UNITED STATESSECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
(Mark One)
For the quarterly period ended June 30, 2002
OR
For the transition period from _________ to _________
Commission file number: 0-20540
ON ASSIGNMENT, INC.
26651 West Agoura Road, Calabasas, CA 91302(Address of principal executive offices)(Zip Code)
(818) 878-7900(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
At June 30, 2002, the total number of outstanding shares of the Company’s Common Stock ($0.01 par value) was 26,888,097.
TABLE OF CONTENTS
Index
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PART I — FINANCIAL INFORMATION
Item 1 — Consolidated Financial Statements
ON ASSIGNMENT, INC.CONSOLIDATED BALANCE SHEETS
See accompanying Notes to Consolidated Financial Statements
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ON ASSIGNMENT, INC.CONSOLIDATED BALANCE SHEETS (continued)
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ON ASSIGNMENT, INC.CONSOLIDATED STATEMENTS OF INCOME
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
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ON ASSIGNMENT, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS
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ON ASSIGNMENT, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
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ON ASSIGNMENT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (UNAUDITED)
1. The accompanying consolidated financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). This Report on Form 10-Q should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2001. Certain information and footnote disclosures which are normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to SEC rules and regulations. The information reflects all normal and recurring adjustments which, in the opinion of the Company’s management, are necessary for a fair presentation of the financial position of the Company and its results of operations for the interim periods set forth herein. The results for the three months or six months ended June 30, 2002 are not necessarily indicative of the results to be expected for the full year or any other period.
2. Statement of Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” is effective for all fiscal years beginning after June 15, 2000. SFAS No. 133, as amended, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. Under SFAS No. 133, certain contracts that were not formerly considered derivatives may now meet the definition of a derivative. The Company adopted SFAS No. 133 effective January 1, 2001. The adoption of SFAS No. 133 did not have an impact on the financial position, results of operations, or cash flows of the Company.
3. The consolidated financial statements include the accounts of the Company and its wholly-owned domestic and foreign subsidiaries. All significant intercompany accounts and transactions have been eliminated.
4. Accounts receivable are stated net of an allowance for doubtful accounts of $2,255,000 and $1,667,000 at June 30, 2002 and December 31, 2001, respectively.
5. Office furniture, equipment and leasehold improvements are stated net of accumulated depreciation and amortization of $4,666,000 and $4,686,000 at June 30, 2002 and December 31, 2001, respectively.
In August 2001, the FASB issued SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”. SFAS No. 144 addresses the financial accounting and reporting issues for the impairment or disposal of long-lived assets. This statement supersedes SFAS No. 121 but retains the fundamental provisions for (a) recognition/measurement of impairment of long-lived assets to be held and used and (b) measurement of long-lived assets to be disposed of by sales. It is effective for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years. The Company adopted SFAS No. 144 on January 1, 2002 and it did not have a significant impact on its financial statements.
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ON ASSIGNMENT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (UNAUDITED) (continued)
6. In June 2001, the Financial Accounting Standards Board issued Statement No. 141 (SFAS No. 141), “Business Combinations,” and Statement No. 142 (SFAS No. 142), “Goodwill and Other Intangible Assets”. The adoption of SFAS No. 141 as of July 1, 2001 did not have a material impact on the Company’s financial statements. SFAS No. 142 includes requirements to test goodwill and indefinite lived intangible assets for impairment rather than amortize them. The Company adopted SFAS No. 142 as of January 1, 2002. The Company completed the transitional test of goodwill and indefinite lived intangible assets during the second quarter of 2002. Based on the results of this test, the Company determined that there was no impairment of goodwill or indefinite lived intangible assets as of June 30, 2002.
As of June 30, 2002 and December 31, 2001, the Company had the following acquired intangible assets:
Amortization expense for intangible assets subject to amortization was $918,000 and $1,000 for the six months ended June 30, 2002 and 2001, respectively. Estimated annual amortization for the years ended December 31, 2002 through December 31, 2006 is $3.3 million, $4.0 million, $3.1 million, $2.5 million and $2.1 million, respectively.
Goodwill represents the excess of the purchase price over the fair value of the net assets acquired. Goodwill is stated net of accumulated amortization of $637,000 at June 30, 2002 and December 31,
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2001 and is all related to the healthcare staffing segment. The changes in the carrying amount of goodwill for the six months ended June 30, 2002, are as follows:
A reconciliation of reported net income to net income adjusted to reflect the adoption of SFAS No.142 is as follows:
7. Revenue from temporary assignments, net of credits and discounts, is recognized when earned, based on hours worked by the Company’s temporary professionals on a weekly basis. Permanent placement fees are recognized when earned, upon conversion of a temporary professional to a client’s regular employee.
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8. The following summarizes long-term debt outstanding at June 30, 2002:
Additionally, the Company had a $4,500,000 revolving line of credit with First Southwestern Bank of Southwest Ohio. Borrowings totaled $2,731,000 at June 30, 2002 and the interest rate was the prime rate. The line of credit expired on July 13, 2002 and was collateralized by a security interest in all the assets of Health Personnel Options Corporation.
9. At June 30, 2002 and December 31, 2001, common stock, at a par value of $0.01 per share, consisted of 75,000,000 shares authorized and 26,755,075 and 22,652,766 shares issued and outstanding net of 1,133,500 treasury shares (Note 10), respectively. (See Note 13 regarding common stock issued in connection with the acquisition of Health Personnel Options Corporation.)
10. On June 15, 2001, the Board of Directors authorized the Company to repurchase up to 10 percent of its outstanding shares of common stock in addition to 660,000 shares previously repurchased for a total of 2,941,000 shares of common stock. At June 30, 2002 and December 31, 2001, the Company had repurchased 1,133,500 shares of its common stock at a total cost of $15,310,000. The Company has authorization to repurchase an additional 1,807,500 shares.
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11. The following is a reconciliation of the shares used to compute basic and diluted earnings per share:
Anti-dilutive options excluded from the computation of diluted earnings per share totaled 651,305 shares and 654,897 shares for the three months ended June 30, 2002 and 2001, respectively, and 601,962 shares and 597,783 shares for the six months ended June 30, 2002 and 2001, respectively.
12. Indicated below is the information required to comply with SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information.
The Company has two reportable operating segments: Lab Support and Healthcare Staffing. The Lab Support segment provides temporary and permanent placement services of laboratory and scientific professionals to the biotechnology, pharmaceutical, food and beverage and chemical industries. The Healthcare Staffing segment includes the combined results of Healthcare Financial Staffing, Clinical Lab Staff, Diagnostic Imaging Staff and Health Personnel Options because they have similar economic characteristics. The Healthcare Staffing segment provides temporary and permanent placement services of medical billing and collection professionals, laboratory and medical staffing personnel and traveling nurses, laboratory, radiology and respiratory personnel to the healthcare industry.
The Company’s management evaluates performance of each segment primarily based on revenues and operating income (before acquisition costs, interest and income taxes). The information in the following table is derived directly from the segments’ internal financial reporting used for corporate management purposes. Certain corporate expenses have not been allocated to and/or among the operating segments.
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The following table represents revenues, gross profit and operating income by operating segment:
The Company does not report total assets by segment. The following table represents Gross Accounts Receivable by business segment:
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The Company operates internationally, with operations in the United States, Canada and Europe. The following table represents revenues and long lived assets by geographic location:
13. On April 19, 2002, the Company acquired Health Personnel Options Corporation (“HPO”), which provides travel healthcare staffing services including nurses and other allied healthcare professionals. HPO operates the nurse travel and Allied Travel divisions out of its headquarters in Cincinnati, Ohio.
The total purchase price was $143,234,000, consisting of the sum of $64,043,000 in cash paid to the shareholders, debt assumed of $5,729,000, the issuance of 3,768,978 shares of the Company’s common stock valued at $70,834,000 and $2,628,000 of transaction related costs. The Agreement and Plan of Merger also provides for additional consideration, or earn-out provision, upon HPO meeting certain revenue goals. The earn-out provision is a maximum of $5,000,000 consisting of $2,500,000 in cash and 133,022 shares of common stock valued at $2,500,000, currently held in escrow, to be returned to the Company if the revenues of certain operations conducted by HPO do not meet or exceed specified target revenue amounts for the calendar year 2002. The transaction has been accounted for in accordance with SFAS No. 141 and, accordingly, the results of operations of HPO have been included with those of the Company since the date of acquisition. The operations of HPO are reported in the Company’s Healthcare Staffing segment. The initial purchase price has been allocated to assets and liabilities based on an initial estimate of fair value as of the date of acquisition, however, the valuation of certain items, such as workers’ compensation liability, provision for income taxes, sales and use tax liabilities and certain other assets remain preliminary and are subject to adjustment. Based on the allocation of initial purchase price over the net assets acquired, goodwill of approximately $118,168,000 was recorded.
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The following unaudited proforma financial information for the three and six months ended June 30, 2002 and 2001 assumes the HPO acquisition occurred as of the beginning of the respective periods, after giving effect to certain adjustments. The proforma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations that may occur in the future or that would have occurred had the acquisition of HPO been effected on the dates indicated.
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Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words “believes,” “anticipates,” “plans,” “expects,” “intends” and similar expressions are intended to identify forward-looking statements. The Company’s actual results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, the Company’s ability to attract, train and retain qualified staffing consultants and temporary professionals in the laboratory and scientific, medical billing and collections, clinical laboratory and medical staffing fields, management of growth, risks inherent in expansion into new international markets and new professions, the integration of acquired operations, including Health Personnel Options Corporation, and other risks discussed in “Risk Factors That May Affect Future Results” in Item 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, as well as those discussed elsewhere in this Report and from time to time in the Company’s other reports filed with the Securities and Exchange Commission. All forward-looking statements in this document are based on information available to the Company as of the date hereof and the Company assumes no obligation to update any such forward-looking statements.
The following table summarizes, for the periods indicated, selected statements of operations data expressed as a percentage of revenues:
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CHANGES IN RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001 (continued)
Revenues — Revenues increased $17,926,000 or 36.1 percent from $49,674,000 for the three months ended June 30, 2001, to $67,600,000 for the three months ended June 30, 2002. Revenue from the acquisition of Health Personnel Options (HPO) was $27,566,000 for the period April 19, 2002 through June 30, 2002. Excluding the effect of the HPO acquisition, revenue decreased 19.4 percent or $9,640,000.
Lab Support segment’s revenues decreased by $7,632,000 or 21.2 percent from $35,999,000 for the three months ended June 30, 2001, to $28,367,000 for the three months ended June 30, 2002. The decrease in revenue was primarily attributable to a 21.2 percent decrease in the average number of temporary professionals on assignment and a 39.0 percent decrease in conversion fee revenue from $1,045,000 for the three months ended June 30, 2001 to $637,000 for the three months ended June 30, 2002. This decrease was partially offset by a 1.2 percent increase in average billing rates in the 2002 period. The Company expects revenue for the Lab Support segment to remain relatively flat for the remainder of the year.
Healthcare Staffing segment’s revenues increased $25,558,000 or 186.9 percent from $13,675,000 for the three months ended June 30, 2001, to $39,233,000 for the three months ended June 30, 2002. Revenue from the acquisition of HPO was $27,566,000 for the period April 19, 2002 through June 30, 2002. Excluding the effect of the HPO acquisition, revenue decreased 14.7 percent from $13,675,000 for the three months ended June 30, 2001 to $11,667,000 for the three months ended June 30, 2002. This decrease in revenue was primarily attributable to a 18.5 percent decrease in the average number of temporary professionals on assignment partially offset by a 104.1 percent increase in conversion fee revenue from $98,000 for the three months ended June 30, 2001 to $200,000 for the three months ended June 30, 2002 and a 1.8 percent increase in average billing rates in the 2002 period.
Cost of Services — Cost of services consists of temporary professionals compensation, payroll taxes, benefits, housing expenses, travel expenses and other employment-related expenses. Cost of services increased $13,834,000 or 41.2 percent from $33,609,000 for the three months ended June 30, 2001, to $47,443,000 for the three months ended June 30, 2002. Cost of services from the HPO acquisition was $20,489,000. Excluding the effect of the HPO acquisition, cost of services decreased 19.8 percent or $6,655,000, from $33,609,000 for the 2001 period to $26,954,000 for the 2002 period. The cost of services as a percentage of revenues increased by 2.5 percent from 67.7 percent in the 2001 period to 70.2 percent in the 2002 period. The Lab Support segment’s cost of services as a percentage of segment revenues increased by 0.2 percent from 67.4 percent in the 2001 period to 67.6 percent in the 2002 period. The Healthcare Staffing segment’s cost of services as a percentage of segment revenues increased by 3.6 percent from 68.5 percent in the 2001 period to 72.1 percent in the 2002 period. This increase was primarily attributable to a 10.7 percent increase in HPO travel related expenses, partially offset by a 5.8 percent decrease in temporary professionals compensation and payroll taxes, a 0.9 percent decrease in employer paid benefits and a 0.4 percent decrease in workers’ compensation expense.
Selling, General and Administrative Expenses — Selling, general and administrative expenses include the costs associated with the Company’s network of staffing consultants and branch offices, including
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staffing consultant compensation, rent, other office expenses and advertising for temporary professionals, and corporate office expenses, such as the salaries of corporate operations and support personnel, staffing consultants recruiting and training expenses, corporate advertising and promotion, rent and other general and administrative expenses. Selling, general and administrative expenses increased $4,347,000 or 45.2 percent from $9,613,000 for the three months ended June 30, 2001, to $13,960,000 for the three months ended June 30, 2002. Selling, general and administrative expense from the HPO acquisition was $4,405,000 for the period April 19, 2002 through June 30, 2002. Excluding the effect of the HPO acquisition, selling, general and administrative expense decreased 0.6 percent or $58,000, from $9,613,000 for the 2001 period to $9,555,000 for the 2002 period. Selling, general and administrative expense as a percentage of revenues increased from 19.4 percent in the 2001 period to 20.7 percent in the 2002 period primarily due to fixed operating expenses, particularly occupancy costs.
Interest Income — Interest income, net decreased 87.6 percent from $692,000 for the three months ended June 30, 2001, to $86,000 for the three months ended June 30, 2002. This decrease was primarily the result of lower interest rate yields earned during the 2002 period on lower interest bearing cash equivalent account balances and interest expense incurred as a result of debt acquired in the HPO acquisition.
Provision for Income Taxes — Provision for income taxes decreased 8.8 percent from $2,641,000 for the three months ended June 30, 2001, to $2,409,000 for the three months ended June 30, 2002. The Company’s effective tax rate increased from 37.0 percent in the 2001 period to 38.3 percent in the 2002 period. The increase in the effective tax rate was primarily due to a lower amount of tax free interest income in the 2002 period.
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CHANGES IN RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
Revenues — Revenues increased $8,856,000 or 8.8 percent from $100,855,000 for the six months ended June 30, 2001, to $109,711,000 for the six months ended June 30, 2002. Revenue from the acquisition of Health Personnel Options (HPO) was $27,566,000 for the period April 19, 2002 through June 30, 2002. Excluding the effect of the HPO acquisition, revenue decreased 18.6 percent or $18,710,000.
Lab Support segment’s revenues decreased $14,965,000 or 20.5 percent from $72,840,000 for the six months ended June 30, 2001, to $57,875,000 for the six months ended June 30, 2002. The decrease in revenue was primarily attributable to a 20.4 percent decrease in the average number of temporary professionals on assignment and a 31.2 percent decrease in conversion fee revenue from $1,986,000 for the six months ended June 30, 2001 to $1,366,000 for the six months ended June 30, 2002. This decrease was partially offset by a 1.2 percent increase in average billing rates in the 2002 period.
Healthcare Staffing segment’s revenues increased by $23,821,000 or 85.0 percent from $28,015,000 for the six months ended June 30, 2001 to $51,836,000 for the six months ended June 30, 2002. Revenue from the acquisition of HPO was $27,566,000 for the period April 19, 2002 through June 30, 2002. Excluding the effect of the HPO acquisition, revenue decreased 13.4 percent from $28,015,000 for the six months ended June 30, 2001 to $24,270,000 for the six months ended June 30, 2002. This decrease in revenue was primarily attributable to a 17.9 percent decrease in the average number of temporary professionals on assignment partially offset by a 64.5 percent increase in conversion fee revenue from $242,000 for the six months ended June 30, 2001 to $398,000 for the six months ended June 30, 2002 and a 2.7 percent increase in average billing rates in the 2002 period.
Cost of Services — Cost of services consists of temporary professionals compensation, payroll taxes, benefits, housing expense, travel expense and other employment related expenses. Cost of services increased $7,944,000 or 11.7 percent from $68,064,000 for the six months ended June 30, 2001, to $76,008,000 for the six months ended June 30, 2002. Cost of services from the HPO acquisition was $20,489,000 for the period April 19, 2002 through June 30, 2002. Excluding the effect of the HPO acquisition, cost of services decreased 18.4 percent or $12,545,000 from $68,064,000 for the 2001 period to $55,519,000 for the 2002 period. The cost of services as a percentage of revenues increased by 1.8 percent from 67.5 percent in the 2001 period to 69.3 percent in the 2002 period. The Lab Support segment’s cost of services as a percentage of segment revenues increased by 0.5 percent from 67.2 percent in the 2001 period to 67.7 percent in the 2002 period. The Healthcare Staffing segment’s cost of services as a percentage of segment revenues increased by 2.8 percent from 68.2 percent in the 2001 period to 71.0 percent in the 2002 period. This increase was primarily attributable to a 8.1 percent increase in HPO travel-related expenses partially offset by a 4.6 percent decrease in temporary professionals compensation and payroll taxes, a 0.5 percent decrease in employer paid benefits and a 0.2 percent decrease in workers’ compensation expense.
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CHANGES IN RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (continued)
Selling, General and Administrative Expenses — Selling, general and administrative expenses include the costs associated with the Company’s network of staffing consultants and branch offices, including staffing consultants compensation, rent, other office expenses and advertising for temporary professionals, and corporate office expenses, such as the salaries of corporate operations and support personnel, staffing consultants recruiting and training expenses, corporate advertising and promotion, rent and other general and administrative expenses. Selling, general and administrative expenses increased $3,764,000 or 19.3 percent from $19,532,000 for the six months ended June 30, 2001, to $23,296,000 for the six months ended June 30, 2002. Selling, general and administrative expense from the HPO acquisition was $4,405,000 for the period April 19, 2002 through June 30, 2002. Excluding the effect of the HPO acquisition, selling, general and administrative expense decreased 3.3 percent or $641,000. Selling, general and administrative expense as a percentage of revenues increased from 19.4 percent, from $19,532,000 for the 2001 period to $23,296,000 for the 2002 period, in the 2001 period to 21.2 percent in the 2002 period primarily due to fixed operating expenses, particularly occupancy costs used in the calculation against declining revenue figures.
Interest Income — Interest income, net decreased 64.6 percent from $1,499,000 for the six months ended June 30, 2001, to $530,000 for the six months ended June 30, 2002. This decrease was primarily the result of lower interest rate yields earned during the 2002 period on lower interest bearing cash equivalent account balances and interest expense incurred as a result of debt acquired in the HPO acquisition.
Provision for Income Taxes — Provision for income taxes decreased 22.8 percent from $5,429,000 for the six months ended June 30, 2001, to $4,193,000 for the six months ended June 30, 2002. The Company’s effective tax rate increased from 36.8 percent in the 2001 period to 38.3 percent in the 2002 period. The increase in the effective tax rate was primarily due to a lower amount of tax free interest income in the 2002 period.
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LIQUIDITY AND CAPITAL RESOURCES:
The change in the Company’s liquidity during the six months ended June 30, 2002 is the net effect of funds generated by operations, funds generated from financing activities (primarily funds raised through employee stock purchases and borrowings on the Company’s line of credit) offset by funds used in investing activities, primarily funds used for the acquisition of Health Personnel Options (HPO) (See Note 13 of the Notes to Consolidated Financial Statements). For the six months ended June 30, 2002, the Company generated $5,078,000 from operations, generated $7,536,000 from financing activities and used $44,082,000 for investing activities.
The Company’s working capital at June 30, 2002 was $55,575,000, including $34,511,000 in cash and cash equivalents. The Company’s working capital requirements consist primarily of the financing of accounts receivables and debt service on the current portion of its long-term debt. The long-term debt was assumed by the Company in its acquisition of HPO. The Company repaid all bank debt outstanding at June 30, 2002 in July 2002. While there can be no assurances in this regard, the Company expects that internally-generated cash together with its borrowing ability will be sufficient to support the working capital needs of the Company and other obligations on both a short and long-term basis.
RECENT ACCOUNTING PRONOUNCEMENTS:
In June 2001, the Financial Accounting Standards Board issued Statement No. 141 (SFAS No. 141), “Business Combinations,” and Statement No. 142 (SFAS No. 142), “Goodwill and Other Intangible Assets”. The adoption of SFAS No. 141 as of July 1, 2001 did not have a material impact on the Company’s financial statements. SFAS No. 142 includes requirements to test goodwill and indefinite lived intangible assets for impairment rather than amortize them. The Company has adopted SFAS No. 142 on January 1, 2002. The Company completed the transitional test of goodwill and indefinite lived intangible assets during the second quarter of 2002. Based on the results of this test, the Company determined that there was no impairment of goodwill or indefinite lived intangible assets as of June 30, 2002.
CRITICAL ACCOUNTING POLICIES:
There have been no changes to the Company’s Critical Accounting Policies as previously discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.
COMMERCIAL COMMITMENTS:
The Company is currently implementing a PeopleSoft enterprise information technology system. The Company expects to incur $4 million to $5 million in capital expenditures over the next 16 months for this project.
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Item 3 — Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to certain market risks arising from transactions in the normal course of business, principally risks associated with interest rate and foreign currency fluctuations. The Company is exposed to interest rate risk from its held to maturity investments and long-term debt. With respect to its investments, the interest rate risk is immaterial due to the short maturity of those investments. With respect to the long term debt, the interest rate risk is immaterial because the Company repaid, a significant portion of the outstanding debt subsequent to June 30, 2002. The Company is exposed to foreign currency risk from the translation of foreign operations into U.S. dollars. Based on the relative size and nature of its foreign operations, the Company does not believe that a ten percent change in foreign currencies would have a material impact on its financial statements.
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PART II — OTHER INFORMATION
Item 4 — Submission of Matters to a Vote of Security Holders
The Company’s 2002 Annual Meeting of stockholders was held on June 18, 2002 pursuant to notice given to stockholders of record on April 22, 2002.
At the Annual Meeting, the following individuals were elected to the Board of Directors of the Company for a term expiring in 2005:
The following individual’s terms of office as directors continued after the Annual Meeting:
At the Annual Meeting, the stockholders ratified the appointment of Deloitte & Touche as the Company’s independent public accountants for the fiscal year ending December 31, 2002. The holders of 20,415,915 shares of common stock voted in favor of the ratification, the holders of 261,319 shares voted against, and the holders of 4,240 shares abstained.
Item 6 — Exhibits and Reports on Form 8-K
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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