procedure that could take up to several years. No part of this order
will take effect during the appeal process. The Company does not have sufficient
information to estimate the cost that would be incurred if the Company was
required to carry out this order.
In November 1997, a declaratory judgment action was filed by an insurance
company (GAN North American Insurance Co. v. Dorsey Trailers, Inc.) in United
States District Court for the Northern District of Georgia, Atlanta Division, as
to coverage of a previously paid claim of $1.0 million by that insurance company
in the settlement of product liability litigation. The Company filed a motion
for summary judgment and in September 1999, the trial court granted the
Company's motion for summary judgment. GAN filed a notice of appeal, but in
March 2000, GAN ceased the appeal process and settled the action with the
Company. The amount of the settlement has been paid to the Company, but did not
have a material impact on the Company's financial position, results of
operations or cash flows.
In April 1995, a class action lawsuit (James Starks et al. v. Dorsey Trailers,
Inc. et al.) alleging racial discrimination was filed in the United States
District Court for the Middle District of Alabama against the Company. The Court
has not issued a class certification as of this date. Due to the lack of a class
certification, management is unable to determine the potential damages, if any,
associated with this litigation. Management intends to vigorously defend such
litigation and believes that the ultimate resolution of the litigation will not
have a material impact on the Company's financial position, results of
operations, or cash flows.
In the normal course of business, the Company is a defendant in certain other
litigation, in addition to the matters discussed above. Management after
reviewing available information relating to the above matters and consulting
with legal counsel, has determined with respect to each such matter either that
it is not reasonably possible that the Company has incurred liability in respect
thereof or that any liability ultimately incurred will not exceed the amount, if
any, recorded at April 1, 2000 in respect thereof which would have a material
adverse impact on the Company's financial position, results of operations, or
cash flows. However, in the event of an unanticipated adverse final
determination in respect to these matters, the Company's financial position,
results of operations, and its cash flows in which period such determination
occurs could be materially affected.
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Environmental Matters
The Company is engaged in a project to obtain an ACT II "release from liability"
from the state of Pennsylvania for the property located in Northumberland,
Pennsylvania. The ACT II process was initiated in October 1999 and is
anticipated to conclude in October 2000. The Company sold the property in
January 2000.
Subsequent to the closing of the Company's Edgerton, Wisconsin plant in 1989,
the Wisconsin Department of Natural Resources (WDNR) conducted an environmental
inspection that identified certain environmental response requirements. The
Company entered into an agreement with the two prior owners of the Edgerton
plant, limiting the Company's allocation of future expense to 4%. In 1998, the
Company sold this facility, and management believes that any future expense will
be diminimus and not have a material impact on the Company's financial position,
results of operations or cash flows.
In December 1990, a leak was detected in an underground storage tank containing
an industrial solvent at the Elba, Alabama facility. The Company notified the
Alabama Department of Environmental Management ("ADEM") of the leak and hired an
environmental consulting firm to investigate the problem and recommend
corrective action. A remediation system, approved by ADEM, was installed and is
performing according to expectations. The Company does not expect the costs of
remediation maintenance to exceed the reserves it has established for this
purpose.
Labor Relations
On May 3, 1999 the Company reached agreement with the International Association
of Machinists and Aerospace Workers Local Lodge No. 1769 (the "Union"), which
represents the hourly employees of the Company's Elba, Alabama plant. The Union
membership ratified the three-year collective bargaining agreement, which
expires May 4, 2002.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion of the Company's results of operations and of its
liquidity and capital resources should be read in conjunction with the Condensed
Financial Statements of the Company and the related Notes thereto appearing
elsewhere in this Quarterly Report:
INCLUSION OF FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-Q, including "Management's Discussion and
Analysis of Financial Condition and Results of Operations," may be deemed to be
forward-looking statements, as defined in the Private Securities Litigation
Reform Act of 1995. Any forward-looking statements included herein have been
included based upon facts available to management as of the date of the
statement. Any forward-looking statement is, however, inherently subject to the
uncertainty of future events, whether economic, competitive or otherwise, many
of which are beyond the control of the Company, or which may involve
determinations which may be made by management in the future. There can,
therefore, be no assurances that the events or results described in such
forward-looking statements will occur, and actual events or results may vary
materially from those included herein. The following are some of the factors
which may affect whether the events or results described in such forward-looking
statements will occur: increased competition, dependence on key management,
continued availability of credit from vendors, continued advancement of funds
from lender, reliance on certain customers, shortages of new materials,
component prices, labor shortages or work stoppage, dependence on current
industry trends and demand for product, manufacturing interruption due to
unfavorable natural events, government regulations, unfavorable results of
outstanding litigation, and new technologies or products. Readers should review
and consider the various disclosures included in this Quarterly Report and in
the Company's 1999 Annual Report on Form 10-K and other reports to stockholders
and public filings.
RESULTS OF OPERATIONS
NET SALES Net sales for the quarter ended April 1, 2000 were $45,128 a slight
increase from $44,847 for the quarter ended April 3, 1999. New trailer sales
unit volume for the quarter rose 7.6% from the same period in the prior year.
The increase in unit volume growth is primarily due to completion of the United
Parcel Service ("UPS") order. The UPS order, which started production in the
fourth quarter of 1999, was an order that was in excess of 1,000 units. The
current truck and dry freight van segment of the trailer industry have shown
signs of reduced demand, due to increased fuel costs, rising interest rates and
driver shortages. If industry demand continues to weaken, the Company's ability
to continue volume growth quarter over quarter will be reduced.
GROSS PROFIT Gross profit was $2,306 for the first quarter of 2000, or 5.1% of
sales, compared to a gross profit of $2,617 for the first quarter of 1999, or
5.8% of sales. The decrease in gross profit for the first quarter of 2000 was
primarily due to increased wage and benefit costs associated with the Company's
new collective bargain agreement that commenced in the second quarter of 1999.
The Company was unable to recapture these wage and benefit increases in sales
price increases.
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative
("SG&A") expenses for the first quarter of 2000 increased approximately $63 or
4.0% to $1,653 as compared to $1,590 for the first quarter of 1999. SG&A
expenses as a percent of net sales increased to 3.7% for the quarter ended April
1, 2000 as compared to 3.5% for the quarter ended April 3, 1999. The increase in
SG&A expenses as a percent of sales was a result of increased professional fees
and increased depreciation expense related to the Company's new information
system.
INTEREST EXPENSE, NET Interest expense, net for the quarter ended April 1, 2000,
was $501 as compared to interest expense, net of $515 for the quarter ended
April 3, 1999. This decrease in interest expense was attributable to decreased
usage of the Company's long-term revolving line of credit during the first
quarter of 2000 in comparison with the first quarter of 1999.
NET INCOME Net income for the quarter ended April 1, 2000 was $94, or $0.02 per
share, as compared to a net income of $512, or $0.10 per share, for the quarter
ended April 3, 1999. The decrease in net income for the first quarter of 2000 is
due primarily to the increased wage and benefit costs, described above.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents at April 1, 2000 and April 3, 1999 were $7.
Net cash provided by operating activities was $888 for the period ended April 1,
2000 as compared to net cash used in operating activities of $190 for the period
ended April 3, 1999. The cash provided by operating activities during the first
quarter of 2000 primarily resulted from a reduction in inventories of $3,224.
The cash used in operating activities during the first quarter of 1999 primarily
resulted from an increase in accounts receivable of $2,119.
Net cash used in investing activities was $304 for the period ended April 1,
2000 as compared to net cash used in investing activities of $125 for the period
ended April 3, 1999. The net cash used in investing activities for the first
quarter of 2000 and 1999 was due to capital expenditures.
Net cash used in financing activities was $584 for the period ended April 1,
2000 as compared to net cash provided by financing activities of $315 for the
period ended April 3, 1999. Net cash used in financing activities in the first
quarter of 2000 was due to the Company making net payments on its long-term
revolving line of credit of $442 and payments on long-term debt of $142. Net
cash provided by financing activities in the first quarter of 1999 was due to
the Company making net borrowings on its long-term revolving line of credit of
$424 and payments on long-term debt of $109.
On March 28, 1997 the Company entered into a $14,000 five-year working capital
line of credit ("Financing Agreement") with an asset-based lender. The Company's
availability under the Financing Agreement changes daily based on the level of
eligible accounts receivable and inventories. As of May 13, 2000, the Company
had $8,707 outstanding under the Financing Agreement and $1,755 in letters of
credit, and had $1,136 in availability under the Financing Agreement. On June
30, 1999 the Company amended the Financing Agreement increasing the advance rate
allowed under the agreement. In addition, the agreement was extended for an
additional two-year term. As of April 1, 2000 and May
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15, 2000, the Company was in compliance with the covenant requirements of the
Financing Agreement.
The $14,000 Financing Agreement allowed the Company to improve payment
conditions with its vendors and provide the liquidity necessary for a consistent
production flow. As stated above, the Company has amended its Financing
Agreement, which increased the advance rates on eligible assets. Management
estimates that the increased advance rates will provide the additional
availability to assist in funding the operations of the Company. Additionally,
the improved financial performance of the Company will aid in supporting the
Company's growth. The Company continues to negotiate with vendors to obtain
increased credit limits, based on the current growth of the Company and its
improved financial performance. Management believes, based on the improved
financial results, that the Company's liquidity position has improved during the
first quarter of 2000. However, the Company's growth, prior year losses and a
decrease in demand for product could constrain the Company's liquidity position.
BACKLOG
The Company's backlog of orders was approximately $38,610 at April 1, 2000 and
$49,500 at December 31, 1999. The backlog includes only those orders for
trailers for which a confirmed customer order has been received. The Company
expects to fill these orders by the end of 2000. The Company manufactures
trailers primarily to customer or dealer order and does not generally maintain
an inventory of "stock" trailers in anticipation of future orders. However, many
of the Company's dealers do maintain an inventory of stock trailers.
The current dry freight van segment of the trailer industry demand has begun to
show signs of softening. This current condition has been caused by increasing
fuel costs, rising interest rates and driver shortages. The demand for product
is generally driven by economic conditions. With a major economic downturn or a
prolonged softening in the industry, the Company is susceptible to a decrease in
the demand for its products.
YEAR 2000
The Year 2000 problem has not posed any significant operational problems for the
Company's computer systems as modified and converted. Maintenance and
modification costs are expensed as incurred, while the costs of new hardware and
software are capitalized and amortized over the assets' useful lives. During
October 1999, the Company converted to a new operating system. Management
estimates the total cost of the conversion and modification to be $0.9 million.
With the timely completion of the modifications and conversion, the Company is
now year 2000 compliant. In addition, the year 2000 issue did not have a
material impact on the operations of the Company. As of May 15, 2000 the Company
has not experienced any significant year 2000 issues as they relate to suppliers
or customers, that would have a material impact on the operations of the
Company.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
A. The Company's annual meeting of stockholders was held on April
25, 2000.
B. Marilyn R. Marks and John L. Pugh were elected as Directors.
The term of office J. Hoyle Rymer, and Lawrence E. Mock, Jr.
continued after the meeting.
C. Stockholders voted on the matters disclosed in the following
table:
Ratification of Independent
Election of Directors* Certified Public Accountants
---------------------- ----------------------------
Marilyn R. Marks John L. Pugh
---------------- ------------
Votes Cast:
For 4,543,627 4,544,582 4,543,092
Against 0 0 24,650
Abstentions 0 0 56,850
Withheld 80,965 80,010 0
Non Votes 0 0 0
* For a term of three years
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
a. The exhibits filed as a part of this report are as follows:
27 Financial Data Schedule [For SEC Purposes Only]
b. No reports on Form 8-K were filed during the period.
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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.
DORSEY TRAILERS, INC.
Date: May 16, 2000 By: /s/ G. Allen Cain
-------------------- ----------------------------------
G. Allen Cain
Vice President - Accounting
(Principal Financial Officer and
Principal Accounting Officer)
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