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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended April 30, 2002
Commission file number 1-12006
FINANCIAL FEDERAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0244792
(State of incorporation) (I.R.S. Employer Identification Number)
733 Third Avenue, New York, NY 10017
(Address of principal executive offices)
(Zip code)
(212) 599-8000
(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 3, 2002, 16,769,774 shares of Registrant's common stock, $.50 par
value, were outstanding.
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FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
Quarterly Report on Form 10-Q
for the quarter ended April 30, 2002
TABLE OF CONTENTS
Part I - Financial Information Page No.
-------------------------------------------------------------------- --------
Item 1 Financial Statements
Consolidated Balance Sheets at April 30, 2002 (unaudited)
and July 31, 2001 (audited) 3
Consolidated Statements of Income and Retained Earnings
for the three and nine months ended April 30, 2002 and
2001 (unaudited) 4
Consolidated Statements of Cash Flows for the nine months
ended April 30, 2002 and 2001 (unaudited) 5
Notes to Consolidated Financial Statements 6-7
Item 2 Management's Discussion and Analysis of Operations and
Financial Condition 7-10
Part II - Other Information
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Item 6 Exhibits and Reports on Form 8-K 10
Signatures 11
Effective June 6 2002, the Board of Directors of Financial Federal Corporation
("the Company") dismissed Arthur Andersen LLP ("Andersen") as the Company's
independent auditors and appointed KPMG LLP as the Company's new independent
auditors. The financial statements included in Item 1 herein have been
reviewed by Andersen. Historically, it had not been the practice of the
Company to obtain or Andersen to issue accountants' review reports in
connection with such reviews. Accordingly, an accountants' review report was
not issued at the time of completion of the aforementioned review. The audit
team that performed the review is no longer employed by Andersen and,
therefore, it is not possible for the Company to obtain such report.
2
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
April 30, July 31,
2002 * 2001
---------- ----------
ASSETS
Finance receivables $1,421,171 $1,321,226
Allowance for possible losses (23,582) (21,938)
---------- ----------
Finance receivables - net 1,397,589 1,299,288
Cash 9,183 10,251
Other assets 3,978 4,124
---------- ----------
TOTAL ASSETS $1,410,750 $1,313,663
========== ==========
LIABILITIES
Senior debt:
Long-term $602,879 $703,584
Short-term 399,266 228,014
Subordinated debt 93,478 93,485
Accrued interest, taxes and other liabilities 48,360 53,082
Deferred income taxes 29,887 29,087
---------- ----------
Total liabilities 1,173,870 1,107,252
---------- ----------
STOCKHOLDERS' EQUITY
Preferred stock - $1 par value, authorized 5,000,000 shares, none issued
Common stock - $.50 par value, authorized 100,000,000 shares; shares
issued and outstanding (net of 136,961 treasury shares): 16,757,174 at
April 30, 2002 and 16,540,329 at July 31, 2001 8,379 8,270
Additional paid-in capital 65,821 62,921
Retained earnings 162,680 135,220
---------- ----------
Total stockholders' equity 236,880 206,411
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,410,750 $1,313,663
========== ==========
* Unaudited
The notes to consolidated financial statements are made a part hereof.
3
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
AND RETAINED EARNINGS *
(Dollars in Thousands, Except Per Share Amounts)
Three Months Ended Nine Months Ended
April 30, April 30,
--------------------- ---------------------
2002 2001 2002 2001
-------- -------- -------- --------
Finance income $34,188 $34,825 $103,410 $102,678
Interest expense 11,852 15,886 38,485 48,981
-------- -------- -------- --------
Net finance income before provision for possible
losses on finance receivables 22,336 18,939 64,925 53,697
Provision for possible losses on finance receivables 1,400 1,300 4,025 3,550
-------- -------- -------- --------
Net finance income 20,936 17,639 60,900 50,147
Salaries and other expenses 5,414 4,517 15,609 12,481
-------- -------- -------- --------
Earnings before income taxes 15,522 13,122 45,291 37,666
Provision for income taxes 6,116 5,112 17,831 14,654
-------- -------- -------- --------
NET EARNINGS 9,406 8,010 27,460 23,012
Retained earnings - beginning of period 153,274 118,606 135,220 106,130
Acquisition of treasury shares -- -- -- (2,526)
-------- -------- -------- --------
RETAINED EARNINGS - END OF PERIOD $162,680 $126,616 $162,680 $126,616
======== ======== ======== ========
EARNINGS PER COMMON SHARE:
Diluted $0.50 $0.44 $1.48 $1.28
===== ===== ===== =====
Basic $0.56 $0.49 $1.65 $1.47
===== ===== ===== =====
* Unaudited
The notes to consolidated financial statements are made a part hereof.
4
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS *
(Dollars in Thousands)
Nine Months Ended April 30, 2002 2001
------------------------------------------------------------------- -------- --------
Cash flows from operating activities:
Net earnings $27,460 $23,012
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Provision for possible losses on finance receivables 4,025 3,550
Depreciation and amortization 9,854 6,680
Deferred income taxes 800 2,900
Decrease (increase) in other assets 145 (61)
Decrease in accrued interest, taxes and other liabilities (4,722) (5,824)
-------- --------
Net cash provided by operating activities 37,562 30,257
-------- --------
Cash flows from investing activities:
Finance receivables:
Originated (604,587) (533,454)
Collected 493,517 383,578
Other (323) (410)
-------- --------
Net cash used in investing activities (111,393) (150,286)
-------- --------
Cash flows from financing activities:
Commercial paper:
Maturities 90 days or less (net) 61,402 (195,846)
Maturities greater than 90 days:
Proceeds 43,712 123,014
Repayments (43,232) (118,462)
Bank borrowings - net proceeds (repayments) (38,060) 222,400
Proceeds from asset securitization financing 100,000 --
Proceeds from senior term notes 5,000 128,000
Repayments of senior term notes (55,000) (35,000)
Variable rate senior notes - net repayments (3,275) (1,146)
Proceeds from exercise of stock options 2,079 381
Proceeds from exercise of warrants -- 1,114
Other 137 114
-------- --------
Net cash provided by financing activities 72,763 124,569
-------- --------
NET (DECREASE) INCREASE IN CASH (1,068) 4,540
Cash - beginning of period 10,251 6,068
-------- --------
CASH - END OF PERIOD $9,183 $10,608
======== ========
Supplemental disclosures of cash flow information:
Interest paid $38,882 $44,460
======== ========
Income taxes paid $16,604 $14,784
======== ========
* Unaudited
The notes to consolidated financial statements are made a part hereof.
5
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
In the opinion of the management of Financial Federal Corporation and
Subsidiaries (the "Company"), the accompanying unaudited consolidated
financial statements contain all adjustments (consisting only of normal
recurring items) necessary to present fairly the financial position at April
30, 2002 and the results of operations and cash flows of the Company for the
three and nine month periods ended April 30, 2002 and 2001. These condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and note disclosures included in the
Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2001.
The consolidated results of operations for the three and nine month periods
ended April 30, 2002 and 2001 are not necessarily indicative of the results
for the respective full years.
NOTE 2 - DESCRIPTION OF BUSINESS
The Company is an independent financial services company providing
collateralized lending, financing and leasing services nationwide to primarily
middle-market commercial enterprises in the general construction, road and
infrastructure construction and repair, manufacturing, road transportation and
waste disposal industries. The Company lends against, finances and leases a
wide range of revenue-producing equipment such as cranes, earth movers,
machine tools, personnel lifts, trailers and trucks.
NOTE 3 - EARNINGS PER COMMON SHARE
Earnings per common share was calculated as follows (in thousands, except per
share amounts):
Three months ended Nine months ended
April 30, April 30,
------------------ -------------------
2002 2001 2002 2001
------- ------ ------- -------
Net earnings (used for basic earnings per share) $9,406 $8,010 $27,460 $23,012
Effect of convertible securities 710 707 2,168 2,160
------- ------ ------- -------
Adjusted net earnings (used for diluted earnings
per share) $10,116 $8,717 $29,628 $25,172
======= ====== ======= =======
Weighted average common shares outstanding
(used for basic earnings per share) 16,674 16,466 16,610 15,686
Effect of dilutive securities:
Convertible notes 3,024 3,024 3,024 3,024
Stock options and restricted stock 489 333 419 281
Warrants -- -- -- 725
------- ------ ------- -------
Adjusted weighted average common shares and
assumed conversions (used for diluted
earnings per share) 20,187 19,823 20,053 19,716
======= ====== ======= =======
Net earnings per common share - Diluted $0.50 $0.44 $1.48 $1.28
===== ===== ===== =====
Net earnings per common share - Basic $0.56 $0.49 $1.65 $1.47
===== ===== ===== =====
NOTE 4 - SENIOR DEBT
At April 30, 2002, the Company had $370.0 million of committed unsecured
revolving credit facilities with various banks including $195.0 million that
expire after April 30, 2003 and $175.0 million that expire before April 30,
2003. Long-term senior debt of $602.9 million at April 30, 2002 comprised
$280.0 million of term notes payable, $78.0 million of borrowings under credit
facilities that expire after April 30, 2003, $28.0 million of borrowings under
6
credit facilities that expire before April 30, 2003 and $89.0 million of
commercial paper that were supported by credit facilities that expire after
April 30, 2003 and $127.9 million of the asset securitization financings.
In December 2001, the Company completed its second asset securitization
financing transaction obtaining proceeds of $100.0 million. At April 30,
2002, the Company had $225.0 million of asset securitization financings
accounted for as secured borrowings that were included in senior debt in the
accompanying Consolidated Balance Sheet. The terms of both of the Company's
securitizations provide for committed revolving financing for a one year term
that, if not renewed prior to the current expiration date in December 2002,
can be converted into term debt at the Company's option. At April 30, 2002,
finance receivables in the accompanying Consolidated Balance Sheet included
$258.8 million of securitized receivables.
NOTE 5 - STOCKHOLDERS' EQUITY
In March 2002, the Company awarded 545,000 shares of restricted stock to
certain of its senior officers. The shares vest ratably over eight years from
the date granted.
PART I
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Comparison of three months ended April 30, 2002 to three months ended April
30 2001
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Finance income decreased by 2% to $34.2 million in the third quarter of fiscal
2002 from $34.8 million in the third quarter of fiscal 2001. The decrease was
primarily due to the decrease in the net yield of the Company's finance
receivables as a result of the sharp decline in market interest rates since
May 2001 and, to a lesser extent, an increase in the level of non-performing
assets in the third quarter of fiscal 2002 from the third quarter of fiscal
2001, offset by the 11%, or $144 million, increase in average finance
receivables outstanding to $1.407 billion in the third quarter of fiscal 2002
from $1.263 billion in the third quarter of fiscal 2001. Finance receivables
booked in the third quarter of fiscal 2002 and fiscal 2001 were $208 million
and $190 million, respectively.
Interest expense, incurred on borrowings used to fund finance receivables,
decreased by 25% to $11.9 million in the third quarter of fiscal 2002 from
$15.9 million in the third quarter of fiscal 2001. The decrease was primarily
due to the decrease in the Company's weighted average cost of borrowed funds
as a result of significantly lower average market interest rates in the third
quarter of fiscal 2002 as compared to the third quarter of fiscal 2001,
partially offset by the 10% increase in average debt outstanding in the third
quarter of fiscal 2002 from the third quarter of fiscal 2001.
Net finance income before provision for possible losses on finance receivables
increased by 18% to $22.3 million in the third quarter of fiscal 2002 from
$18.9 million in the third quarter of fiscal 2001. Net finance income before
provision for possible losses expressed as an annualized percentage of average
finance receivables outstanding ("net interest margin") increased to 6.5% in
the third quarter of fiscal 2002 from 6.2% in the third quarter of fiscal
2001. The increase was primarily due to the decline in market interest rates
from May 2001 since the Company's debt reprices faster than the Company's
finance receivables.
The provision for possible losses on finance receivables increased by 8% to
$1.4 million in the third quarter of fiscal 2002 from $1.3 million in the
third quarter of fiscal 2001. The provision for possible losses is determined
by the amount required to increase the allowance for possible losses to a
level that management considers appropriate. The allowance for possible losses
was $23.6 million, or 1.66% of finance receivables at April 30, 2002, compared
to $21.9 million, or 1.66% of finance receivables, at July 31, 2001 and $21.2
million, or 1.66% of finance receivables, at April 30, 2001. The allowance is
periodically reviewed by the Company's management and is estimated based on
total finance receivables, net credit losses incurred and management's current
assessments of the risks inherent in the Company's finance receivables from
national and regional economic conditions, industry conditions,
7
concentrations, the financial condition of counterparties and other factors.
The level of the allowance may need to be increased due to unexpected changes
in these factors.
Net credit losses (write-downs of finance receivables less subsequent
recoveries) were $841,000 and $586,000 in the third quarter of fiscal 2002 and
2001, respectively. Net credit losses expressed as an annualized percentage
of average finance receivables outstanding ("loss ratio") were 0.24% and 0.19%
in the third quarter of fiscal 2002 and 2001, respectively. Non-performing
assets (includes finance receivables classified as non-accrual and assets
received to satisfy finance receivables) were $49.5 million, or 3.5% of total
finance receivables, at April 30, 2002, compared to $34.4 million, or 2.6% of
total finance receivables, at July 31, 2001 and $28.8 million, or 2.2% of
total finance receivables, at April 30, 2001. Delinquent finance receivables
(transactions with a contractual payment more than 60 days past due) were
$42.3 million, or 3.0% of total finance receivables, at April 30, 2002,
compared to $24.8 million, or 1.9% of total finance receivables, at July 31,
2001 and $29.4 million, or 2.3% of total finance receivables, at April 30,
2001. Although the Company's non-performing assets, delinquent finance
receivables and net credit losses have increased, and could continue to
increase, their current and expected levels are below historical and current
industry standards.
Salaries and other expenses increased by 20% to $5.4 million in the third
quarter of fiscal 2002 from $4.5 million in the third quarter of fiscal 2001.
The increase was primarily due to the increase in the number of marketing and
administrative employees, salary increases and additional costs incurred
from the increased number of problem accounts in the third quarter of fiscal
2002 as compared to the third quarter of fiscal 2001.
Net earnings increased by 17% to $9.4 million in the third quarter of fiscal
2002 from $8.0 million in the third quarter of fiscal 2001. Diluted earnings
per share increased by 14% to $0.50 per share in the third quarter of fiscal
2002 from $0.44 per share in the third quarter of fiscal 2001 and basic
earnings per share increased by 14% to $0.56 per share in the third quarter of
fiscal 2002 from $0.49 per share in the third quarter of fiscal 2001. The
percentage increase in diluted earnings per share was lower than the
percentage increase in net earnings primarily due to the effect that the
convertible notes had on the diluted earnings per share calculation and the
25% increase in the average price of the Company's common stock in the third
quarter of fiscal 2002 from the third quarter of fiscal 2001. The percentage
increase in basic earnings per share was lower than the percentage increase in
net earnings primarily due to rounding and an increase in the number of shares
of the Company's outstanding common stock in the third quarter of fiscal 2002
from the third quarter of fiscal 2001 from stock option exercises.
Comparison of nine months ended April 30, 2002 to nine months ended April 30,
2001
------------------------------------------------------------------------------
Finance income increased by 1% to $103.4 million in the first nine months of
fiscal 2002 from $102.7 million in the first nine months of fiscal 2001. The
increase was primarily due to the 13%, or $152 million, increase in average
finance receivables outstanding to $1.366 billion in the first nine months of
fiscal 2002 from $1.214 billion in the first nine months of fiscal 2001 offset
by the decrease in the net yield of the Company's finance receivables as a
result of the sharp decline in market interest rates since January 2001 and,
to a lesser extent, an increase in the level of non-performing assets in the
first nine months of fiscal 2002 from the first nine months of fiscal 2001.
Finance receivables booked in the first nine months of fiscal 2002 and fiscal
2001 were $605 million and $533 million, respectively.
Interest expense, incurred on borrowings used to fund finance receivables,
decreased by 21% to $38.5 million in the first nine months of fiscal 2002 from
$49.0 million in the first nine months of fiscal 2001. The decrease was
primarily due to the decrease in the Company's weighted average cost of
borrowed funds as a result of significantly lower average market interest
rates in the first nine months of fiscal 2002 as compared to the first nine
months of fiscal 2001, partially offset by the 11% increase in average debt
outstanding in the first nine months of fiscal 2002 from the first nine months
of fiscal 2001.
Net finance income before provision for possible losses on finance receivables
increased by 21% to $64.9 million in the first nine months of fiscal 2002 from
$53.7 million in the first nine months of fiscal 2001. The net interest
margin was 6.4% in the first nine months of fiscal 2002 compared to 5.9% in
the first nine months of fiscal 2001. The increase was primarily due to the
decline in market interest rates from January 2001 since the Company's debt
reprices faster than the Company's finance receivables.
The provision for possible losses on finance receivables increased by 13% to
$4.0 million in the first nine months of fiscal 2002 from $3.6 million in the
first nine months of fiscal 2001. Net credit losses were $2.4 million and
8
$1.4 million in the first nine months of fiscal 2002 and 2001, respectively.
The loss ratio was 0.23% and 0.16% in the first nine months of fiscal 2002 and
2001, respectively.
Salaries and other expenses increased by 25% to $15.6 million in the first
nine months of fiscal 2002 from $12.5 million in the first nine months of
fiscal 2001. The increase was primarily due to the increase in the number of
marketing and administrative employees, salary increases and additional costs
incurred from the increased number of problem accounts in the first nine
months of fiscal 2002 as compared to the first nine months of fiscal 2001.
Net earnings increased by 19% to $27.5 million in the first nine months of
fiscal 2002 from $23.0 million in the first nine months of fiscal 2001.
Diluted earnings per share increased by 16% to $1.48 per share in the first
nine months of fiscal 2002 from $1.28 per share in the first nine months of
fiscal 2001 and basic earnings per share increased by 12% to $1.65 per share
in the first nine months of fiscal 2002 from $1.47 per share in the first nine
months of fiscal 2001. The percentage increase in diluted earnings per share
was lower than the percentage increase in net earnings primarily due to the
effect that the convertible notes had on the diluted earnings per share
calculation and the 22% increase in the average price of the Company's common
stock in the first nine months of fiscal 2002 from the first nine months of
fiscal 2001. The percentage increase in basic earnings per share was lower
than the percentage increase in net earnings primarily due to the increase in
the number of outstanding shares of the Company's common stock resulting from
the exercise of 1.6 million warrants in the second quarter of fiscal 2001.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations and growth are dependent upon the continued
availability of funds that are needed to originate or acquire finance
receivables and to purchase portfolios of finance receivables. The Company
may obtain required funds from a variety of sources, including operating cash
flow, dealer placed and directly issued commercial paper, borrowings under
committed unsecured revolving credit facilities, private and public issuances
of term debt, conduit and term securitizations of finance receivables and
sales of common and preferred equity. Management believes that the Company's
sources of liquidity are well diversified. As such, the Company is not
dependent on any single funding source or on any single credit provider.
Management believes, but cannot assure, that sufficient liquidity is available
to the Company to support its future operations and growth.
The Company's commercial paper is rated "F-2" by Fitch, Inc. ("Fitch") and the
Company's senior term notes are rated "BBB" by Fitch. These credit ratings
provide the Company with greater access to capital markets. Fitch has
recently reported that its ratings outlook for the Company is stable.
The Company issues investment grade commercial paper directly and through a
$350.0 million program with recognized dealers. Commercial paper outstanding
at April 30, 2002 was $205.7 million. The Company's commercial paper is
unsecured and matures within 270 days. Increases in commercial paper are
generally offset by decreases in bank and other borrowings, and vice versa.
The Company's current policy is to maintain committed revolving credit
facilities from banks so that the aggregate amount available thereunder
exceeds commercial paper outstanding.
At April 30, 2002, the Company had $370.0 million of committed unsecured
revolving credit facilities with various banks including $195.0 million that
expire after one year and $175.0 million that expire within one year. At
April 30, 2002, the Company had $78.0 million of borrowings outstanding under
credit facilities expiring after one year and $28.0 million of borrowings
outstanding under credit facilities expiring within one year.
In December 2001, the Company completed its second asset securitization
financing transaction obtaining proceeds of $100.0 million. The Company used
the proceeds to repay borrowings under bank credit facilities. At April 30,
2002, the Company had $225.0 million of asset securitization financings
accounted for as secured borrowings that were included in senior debt in the
accompanying Consolidated Balance Sheet. The terms of both of the Company's
securitizations provide for committed revolving financing for a one year term
that, if not renewed prior to the current expiration date in December 2002,
can be converted into term debt at the Company's option.
In September 2001, the Company repaid $55.0 million of term debt at maturity
with the proceeds from additional borrowings under bank credit facilities.
9
FORWARD-LOOKING STATEMENTS
Certain statements in this document may include the words or phrases "can be,"
"expects," "may affect," "may depend," "believe," "estimate," "intend,"
"could," and similar words and phrases that constitute "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. Forward-looking
statements are subject to various known and unknown risks and uncertainties
and the Company cautions you that any forward-looking information provided by
or on its behalf is not a guarantee of future performance. The Company's
actual results could differ materially from those anticipated by such forward-
looking statements due to a number of factors, some of which are beyond the
Company's control, including, without limitation, (i) the ability to obtain
funding on acceptable terms, (ii) changes in the risks inherent in the
Company's receivables portfolio and the adequacy of the Company's reserves,
(iii) changes in market interest rates, (iv) changes in economic, financial,
and market conditions, (v) changes in competitive conditions and (vi) the loss
of key executives or other personnel. Forward-looking statements apply only
as of the date made and the Company is not required to update forward-looking
statements for subsequent or unanticipated events or circumstances.
PART II
Item 6
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
10.30 Form of Restricted Stock Agreement between the Registrant
and its Chief Executive Officer
10.31 Form of Restricted Stock Agreement between the Registrant
and certain of its senior officers
(b) Reports on Form 8-K
The Company filed on a report on Form 8-K dated June 6, 2002
reporting, under Item 4, the announcement of the appointment of
KPMG LLP as the Company's independent auditors.
10
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.
FINANCIAL FEDERAL CORPORATION
-----------------------------
(Registrant)
By: /s/ Steven F. Groth
-----------------------------
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
By: /s/ David H. Hamm
-----------------------------
Vice President and Controller
(Principal Accounting Officer)
June 13, 2002
-----------------
(Date)
11
INDEX TO EXHIBITS
Exhibit No. Exhibits
----------- ---------------------------------------------------------------
10.30 Form of Restricted Stock Agreement between the Registrant and
its Chief Executive Officer
10.31 Form of Restricted Stock Agreement between the Registrant and
certain of its senior officers
12