1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended June 30, 1998 Commission File No. 0-6764
Mobile America Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-1218935
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10475 Fortune Parkway, Jacksonville, Florida 32256
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (904) 363-6339
--------------
N/A
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report
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)
There were 7,167,542 shares of common stock, par value $.025 per share,
outstanding as of the close of business on August 7, 1998.
2
PART I
Mobile America Corporation
INDEX
Financial Statements: Page
Part I
Unaudited Consolidated Balance Sheets 1
Unaudited Consolidated Statements of Operations 2
Unaudited Consolidated Statements of Comprehensive Income 3
Unaudited Consolidated Statements of Cash Flows 4
Unaudited Consolidated Statements of Changes in
Stockholders' Equity 5
Notes to Financial Statements 6-7
Management's Discussion and Analysis
of the Unaudited Consolidated Statements of Operations 8-10
Exhibit 11 - Computations of Earnings Per Share 12
Part II
Other Information, and Signatures 11
3
Mobile America Corporation and Subsidiaries
Unaudited Consolidated Balance Sheets
June 30, 1998 and December 31, 1997
Assets 1998 1997
- --------------------------------------------------------------------------------
Investments:
Securities held to maturity
at amortized cost (fair value
$37,605,051 and $43,511,416) $ 37,288,250 $ 43,620,417
Securities available for sale at fair value
(amortized cost $29,746,937
and $30,557,149) 30,244,688 30,676,634
Short-term investments 13,103,434 16,940,962
--------------------------
Total investments 80,636,372 91,238,013
--------------------------
Cash 811,970 4,518,020
Receivables:
Insurance premiums 4,016,395 3,324,666
Accrued investment income 1,063,540 1,181,450
Reinsurance on paid losses 157,748 100,486
Reinsurance Recoverable 13,708,956 17,720,613
Current income taxes 68,398 384,568
--------------------------
Total receivables 19,015,037 22,711,783
--------------------------
Deferred income tax 1,213,594 1,581,487
Prepaid reinsurance premiums 18,374,770 16,752,315
Deferred policy acquisition costs (3,045,804) (2,047,989)
Property and Equipment:
Land, at cost 524,043 524,043
Equipment and leasehold improvements at cost less
accumulated depreciation and amortization of
$2,321,631 and $2,219,088 1,581,846 1,029,640
--------------------------
Total property and equipment 2,105,889 1,553,683
--------------------------
Equity in pools and associations 996,160 996,160
Other assets 702,604 938,666
--------------------------
$120,810,592 $138,242,138
==========================
Liabilities and Stockholders' Equity 1998 1997
- --------------------------------------------------------------------------------
Insurance loss reserves, including
future policy benefits $24,094,485 $33,643,295
Unearned premium 31,476,478 32,893,437
Reinsurance funds withheld and
balances payable 3,325,195 7,001,015
Accrued expenses and other liabilities 10,569,908 12,409,880
Deferred income tax on net unrealized gains on
securities available for sale 169,235 40,625
Unearned service fee 579,490 568,215
Note payable 10,800,000 12,000,000
--------------------------
Total liabilities 81,014,791 98,556,467
--------------------------
Stockholders' equity:
Common stock, $.025 par value per share
Authorized - 18,000,000 shares
Issued - 7,644,414 shares and 7,644,414 shares 191,110 191,110
Preferred stock, $.10 par value per share
Authorized - 500,000 shares
Issued and outstanding - none 0 0
Capital in excess of par value 4,348,842 4,348,842
Accumulated other comprehensive income:
Net unrealized appreciation on securities
available for sale net of deferred
income taxes of $169,235 and $40,625 328,516 78,861
Treasury stock at cost, 476,872 and
476,580 shares (1,233,069) (1,229,403)
Retained earnings 36,160,402 36,296,261
--------------------------
Total stockholders' equity 39,795,801 39,685,671
--------------------------
$120,810,592 $138,242,138
==========================
See notes to consolidated financial statements.
4
Mobile America Corporation and Subsidiaries
Unaudited Consolidated Statements of Operations
Quarters ended June 30, 1998 and 1997, Six Months Ended June 30, 1998 and 1997
Quarters Ended June 30 Six Months Ended June 30
1998 1997 1998 1997
---------------------------- ----------------------------
Revenues:
Insurance premiums earned net of
premiums ceded of $11,171,372, $12,306,563,
$22,326,041 and $24,758,735 $ 9,072,620 $ 11,125,519 $ 19,497,196 $ 22,552,522
Service fees earned 2,152,962 2,638,161 4,604,770 4,921,222
Investment income 1,116,436 1,442,349 2,349,159 2,961,869
Other 30,280 9,254 33,740 13,794
Net realized gains(losses) on investments (6,375) 7,013 (30,299) 22,509
---------------------------- ----------------------------
Total revenues 12,365,923 15,222,296 26,454,566 30,471,916
---------------------------- ----------------------------
Expenses:
Losses and loss adjustment expenses, net of
reinsurance recoveries of $8,576,121,
$10,449,037, $18,150,816 and $19,829,411 6,546,835 8,184,631 12,768,376 16,806,019
Policy acquisition costs 742,983 82,031 2,021,976 1,172,521
Salaries and wages 1,824,270 1,709,520 4,108,154 3,792,541
General and administrative expenses 1,650,927 1,921,162 3,730,810 2,903,024
Interest on note 229,432 258,448 470,434 508,542
---------------------------- ----------------------------
Total expenses 10,994,447 12,155,792 23,099,750 25,182,647
---------------------------- ----------------------------
Income before provision for income taxes 1,371,476 3,066,504 3,354,816 5,289,269
---------------------------- ----------------------------
Provision and (benefit) for income taxes:
Current 169,291 1,034,729 630,154 1,719,071
Deferred 191,330 (53,914) 367,893 (82,183)
---------------------------- ----------------------------
Total provision for income taxes 360,621 980,815 998,047 1,636,888
---------------------------- ----------------------------
Net income $ 1,010,855 $ 2,085,689 $ 2,356,769 $ 3,652,381
============================ ============================
Basic and diluted earnings per share:
Net income $ 0.14 $ 0.29 $ 0.33 $ 0.51
============================ ============================
Weighted average number of common
stock outstanding 7,167,584 7,148,697 7,167,670 7,160,303
============================ ============================
Dividends per share $ 0.00 $ 0.00 $ 0.35 $ 0.35
============================ ============================
See notes to consolidated financial statements.
-2-
5
Mobile America Corporation and Subsidiaries
Unaudited Statements of Comprehensive Income
Quarters Ended June 30,1998 and 1997 and Six Months Ended June 30,1998 and 1997
Quarters Ended June 30 Six Months Ended June 30
-------------------------- -------------------------
1998 1997 1998 1997
---- ---- ---- ----
Net income $ 1,010,855 $ 2,085,689 $ 2,356,769 $ 3,652,381
----------- ----------- ----------- -----------
Other comprehensive income:
Unrealized gains on securities:
Unrealized holding gains (losses) arising
during period net of taxes $(21,903),
$147,608, $128,610 and $44,211 (24,775) 319,365 245,281 81,483
Less: reclassification adjustment for gains/
losses included in net income (17,741) 3,520 4,373 4,339
----------- ----------- ----------- -----------
Other comprehensive income (42,516) 322,885 249,654 85,822
----------- ----------- ----------- -----------
Comprehensive income $ 968,339 $ 2,408,574 $ 2,606,423 $ 3,738,203
=========== =========== =========== ===========
See notes to consolidated financial statements.
-3-
6
Mobile America Corporation and Subsidiaries
Unaudited Consolidated Statements of Cash Flows
Six Months Ended June 30, 1998 and 1997
1998 1997
----------------------------
Cash Flows from Operating Activities:
Net income $ 2,356,769 $ 3,652,381
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for depreciation 102,543 72,699
Loss (gain) on sale of investments 30,299 (22,509)
Change in assets and liabilities:
Insurance premiums receivable (691,729) (312,014)
Accrued investment income 117,910 145,050
Deferred policy acquisition costs 997,815 (403,747)
Prepaid expenses and other assets 236,062 146,746
Insurance loss reserves (9,548,810) (8,824,534)
Unearned premium (1,416,959) 271,554
Reinsurance funds held and balances payable (3,675,820) (6,566,573)
Accrued expenses and other liabilities (1,839,972) (256,028)
Current income taxes 316,170 129,931
Deferred income taxes 367,893 (82,183)
Prepaid reinsurance premiums (1,622,455) 552,427
Reinsurance recoverable 3,954,395 6,361,744
Unearned service fees 11,275 (376,382)
----------------------------
Net cash used in
operating activities (10,304,614) (5,511,438)
----------------------------
Cash Flows from Investing Activities:
Net change in short term investments 3,837,528 9,681,258
Purchase of investments (6,474,912) (6,601,407)
Proceeds from sale and maturity of investments 13,586,992 9,113,141
Purchase of property and equipment (654,749) (169,264)
----------------------------
Net cash provided by investing
activities 10,294,859 12,023,728
----------------------------
Cash Flows from Financing Activities:
Purchase of Treasury stock (3,666) (384,785)
Dividends paid to stockholders (2,492,629) (2,475,079)
Principal Payment, note payable (1,200,000) 0
----------------------------
Net cash used in
financing activities (3,696,295) (2,859,864)
----------------------------
Net change in cash (3,706,050) 3,652,426
Cash, beginning of period 4,518,020 1,802,644
----------------------------
Cash, end of period $ 811,970 $ 5,455,070
============================
See notes to consolidated financial statements.
-4-
7
Mobile America Corporation and Subsidiaries
Unaudited Consolidated Statements of Changes in Stockholders' Equity
Six Months Ended June 30, 1998 and 1997
1998 1997
----------------------------
Common Stock:
Balance at beginning of period $ 191,110 $ 168,010
Stock dividend 0 23,100
----------------------------
Balance at end of period 191,110 191,110
----------------------------
Preferred Stock:
No Change during period 0 0
----------------------------
Capital in excess of par value:
Balance at beginning of period 4,348,842 2,729,588
Stock dividend 0 970,219
----------------------------
Balance at end of period 4,348,842 3,699,807
----------------------------
Accumulated other comprehensive income:
Net unrealized appreciation on securities
available for sale:
Balance at beginning of period 78,861 200,712
Increase (decrease) 378,265 130,033
Deferred taxes on unrealized gains (128,610) (44,211)
----------------------------
Balance at end of period 328,516 286,534
----------------------------
Treasury Stock:
Balance at beginning of period (1,229,403) (510,122)
Purchases of 292
and 31,724 shares (3,666) (384,785)
----------------------------
Balance at end of period (1,233,069) (894,907)
----------------------------
Retained earnings:
Balance at beginning of period 36,296,261 33,588,833
Net income 2,356,770 3,652,380
Stock Dividend (993,952)
Cash dividends $.35 and $.35
per share (2,492,629) (2,474,416)
----------------------------
Balance at end of period 36,160,402 33,772,845
----------------------------
Total stockholders' equity at end of period $ 39,795,801 $ 37,055,389
============================
See notes to consolidated financial statements.
-5-
8
Mobile America Corporation and Subsidiaries
Notes To Consolidated Financial Statements
Note 1. Basis of Presentation
In the opinion of management, the accompanying balance sheets and related
interim statements of income, comprehensive income and cash flows include all
adjustments (which include reclassifications and normal recurring adjustments)
necessary to present fairly the financial position and results of operations and
cash flows at June 30, 1998 and for all periods presented. Preparing financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues and expenses. Actual results
may differ from these estimates. Interim results are not necessarily indicative
of results for a full year. The information included in this Form 10-Q should be
read in conjunction with Management's Discussion and Analysis and financial
statements and notes thereto included in the Mobile America Corporation 1997
10-K.
Certain amounts in prior years' financial statements have been reclassified to
conform to the 1998 presentation.
Note 2. Stock Dividend
Effective June 23, 1997, the Registrant issued a 15% stock dividend on its
common stock. Under this plan 924,018 shares were issued at a market value of
$10.75. All prior share and per share amounts have been restated to reflect the
stock dividend.
Note 3. Earnings Per Share
Basic earnings per share is computed based on the weighted average number of
common shares outstanding during the period. Diluted earnings per share presents
the dilutive effect of options using the treasury stock method.
-6-
9
Mobile America Corporations and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 3. Earnings per share (continued)
Quarters Ended June 30 Six Months Ended June 30
---------------------- ------------------------
1998 1997 1998 1997
---- ---- ---- ----
Numerator:
Income available to common shareholders $1,010,855 $2,085,689 $2,356,769 $3,652,381
========== ========== ========== ==========
Denominator:
Basic earnings per share
weighted average shares 7,167,584 7,148,697 7,167,670 7,160,303
Effect of dilution:
Employee stock options 33,729 20,616 50,971 23,477
---------- ---------- ---------- ----------
Diluted earnings per share adjusted weighted
average shares and assumed conversions 7,201,313 7,169,313 7,218,641 7,183,780
========== ========== ========== ==========
Basic earnings per share $ 0.14 $ 0.29 $ 0.33 $ 0.51
========== ========== ========== ==========
Diluted earnings per share $ 0.14 $ 0.29 $ 0.33 $ 0.51
========== ========== ========== ==========
-7-
10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997
Operations
Net income decreased 35.5% to $2,356,769 during the first six months of 1998
primarily due to lower earned premiums, net of reinsurance ceded, service fees,
investment income and higher operating expenses, offset by lower incurred losses
and loss adjustment expenses.
Total consolidated revenues decreased 13.2% to $26,454,566 during 1998 from
$30,471,916 reported during the first six months of 1997. Insurance premiums
earned decreased 13.6% due to a 25% increase in the reinsurance cession, which
was done to take advantage of reduced reinsurance costs and more favorable terms
(earned premiums would have decreased 8.2% on a comparable basis) and a 13.3%
decrease in direct private passenger automobile personal injury
protection/property damage earned premium offset by a 52.2% increase in property
insurance earned premium produced through the Registrant's surplus lines
insurance subsidiary.
Direct written premium in the Registrant's automobile lines decreased 15.4% to
$37,383,000 during the first six months of 1998 reflecting a decrease in market
share the result of rate increases and increased competition in the market
place. The Registrant believes premium volume may increase if competitors adjust
their premium rates to offset the impact of adverse loss experience. The
Registrant has taken steps, with a March 1998 rate revision, to exploit pockets
of opportunity resulting in the establishment of new territories, more
competitive rates and a revised commission structure.
Property insurance direct written premium produced through the Registrant's
surplus lines insurance subsidiary remained steady at $2,000,000 during the
first six months of 1998.
Service fees earned decreased 6.4% during 1998 primarily due to reduced managing
general agency fee revenue associated with a 15.4% decline in private passenger
automobile insurance business which was partially offset by higher
fee-for-service revenue from new and extended third party service contracts.
During the first six months of 1998 third party service fee revenue increased
17.2% to $1,606,000. The Registrant continues to service business for the
Florida Automobile Joint Underwriting Association under a three year contract
awarded on January 1, 1998 and for the Florida Residential Property and Casualty
Joint Underwriting Association under an extended servicing contract which runs
through March 1999.
Investment income decreased 20.7% to $2,349,159 during the first half of 1998
the result of a lower level of invested assets and lower interest rates
resulting from the utilization of cash to meet claim payment and operating
requirements.
Consolidated expenses decreased 8.3% to $23,099,750 during the first six months
of 1998 from $25,182,647 reported during the comparable period of 1997 primarily
due to improved loss and loss adjustment expense experience offset by higher
acquisition costs, salaries and general operating expenses.
Loss and loss adjustment expenses incurred declined 24.0% during 1998 over 1997
with a 17.2% improvement in the minimum limits automobile personal injury
protection/property damage line of business. Loss and loss adjustment expenses
incurred as a percentage of earned premium was 65.5% in 1998 compared to 74.5%
in 1997. In it's efforts to reduce loss and loss adjustment expenses incurred,
as it relates to earned premium, the Registrant initiated a significant rate
increase in the minimum limits personal injury protection line of business in
the fourth quarters of 1995 and 1996 and the first quarter of 1998.
Due to the inherent uncertainty in estimating reserves for losses and loss
adjustment expenses, which are estimates of the amounts necessary to settle
reported and unreported claims and their related loss adjustment expenses, there
can be no assurance that the ultimate liability will not exceed the amounts
reserved, resulting in an adverse effect on the Registrant. The Registrant
believes its current reserves are adequate.
-8-
11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997
1998 Compared to 1997 (continued)
The loss and loss adjustment expense experienced on the business which the
Registrant originates and cedes to its reinsurers may also adversely affect the
Registrant's profitability in the future. The Registrant increased the ceding
percentage to 75% from 60% on certain lines effective January 1, 1998. This was
done to take advantage of reduced reinsurance costs and more favorable terms. If
the Registrant's ratio of loss and loss adjustment expenses to earned premium
deteriorates, it is likely that over time the Registrant's cost of reinsurance
would increase, and it is possible that at some future point the Registrant
could not obtain reinsurance on economically viable terms.
Policy acquisition costs increased 72.4% during 1998 due principally to ceding
reinsurance commission credits and certain expense recoveries recognized in the
second quarter of 1997. Salary and wages increased 8.3% due to the hiring of a
number of key personnel during the later half of 1997 to help manage the
organization into the next century. This included a senior vice president of
claims, a vice president of information systems and a vice president of human
resources. General and administrative expenses increased 28.5% primarily due to
one time costs associated with the relocation of executives and professional
fees associated with the Registrant's computer system enhancements.
Financial Position, Liquidity and Capital Resources
Net cash flow from operations was negative in 1998 as loss and loss adjustment
expense payments and consolidated operating expense payments exceeded premiums,
fees and investment revenues. Such negative cash flow resulted in part from
accelerating loss payments in the minimum limits automobile personal injury
protection line of business. The Registrant believes this practice will improve
overall loss and loss expense experience by reducing ultimate loss settlement
costs and litigation expenses. The Registrant's practice of maintaining a highly
liquid investment portfolio allowed the Registrant to meet cash demands.
Management is optimistic that cash flow will improve as rate increases take
affect and the settlement of losses returns to a more normal pattern.
In 1998, the Registrant began making principal payments on the $12,000,000 note
payable. Payments of $600,000 plus accrued interest are due quarterly with the
entire unpaid balance due October 2002.
The Registrant has purchased a new computer system to meet the year 2000
transition and provide support for a growing business. In June, the Registrant
began processing private passenger automobile business on the new system and is
in the process of bringing online its commercial automobile and property lines
of business. Management budgeted $1.4 million for this project. The new computer
system will allow the Registrant to process more business in-house thereby
eliminating the costs of using certain third party providers as well as
providing cost saving opportunities on the Registrant's core business.
In prior years, certain computer programs were written using two digits rather
than four to define the applicable year. These programs were written without
considering the impact of the upcoming change in the century and may experience
problems handling dates beyond the year 1999. This could cause computer
applications to fail or create erroneous results unless corrective measures are
taken. Incomplete or untimely resolution of the Year 2000 issue could have a
material adverse impact on the Registrant's business, operations or financial
condition in the future.
However, with the number of options available in the form of software solutions,
the Year 2000 issue should not pose a significant problem to the Registrant.
The Registrant paid an annual dividend of $.35 per share on February 3, 1998 to
shareholders of record on January 20, 1998. The dividend payment totaled
$2,492,629.
The Registrant maintains sufficient liquidity to meet operational needs. Cash
dividend, capital expenditure and operating requirements will be provided by
operations and investment activities. The investment policy continues to
emphasize higher quality securities matched closely with the short liability
duration.
-9-
12
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Second Quarter Ended June 30, 1998 Compared to
Second Quarter Ended June 30, 1997
Operations
Net income declined 51.6% to $1,010,855 on revenues of $12,365,923 during the
second quarter of 1998, compared to $2,085,689 on revenues of $15,222,296 in
1997. The same factors discussed in the year-to-date comparison were responsible
for the quarter-to-quarter earnings decline.
Insurance premiums earned decreased 18.5% to $9,072,620 in 1998 from $11,125,519
reported in 1997 due to increased reinsurance participation and lower earnings
in the private passenger automobile line of business partially offset by
continued improvement in the surplus lines property business. Service fee
revenue declined 18.4% in the quarter primarily due to lower agency fee revenue
associated with the private passenger automobile business. Investment income was
down 22.6% on lower invested assets as cash is used to meet claim payments and
operating needs.
Consolidated expenses declined 9.6% to $10,994,447 in 1998 compared to
$12,155,792 reported during the second quarter of 1997.
Loss and loss adjustment expenses declined 20.0% due to improvement in the
private passenger automobile line of business. Policy acquisition costs
increased significantly in the second quarter of 1998 due to certain reinsurance
credits and cost adjustments reported in the second quarter of 1997. Salary and
wages increased 6.7% due to additional salary of key executives hired in the
third quarter of 1997. General and administrative expenses decreased 14.1% as
expenditures assumed a more normal and consistent pattern during the second
quarter.
Forward-Looking Statements
This Form 10-Q contains certain forward-looking statements within the meaning of
section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements are deemed by the Registrant to be covered by and to
qualify for safe harbor protection provided by the Private Securities Litigation
Reform Act of 1995. Investors and prospective investors are referred to the
Registrant's Annual Report on Form 10K for the fiscal year ended December 31,
1997 for a more detailed discussion of the factors that could cause actual
results to differ. These forward-looking statements relate to, among other
things, (a) the expected benefits from (i) the award of a three year servicing
contract by the Florida Automobile Joint Underwriting Association, and (ii) the
extension of a service contract by the Florida Residential Property and Casualty
Joint Underwriting Association, and (b) the improvement of cash flow as a result
of rate increases and a return to a more normal pattern of loss settlements.
Such statements reflect the current views of the Registrant and are subject to
certain risks and uncertainties that include, but are not limited to, obtaining
policy volume service levels under the Joint Underwriting Association service
contracts, continued market acceptance of premium rate increases in the
automobile minimum limits personal injury protection line of business and
adequacy of loss reserves. The Registrant disclaims any intent or obligation to
update publicly these forward-looking statements, whether as a result of new
information, future events or otherwise.
-10-
13
Part II
OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's annual meeting of stockholders held on May 28, 1998, the
following members were elected to the Board of Directors:
Allan J. McCorkle Thomas J. McCorkle
R. Lee Smith Robert Thomas III
Jack Horne Chambers John Michael Garrity
Thomas Edwin Perry Randal L. Ringhaver
Approval was granted to increase the number of shares authorized for issuance
under the Mobile America Corporation Incentive Plan by 200,000 to a total of
500,000 shares and to grant a one time option award of up to 75,000 shares for
recruitment purposes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
11. Unaudited computations of earnings per share.
27. Financial Data Schedule (for SEC use only).
(b) Reports on Form 8K
No reports on Form 8K were filed for the quarter ended June
30, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on it's behalf by the undersigned
thereunto duly authorized.
MOBILE AMERICA CORPORATION
--------------------------
Registrant
August 13, 1998 By /s/ Thomas L. Stinson
- --------------- --------------------------
Date Thomas L. Stinson
Senior Vice President and
Chief Financial Officer
-11-