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 June 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 June 30, 2003
Common stock, $.01 par value 5,138,357
Diversified Security Solutions, Inc. and Subsidiaries
INDEX
Page
----
Part I Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2003 (Unaudited) and
December 31, 2002 1
Consolidated Statements of Operations for the six and three-months ended
June 30, 2003 (Unaudited). 2
Consolidated Statements of Cash Flows for the six-months ended June 30,
2003 (Unaudited) and June 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
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
SIGNATURES 11
DIVERSIFIED SECURITY SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
June 30, 2003 December 31, 2002
Unaudited Audited
------------- -----------------
ASSETS
Current assets:
Cash and cash equivalents $ 3,567,181 $ 4,472,271
Accounts receivable - net of allowance for doubtful accounts of $100,000
and $100,000 5,289,420 6,263,995
Note receivable 500,000 500,000
Inventory 1,794,821 2,169,999
Costs and profit in excess of billings 170,907 710,325
Refundable and prepaid income taxes 689,902 --
Deferred tax assets 510,000 161,000
Other current assets 422,536 339,403
----------- -----------
Total current assets 12,944,767 14,616,993
Property and equipment, net of accumualed depreciation of $1,231,325 and
$1,070,718 1,231,074 1,167,680
Computer software product cost - net of accumulated amortization of
$499,472 and $479,472 194,620 214,620
Goodwill 1,846,733 1,790,357
Intangible assets - net of accumulated amortization of $121,579 and
$63,356 1,447,237 1,505,460
Other assets 119,356 366,654
----------- -----------
$17,783,787 $19,661,764
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,200,540 $ 1,467,436
Accrued expenses 949,277 1,015,198
Billings in excess of cost 294,159 123,870
Deferred tax liablity 97,000 97,000
Long-term debt current portion 174,620 217,426
Capitalized lease obligations, current portion 9,594 3,938
Customer deposits held 7,488 155,065
----------- -----------
Total current liabilities 2,732,678 3,079,933
----------- -----------
Capitalized lease obligations, less current portion 1,853 9,074
Long-term debt, less current portion 2,425,139 2,017,403
Deferred tax liablilty 182,000 182,000
----------- -----------
Total liabilities 5,341,670 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; 5,138,357
shares outstanding 51,384 51,384
Additional paid-in capital 13,150,681 13,150,681
Accumulated deficit and retained earnings (759,948) 1,171,289
----------- -----------
Total stockholders' equity 12,442,117 14,373,354
----------- -----------
$17,783,787 $19,661,764
=========== ===========
The accompanying notes are an integral part of the statements
1
DIVERSIFIED SECURITY SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Six Months Ended June 30, Three Months Ended June 30,
------------------------- ---------------------------
2003 2002 2003 2002
----------- ----------- ------------ -----------
Sales $ 7,226,421 $ 7,394,016 $ 3,520,718 $ 4,214,632
Cost of Sales 5,604,699 4,266,639 2,950,163 2,375,295
----------- ----------- ----------- -----------
Gross profit 1,621,722 3,127,377 570,555 1,839,337
Operating expenses
Selling, general and administrative 4,385,578 2,935,706 2,212,438 1,722,740
----------- ----------- ----------- -----------
Operating (loss) income (2,763,856) 191,671 (1,641,883) 116,597
Interest income (6,733) (38,467) (1,193) (9,471)
Interest expense 51,114 78,809 24,391 39,962
----------- ----------- ----------- -----------
(Loss) income before income taxes (2,808,237) 151,329 (1,665,081) 86,106
(Provision) benefit for income taxes 1,179,000 (65,000) 699,000 (39,000)
----------- ----------- ----------- -----------
Net (loss) income $(1,629,237) $ 86,329 $ (966,081) $ 47,106
=========== =========== =========== ===========
Basic and diluted (loss) earnings per common share:
Basic (loss) earnings per common share $ (0.32) $ 0.02 $ (0.19) $ 0.01
=========== =========== =========== ===========
Weighted average common shares 5,138,357 4,725,000 5,138,357 4,725,000
=========== =========== =========== ===========
Diluted (loss) earnings per common share $ (0.32) $ 0.02 $ (0.19) $ 0.01
=========== =========== =========== ===========
Weighted average diluted shares 5,138,357 4,800,000 5,138,357 4,800,000
=========== =========== =========== ===========
The accompanying notes are an integral part of these statements
2
DIVERSIFIED SECURITY SOLUTIONS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Ended
June 30,
-------------------------
2003 2002
----------- -----------
Cash flows from operating activities:
Net (loss) income (1,931,237) $ 86,329
Adjustments to reconcile net (loss) income to net cash used in
operating activities:
Amortization of stock based compensation 10,417
Depreciation and amortization 238,830 176,975
Deferred taxes (349,000)
Changes in operating assets and liabilities:
Accounts receivable 974,575 (836,254)
Inventory 375,178 (859,644)
Costs and profits in excess of cost 539,418 (7,621)
Refundable and prepaid incomes taxes (684,011) (249,276)
Other assets 158,275 (210,197)
Accounts payable (266,897) (515,253)
Accrued expenses (122,297) (120,987)
Billings in excess of cost 170,289 (78,854)
Customer deposits held (147,577) 404,031
----------- -----------
Cash used in operating activities (1,044,454) (2,200,334)
----------- -----------
Cash flows from investing activities:
Proceeds of securities held to maturity 399,207
Purchase of property and equipment (185,369) (368,984)
----------- -----------
Cash (used in) provided by investing activities (185,369) 30,223
----------- -----------
Cash flows from financing activities
Net payments of revolving bank line 326,298 (488,321)
Capitalized lease obligation payments (1,566) (2,483)
Repayment of other notes -- (38,605)
----------- -----------
Cash provided by (used in) financing activities 324,733 (529,409)
----------- -----------
Decrease in cash and cash equivalents (905,090) (2,699,520)
Cash and cash equivalents - beginning of period 4,472,271 8,914,473
----------- -----------
Cash and cash equivalents - end of period $ 3,567,181 $ 6,214,953
=========== ===========
The accompanying notes are integral part of the statements
Supplemental Cash Flow Information:
Cash paid during the period for:
Income taxes $ 183,875 $ 149,950
Interest $ 50,827 $ 78,809
Supplemental Schedule of Non-Cash Investing and Financing
Activities:
During 2003, the Company financed equipment for $38,632.
In May 2003, the Company accrued $56,376 of goodwill in connection
with the acquistion of HBE-CA (See note 5)
The accompanying notes are an integral part of these financial 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. In addition,
we manufacture and assemble CCTV equipment and provide security-consulting
services to our clients. The Company markets nationwide with an emphasis in the
New York, Dallas, Phoenix and Southern California metropolitan areas. Customers
are primarily medium and large commercial 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,
Phoenix, Arizona and Fullerton, California.
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 six - month periods ended June 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 is 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
six-months ended June 30, 2003 and there were stock options issued during the
three and six-months ended June 30, 2003.
4
Based upon the fair value method to measure compensation expense, the
Company's proforma effects for the three and six-months ended June 30, 2003 is
as follows:
Three-Months Ended Six-Months Ended
June 30, June 30,
(Unaudited) (Unaudited)
------------------- ---------------------
2003 2002 2003 2002
--------- ------- ----------- -------
Net (loss) income, as reported $(966,081) $47,106 $(1,629,237) $86,329
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) (8,489)
--------- ------- ----------- -------
Pro forma net (loss) income $(966,081) $38,617 $(1,629,237) $77,840
--------- ------- ----------- -------
(Loss) earning per share:
Basic- as reported $ (0.19) $ 0.01 $ (0.32) $ 0.02
Basic- as pro forma $ (0.19) $ 0.01 $ (0.32) $ 0.02
Diluted - as reported $ (0.19) $ 0.01 $ (0.32) $ 0.02
Diluted - as proforma $ (0.19) $ 0.01 $ (0.32) $ 0.02
5
4. Employee Benefit Plan
Effective January 1, 2003, the Company sponsored a 401-K and a
discretionary profit sharing plan (the "Plan".) The Company matches 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 contribution to their own account vests immediately.
5. Commitments
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 price
for the issued and outstanding, shares of PhotoScan was $600,000 of which
$200,000 was paid in cash and balance was paid by issuing 51,249 shares of the
Company restricted common stock. 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 Secure Alarm an amount equal to the
difference between $400,000 and the 51,249 shares multiplied by such average
closing price. In May 2003, the Company accrued an obligation of $56,375 to the
owner of Secure Alarm.
On August 13, 2002, the Company acquired all of the issues and outstanding
common stock of National Safe of California, Inc. ("National Safe"). The
purchase price of the acquisition was $2,000,000, which was paid by issuing an
aggregate of 283,566 shares. The Stock Purchase Agreement provides that in the
event that the average closing price of the Company's common stock for the ten
trading days immediately prior to August 12, 2003 ("the Reference Date") 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.
Any adjustment resulting from the above transaction(s) is a purchase price
adjustment and will be recorded as goodwill.
6. Related Party Transactions
A corporation of which a director was an officer was paid consulting fees
in amount of $12,400 and $30,900 for the three and six - months ended June 30,
2003, respectively.
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 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.
6
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
Six - Months ended June 30, 2003 and June 30, 2002
Sales - Sales for the six-month ended June 30, 2003 was $7,226,421 representing
a decrease of 2.3% or $167,595 as compared to June 30, 2002 or $7,394,016. Sales
declined in our core business of $ $2,237,126 for the six - months ended June
30, 2003 as compared to June 30, 2002. Sales for the six-months ended June 30,
2003 as compared to June 30, 2002 included $2,039,531 from three acquisitions
made by the Company. HBE-CA's operations were included in operations since June
2002. National Safe and Henry Bros. Electronics, LLC formerly Corporate Security
Integration (" HBE-AZ") operations began in the third quarter 2002. Sales
decreased in our core business due to the overall economy and more competitors
in the market place.
Cost of Sales - Cost of sales for the six-months ended June 30, 2003 was
$5,604,699 as compared to $4,266,639 for the six - months ended June 30, 2002.
This was an increase of $1,338,060 or 31.3% as compared to the six-months ended
June 30, 2003. For the six -months ended June 30, 2003, the gross profit margin
was 22.4% as compared to 42.3% for the six months ended June 30, 2002. We
attribute the increase in our cost of sales to our having to charge less for our
services due to increased competition.
7
Selling, General and Administrative Expenses - Selling, general and
administrative expenses increased to $4,385,578 for the six-months ended June
30, 2003 as compared to $2,935,706 for the six-months ended June 30, 2002 . This
increase of 49.4% or $1,449,872 is primarily attributed to the additional cost
associated with our West Coast offices of $1,377,190.
Interest Income - Interest income for the six-months months en0ded June 30, 2003
was $6, 733 as compared to $38,467 for six months ended June 30, 2002. The
decrease of $31,734 was due to having less cash to invest.
Interest Expense. Interest expense for the six-months months ended June 30, 2003
was $51,114 as compared to $78,809 for the six-months ended June 30, 2002.
Interest expense decreased by $27,695 is attributed to having an average lower
debt balance of $2,424,987 for the six-months ended June 30, 2003 as compared to
$ 2,681,547 for the six months ended June 30, 2002and lower interest rates on
our loans by a full basis point for the six-month ended June 30, 2003 as
compared to June 30, 2002
Net (Loss) Income - As a result of the factors noted above, for the six-months
ended June 30, 2003, our net loss was $1,6929,237, as compared to net income of
$86,329, for the six-months ended June 30, 2002. This resulted in basic loss per
share of $0.32 on weighted average common shares outstanding of 5,138,357 for
the six-months ended June 30, 2003 as compared to basic earnings per share of
$0.02 on weighted average common shares outstanding of 4,725,000 for the six-
months ended June 30, 2002.
Three - Months ended June 30, 2003 and June 30, 2002
Sales - Sales for the three-month ended June 30, 2003 was $3,520,718
representing a decrease of 16.5% or $693,914 as compared to June 30, 2002 or
$4,214,632. Sales declined in our core business of $ $1,7797,406 for the three -
months ended June 30, 2003 as compared to June 30, 2002. Sales for the three
-months ended June 30, 2003 as compared to June 30, 2002 included $1,085,492
from three acquisitions made by the Company. HBE-CA's operations were included
in operations since June 2002. National Safe and HBE-AZ's operations began in
the third quarter 2002. Sales decreased in our core business due to the overall
economy and more competitors in the market place.
Cost of Sales - Cost of sales for the three-months ended June 30, 2003 was
$2,950,163 as compared to $2,375,295 for the three-months ended June 30, 2002.
This was an increase of $574,868 or 24.2% as compared to the three-months ended
June 30, 2002. For the three-months ended June 30, 2003, the gross profit margin
was 16.2% as compared to 43.6% for the three-months ended June 30, 2002. We
attribute the increase in our cost of sales to our having to charge less for our
services due to increased competition.
Selling, General and Administrative Expenses - Selling, general and
administrative expenses increased to $2,212,439 for the three-months ended June
30, 2003 as compared to $1,722,740 for the three-months ended June 30, 2002.
This increase of 28.4. % or $489,699 is primarily attributed to the costs
incurred with the operating expenses of the west coast offices for the
three-months ended June 30, 2003 of $577,960.
8
Interest Income - Interest income for the three-months months ended June 30,
2003 was $1,193 as compared to $9,471 for three- months ended June 30, 2002. The
decrease of $8,278 was due to having less cash to invest.
Interest Expense - Interest expense for the three-months months ended June 30,
2003 was $24,391 as compared to $39,962 for the three-months ended June 30,
2002. Interest expense decreased by $15,571 is attributed to having an average
lower debt balance of $2,403,738 for the three -months ended June 30, 2003 as
compared to $2,673,557 and lower interest rates on our loans by a full basis
point for the three-months ended June 30, 2003 as compared to the three-months
ended June 30, 2003.
Net (Loss) Income. As a result of the factors noted above, for the three-months
ended June 30, 2003, our net loss was $966,081 as compared to net income of
$47,106 for the three-months ended June 30, 2002. This resulted in basic loss
per share of $0.19 on weighted average common shares outstanding of 5,138,357
for the three months ended June 30, 2003 as compared to basic earnings per share
of $0.01 on weighted average common shares outstanding of 4,725,000 for the
three- months ended June 30, 2002.
Liquidity and Capital Resources
As of June 30, 2003, we had cash and cash equivalents of $3,567,181. 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 $1,913,069 as of June 30, 2003. Our working capital was
$10,552,385 as of June 30, 2003.
During the six-months ended June 30, 2003, net cash used in operations was
$1,044,454 and we purchased property and equipment of $185,369. In addition,
there was net cash provided by investing activities resulting from net
borrowings of $324,733.
Our capital requirements have grown substantially as a result of the growth
of our operations and staffing since our public offering. We believe that our
current cash and available lines of credit should be sufficient to meet our
capital requirements for the next twelve-months. The company is in the process
of seeking capital.
Item 3. Controls and Procedures
(a) Evaluation of disclosure controls and procedures
Within the 90 days prior to the date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, the Company's Chief Executive Officer and
Chief 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
(a) As used herein, "disclosure controls and procedures" means controls and
other procedures of the Company that are designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the Securities Exchange
Act is accumulated and communicated to the Company's management, including its
Chief Executive Officer and Chief Financial Officer, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure
(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
In May 2003, Henry Bros. Electronics, Inc., a wholly owned subsidiary
of the Company, commenced an action in the Superior Court located in Orange
County, California, seeking a preliminary injunction against National Systems
Integration, Inc. (formerly known as Intellisec). This matter has since been
settled.
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
10
(a) Exhibits
Number Description
------ -----------
31(1) Certification of Chief Executive Officer Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31(2) Certification of Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Officer and Chief
Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
(b) The issuer filed no reports on Form 8-K during the second quarter of
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: August 14, 2003 /s/ JAMES E. HENRY
---------------------------------------
James E. Henry
Chairman, Chief Executive Officer
and Director
Date: August 14, 2003 /s/ LOUIS MASSAD
---------------------------------------
Louis Massad
Vice President, Treasurer, Chief
Financial Officer and Director
11
STATEMENT OF DIFFERENCES
------------------------
The section symbol shall be expressed as............................... 'SS'