UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: DECEMBER 31, 2003
(DATE OF EARLIEST EVENT REPORTED)
TECHTEAM GLOBAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-16284 38-2774613
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE (I.R.S. EMPLOYER
INCORPORATION) NUMBER) IDENTIFICATION NUMBER)
27335 West 11 Mile Road
Southfield, Michigan 48034
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(248) 357-2866
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As previously reported in the Current Report on Form 8-K filed on January
14, 2004, on December 31, 2003, TechTeam Global, Inc. (the "Company")
completed the acquisition of all of the outstanding stock (92,472.95
shares) of Digital Support Corporation ("DSC") from DSC's shareholders,
Peter S. Brigham, Robert H. Brigham, Christian J. Burneko, Fred O.
Cornett, Jr., David W. Han, Satish Lulla, Raj K. Sachdev and Digital
Support Corporation 401(K) Plan ("Selling Shareholders"). The Company is
now submitting the financial statements of the business acquired.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
(b) Pro forma financial information.
(c) Exhibits.
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(a) Financial statements of business acquired.
REPORT OF INDEPENDENT ACCOUNTANTS
November 13, 2003
To the Board of Directors and Stockholders
of Digital Support Corporation:
In our opinion, the accompanying balance sheet and the related statements of
income, of stockholders' equity, and of cash flows present fairly, in all
material respects, the financial position of Digital Support Corporation at
September 30, 2003, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Company's management; our responsibility is to express an opinion on
these financial statements based on our audit. We conducted our audit of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.
/s/ ARGY, WILTSE & ROBINSON, P.C.
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DIGITAL SUPPORT CORPORATION
BALANCE SHEET
SEPTEMBER 30, 2003
ASSETS
Current assets
Cash $ 171,448
Accounts receivable, less an allowance for doubtful accounts of $5,000 2,475,425
Unbilled receivables, consisting of amounts currently billable 33,389
Inventory, less a reserve of $20,000 70,180
Deferred income taxes 134,449
Other current assets 212,851
----------
Total current assets 3,097,742
Property and equipment, net 313,052
Other assets 22,393
----------
Total assets $3,433,187
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 547,053
Accrued payroll and related liabilities 906,607
Accrued expenses 80,839
Accrued income taxes 130,950
Deferred revenue 123,163
Note payable 157,238
Capital lease obligations 45,080
Other current liabilities 103,209
----------
Total current liabilities 2,094,139
Capital lease obligations 32,815
----------
Total liabilities 2,126,954
----------
Commitments
Stockholders' equity
Common stock - no par value, 200,000 shares authorized;
92,475 shares issued and outstanding 373,064
Retained earnings 933,169
----------
Total stockholders' equity 1,306,233
----------
Total liabilities and stockholders' equity $3,433,187
==========
The accompanying notes are an integral part of these financial statements.
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DIGITAL SUPPORT CORPORATION
STATEMENT OF INCOME
YEAR ENDED SEPTEMBER 30, 2003
Contract revenue $ 18,674,151
Cost of contract revenue 13,847,239
------------
Gross profit 4,826,912
Selling, general, and administrative expense 4,028,875
------------
Operating income 798,037
Other income 46,842
------------
Income before income taxes 844,879
Provision for income taxes (323,000)
------------
Net income $ 521,879
============
The accompanying notes are an integral part of these financial statements.
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DIGITAL SUPPORT CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
YEAR ENDED SEPTEMBER 30, 2003
Common stock Total
---------------------- Retained Stockholders'
Shares Amount Earnings Equity
--------- --------- --------- -------------
Balance at September 30, 2002 93,004 $ 373,526 $ 427,941 $ 801,467
Repurchase of common stock (529) (462) (16,651) (17,113)
Net income -- -- 521,879 521,879
--------- --------- --------- -----------
Balance at September 30, 2003 92,475 $ 373,064 $ 933,169 $ 1,306,233
========= ========= ========= ===========
The accompanying notes are an integral part of these financial statements.
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DIGITAL SUPPORT CORPORATION
STATEMENT OF CASH FLOWS
YEAR ENDED SEPTEMBER 30, 2003
Cash flows from operating activities:
Net income $ 521,879
---------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 358,689
Increase in allowance for doubtful accounts 5,000
Increase in inventory reserve 20,000
Deferred income taxes (30,000)
Increase (decrease) in cash resulting from changes in-
Accounts receivable (50,235)
Unbilled receivables (3,884)
Inventory (2,120)
Other current assets (46,688)
Accounts payable and accrued expenses (283,154)
Accrued payroll and related liabilities (16,661)
Other current liabilities 65,700
---------
Total adjustments 16,647
---------
Net cash provided by operating activities 538,526
---------
Cash flows from investing activities:
Purchases of property and equipment (93,893)
Decrease in other assets 4,107
---------
Net cash used in investing activities (89,786)
---------
Cash flows from financing activities:
Net borrowings under bank line-of-credit 99,238
Principal payments under notes payable (3,913)
Principal payments under notes payable to stockholders (501,993)
Principal payments under capital lease obligations (74,593)
Repurchase of common stock (17,113)
---------
Net cash used in financing activities (498,374)
---------
Net decrease in cash (49,634)
Cash at the beginning of the year 221,082
---------
Cash at the end of the year $ 171,448
=========
The accompanying notes are an integral part of these financial statements.
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DIGITAL SUPPORT CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
Digital Support Corporation (the "Company") was incorporated in the State of
Virginia in April 1984. The Company, which is privately held, provides
consulting and technical services to both the Federal government and commercial
businesses. In addition, the Company resells and provides maintenance support
for microcomputers and related peripherals.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions regarding certain types of assets, liabilities, revenues, and
expenses. Such estimates primarily relate to unsettled transactions and events
as of the date of the financial statements. Accordingly, upon settlement, actual
results may differ from estimated amounts.
REVENUE RECOGNITION
A substantial portion of the Company's contract revenue results from contracts
with agencies of the Federal government. Revenue is recognized under time and
material contracts based upon time (at established rates) and other direct costs
incurred. Revenue from the resale of microcomputers and related peripherals is
recognized upon shipment. Revenue is recognized under maintenance contracts
ratably over the terms of the underlying agreements. Amounts billed, but not yet
earned, under these maintenance agreements are recorded as unearned revenue.
Revenue recognized on contracts in excess of related billing is reflected as
unbilled receivables. Losses on contracts are provided for in the period they
are first determined.
INVENTORY
Inventory, which consists principally of computer hardware for resale and
computer components used for repairing and replacing computer units, is
accounted for using the first in, first out (FIFO) method. Inventory is stated
at the lower of cost or market.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost less accumulated depreciation and
amortization. Depreciation of property and equipment is computed using the
straight-line method over estimated useful lives of three to five years.
Amortization of leasehold improvements is computed using the straight-line
method over the shorter of the estimated useful lives of the assets or the term
of the related lease.
INTANGIBLE ASSET
The Company had an intangible asset that was amortized using the straight-line
method over a period of five years. Amortization expense on the intangible asset
was $33,187 for the year ended September 30, 2003. The intangible asset was
fully amortized as of September 30, 2003.
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DIGITAL SUPPORT CORPORATION
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2003
INCOME TAXES
Income taxes have been recorded using the liability method. The income tax
provision includes Federal and state income taxes both currently payable and
changes in deferred taxes due to differences between the financial reporting and
tax basis of assets and liabilities. Deferred tax assets and liabilities are
measured using the enacted tax rates that are expected to be in effect when the
differences are expected to reverse.
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment consists of the following as of September 30, 2003:
Office equipment $ 734,298
Technical equipment 608,655
Automobiles 214,912
Computer software 170,490
Leasehold improvements 159,682
Furniture and fixtures 12,143
-----------
1,900,180
Less: accumulated depreciation and amortization (1,587,128)
-----------
Net property and equipment $ 313,052
===========
Equipment acquired under the terms of noncancelable capital leases totaled
$573,604 at September 30, 2003. This equipment is being depreciated over five
years and resulted in depreciation expense of $73,913 for the year ended
September 30, 2003. Accumulated depreciation on this equipment at September 30,
2003 was $495,018. Total depreciation and amortization expense on property and
equipment totaled $325,501 for the year ended September 30, 2003.
NOTE 3 - NOTE PAYABLE
The note payable consists of a bank line-of-credit under which the Company may
borrow up to the lesser of $3,000,000 or 85% of eligible accounts receivable.
Interest is payable at the "Wall Street Journal's" prime rate plus a percentage
that varies based on the Company's debt to tangible net worth ratio (a range of
0.5% to 1.0%) (effective interest rate of 4.5% as of September 30, 2003). The
line-of-credit is secured by all of the Company's assets, is guaranteed by its
stockholders, and expires on January 31, 2004.
The provisions of the line-of-credit agreement require the Company to maintain
certain financial covenants, including a minimum tangible net worth and a
minimum ratio of current tangible assets to current liabilities. At September
30, 2003, the Company was in compliance with these covenants.
Interest expense, including interest paid to stockholders as discussed in Note
4, which approximated interest paid, totaled $65,670 for the year ended
September 30, 2003.
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DIGITAL SUPPORT CORPORATION
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2003
NOTE 4 - NOTES PAYABLE TO STOCKHOLDERS
The Company had outstanding notes payable to its stockholders totaling $501,993
at September 30, 2002. These notes payable were subordinated to the bank
line-of-credit (see Note 3) and were paid off during the year ended September
30, 2003. The notes were unsecured and accrued interest at either 14.55% or 20%
per annum, with interest payments due monthly. Interest expense, which
approximated interest paid, related to these notes totaled $14,346 for the year
ended September 30, 2003.
NOTE 5 - INCOME TAXES
The provision for income taxes consists of the following for the year ended
September 30, 2003:
Current income taxes
Federal $ 297,000
State 56,000
Deferred income taxes
Federal (25,000)
State (5,000)
---------
Total provision for income taxes $ 323,000
=========
The reconciliation of the provision for income taxes and the amount computed by
applying the United States Federal statutory income tax rate to income before
income taxes is as follows:
Provision for income taxes at Federal statutory rate $(287,000)
State income taxes, net of Federal income tax benefit (33,000)
Other permanent differences (primarily meals and entertainment) (3,000)
---------
Total provision for income taxes $(323,000)
=========
Deferred income taxes reflect temporary differences in the recognition of
revenue and expenses for tax reporting and financial statement purposes. The
deferred tax asset as of September 30, 2003 results from the following temporary
differences:
Depreciation and amortization $ 63,230
Amortization of intangible asset (17,448)
Allowance for doubtful accounts 36,962
Accrued expenses 51,705
---------
$ 134,449
=========
During the year ended September 30, 2003, the Company paid income taxes of
$260,000.
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DIGITAL SUPPORT CORPORATION
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2003
NOTE 6 - RETIREMENT PLAN
The Company maintains a 401(k) and profit sharing plan (the "Plan") for all
employees over 21 years of age who have completed 90 days of service. Under the
Plan, employees may make voluntary contributions up to the maximum amount
allowable by law. The Company matches the first 3% of each employee's
contributed eligible wages. Company contributions to the Plan vest ratably over
six years, beginning with the second year of participation.
The Company may make additional contributions to the Plan at management's
discretion. Such additional contributions may be in the form of an additional
401(k) match (up to an additional 3% of each employee's compensation) or as a
profit sharing contribution, which would be allocated to all eligible employees
based on the ratio of each eligible employee's compensation to total eligible
employee compensation. The Company's total contribution to the Plan totaled
$174,134 for the year ended September 30, 2003.
NOTE 7 - CONCENTRATIONS OF CREDIT RISK
Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist primarily of cash, accounts receivable,
and unbilled receivables. The Company's management believes the risk of loss
associated with cash is very low since cash is maintained in financial
institutions. However, at times, the Company may have cash on deposit with a
financial institution that exceeds the Federal insured limit. To date, accounts
receivable and unbilled receivables have been derived primarily from contracts
with agencies of the Federal government. Accounts receivable are generally due
within 30 days and no collateral is required. The Company maintains reserves for
potential credit losses and historically such losses have been within
management's expectations.
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DIGITAL SUPPORT CORPORATION
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2003
NOTE 8 - COMMITMENTS
The Company leases office and warehouse space under terms of noncancelable
operating leases. The Company also leases equipment under the terms of capital
leases. The following is a schedule of the future minimum lease payments
required under noncancelable operating leases and capital leases that have
initial or remaining terms in excess of one year at September 30, 2003:
Capital Operating
Years ending September 30, Leases Leases
------------------------- -------- -----------
2004 $ 53,171 $ 382,000
2005 36,219 349,000
2006 -- 353,000
2007 -- 334,000
2008 -- 336,000
Thereafter -- 706,000
-------- -----------
Total minimum lease payments 89,390 $2,460,000
==========
Less: amount representing interest (11,495)
--------
Present value of net minimum lease payments 77,895
Less: current portion of capital lease obligations (45,080)
--------
Noncurrent portion of capital lease obligations $ 32,815
========
During the year ended September 30, 2001, the Company entered into a
noncancelable agreement to sublease office space. This sublease expired in 2003.
During the year ended September 30, 2003, the Company recorded sublease income
of $97,891.
Rent expense, excluding sublease income, totaled $426,642 for the year ended
September 30, 2003.
At September 30, 2003, the Company has a $120,000 letter of credit outstanding
relating to a security deposit required for a noncancelable operating office
lease. This letter of credit expires June 1, 2004.
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(b) Pro forma financial information.
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The unaudited pro forma condensed combined financial information for TechTeam
Global, Inc. ("TechTeam") set forth below gives effect to the acquisition of
Digital Support Corporation ("DSC") using the purchase method of accounting,
after giving effect to the adjustments described in the accompanying notes. The
unaudited pro forma condensed combined statements of operations includes only
the results of ongoing operations and excludes such impacts as nonrecurring
items related to the acquisition and synergies and related cost savings
associated with the integration of the acquisition.
The unaudited pro forma condensed combined statement of financial position as of
September 30, 2003 gives effect to the acquisition of DSC as if it occurred on
that date. The unaudited pro forma condensed combined statements of operations
for the nine months ended September 30, 2003 and the year ended December 31,
2002 give effect to the acquisition as if it occurred on the first day of each
of those periods by combining the results for the nine months ended September
30, 2003 of TechTeam with the results for the same period of DSC, and combining
the results for the year ended December 31, 2002 of TechTeam with the results
for the year ended September 30, 2002 of DSC. The unaudited pro forma condensed
combined financial information reflects certain adjustments.
The pro forma condensed combined financial information is for informational
purposes only and does not purport to represent what the consolidated financial
position or results of operations of TechTeam would actually have been if the
DSC acquisition, in fact, had occurred on September 30, 2003, or at the
beginning of the periods presented, or to project the consolidated financial
position or results of operations as of any future date or any future period.
The unaudited pro forma financial information should be read together with (i)
the TechTeam Global, Inc. consolidated financial statements as of December 31,
2002 and 2001, and for each of the three years in the period ended December 31,
2002, including the notes thereto, included in TechTeam's Annual Report on Form
10-K for the fiscal year ended December 31, 2002, and (ii) the TechTeam Global,
Inc. unaudited condensed consolidated financial statements as of September 30,
2003 and for each of the three- and nine-month periods ended September 30, 2003
and 2002, including the notes thereto, included in TechTeam's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2003.
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TECHTEAM GLOBAL, INC. AND SUBSIDIARIES
CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION
AS OF SEPTEMBER 30, 2003
(UNAUDITED)
DIGITAL PRO FORMA
TECHTEAM SUPPORT PRO FORMA TECHTEAM
ASSETS GLOBAL CORPORATION ADJUSTMENTS GLOBAL
----------- ----------- ----------- -----------
(In thousands)
Current assets
Cash and cash equivalents ..................... $ 45,118 $ 171 $ (6,679)(A) $ 38,610
Accounts receivable, net ...................... 20,927 2,509 -- 23,436
Prepaid expenses and other .................... 2,657 283 -- 2,940
Deferred income taxes ......................... 1,524 135 -- 1,659
----------- ----------- ----------- -----------
Total current assets .......................... 70,226 3,098 (6,679) 66,645
Property, equipment, and purchased software, net .. 9,646 313 57(A) 10,016
Goodwill and other intangible assets, net.......... 837 -- 5,316(A) 6,153
Other assets ...................................... 895 22 -- 917
----------- ----------- ----------- -----------
Total assets ...................................... $ 81,604 $ 3,433 $ (1,306) $ 83,731
=========== =========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of notes payable .............. $ 340 $ 202 $ -- $ 542
Accounts payable .............................. 3,393 547 -- 3,940
Accrued payroll, related taxes and
withholdings ............................... 4,277 907 -- 5,184
Accrued expenses and other .................... 2,230 438 -- 2,668
----------- ----------- ----------- -----------
Total current liabilities ..................... 10,240 2,094 -- 12,334
Long-term liabilities ............................. 869 33 -- 902
Redeemable convertible preferred stock ............ 5,000 -- -- 5,000
Shareholders' equity
Common stock .................................. 97 373 (373)(A) 97
Additional paid-in capital .................... 65,588 -- -- 65,588
Retained earnings (deficit) ................... (681) 933 (933)(A) (681)
Accumulated other comprehensive income ........ 491 -- -- 491
----------- ----------- ----------- -----------
Total shareholders' equity .................... 65,495 1,306 (1,306) 65,495
----------- ----------- ----------- -----------
Total liabilities and shareholders' equity ........ $ 81,604 $ 3,433 $ (1,306) $ 83,731
=========== =========== =========== ===========
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TECHTEAM GLOBAL, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
(UNAUDITED)
DIGITAL PRO FORMA
TECHTEAM SUPPORT PRO FORMA TECHTEAM
GLOBAL CORPORATION ADJUSTMENTS GLOBAL
----------- ----------- ----------- -----------
(In thousands, except share and per share data)
Revenue .................................... $ 65,987 $ 14,173 $ -- $ 80,160
Cost of services delivered ................. 54,018 10,482 -- 64,500
----------- ----------- ----------- -----------
Gross profit ............................... 11,969 3,691 -- 15,660
Selling, general, and administrative expense 14,630 2,944 252 (B) 17,421
(405)(C)
----------- ----------- ----------- -----------
Operating income (loss) .................... (2,661) 747 153 (1,761)
Other income ............................... 1,324 64 (132)(D) 1,256
----------- ----------- ----------- -----------
Income (loss) before income taxes .......... (1,337) 811 21 (505)
Income tax provision ....................... 459 309 7 (E) 775
----------- ----------- ----------- -----------
Net income (loss) .......................... $ (1,796) $ 502 $ 14 $ (1,280)
=========== =========== =========== ===========
Basic and diluted loss per share ........... $ (0.18) $ (0.13)
=========== ===========
Weighted average number of common shares
and common share equivalents outstanding
Basic and diluted ...................... 9,975 9,975
=========== ===========
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TECHTEAM GLOBAL, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002
(UNAUDITED)
DIGITAL PRO FORMA
TECHTEAM SUPPORT PRO FORMA TECHTEAM
GLOBAL CORPORATION ADJUSTMENTS GLOBAL
----------- ----------- ----------- -----------
(In thousands, except share and per share data)
Revenue .................................... $ 86,635 $ 19,339 $ -- $ 105,974
Cost of services delivered ................. 66,578 14,435 -- 81,013
----------- ----------- ----------- -----------
Gross profit ............................... 20,057 4,904 -- 24,961
Selling, general, and administrative expense 17,801 4,652 337 (B) 22,250
(540)(C)
----------- ----------- ----------- -----------
Operating income ........................... 2,256 252 203 2,711
Other income (expense) ..................... 769 (73) (184)(D) 512
----------- ----------- ----------- -----------
Income before income taxes ................. 3,025 179 19 3,223
Income tax provision ....................... 1,627 76 7 (E) 1,710
----------- ----------- ----------- -----------
Income before cumulative effect of
accounting change ...................... $ 1,398 $ 103 $ 12 $ 1,513
=========== =========== =========== ===========
Basic and diluted earnings per share before
cumulative effect of accounting change . $ 0.13 $ 0.14
=========== ===========
Weighted average number of common shares
and common share equivalents outstanding
Basic .................................. 10,957 10,957
=========== ===========
Diluted ................................ 11,103 11,103
=========== ===========
-16-
TECHTEAM GLOBAL, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
NOTE 1 -- PRO FORMA ADJUSTMENTS
Pro forma adjustments for the unaudited pro forma condensed combined statement
of financial position as of September 30, 2003, and the condensed combined
statements of operations for the nine months ended September 30, 2003 and the
year ended December 31, 2002 are as follows:
(A) To reflect the payment of the initial purchase price of $6,679,000,
including acquisition costs of $321,000, for the acquisition of all
of the outstanding stock of DSC, to reflect the fair value of
identifiable intangible assets and property and equipment in excess
of the carrying amounts acquired, and to reflect goodwill as the
excess of the purchase price paid over the estimated fair value of
the identified net assets acquired.
(B) To reflect the amortization of identifiable intangible assets
resulting from the acquisition, which are amortized on a
straight-line basis over a period of ten years.
(C) To reflect reduced compensation expense to key employees that
resulted from contractual compensation agreements with these
individuals.
(D) To reduce interest income for the cash used in the acquisition of
DSC.
(E) To record the related tax effects of the pro forma adjustments to
the condensed combined statements of operations.
-17-
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.
TECHTEAM GLOBAL, INC.
By: /s/ Michael A. Sosin
----------------------------------------
Michael A. Sosin, Vice President, Secretary
Date: March 12, 2004
E-2
EXHIBIT INDEX
EXHIBIT DESCRIPTION
23.1 Consent of Independent Accountants
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