UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

 

For the quarterly period ended December 31, 2001

 

OR

 

 

Commission file number 1–12997

 

MAXIMUS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

Indicate by check 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  ý             No  o 

 

 

MAXIMUS, Inc.

 

Quarterly Report on Form 10–Q

For the Quarter Ended December 31, 2001

 

INDEX

 

PART I.   FINANCIAL INFORMATION
Item 1.		Consolidated Financial Statements.
		Consolidated Balance Sheets as of September 30, 2001 (audited) and December 31, 2001 (unaudited)
		Consolidated Statements of Income for the three months ended December 31, 2000 and 2001 (unaudited)
		Consolidated Statements of Cash Flows for the three months ended December 31, 2000 and 2001 (unaudited)
		Notes to Unaudited Consolidated Financial Statements
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 3.		Quantitative and Qualitative Disclosures About Market Risk.
PART II.   OTHER INFORMATION
Item 6.		Exhibits and Reports on Form 8–K.
Signature
Exhibit Index

 

Throughout this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our” and “MAXIMUS” refer to MAXIMUS, Inc. and its subsidiaries.

 

 

MAXIMUS, Inc.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

		September 30, 2001			December 31, 2001
					(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	114,108		$	94,705
Marketable securities		1,232			25,224
Accounts receivable - billed		118,988			118,270
Accounts receivable - unbilled		20,436			25,231
Prepaid expenses and other current assets		5,483			8,118
Total current assets		260,247			271,548
Property and equipment at cost:
Land		2,462			2,462
Building and improvements		11,096			11,257
Office furniture and equipment		17,079			17,839
Leasehold improvements		992			1,141
		31,629			32,699
Less:  Accumulated depreciation and amortization		(11,090		)	(11,761		)
Total property and equipment, net		20,539			20,938
Software development costs		13,961			15,623
Less:  Accumulated amortization		(2,245		)	(2,683		)
Total software development, net		11,716			12,940
Deferred income taxes		2,726			2,726
Intangible assets, net		859			596
Goodwill, net		48,959			48,959
Other assets		2,669			2,042
Total assets		$	347,715		$	359,749
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	12,709		$	12,376
Accrued compensation and benefits		18,611			13,851
Deferred revenue		10,756			8,664
Income taxes payable		1,214			5,314
Deferred income taxes		1,849			1,849
Other current liabilities		642			716
Total current liabilities		45,781			42,770
Other liabilities		520			458
Total liabilities		46,301			43,228
Shareholders' equity:
Common stock, no par value; 60,000,000 shares authorized; 22,985,806 and 23,166,240 shares issued and outstanding at September 30, 2001 and December 31, 2001, at stated amount, respectively		185,658			189,577
Accumulated other comprehensive loss		(18		)	(65		)
Retained earnings		115,774			127,009
Total shareholders' equity		301,414			316,521
Total liabilities and shareholders' equity		$	347,715		$	359,749

 

See notes to unaudited consolidated financial statements.

 

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MAXIMUS, Inc.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

 

		Three Months Ended December 31,
		2000			2001
Revenues		$	109,246		$	129,570
Cost of revenues		77,254			88,786
Gross profit		31,992			40,784
Selling, general and administrative expenses		19,751			22,528
Amortization of goodwill and other acquisition-related intangibles		1,392			263
Income from operations		10,849			17,993
Interest and other income		288			733
Income before income taxes and cumulative effect of accounting change		11,137			18,726
Provision for income taxes		4,622			7,490
Income before cumulative effect of accounting change		6,515			11,236
Cumulative effect of accounting change, net of tax benefit		(3,856		)	—
Net income		$	2,659		$	11,236
Earnings per share:
Income before cumulative effect of accounting change:
Basic		$	0.31		$	0.49
Diluted		$	0.30		$	0.47
Net income:
Basic		$	0.13		$	0.49
Diluted		$	0.12		$	0.47
Weighted average shares outstanding:
Basic		21,145			23,101
Diluted		21,615			24,017

 

See notes to unaudited consolidated financial statements.

 

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MAXIMUS, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

 

		Three Months Ended December 31,
		2000			2001
Cash flows from operating activities:
Net income		$	2,659		$	11,236
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,346			1,372
Deferred income taxes		(150		)	—
Cumulative effect of accounting change		3,856			—
Change in assets and liabilities:
Accounts receivable — billed		(10.948		)	718
Accounts receivable — unbilled		(3,712		)	(4,795		)
Prepaid expenses and other current assets		284			(2,546		)
Other assets		80			506
Accounts payable		(388		)	(333		)
Accrued compensation and benefits		(4,226		)	(4,760		)
Deferred revenue		1,157			(2,091		)
Income taxes payable		3,679			4,100
Other liabilities		82			74
Net cash (used in) provided by operating activities		(5,281		)	3,481
Cash flows from investing activities:
Proceeds from notes receivable		15			30
Capitalization of software development costs		(2,140		)	(1,663		)
Purchase of property and equipment		(1,751		)	(1,069		)
Decrease (increase) in marketable securities		1,162			(24,039		)
Net cash used in investing activities		(2,714		)	(26,741		)
Cash flows from financing activities:
Issuance of common stock		619			3,919
Net payments on borrowings		(99		)	(62		)
Net cash provided by financing activities		520			3,857
Net decrease in cash and cash equivalents		(7,475		)	(19,403		)
Cash and cash equivalents, beginning of period		36,975			114,108
Cash and cash equivalents, end of period		$	29,500		$	94,705

 

See notes to unaudited consolidated financial statements.

 

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MAXIMUS, Inc.

Notes to Unaudited Consolidated Financial Statements

For the Three Month Periods Ended December 31, 2001 and 2000

(Dollars in thousands, except per share amounts)

 

In these Notes to Unaudited Consolidated Financial Statements, the terms the “Company” and “MAXIMUS” refer to MAXIMUS, Inc. and its subsidiaries.

 

1. Organization and Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normally recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three-month period ended December 31, 2001 are not necessarily indicative of the results that may be expected for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements as of September 30, 2001 and 2000 and for each of the three years in the period ended September 30, 2001, included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2001 (File No. 1–12997) filed with the Securities and Exchange Commission on December 21, 2001.

 

2. Revenue Recognition

 

During fiscal 2001, the Company changed its method of accounting for revenue recognition in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements. Effective October 1, 2000, the Company recorded the cumulative effect of the accounting change resulting in a charge to income of $3,856 (net of an income tax benefit of $2,735). As reported in the Company’s fiscal 2001 Annual Report on Form 10-K, the quarterly information originally reported in fiscal 2001 Quarterly Reports on Form 10-Q was restated for the change in accounting.

 

3. Goodwill and Intangible Assets

 

The Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, (“FAS 142”), effective October 1, 2001. Under FAS 142, goodwill is no longer amortized but reviewed for impairment annually, or more frequently if certain indicators arise. The Company is required to complete the initial step of a transitional impairment test within six months of adopting FAS 142 and to complete the final step of the transitional impairment test by the end of the fiscal year. Any impairment loss resulting from the transitional impairment test will be recorded as a cumulative effect of a change in accounting principle. Subsequent impairment losses will be reflected in operating income in the income statement. Had the Company been accounting for its goodwill under FAS 142 for the three months ended December 31, 2000, the Company’s net income and earnings per share would have been as follows:

 

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Reported net income	$	2,659
Add back goodwill amortization, net of tax	694
Adjusted net income	$	3,353
Basic earnings per share:
As reported	$	0.13
Goodwill amortization, net of tax	0.03
Adjusted basic earnings per share	$	0.16
Diluted earnings per share:
As reported	$	0.12
Goodwill amortization, net of tax	0.03
Adjusted diluted earnings per share	$	0.15

 

Intangible assets are comprised of employee contracts and customer lists and are amortized using the straight-line method over a period of two and five years, respectively. The accumulated amortization related to intangible assets at September 30, 2001 was $2,256 and at December 31, 2001 was $2,519. The aggregate intangible amortization expense for the quarter ended December 31, 2001 was $263.  The estimated amortization expense for the years ending September 30, 2002, 2003, 2004 and 2005 is $642, $132, $70 and $15, respectively.

 

4. Business Combinations

 

On May 11, 2001, the Company acquired all of the outstanding membership interests of Opportunity America, LLC for $780. In conjunction with the purchase, the Company recorded goodwill of $593 and intangible assets of $115.

 

5. Commitments and Contingencies

 

The Company is involved in various legal proceedings in the ordinary course of its business. In the opinion of management, these proceedings involve amounts that would not have a material effect on the financial position or results of operations of the Company if such proceedings were disposed of unfavorably.

 

6. Earnings per share

 

The following table sets forth the components of basic and diluted earnings per share:

 

		Three Months Ended December 31,
		2000			2001
Numerator:		$	2,659		$	11,236
Net income
Denominator:
Weighted average shares outstanding		21,145			23,101
Effect of dilutive securities:
Employee stock options		470			916
Denominator for diluted earnings per share		21,615			24,017

 

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7.  Segment Information

 

The Company has reorganized its business into four reportable operating segments in order to better focus and manage its healthcare outsourcing work, which had been part of the Government Operations Group. Accordingly, prior period amounts have been reclassified to reflect current period presentation of segment information.  In a Current Report on Form 8-K filed on February 4, 2002, the Consulting Group was identified as the “Consulting/Management & Information Services Group.”  Henceforth, it shall be referred to as the “Consulting Group” for ease of reference.

 

The following table provides certain financial information for each business segment:

 

		Three Months Ended December 31,
		2000			2001
Revenues:
Consulting Group		$	33,038		$	33,403
Health Management Services Group		28,874			40,155
Human Services Group		30,440			37,180
Systems Group		16,894			18,832
Total		$	109,246		$	129,570
Gross Profit:
Consulting Group		$	12,575		$	15,530
Health Management Services Group		5,643			8,468
Human Services Group		5,974			7,549
Systems Group		7,800			9,237
Total		$	31,992		$	40,784
Income from operations:
Consulting Group		$	4,591		$	7,951
Health Management Services Group		2,606			5,113
Human Services Group		1,772			3,300
Systems Group		1,880			1,629
Total		$	10,849		$	17,993

 

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Overview

 

We are a leading provider of program management, consulting services and systems solutions primarily to state and local government agencies throughout the United States. Since our inception, we have been at the forefront of innovation in meeting our mission of “Helping Government Serve the People^®.”  We use our expertise, experience and advanced information technology to make government operations more efficient and cost-effective while improving the quality of services provided to program beneficiaries. We have had contracts with government agencies in all 50 states, 49 of the 50 largest cities and 27 of the 30 largest counties. We have been profitable every year since we were founded.  For the fiscal year ended September 30, 2001, we had revenues of $487.3 million and income, before the cumulative effect of an accounting change, of $40.1 million. For the three months ended December 31, 2001, we had revenues of $129.6 million and net income of $11.2 million.

 

Prior to fiscal 2002, we conducted our operations through three groups: the Government Operations Group, the Systems Group and the Consulting Group.  In fiscal 2002, we reorganized our business into four reportable operating segments in order to better focus and manage our healthcare outsourcing work, which had been part of the Government Operations Group. The Health Management Services division and the Federal Services division, both formerly part of the Government Operations Group, now comprise the newly formed Health Management Services Group.  The Child Support division and the Workforce Services division, both formerly part of the Government Operations Group, now are located in the newly formed Human Services Group.  Accordingly, we have reflected the segment information for the periods reported in this Quarterly Report on Form 10-Q to be consistent with our current reporting of four operating segments.

 

Our revenues are generated from contracts with various payment arrangements, including:  (1) fixed-price; (2) costs incurred plus a negotiated fee (“cost-plus”); (3) performance-based criteria; and (4) time and materials reimbursement (used primarily by the Consulting Group).  For the fiscal year ended September 30, 2001, the most recent period for which this information is available, revenues from fixed-price contracts were approximately 36% of total revenues; revenues from cost-plus contracts were approximately 22% of total revenues; revenues from performance-based contracts were approximately 28% of total revenues; and revenues from time and materials reimbursement contracts were approximately 14% of total revenues.  Traditionally, a majority of our contracts with state and local government agencies have been fixed-price and performance-based and our contracts with the federal government have been cost-plus.  Fixed-price and performance-based contracts generally offer higher margins but typically involve more risk than cost-plus or time and materials reimbursement contracts because we are subject to the risk of potential cost overruns or inaccurate revenue estimates.

 

The Company recognizes revenue on its performance-based contracts as such revenue becomes fixed or determinable which generally occurs when amounts are billable to customers, rather than as costs are incurred.  For certain contracts, this may result in revenue being recognized in large, irregular increments. Additionally, costs related to certain contracts are incurred in periods prior to recognizing revenue. These factors may result in irregular revenues and profit margins in operating segments with performance-based contracts.

 

The Human Services Group and Health Management Services Group contracts generally contain base periods of one or more years as well as one or more option periods that may cover more than half of the potential contract duration.  As of September 30, 2001, our average Human Services Group and Health Management Services Group contract duration was approximately 2.5 years.  Our Consulting Group contracts had performance periods ranging from one month to approximately two years.  Our average Systems Group contract duration was 1.2 years.

 

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Our most significant expense is cost of revenues, which consists primarily of project-related employee salaries and benefits, subcontractors, computer equipment and travel expenses.  Our ability to accurately predict personnel requirements, salaries and other costs as well as to effectively manage a project or achieve certain levels of performance can have a significant impact on the service costs related to our fixed-price, performance-based and time and materials contracts.  Service cost variability has little impact on cost-plus arrangements because allowable costs are reimbursed by the client.

 

Selling, general and administrative expenses consist of management, marketing and administration costs (including salaries, benefits, travel, recruiting, continuing education and training), facilities costs, printing, reproduction, communications and equipment depreciation.

 

Business Combinations and Acquisitions

 

As part of our growth strategy, we intend to continue to selectively identify and pursue complementary businesses to expand our geographic reach and the breadth and depth of our services and to enhance our customer base.  On May 11, 2001, we acquired all of the outstanding membership interests of Opportunity America, LLC for $780. In conjunction with the purchase, we recorded goodwill and other intangible assets of $708.

 

Results of Operations

 

The following table sets forth, for the periods indicated, selected statements of income data as a percentage of revenues:

 

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		Three Months Ended December  31,
		2000		2001
Revenues:
Consulting Group		30.2	%	25.8		%
Health Management Services Group		26.4		31.0
Human Services Group		27.9		28.7
Systems Group		15.5		14.5
Total revenues		100.0		100.0
Gross Profit:
Consulting Group		38.1		46.5
Health Management Services Group		19.5		21.1
Human Services Group		19.6		20.3
Systems Group		46.2		49.0
Total gross profit		29.3		31.5
Selling, general and administrative expenses		18.1		17.4
Amortization of goodwill and other acquisition—related intangibles		1.3		0.2
Income from operations:
Consulting Group		13.9		23.8
Health Management Services Group		9.0		12.7
Human Services Group		5.8		8.9
Systems Group		11.1		8.7
Total income from operations		9.9		13.9
Interest and other income		0.3		0.6
Income before income taxes and cumulative effect of accounting change		10.2		14.5
Provision for income taxes		4.2		5.8
Income before cumulative effect of accounting change		6.0		8.7
Cumulative effect of accounting change		3.6		—
Net income		2.4	%	8.7		%

 

Three Months Ended December 31, 2001 Compared to Three Months Ended December 31, 2000

 

Revenues.  Our total contract revenues increased 18.6% to $129.6 million for the three months ended December 31, 2001 from $109.2 million for the same period in 2000.  Revenues of our Consulting Group increased 1.1% to $33.4 million for the three months ended December 31, 2001 from $33.0 million for the same period in 2000.  Revenues of our Health Management Services Group increased 39.1% to $40.2 million for the three months ended December 31, 2001 from $28.9 million for the same period in 2000.  This increase was due to an increase in the number of contracts in the Group and an increase in revenues on a few existing contracts in the Group.  Revenues of our Human Services Group increased 22.1% to $37.2 million for the three months ended December 31, 2001 from $30.4 million for the same period in 2000.  This increase was due to an increase in the number of contracts in the Group and revenues totaling $0.7 million related to an acquisition.  Revenues of our Systems Group increased 11.5% to $18.8 million for the three months ended December 31, 2001 from $16.9 million for the same period in 2000 primarily due to an increase in the number of contracts in the Group.  For the three months ended December 31, 2001 compared to the three months ended December 31, 2000, our overall growth in revenue was 17.9%, excluding revenue related to an acquisition.

 

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Gross Profit.  Our total gross profit increased 27.5% to $40.8 million for the three months ended December 31, 2001 from $32.0 million for the same period in 2000.  Gross profit of our Consulting Group increased 23.5% to $15.5 million for the three months ended December 31, 2001 from $12.6 million for the same period in 2000.  As a percentage of Consulting Group revenues, that Group’s gross profit increased to 46.5% for the three months ended December 31, 2001 from 38.1% for the same period in 2000, primarily due to improved margins on performance-based contracts.  Gross profit of our Health Management Services Group increased 50.1% to $8.5 million for the three months ended December 31, 2001 from $5.6 million for the three months ended December 31, 2000.  As a percentage of Health Management Services Group revenues, that Group’s gross profit increased to 21.1% for the three months ended December 30, 2001 from 19.5% for the same period in 2000.  The increase was due to increased margins on a few contracts within the Group.  Gross profit of our Human Services Group increased 26.4% to $7.5 million for the three months ended December 31, 2001 from $6.0 million for the three months ended December 31, 2000.  As a percentage of Human Services Group revenues, Human Services Group gross profit increased to 20.3% for the three months ended December 30, 2001 from 19.6% for the same period in 2000.  The increase was due to increased margins on a few projects within the Group.  Gross profit of our Systems Group increased 18.4% to $9.2 million for the three months ended December 31, 2001 from $7.8 million for the same period in 2000.  As a percentage of Systems Group revenues, Systems Group gross profit increased to 49.0% for the three months ended December 31, 2001 from 46.2% for the same period in 2000, primarily due to improved performance in the Asset Solutions division.

 

Selling, General and Administrative Expenses. Our total selling, general and administrative (SG&A) expenses increased 14.1% to $22.5 million for the three months ended December 31, 2001 from $19.8 million for the same period in 2000.  The primary reasons for the increase in SG&A costs were the growth in the number of employees, the increase in expenses necessary to support higher revenues and the increase in marketing and proposal preparation expenditures incurred to pursue further growth.  As a percentage of our revenues, our SG&A expenses decreased to 17.4% for the three months ended December 30, 2001 from 18.1% for the same period in 2000.

 

Amortization of Goodwill and Other Acquisition-Related Intangibles.  In the quarter ended December 31, 2001, we incurred $0.3 million of amortization expense, as compared to $1.4 million for the same period in 2000.  The decrease was due to the non-amortization of goodwill under FAS 142 effective October 1, 2001.

 

Interest and Other Income.  The increase in interest and other income to $0.7 million for the three months ended December 31, 2001 as compared to $0.3 million for the same period in 2000 was due to an increase in the average balance of funds we invested.

 

Provision for Income Taxes.  Our provision for income tax for the three months ended December 31, 2001 was 40.0% of income before income taxes as compared to 41.5% for the three months ended December 31, 2000.  This decrease was due to differences in the amounts of certain expense items and some recently implemented tax reduction strategies.

 

Liquidity and Capital Resources

 

For the three months ended December 31, 2001, cash provided by our operations was $3.5 million as compared to $5.3 million of cash used in operations for the three months ended December 31, 2000. Cash provided by operating activities for the three months ended December 31, 2001 consisted primarily of net income of $11.2 million offset by an increase in unbilled accounts receivable of $4.8 million, a decrease in deferred revenues of $2.1 million, and a decrease in accrued compensation of $4.7 million, offset by other positive cash flow items.  During the three months ended December 31, 2000, cash used in operating activities consisted primarily of net income of $2.7 million plus non-cash adjustments of $6.1 million, offset by increases in billed accounts receivable of $10.9 million and unbilled accounts receivable of $3.7 million and a decrease

 

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 in accrued compensation and benefits of $4.2 million. Cash flow was affected in the first quarter of both fiscal years, because we accrue for incentive compensation throughout the fiscal year and make payments to employees in the first quarter.

 

For the three months ended December 31, 2001, cash used in investing activities was $26.7 million as compared to $2.7 million for the three months ended December 31, 2000.  Cash used in investing activities for the three months ended December 31, 2001 primarily consisted of purchases of marketable securities of $24.0 million, expenditures for capitalized software costs totaling $1.7 million and purchases of property and equipment of $1.1 million.  During the three months ended December 31, 2000, we used cash in investing activities primarily for expenditures related to capitalized software costs totaling $2.1 million and purchases of property and equipment of $1.8 million offset by a decrease in marketable securities of $1.2 million.

 

Cash provided by financing activities for the three months ended December 31, 2001 and 2000 was $3.9 and $0.5 million, respectively, which consisted primarily of sales of stock to employees through our Employee Stock Purchase Plan and Equity Incentive Plan.

 

Our management believes that we do not have significant off-balance sheet risk or exposures to liabilities that are not recorded or disclosed in our financial statements.  While we have significant operating lease commitments for office space, those commitments are generally tied to the period of performance under related contracts.  Additionally, although on certain contracts we are bound by performance bond commitments, we have not had any defaults resulting in draws on performance bonds.  Also, we do not speculate in derivative transactions.

 

Our management believes that we will have sufficient resources to meet our currently anticipated capital expenditure and working capital requirements for at least the next twelve months.

 

Forward Looking Statements

 

From time to time, we may make forward-looking statements that are not historical facts, including statements about our confidence and strategies and our expectations about revenues, results of operations, profitability, future contracts, market opportunities, market demand or acceptance of our products and services. These statements involve risks and uncertainties that could cause our actual results to differ materially from those indicated by such forward–looking statements.  Examples of these risks include: risks associated with government contracting; risks involved in managing government projects; opposition from government unions; challenges resulting from our growth; legislative changes and political developments; adverse publicity; and legal, economic, and other risks detailed in Exhibit 99 to this Quarterly Report on Form 10-Q for the fiscal period ended December 31, 2001.

 

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

 

We believe that our exposure to market risk related to the effect of changes in interest rates, foreign currency exchange rates, commodity prices and equity prices with regard to instruments entered into for trading or for other purposes is immaterial.

 

Part II.  Other Information.

 

Item 6.    Exhibits and Reports on Form 8-K.

 

(a)          Exhibits.  The Exhibits filed as part of this Form 10-Q are listed on the Exhibit Index immediately preceding the Exhibits. The Exhibit Index is incorporated herein by reference.

 

(b)         Reports on Form 8-K.  The Company did not file any Current Reports on Form 8-K during the quarter ended December 31, 2001.

 

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SIGNATURE

 

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.

 

.			MAXIMUS, INC
Date:	February 13, 2002	By:		/s/ F. ARTHUR NERRET
			F. Arthur Nerret
			Vice President, Finance, Chief Financial Officer
			(Principal Financial and Chief Accounting Officer)

 

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EXHIBIT INDEX

 

Exhibit No.                             Description

 

99                                                                                                                  Important Factors Regarding Forward Looking Statements.  Filed herewith.

 

 

 

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