FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-5519
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CDI CORP.
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(Exact name of Registrant as specified in its charter)
Pennsylvania 23-2394430
- ------------------------- -----------------------
(State or other jurisdic- (I.R.S. Employer
tion of incorporation or Identification Number)
organization)
1717 Arch Street, 35th Floor, Philadelphia, PA 19103-2768
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(Address of principal executive offices)
Registrant's telephone number, including area code: (215) 569-2200
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Indicate 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
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Outstanding shares of each of the Registrant's classes of common stock as
of October 31, 2000 were:
Common stock, $.10 par value 19,079,753 shares
Class B common stock, $.10 par value None
2
PART 1. FINANCIAL INFORMATION
CDI CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
September 30,
2000 December 31,
Assets (unaudited) 1999
- ------ ------------- ------------
Current assets:
Cash $ 13,863 11,429
Accounts receivable, less allowance for
doubtful accounts of $4,035 - September 30,
2000; $4,203 - December 31, 1999 404,306 352,458
Prepaid expenses and other 7,615 5,322
Deferred income taxes - 4,448
------- -------
Total current assets 425,784 373,657
Fixed assets, at cost:
Computers and systems 92,392 76,197
Equipment and furniture 36,208 32,275
Leasehold improvements 10,780 9,387
------- -------
139,380 117,859
Accumulated depreciation (74,365) (64,603)
------- -------
Net fixed assets 65,015 53,256
Deferred income taxes - 86
Goodwill and other intangible assets, net 91,277 89,328
Other assets 16,555 15,353
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$ 598,631 531,680
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3
CDI CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share data)
September 30,
2000 December 31,
Liabilities and Shareholders' Equity (unaudited) 1999
- ------------------------------------ ------------- ------------
Current liabilities:
Obligations not liquidated because
of outstanding checks $ 21,083 21,446
Accounts payable 40,259 32,575
Withheld payroll taxes 5,201 3,211
Accrued expenses 101,812 88,975
Income taxes payable 6,189 8,774
Deferred income taxes 1,137 -
------- -------
Total current liabilities 175,681 154,981
Long-term debt 74,936 65,651
Deferred income taxes 2,198 -
Deferred compensation 14,086 13,916
Minority interests 2,970 3,288
Shareholders' equity:
Preferred stock, $.10 par value -
authorized 1,000,000 shares; none
issued - -
Common stock, $.10 par value -
authorized 100,000,000 shares;
issued 20,011,371 shares - September 30,
2000; 19,999,463 shares - December 31,
1999 2,001 2,000
Class B common stock, $.10 par value -
authorized 3,174,891 shares; none
issued - -
Additional paid-in capital 16,645 16,539
Retained earnings 334,157 298,305
Accumulated other comprehensive loss (1,900) (611)
Unamortized value of restricted stock
issued (595) (945)
Less common stock in treasury, at cost -
931,618 shares - September 30, 2000;
927,651 shares - December 31, 1999 (21,548) (21,444)
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Total shareholders' equity 328,760 293,844
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$ 598,631 531,680
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4
CDI CORP. AND SUBSIDIARIES
Consolidated Statements of Earnings
(In thousands, except per share data; unaudited)
Three months ended Nine months ended
September 30, September 30,
------------------ --------------------
2000 1999 2000 1999
------- ------- --------- ---------
Revenues $ 441,571 409,274 1,300,418 1,205,971
Cost of services 320,655 297,588 942,795 887,642
------- ------- --------- ---------
Gross profit 120,916 111,686 357,623 318,329
Operating and administrative costs 101,938 88,550 294,933 253,428
------- ------- --------- ---------
Operating profit 18,978 23,136 62,690 64,901
Interest expense 1,392 499 3,833 1,366
------- ------- --------- ---------
Earnings from continuing
operations before income
taxes and minority interests 17,586 22,637 58,857 63,535
Income taxes 6,172 8,985 22,309 25,099
------- ------- --------- ---------
Earnings from continuing
operations before minority
interests 11,414 13,652 36,548 38,436
Minority interests 194 320 696 974
------- ------- --------- ---------
Earnings from continuing operations 11,220 13,332 35,852 37,462
Discontinued operations - - - 2,015
------- ------- --------- ---------
Net earnings $ 11,220 13,332 35,852 39,477
======= ======= ========= =========
Basic earnings per share:
Earnings from continuing
operations $ .59 .70 1.88 1.96
Discontinued operations $ - - - .11
Net earnings $ .59 .70 1.88 2.07
Diluted earnings per share:
Earnings from continuing
operations $ .59 .70 1.88 1.96
Discontinued operations $ - - - .11
Net earnings $ .59 .70 1.88 2.07
5
CDI CORP. AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
(In thousands; unaudited)
Three months ended Nine months ended
September 30, September 30,
------------------ -----------------
2000 1999 2000 1999
Common stock ------- ------- ------- -------
Beginning of period $ 2,001 1,997 2,000 1,995
Exercise of stock options - 1 1 3
------- ------- ------- -------
End of period $ 2,001 1,998 2,001 1,998
======= ======= ======= =======
Additional paid-in capital
Beginning of period $ 16,697 16,084 16,539 15,534
Exercise of stock options - 90 208 446
Restricted stock-vesting/forfeiture - - (16) (10)
Restricted stock-change in value (53) (91) (127) 113
Stock Purchase Plan 1 - 41 -
------- ------- ------- -------
End of period $ 16,645 16,083 16,645 16,083
======= ======= ======= =======
Retained earnings
Beginning of period $322,937 272,003 298,305 245,858
Net earnings 11,220 13,332 35,852 39,477
------- ------- ------- -------
End of period $334,157 285,335 334,157 285,335
======= ======= ======= =======
Accumulated other comprehensive loss
Beginning of period $ (1,396) (869) (611) (720)
Translation adjustment (256) 363 (1,041) 214
Unrealized loss on investment (248) - (248) -
------- ------- ------- -------
End of period $ (1,900) (506) (1,900) (506)
======= ======= ======= =======
Unamortized value of restricted stock issued
Beginning of period $ (652) (939) (945) (1,117)
Restricted stock-vesting/forfeiture - - 104 188
Restricted stock-change in value 53 91 127 (113)
Restricted stock-amortization of value 4 67 119 261
------- ------- ------- -------
End of period $ (595) (781) (595) (781)
======= ======= ======= =======
Treasury stock
Beginning of period $(21,548) (21,369) (21,444) (21,181)
Restricted stock-forfeiture - - (104) (188)
------- ------- ------- -------
End of period $(21,548) (21,369) (21,548) (21,369)
======= ======= ======= =======
Comprehensive income
Net earnings $ 11,220 13,332 35,852 39,477
Translation adjustment (256) 363 (1,041) 214
Unrealized loss on investment (248) - (248) -
------- ------- ------- -------
$ 10,716 13,695 34,563 39,691
======= ======= ======= =======
6
CDI CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands; unaudited)
Nine months ended
September 30,
-----------------
2000 1999
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Continuing operations
Operating activities:
Earnings from continuing operations $ 35,852 37,462
Minority interests 696 974
Depreciation 12,620 10,362
Amortization of intangible assets 4,234 3,043
Income tax provision greater than tax payments 5,284 4,248
Change in assets and liabilities net of effects
from acquisitions:
(Increase) in accounts receivable (50,858) (44,432)
Increase in payables and accrued expenses 25,562 12,030
Other (2,767) 2,510
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30,623 26,197
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Investing activities:
Investment in fixed assets (24,576) (20,109)
Acquisitions net of cash acquired (11,584) (22,735)
Other (1,184) (902)
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(37,344) (43,746)
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Financing activities:
Borrowings long-term debt 32,861 25,057
Payments long-term debt (23,576) (4,103)
Obligations not liquidated because of
outstanding checks (363) (10,411)
Other 233 438
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9,155 10,981
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Net cash flows from (used by) continuing operations 2,434 (6,568)
Net cash flows from discontinued operations - 6,280
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Increase (decrease) in cash 2,434 (288)
Cash at beginning of period 11,429 6,962
------ ------
Cash at end of period $ 13,863 6,674
====== ======
7
CDI CORP. AND SUBSIDIARIES
Comments to Financial Statements
Earnings used to calculate both basic and diluted earnings per share are
the reported earnings in the Company's consolidated statement of earnings.
Because of the Company's capital structure, all reported earnings pertain to
common shareholders and no other assumed adjustments are necessary. The number
of common shares used to calculate basic and diluted earnings per share for the
third quarter and nine months ended September 30, 2000 and 1999 was determined
as follows:
Third quarter Nine months
---------------------- ----------------------
2000 1999 2000 1999
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Basic
- -----
Average shares outstanding 19,079,753 19,051,799 19,074,839 19,048,776
Restricted shares issued
not vested (30,540) (32,830) (33,802) (35,909)
---------- ---------- ---------- ----------
19,049,213 19,018,969 19,041,037 19,012,867
========== ========== ========== ==========
Diluted
- -------
Shares used for basic 19,049,213 19,018,969 19,041,037 19,012,867
Dilutive effect of stock
options 1,820 81,636 10,405 77,997
Dilutive effect of restricted
shares issued not vested 550 6,693 1,542 3,752
Dilutive effect of units
issued under Stock
Purchase Plan 68,896 20,479 69,590 20,479
---------- ---------- ---------- ----------
19,120,479 19,127,777 19,122,574 19,115,095
========== ========== ========== ==========
Revenues and operating profit attributable to the operating segments of the
Company for the third quarter and nine months ended September 30, 2000 and 1999
follow ($000s):
Third quarter Nine months
---------------- --------------------
2000 1999 2000 1999
------- ------- --------- ---------
Revenues:
Technical Services $ 253,581 239,450 758,500 701,310
Information Technology Services 91,194 81,168 260,249 249,849
Management Recruiters 36,715 30,208 102,873 84,234
Todays Staffing 60,081 58,448 178,796 170,578
------- ------- --------- ---------
$ 441,571 409,274 1,300,418 1,205,971
======= ======= ========= =========
8
Third quarter Nine months
---------------- --------------------
2000 1999 2000 1999
------- ------- --------- ---------
Earnings from continuing
operations before income
taxes and minority interests:
Operating profit
Technical Services $ 7,606 12,055 30,378 34,001
Information Technology Services 4,523 5,839 14,525 16,745
Management Recruiters 8,648 6,487 23,496 16,702
Todays Staffing 4,016 4,203 12,367 11,223
Corporate expenses (5,815) (5,448) (18,076) (13,770)
------- ------- --------- ---------
Operating profit 18,978 23,136 62,690 64,901
Interest expense (1,392) (499) (3,833) (1,366)
------- ------- --------- ---------
Earnings from continuing
operations before income
taxes and minority interests $ 17,586 22,637 58,857 63,535
======= ======= ========= =========
Intersegment activity is not significant. Therefore, revenues reported for
each operating segment are substantially all generated from external customers.
The Company's total assets increased approximately $67 million from
December 31, 1999 to September 30, 2000. Approximately $58 million of that
increase was in Technical Services, $18 million was in Corporate and $1 million
was in Todays Staffing. A decrease of $8 million was in Information Technology
Services and $2 million was in Management Recruiters.
During the nine months ended September 30, 2000, the Company invested $8.5
million related to acquisitions. Of this amount, $5.3 million was invested in an
acquisition initiated during 2000 in which assets acquired totaled $5.0 million,
including goodwill of $4.0 million. The acquisition was accounted for using the
purchase method and did not have a significant effect on results of operations
for the quarter and nine months ended September 30, 2000. An additional $3.2
million was invested in an acquisition initiated in a prior year whereby a
portion of the minority interest in the entity was acquired, thereby reducing
minority interests by $1.0 and increasing goodwill by $2.2 million.
During the second quarter of 2000 the Company paid $3.1 million to
partially liquidate its liability from a 1999 acquisition. The Company expects
to pay the remaining $4.3 million of the deferred purchase price to the former
owners by December 31, 2000.
The financial statements included in this report are unaudited and reflect
all adjustments that, in the opinion of management, are necessary for a fair
statement of the results for the periods presented. All such adjustments are of
a normal recurring nature. Results for interim periods are not necessarily
indicative of results to be expected for the full year.
These comments contain only the information which is required by Form 10-Q.
Further reference should be made to the disclosures contained in the Company's
annual report on Form 10-K for the year ended December 31, 1999.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
---------------------
Consolidated revenues for the three and nine months ended September 30,
2000 were $441.6 million (up 7.9% from last year) and $1.30 billion (up 7.8%
from last year), respectively. Consolidated net earnings from continuing
operations, however, declined 15.8% to $11.2 million for the third quarter and
4.3% to $35.9 million for the nine months ended September 30, 2000. Earnings per
share from continuing operations were $0.59 and $1.88 for the three and nine
months ended September 30, 2000, respectively, compared to $0.70 and $1.96 in
the same periods last year. The decline in earnings was partially attributable
to the early termination of a high-margin telecommunications contract for a
major telecommunications customer. Following this customer's merger with another
company on June 30, 2000, a reduction in contract staffing requirements occurred
in the third quarter that escalated in September.
The impact of this early termination reduced earnings in telecommunications
operations which declined by approximately $0.05 per share compared to last
year. A portion of the decline is attributable to the cost of the Company's
expansion of its telecommunications division infrastructure.
The Company's operating margins were 4.3% and 4.8% for the three and nine
months ended September 30, 2000, compared to 5.7% and 5.4% for the same periods
last year.
Revenues for the Technical Services operating segment, which includes the
telecommunications operations, were $253.6 million and $758.5 million, in the
three and nine-month periods ended September 30, 2000, up 5.9% and 8.2% over
last year. Operating profits were $7.6 million for the third quarter and $30.4
million for the nine months ended September 30, 2000, down 36.9% and 10.7% from
the comparable 1999 periods. Operating profit margins were 3.0% and 4.0% in the
three and nine-months ended September 30, 2000, compared to 5.0% and 4.8% for
the same periods last year. The loss of the major telecommunications contract
described above primarily drove the earnings and margin decreases, although the
segment was also negatively impacted by results at its Marine division, which
was hurt by continuing delays in government funding for a contract which had
been expected to commence in the first half of 2000. Initial funding for this
contract commenced in October 2000.
Revenues for the Information Technology Services (IT) operating segment
were $91.2 million and $260.2 million for the third quarter and nine months
ended September 30, 2000, up 12.4% and 4.2 % compared to the comparable periods
last year. Operating profits were $4.5 million for the third quarter and $14.5
million for the first nine months of 2000, down 22.5% and 13.3% from the same
periods last year. Operating profit margins were 5.0% and 5.6% in the
three-month and nine-month 2000 periods, down from 7.2% and 6.7% in the
comparable 1999 periods. The lower operating profits reflect continuing
investments this operating segment is making in increased recruiter headcount to
attract and
10
retain qualified IT personnel as well as investments in additional marketing and
administrative support for its growing outsourcing business. The segment began
to see volume improvements during the third quarter. Revenues had been flat
compared to last year up to that point.
Todays Staffing revenues were $60.1 million and $178.8 million for the
three and nine-months ended September 30, 2000, up 2.8% and 4.8% compared to
last year. Operating profits were $4.0 million and $12.4 million, down 4.4% for
the third quarter but up 10.2% year-to-date over last year. Operating profit
margins were 6.7% in the third quarter and 6.9% in the first nine months of 2000
compared to 7.2% and 6.6% in the same periods last year. The reduction in
operating profit and operating profit margin for the third quarter resulted
primarily from additional recruiting and training costs for staff personnel,
where turnover has been particularly high in a tight labor market. Operating
profit and operating profit margin expanded over 1999 on a year-to-date basis in
part due to cost control over administrative expenses. Revenue growth has slowed
compared to prior quarters also reflecting the tight labor market, as candidate
recruiting and retention have become more difficult.
Management Recruiters International (MRI) third quarter 2000 revenues
increased 21.5% to $36.7 million over last year, while year-to-date revenues of
$102.9 million are up 22.1% over 1999. Operating profits increased 33.3% to $8.6
million in the third quarter compared to last year, and are up 40.7% to $23.5
million year-to-date. Operating profit margins were 23.6% and 22.8% in the three
and nine-months ended September 30, 2000, compared to 21.5% and 19.8% in the
comparable periods of last year. Third quarter and year-to-date operating
profits and margins in 2000 benefited from continuing strong demand for MRI's
services and from the favorable recovery of a disputed contract payment.
Excluding this recovery, operating profit margins would have been 22.2% for the
quarter and 22.4% year-to-date.
Corporate expenses were $5.8 million in the third quarter (up 6.7% over
last year) and $18.1 million year-to-date (up 31.3% over last year). The
moderation in corporate cost increases in the third quarter relates primarily to
the Company's reduction in costs related to the implementation of its SAP/R3
information management system. As previously disclosed in its Form 10-Q for the
quarterly period ended June 30, 2000, the Company has discontinued further field
implementation of the current version of the R3 system. The Company has
continued the development of certain aspects of the SAP system, such as data
warehousing, but intends to continue to support both the installed elements of
SAP/R3 and its legacy systems. Costs related to the system implementation
totaled approximately $0.12 per share for the nine months ended September 30,
2000 and were principally responsible for the year-to-date increase in corporate
expenses.
Interest expense was $1.4 million and $3.8 million in the three months and
nine months ended September 30, 2000, up from $0.5 million and $1.4 million in
the comparable periods of last year. This increase related principally to higher
debt levels due to continued growth in working capital requirements, capital
expenditures and investments in acquisitions, the most significant of which
occurred during the fourth quarter of 1999. The Company continues to focus on
improving its working capital management, as Days Sales Outstanding (DSOs)
11
remained constant at 67 days at September 30, 2000 compared to June 30, 2000.
DSOs were 70 days, 65 days and 63 days at March 31, 2000, December 31, 1999 and
September 30, 1999, respectively.
The Company's effective tax rate was 37.9% for the nine months ended
September 30, 2000 compared to 39.5% for the nine months ended September 30,
1999. The reduction in effective tax rate related principally to state
tax-planning strategies that were initiated in mid year 2000 and a one-time
permanent tax difference available to the Company. The estimated effect of the
state tax planning strategies and one-time permanent difference used as of
September 30, 2000 was greater than that expected as of June 30, 2000, resulting
in an effective tax rate of 35.1% for the third quarter of 2000.
During the fourth quarter of 2000, the Company expects a continuing
negative impact on earnings as a result of the early cancellation of the
telecommunication contract.
In addition, the Company anticipates that it will have a charge against pre
tax fourth quarter earnings of approximately $4.5 million or $0.15 per share, as
a result of a renegotiation with its health insurance provider on rates and
claims payments. The Company also anticipates a fourth quarter charge of
approximately $0.02 per share related to termination agreements with its former
President and Chief Executive officer who resigned in October 2000.
Year 2000
---------
The Company's year 2000 ("Y2K") inventory, assessment and solutions
implementations programs leading up to the year 2000 appear to have been
successful. The Company entered the year 2000 substantially fully Y2K compliant,
and there have been no meaningful interruptions of services within the Company
or with its external constituencies. The Company will continue to monitor its
systems for potential difficulties as part of its normal systems operating
procedures.
Financial Condition
-------------------
The ratio of current assets to current liabilities was 2.4 to 1 for both
September 30, 2000 and December 31, 1999. The ratio of long-term debt to total
capital (long-term debt plus shareholders' equity) was 19% as of September 30,
2000 and 18% as of December 31, 1999.
The Company's long-term debt at September 30, 2000 was $74.9 million, a
reduction of $1.6 million from June 30, 2000 but an increase of $9.3 million
from December 31, 1999. The Company's Days Sales Outstanding (DSOs)increased
from 65 at December 31, 1999 to 67 at September 30, 2000, although this amount
is a reduction from the peak of 70 days at March 31, 2000 and is equal to DSOs
at June 30, 2000. The increase in working capital required coupled with capital
expenditures of $24.6 million and acquisition spending of $11.6 million are the
primary reasons for the increase in debt from year-end.
12
During the nine months ended September 30, 2000, the Company invested $8.5
million related to acquisitions. Of this amount, $5.3 million was invested in an
acquisition initiated during 2000 in which assets acquired totaled $5.0 million,
including goodwill of $4.0 million. The acquisition was accounted for using the
purchase method and did not have a significant effect on results of operations
for the quarter and nine months ended September 30, 2000. An additional $3.2
million was invested in an acquisition initiated in a prior year whereby a
portion of the minority interest in the entity was acquired, thereby reducing
minority interests by $1.0 and increasing goodwill by $2.2 million. The Company
expects to pay the remaining $4.3 million of the deferred purchase price to the
former owners by December 31, 2000.
During 2000 the Company extended the term of its existing long-term
revolving credit facility to March 2002 and also negotiated an additional
committed short-term facility of $25 million.
The Company believes that capital resources available from operations and
financing arrangements are adequate to support the Company's businesses.
New Accounting Standards
------------------------
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement No. 133, Accounting for Derivative Instruments and Hedging Activities.
Statement No. 133 establishes accounting and reporting standards for derivative
instruments and for hedging activities and is effective for years beginning
after June 15, 2000. The Company will determine the extent to which Statement
No. 133 applies and adopt the standards established as required. Currently, the
Company has no derivative or hedging activities.
The Securities and Exchange Commission (SEC) issued Staff Accounting
Bulletin 101-Revenue Recognition in Financial Statements (SAB 101) in December
1999. SAB 101 will become effective in the fourth quarter of 2000. The Company
does not believe that SAB 101 will have a significant effect on its financial
position or results of operations.
Forward-looking Information
---------------------------
Certain information in this report, including Management's Discussion and
Analysis of Financial Condition and Results of Operations, contains
forward-looking statements as such term is defined in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Certain forward- looking statements can be identified by the use of
forward-looking terminology
13
such as, "believes," "expects," "may," "will," "should," "seeks,"
"approximately," "intends," "plans," "estimates," or "anticipates" or the
negative thereof or other comparable terminology, or by discussions of strategy,
plans or intentions. Forward-looking statements involve risks and uncertainties
that could cause actual results to differ materially from those in the
forward-looking statements. These include risks and uncertainties such as
competitive market pressures, material changes in demand from larger customers,
availability of labor, the Company's performance on contracts, changes in
customers' attitudes toward outsourcing, government policies or judicial
decisions adverse to the staffing industry, changes in economic conditions,
unforeseen events associated with divestiture of discontinued operations, delays
or unexpected costs associated with implementation of computer systems and
delays or unexpected costs in making modifications to existing software and
converting to new software to resolve issues related to Year 2000 and failure of
third parties to provide Year 2000 compliant products and services. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The Company assumes no obligation to update
such information.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.(i) Articles of incorporation of the Registrant, incorporated
herein by reference to the Registrant's report on Form 10-Q
for the quarter ended June 30, 1990 (File No. 1-5519).
(ii) Bylaws of the Registrant, incorporated herein by reference to
the Registrant's report on Form 10-Q for the quarter ended
June 30, 1990 (File No. 1-5519).
27. Financial Data Schedule.
(b) The Registrant did not file a Form 8-K during the quarter ended
September 30, 2000.
14
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.
CDI CORP.
------------------------------------
November 14, 2000 By: /s/ Gregory L. Cowan
------------------------------------
GREGORY L. COWAN
Executive Vice President and Chief
Financial Officer
(Duly authorized officer and
principal financial officer of
Registrant)
15
INDEX TO EXHIBITS
Number Exhibit Page
- ------- ----------------------------------------------------------------- ----
3.(i) Articles of incorporation of the Registrant, incorporated herein
by reference to the Registrant's Report on Form 10-Q for the
quarter ended June 30, 1990 (File No. 1-5519).
(ii) Bylaws of the Registrant, incorporated herein by reference to the
Registrant's report on Form 10-Q for the quarter ended June 30,
1990 (File No. 1-5519).
27. Financial Data Schedule.