SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2003
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE
ACT OF 1934
For the transition period from __________ to __________
Commission File No. 05-62411
Diversified Security Solutions, Inc.
(Name of small business issuer as specified in its charter)
Delaware 22-3690168
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
280 Midland Avenue
Saddle Brook, New Jersey 07663
(address of principal executive offices) (Zip Code)
Issuer's Telephone number, including area code: (201) 794-6500
Check whether Issuer (1) filed all reports required to be filed by Section 13 or
15 (d) of the Exchange Act during the past 12 months (or for such shorter period
that the issuer was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Number of shares outstanding of the issuer's Common Stock:
Class: Outstanding at September 30, 2003
Common stock, $.01 par value 5,067,973
Diversified Security Solutions, Inc. and Subsidiaries
INDEX
Page
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Part I Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 2003 (Unaudited) and
December 31, 2002 1
Consolidated Statements of Operations for the nine and three months ended
September 30, 2003 (Unaudited). 2
Consolidated Statements of Cash Flows for the nine months ended
September 30, 2003 (Unaudited) and September 30, 2002 (Unaudited) 3
Notes to Financial Statements 4-7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 7-9
Item 3. Controls and Procedures 9-10
Part II Other Information
Item 1. Legal Proceedings 10
Item 2. Change in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10-11
SIGNATURES 11
DIVERSIFIED SECURITY SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
September 30, 2003 December 31, 2002
------------------ -----------------
Unaudited Audited
------------------ -----------------
ASSETS
Current assets:
Cash and cash equivalents $ 2,432,209 $ 4,472,271
Accounts receivable - net of allowance for doubtful accounts of
$105,000 and $100,000 5,101,945 6,263,995
Note receivable 500,000
Inventory 1,748,381 2,169,999
Costs and profit in excess of billings 959,509 710,325
Refundable income taxes 187,001 --
Deferred tax asset 479,000 161,000
Other current assets 58,875 339,403
----------- -----------
Total current assets 10,966,920 14,616,993
Property and equipment, net of accumulated depreciation of $1,311,015 and $1,070,718 1,175,451 1,167,680
Computer software product cost - net of accumulated amortization of $538,736
and $479,472 155,356 214,620
Goodwill 1,865,584 1,790,357
Intangible assets - net of accumulated amortization of $150,694 and $63,356 1,418,122 1,505,460
Other assets 476,903 366,654
----------- -----------
$16,058,336 $19,661,764
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,815,704 $ 1,467,436
Accrued expenses 806,772 1,015,198
Billings in excess of cost 658,185 123,870
Deferred tax liability 97,000 97,000
Long-term debt current portion 161,791 217,426
Capitalized lease obligations, current portion 939 3,938
Customer deposits held 20,507 155,065
----------- -----------
Total current liabilities 3,560,898 3,079,933
----------- -----------
Capitalized lease obligations, less current portion 9,519 9,074
Long-term debt, less current portion 2,084,692 2,017,403
Deferred tax liability 182,000 182,000
----------- -----------
Total liabilities 5,837,109 5,288,410
----------- -----------
Stockholders' equity:
Preferred stock, $.01 par value; 2,000,000 shares authorized; no shares issued
Common stock, $.01 par value; 10,000,000 shares authorized; 5,138,864 and 51,389 51,384
5,138,357 shares outstanding
Treasury stock, at cost; 70,891 shares (500,000)
Additional paid-in capital 13,154,174 13,150,681
Accumulated deficit and retained earnings (2,484,336) 1,171,289
----------- -----------
Total stockholders' equity 10,221,227 14,373,354
----------- -----------
$16,058,336 $19,661,764
=========== ===========
The accompanying notes are an integral part of these statements
1
DIVERSIFIED SECURITY SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Nine Months Ended September 30, Three Months Ended September 30,
------------------------------- --------------------------------
2003 2002 2003 2002
----------- ----------- ----------- ----------
Sales $12,320,260 $12,974,018 $ 5,093,838 $5,580,002
Cost of sales 10,106,772 7,396,307 4,502,072 3,129,668
----------- ----------- ----------- ----------
Gross profit 2,213,488 5,577,711 591,766 2,450,334
Operating expenses
Selling, general and administrative 6,132,358 5,097,668 1,746,781 2,161,962
----------- ----------- ----------- ----------
Operating (loss) income (3,918,870) 480,043 (1,155,015) 288,372
Interest income 8,992 61,710 2,259 23,243
Interest expense (80,837) (113,029) (29,723) (34,220)
----------- ----------- ----------- ----------
(Loss) income before income taxes (3,990,715) 428,724 (1,182,479) 277,395
(Provision) benefit for income taxes 335,090 (182,000) (843,910) (117,000)
----------- ----------- ----------- ----------
Net (loss) income $(3,655,625) $ 246,724 $(2,026,389) $ 160,395
=========== =========== =========== ==========
Basic and diluted (loss) earnings per common share:
Basic (loss) earnings per common share $ (0.71) $ 0.05 $ (0.39) $ 0.03
=========== =========== =========== ==========
Weighted average common shares 5,137,046 4,872,464 5,133,470 4,872,464
=========== =========== =========== ==========
Diluted (loss) earnings per common share $ (0.71) $ 0.05 $ (0.39) $ 0.03
=========== =========== =========== ==========
Weighted average diluted shares 5,137,046 4,947,464 5,133,470 4,947,464
=========== =========== =========== ==========
The accompanying notes are an integral part of these statements
2
DIVERSIFIED SECURITY SOLUTION, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Nine Months Ended
September 30,
-------------------------
2003 2002
----------- -----------
Cash flows from operating activities:
Net (loss) income for the period ($3,655,625) $ 246,724
Adjustments to reconcile net (loss) income to net cash
used in operating activities;
Amortization of stock based compensation 15,625
Depreciation and amortization 386,898 439,192
Deferred income taxes (318,000) 55,000
Doubtful accounts expense 5,000 0
Changes in operating assets and liabilities:
Accounts receivable 1,157,050 (1,447,424)
Inventory 421,618 (864,521)
Costs in excess of billing (249,184) 102,029
Other assets 170,281 (160,102)
Refundable income taxes (187,001)
Accounts payable 348,268 (197,450)
Accrued expenses (208,425) (112,632)
Income taxes payable 166,000
Billings in excess of cost 534,315 (80,014)
Customer deposits held (134,558) 13,578
----------- -----------
Cash used in operating activities (1,729,363) (1,823,995)
----------- -----------
Cash flows from investing activities:
Issuance of note receivable (500,000)
Securities held to maturity 802,235
Computer software development costs (20,000)
Purchase of property and equipment (209,437) (849,043)
Acquisitions (470,000)
Increase in goodwill for guarantee of stock price (71,729)
----------- -----------
Cash used in investing activities (281,166) (1,036,808)
----------- -----------
Cash flows from financing activities:
Net proceeds (payments) to banks of credit line 28,657 (830,239)
Payment of other debt (55,635)
Capitalized lease obligation payments (2,555) (9,566)
----------- -----------
Cash used in financing activities (29,533) (839,805)
----------- -----------
Net cash decrease in cash and cash equivalents (2,040,062) (3,700,608)
Cash and cash equivalents - beginning of period 4,472,271 8,914,473
----------- -----------
Cash and cash equivalents - end of period $ 2,432,209 $ 5,213,865
=========== ===========
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest $ 80,695 $ 113,029
Taxes $ 183,875 $ 165,000
Non-cash investing and financing activities:
The Company financed equipment $ 38,632
The Company received 70,891 shares of its stock fom a
loan holder due to default (see note 6) $ 500,000
Issuance of stock in connection with acquisition of National
Safe (see note 5) $ 3,498
The accompanying notes are an integral part of these statements
3
DIVERSIFIED SECURITY SOLUTIONS, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
1. Basis of Presentation
Diversified Security Solutions, Inc. (the "Company") and its subsidiaries,
are systems integrators providing design, installation and support services for
a wide variety of security, communications and control systems. The Company
specializes in turnkey systems that integrate many different technologies.
Systems are customized to meet the specific needs of its customers. The Company
markets nationwide with an emphasis in the New York, Dallas, Phoenix and
Southern California metropolitan areas. Customers are primarily medium and large
businesses and government agencies.
The Company's headquarters and manufacturing facility is located in Saddle
Brook, New Jersey. Sales and service facilities are located near Dallas, Texas,
and in Phoenix, Arizona and Fullerton, California. During the third quarter of
2003, the Company has stopped manufacturing but will support and honor existing
warranties.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the
United States of America for interim financial information. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles in the United States of America for full year financial
statements. In the opinion of management, all adjustments considered necessary
for a fair presentation have been included and are of a normal, recurring
nature. Operating results for the three and nine month periods ended September
30, 2003, are not necessarily indicative of the results that may be expected for
the year ended December 31, 2003. These consolidated financial statements should
be read in conjunction with the consolidated financial statements and the notes
thereto that are included in the Company's Annual Report on Form 10-KSB for the
fiscal period ended December 31, 2002.
2. Net (Loss) Income Per Common Share
Basic net (loss) income per share of common stock was calculated by
dividing net (loss) income by the weighted average number of shares of common
stock outstanding during the period. Diluted earnings per share reflects
additional common shares that would have been outstanding if dilutive potential
common shares had been issued, as well as any adjustment to income that would
result from the assumed issuance or potential common shares that may be issued
by the Company relating to outstanding stock options and warrants.
3. Stock Based Compensation
On January 1, 2003, the Company adopted the fair recognition value
provisions of FASB No. 123, "Accounting for Stock Based Compensation," which was
amended by FASB No. 148. Under the prospective method of adoption selected by
the Company, stock based compensation cost will be recognized using the fair
value method for all awards, granted, modified or settled on or after the
effective date. There were no stock options issued during the three and nine
months ended September 30, 2003 and there were stock options issued during the
nine months ended September 30, 2002.
4
Based upon the fair value method to measure compensation expense, the
Company's proforma effects for the three and nine months ended September 30,
2003 is as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
(Unaudited) (Unaudited)
---------------------- ----------------------
2003 2002 2003 2002
----------- -------- ----------- --------
Net (loss) income, as reported $(2,026,389) $160,395 $(3,655,625) $246,724
Stock - based employee compensation expense
included in reported net (loss) income, net of
related tax expense 0 0 0 0
Total stock-based employee compensation expense
determined under fair valued based, net of
related tax effects (8,489)
----------- -------- ----------- --------
Proforma net (loss) income $(2,026,389) $160,395 $(3,655,625) $238,235
----------- -------- ----------- --------
Pro forma (loss) earning per share:
Basic and diluted as reported $ (0.39) $ 0.03 $ (0.71) $ 0.05
Basic and diluted as pro forma $ (0.39) $ 0.03 $ (0.71) $ 0.05
4. Employee Benefit Plan
As of January 1, 2003, the Company sponsored a 401-K and a discretionary
profit sharing plan (the "Plan"). Until September 1, 2003, the Company matched
up to three percent of qualifying employees' compensation contribution to the
Plan. The Company's contributions to the employees' account vests equally over
three years and the employee's contribution to his or her own account vests
immediately.
5. Goodwill, Common Stock and Subsequent Event
On May 17, 2002, the Company purchased all of the issued and outstanding
shares of Henry Bros. Electronic, Inc. formerly Photo Scan Systems, Inc.
("HBE-CA") from Secure Alarm Systems, Inc. ("Secure Alarm"). The purchase
agreement provides that in the event that the average closing price of our
common stock for the ten trading days immediately prior to May 16, 2003 is less
than approximately $7.805 per share, the Company will pay in cash to Secure
Alarm an amount equal to the difference between $400,000 and 51,249 shares
multiplied by such average closing price. The amount of this cash payment was
$56,375, however, due to a dispute between the owner of Secure Alarm and the
Company, this matter was settled for $26,000.
5
Pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement"), on
August 13, 2002, a wholly-owned subsidiary of the Company acquired all of the
issued and outstanding common stock of National Safe of California, Inc.
("National Safe"). The purchase price of the acquisition was $2,000,000, subject
to certain adjustments specified in the Stock Purchase Agreement, which was paid
by issuing an aggregate of 283,566 shares of the Company's common stock. The
Stock Purchase Agreement provided that in the event that the average closing
price of the Company's common stock for the ten trading days immediately prior
to August 13, 2003 is less than $7.053 per share, the Company can within 10 days
of the Reference Date, either purchase 212,675 of the Shares of $1,500,000
(subject to certain adjustments detailed in the Stock Purchase Agreement) or pay
the seller an amount equal to the difference between (i) $1,500,000 and (ii)
212,675 (subject to certain adjustments detailed in the Stock Purchase
Agreement) multiplied by such average closing price. In August 2003, the Company
recorded additional goodwill of $45,728 for the guarantee of the stock price. In
March 2003 and October 8, 2003, the Company issued 507 and 10,017 shares of its
common stock in connection with required adjustments to purchase price of the
acquisition. The value of such shares was $3,498 and $65,111, respectively.
6. Treasury Stock
In connection with National Safe acquisition, the Company made a $500,000
non-recourse loan at 6% interest rate per annum, to the seller of National Safe
that was collateralized by 70,891 shares of the company's stock. On September
23, 2003, 70,891 shares of the Company's stock were cancelled and placed in
treasury when the seller defaulted on the loan. The Company recorded treasury
stock at a cost of $500,000.
7. Related Party Transactions
A corporation of which a director of the Company was an officer was paid
consulting fees in amount of $7,046 and $37,946 for the three and nine months
ended September 30, 2003, respectively.
The Company also paid another director consulting fees in the amount
of $2,400 for the three and nine months ended September 30, 2003.
8. Commitment
In August 2003, Mr. Sal Lifrieri and the Company entered into an agreement
pursuant to which Mr. Lifrieri resigned as the Company's Executive Vice
President. Mr. Lifrieri also resigned from the Company's Board of Directors.
Pursuant to the agreement, the Company entered into a consulting agreement with
Protective Countermeasures ("PCC"), a company owned by Mr. Lifrieri. The
consulting agreement provides for twelve monthly payments to PCC in the amount
of $11,445.
Critical Accounting Policies
Disclosure of the Company's significant accounting policies is included in
Note 1 to the consolidated financial statements of the Company's Annual Report
on Form 10-KSB for the year
6
ended December 31, 2002. Some of these policies require management to make
estimates and assumptions that may affect the reported amounts in the Company's
financial statement.
Recent Accounting Pronouncements
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation--Transition and Disclosure," which amends SFAS No. 123, "Accounting
for Stock-Based Compensation." SFAS No. 148 provides alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require more prominent and more
frequent disclosures in financial statements about the effects of stock-based
compensation. In addition, SFAS No. 148 improves the timeliness of those
disclosures by requiring that this information be included in interim as well as
annual financial statements. SFAS No. 148 is effective for fiscal years ending
after December 15, 2002. The effects of adopting SFAS No. 148 did not impact on
the Company's financial position or results of operations.
Forward Looking Statements
When used in this discussion, the words "believes", "anticipates",
"contemplated", "expects", or similar expressions are intended to identify
forward looking statements. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected. Those risks and uncertainties include changes in interest rates, the
ability to control costs and expenses, significant variations in recognized
revenue due to customer caused delays in installations, cancellations of
contracts by our customers, and general economic conditions which could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. The Company undertakes no obligation to publicly
release the results of any revisions to those forward looking statements that
may be made to reflect events or circumstances after this date or to reflect the
occurrence of unanticipated events.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Nine Months Ended September 30, 2003 and September 30, 2002
Sales - Sales for the nine months ended September 30, 2003 were $12,320,260
representing a decrease $653,758 of 5.0% as compared to $12,974,018 for the
nine months ended September 30, 2002. Sales for the nine months ended September
30, 2002 included $1,479,294 in sales generated by our three acquisitions as
compared to $3,845,091 in sales generated by our three acquisitions for the nine
months ended September 30, 2003. This was offset by a decline in sales generated
by our other operations of $3,019,555. Our sales decreased due to the overall
economy and more competitors in the market place.
Cost of Sales - Cost of sales for the nine months ended September 30, 2003 was
$10,106,772 as compared to $7,396,307 for the nine months ended September 30,
2002. This was an increase of $2,710,465 or 36.6%. For the nine months ended
September 30, 2003, the gross profit margin was 18.0% as compared to 43.0% for
the nine months ended September 30, 2002. We attribute the increase in our cost
of sales to our having to charge less for our services due to increased
7
competition and the reclassification of certain overhead items from general and
administrative expenses to cost of sales.
Selling, General and Administrative Expenses - Selling, general and
administrative expenses increased to $6,132,358 for the nine months ended
September 30, 2003 as compared to $5,097,668 for the nine months ended September
30, 2002. This increase of 20.3% or $1,034,690 was primarily attributed to the
additional costs associated with our west coast offices of $1,698,108 and
partially offset by reclassification of certain general and administrative
expenses to cost of sales.
Interest Income - Interest income for the nine months ended September 30, 2003
was $8,992 as compared to $61,710 for nine months ended September 30, 2002. The
decrease of $52,718 was due to having less cash to invest and lower interest
rates.
Interest Expense. Interest expense for the nine months ended September 30, 2003
was $80,837 as compared to $113,029 for the nine months ended September 30,
2002. The decrease of $32,192 was attributable to having an average lower debt
balance of $2,274,854 for the nine months ended September 30, 2003 as compared
to $2,526,350 for the nine months ended September 30, 2002 and lower interest
rates.
Net (Loss) Income - As a result of the factors noted above, for the nine months
ended September 30, 2003, our net loss was $3,655,625 as compared to net income
of $246,724, for the nine-months ended September 30, 2002. This resulted in
basic loss per share of $0.71 on weighted average common shares outstanding of
5,137,046 for the nine months ended September 30, 2003 as compared to basic
earnings per share of $0.05 on weighted average common shares outstanding of
4,872,464 for the nine- months ended September 30, 2002.
Three Months Ended September 30, 2003 and September 30, 2002
Sales - Sales for the three months ended September 30, 2003 were $5,093,838
representing a decrease of $486,164 or 8.7% as compared to $5,580,002 for the
three months ended September 30, 2002. Our sales decreased due to the overall
economy and more competitors in the market place.
Cost of Sales - Cost of sales for the three months ended September 30, 2003 was
$4,502,072 as compared to $3,129,668 for the three months ended September 30,
2002. This was an increase of $1,372,404 or 43.9%. For the three months ended
September 30, 2003, the gross profit margin was 11.6% as compared to 43.9% for
the three months ended September 30, 2002. We attribute the increase in our cost
of sales to our having to charge less for our services due to increased
competition and the reclassification of certain overhead items from general and
administrative expenses to cost of sales.
Selling, General and Administrative Expenses - Selling, general and
administrative expenses increased to $1,746,781 for the three months ended
September 30, 2003 as compared to $2,161,962 for the three months ended
September 30, 2002. This was a decrease of $415,181 or 19.2% and was primarily
attributed to reclassification of certain general expenses to cost of sales.
Interest Income - Interest income for the three months ended September 30, 2003
was $2,259 as compared to $23,243 for the three months ended September 30, 2002.
The decrease of $20,984 was due to having less cash to invest and lower interest
rates.
8
Interest Expense - Interest expense for the three months ended September 30,
2003 was $29,723 as compared to $34,220 for the three months ended September 30,
2002. This decrease of $4,497 was attributable to lower interest rates. The
average debt balance for the three months ended September 30, 2003 was
$2,429,277 as compared to $2,261,645 for the three months ended September 30,
2002.
(Loss) Income. As a result of the factors noted above, the loss for the three
months ended September 30, 2003 was $2,026,389 as compared to net income of
$160,39 5 for the three months ended September 30, 2002. This resulted in basic
loss per share of $0.39 on weighted average common shares outstanding of
5,133,470 for the three months ended September 30, 2003 as compared to basic
earnings per share of $0.03 on weighted average common shares outstanding of
4,872,464 for the three months ended September 30, 2002.
Liquidity and Capital Resources
As of September 30, 2003, we had cash and cash equivalents $2,432,209. We
have a loan facility of $4,500,000 with Hudson United Bank and have certain debt
maturing from November 2004 through May 2005. The amount available under the
credit facility was $2,253,517 as of September 30, 2003. Our working capital was
$7,406,022 as of September 30, 2003.
During the nine months ended September 30, 2003, net cash used in
operations was $1,729,363. We purchased property and equipment of $209,437 and
guaranteed the company's stock price in two acquisitions and paid $71,729 to the
sellers. In addition, there was net cash used in investing activities from net
borrowings of $29,533.
Our capital requirements have grown substantially as a result of the growth
of our operations and staffing since our public offering. Our cash and cash
equivalents have significantly decreased over the last few years. We believe
that our current cash, available lines of credit and cash flow from operations
should be sufficient to meet our capital requirements for the next twelve
months.
Item 3. Controls and Procedures
(a) Evaluation of disclosure controls and procedures
Pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, the
Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's principal
executive officer and principal financial officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures (as
defined under Rule 13a-15(e) under the Securities Exchange Act of 1934) as of
the end of the period covered by this report. Based upon that evaluation,
the Company's principal executive officer and principal financial officer
concluded that the Company's disclosure controls and procedures are effective
in timely alerting them to material information relating to the Company
(including its consolidated subsidiaries) required to be included in the
Company's periodic SEC filings.
9
(b) Changes in internal controls.
There have been no significant changes in the Company's internal controls
or, to its knowledge, in other factors that could significantly affect internal
controls subsequent to the date the Company carried out its evaluation.
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
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and Report on Form 8-K
(a) Exhibits
Number Description
------ -----------
31(1) Rule 13a-14(a) 15d-14(a) Certification of Chief Executive Officer
31(2) Rule 13a-14(a) 15d-14(a) Certification of Chief Operating Officer
31(3) Rule 13a-14(a) 15d-14(a) Certification of Acting Chief Financial Officer
32 Section 1350 Certification
10
(b) Reports on 8-Keports on Form 8-K
On August 29, 2003, the Company filed an 8-K reporting an Item 9 event
announcing that the Company issued a press release announcing its
financial results for the three and six months ended June 30, 2003.
In accordance with 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
SIGNATURE
Date: November 14, 2003 /s/ JAMES E. HENRY
----------------------------------------
James E. Henry
Chairman, Chief Executive Officer and
Treasurer
Date: November 14, 2003 /s/ IRVIN F. WITCOSKY
----------------------------------------
Irvin F. Witcosky
Chief Operating Officer, President,
Secretary and Director
Date: November 14, 2003 /s/ DOUGLAS BECK
----------------------------------------
Douglas Beck
Acting Chief Financial Officer
11
STATEMENT OF DIFFERENCES
------------------------
The section symbol shall be expressed as................................'SS'