<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended September 29, 2000
Commission File Number 1-14182
TB WOOD'S CORPORATION
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(Exact Name of registrant as specified in its charter)
DELAWARE 25-1771145
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(State or other Jurisdiction of (IRS Employer
Incorporation of Organization) Identification Number)
440 North Fifth Avenue, Chambersburg, PA 17201
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(Address of principal executive offices) (Zip Code)
(717) 264-7161
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(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 ____
Number of shares outstanding of the issuer's Common Stock:
Class Outstanding at September 29, 2000
---------------------------- ---------------------------------
Common Stock, $.01 par value 5,460,883
1
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Table of Contents
Part I. - Financial Information Page No.
------------------------------- --------
Condensed Consolidated Balance Sheets -
September 29, 2000 and December 31, 1999 3
Condensed Consolidated Statements of Operations -
For the Third Quarters Ended September 29, 2000
and October 1, 1999 4
Condensed Consolidated Statements of Cash Flows -
For Periods Ended September 29, 2000 and
October 1, 1999 5
Notes to Condensed Consolidated Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Part II. - Other Information 12
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2
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Part I.-Financial Information
Item 1. Financial Statements
TB Wood's Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
Unaudited
Sept. 29, December 31,
(in thousands, except per share and share amounts) 2000 1999
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents.......................................................... $ 1,447 $ 1,245
Accounts receivable, less allowances for doubtful accounts, discounts, and
claims of $573 at September 29, 2000 and $402 at December 31, 1999............... 18,624 18,593
Inventories........................................................................ 32,311 34,160
Other current assets............................................................... 2,060 1,834
-------- --------
Total current assets.......................................................... 54,442 55,832
-------- --------
Property, plant, and equipment..................................................... 68,800 63,933
Less accumulated depreciation...................................................... 35,915 32,326
-------- --------
Net property, plant and equipment.............................................. 32,885 31,607
-------- --------
Other Assets:
Deferred income taxes.............................................................. 3,542 3,454
Goodwill, net of accumulated amortization of $1,050 at September 29,
2000 and $867 at December 31, 1999............................................... 9,621 9,805
Other.............................................................................. 1,992 2,168
-------- --------
Total other assets............................................................ 15,155 15,427
-------- --------
TOTAL ASSETS....................................................................... $102,482 $102,866
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt............................................... $ 273 $ 273
Accounts payable................................................................... 6,519 12,407
Checks outstanding................................................................. 2,381 1,003
Accrued expenses................................................................... 8,717 7,935
Deferred income taxes.............................................................. 1,309 1,034
-------- --------
Total current liabilities..................................................... 19,199 22,652
-------- --------
Long-term debt, less current maturities............................................ 37,343 36,651
-------- --------
Postretirement benefit obligation, less current portion............................ 14,494 15,134
-------- --------
Minority interest.................................................................. 1,303 737
-------- --------
Shareholders' Equity:
Preferred stock, $.01 par value; 5,000,000 shares authorized,
no shares issued or outstanding.................................................. -- --
Common stock, $.01 par value; 40,000,000 shares authorized,
5,887,698 shares issued and 5,460,883 and 5,465,814
shares outstanding at September 29, 2000 and December 31, 1999,
respectively..................................................................... 59 59
Treasury Stock, at cost............................................................ (4,123) (3,811)
Additional paid-in capital......................................................... 29,086 29,086
Retained Earnings.................................................................. 7,512 4,001
Other comprehensive income......................................................... (2,391) (1,643)
-------- --------
Total shareholders' equity.................................................... 30,143 27,692
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY......................................... $102,482 $102,866
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
TB Wood's Corporation and Subsidiaries
Condensed Consolidated Statements of Operations
<TABLE>
<CAPTION>
Unaudited Unaudited
Third Quarter Ended Year to Date
Sept. 29, Oct. 1, Sept. 29, Oct. 1,
(in thousands, except share and per share amounts) 2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Sales.................................................. $31,944 $32,293 $101,131 $93,074
Cost of sales.............................................. 21,140 20,757 65,637 59,941
------- ------- -------- -------
Gross Profit............................................. 10,804 11,536 35,494 33,133
Selling, general and administrative expenses............... 7,573 8,186 24,641 24,225
------- ------- -------- -------
Operating income, before minority interest............... 3,231 3,350 10,853 8,908
------- ------- -------- -------
Minority interest.......................................... 388 412 1,242 412
------- ------- -------- -------
Operating income, after minority interest.................. 2,843 2,938 9,611 8,496
Other expense:
Interest expense and other finance charges............... (807) (482) (2,214) (1,453)
Other, net............................................... 87 (58) 38 (555)
------- ------- -------- -------
Other expense, net..................................... (720) (540) (2,176) (2,008)
------- ------- -------- -------
Income before provision for income taxes................... 2,123 2,398 7,435 6,488
------- ------- -------- -------
Provision for income taxes................................. 755 903 2,790 2,530
------- ------- -------- -------
Net income................................................. $1,368 $ 1,495 $4,645 $3,958
======= ======= ======== =======
Per share of common stock:
Basic net income per common share.......................... $0.25 $0.25 $0.85 $0.67
======= ======= ======== =======
Weighted average shares of common stock.................... 5,476 5,892 5,473 5,905
======= ======= ======== =======
Diluted net income per common share........................ $0.25 $0.25 $0.85 $0.67
======= ======= ======== =======
Diluted weighted average shares of common stock and
equivalents outstanding.................................. 5,480 5,906 5,475 5,920
======= ======= ======== =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
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TB Wood's Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Unaudited
Year to Date
Sept. 29, Oct. 1
(in thousands) 2000 1999
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income.......................................................................... $4,645 $3,958
------- ------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization.................................................. 4,043 3,383
Change in deferred income taxes, net........................................... 187 (125)
Stock option compensation and employee stock benefit expense................... 298 292
Minority interest.............................................................. 1,242 412
Net loss (gain) on sale of assets.............................................. 23 (98)
Changes in working capital:
Accounts receivable, net.................................................... (31) (1,646)
Inventories, net............................................................ 1,849 (1,179)
Other current assets........................................................ (226) (638)
Accounts payable............................................................ (5,888) 4,577
Accrued and other liabilities............................................... 346 137
------- ------
Total adjustments.................................................... 1,843 5,115
------- ------
Net cash provided by operating activities............................ 6,488 9,073
------- ------
Cash Flows from Investing Activities:
Capital expenditures................................................................ (5,518) (6,276)
Proceeds from sale of fixed assets.................................................. 10 791
Other, net.......................................................................... 194 (464)
------- ------
Net cash used in investing activities.......................................... (5,314) (5,949)
------- ------
Cash Flows from Financing Activities:
Change in checks outstanding........................................................ 1,378 (478)
(Repayments)/proceeds of other long-term debt, net.................................. (337) 2,653
Proceeds from revolving credit facility............................................. 34,300 29,600
Repayments of revolving credit facility............................................. (33,400) (31,200)
Payment of dividends................................................................ (1,475) (1,590)
Treasury Stock...................................................................... (312) 69
Other............................................................................... (378) (1,001)
------- ------
Net cash provided by financing activities...................................... (224) (1,947)
------- ------
Effect of changes in foreign exchange rates......................................... (748) (626)
------- ------
Net increase in cash and cash equivalents........................................... 202 551
Cash and cash equivalents at beginning of period.................................... 1,245 2,521
------- ------
Cash and cash equivalents at end of period.......................................... $1,447 $3,072
======= ======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
TB Wood's Corporation and Subsidiaries
Notes To Condensed Consolidated Financial Statements
(in thousands, except per share amounts)
1. TB Wood's Corporation and subsidiaries (collectively, "Wood's" or the
"Company") is an established designer, manufacturer, and marketer of
electronic and mechanical industrial power transmission products which are
sold to distributors, domestic and international manufacturers and users of
industrial equipment. Principal products of the Company include electronic
drives, integrated electronic drive systems, mechanical belted drives, and
flexible couplings. The Company has operations throughout the United
States, Canada, Mexico, Germany, Italy and India. The accompanying
consolidated financial statements include the accounts of TB Wood's
Corporation, its wholly owned subsidiaries and its majority-owned joint
venture. All inter company accounts have been eliminated in consolidations.
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to
present fairly the financial position of TB Wood's Corporation and
Subsidiaries (the "Company") as of September 29, 2000 and December 31, 1999
and the results of operations and cash flows for the third quarter ended
September 29, 2000 and October 1, 1999. Operating results for the interim
periods presented are not necessarily indicative of the results that may be
expected for the fiscal year ending December 29, 2000.
2. The major classes of inventories at September 29, 2000 and December 31,
1999 consisted of the following:
Unaudited
---------------------------------------
Sept. 29, December 31,
2000 1999
--------------------------------------------------------------------------------
Raw materials and supplies.............. $7,414 $7,465
Work in process......................... 9,787 9,708
Finished goods.......................... 20,993 22,970
------- -------
Total at FIFO cost...................... 38,194 40,143
Excess of FIFO cost over LIFO cost...... (5,883) (5,983)
------- -------
Total at LIFO cost...................... $32,311 $34,160
======= =======
3. On October 2, 2000, the Board of Directors declared a quarterly cash
dividend of $0.09 per share payable on October 31, 2000 to stockholders of
record on October 20, 2000.
4. In 1996, the Board of Directors authorized the Company to purchase up to
200,000 of the Company's common shares. At the July 25, 2000 Board of
Directors meeting, the directors of TB Wood's expanded this share
repurchase program by authorizing the repurchase of up to an additional
100,000 shares of TB Wood's stock. These purchases are subject to certain
business and market conditions. Through September 29, 2000 the number of
shares purchased under these authorizations was 211,198. During the third
quarter of 2000, 3,189 treasury shares were issued to employees under
employee option and stock purchase plans, and the number of shares issued
for the Retirement Savings and Investment plan was 7,074. In 1999, the
Board of Directors authorized a self-tender "Dutch Auction" for 400,000 of
the Company's common shares at a price not to exceed $12.50 per share and
not lower than $9.00 per share. On December 17, 1999, the Company accepted
400,000 shares at $9.00 per share and incurred related costs. As of
September 29, 2000, 426,815 shares were held in treasury at cost.
6
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5. Effective January 3, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income," which
requires companies to disclose components of comprehensive income, defined
as the total of net income and all other non-owner changes in equity.
Total comprehensive income for the year-to-date periods ended September 29,
2000 and October 1, 1999 was as follows:
Unaudited Unaudited
----------------- ----------------
Sept. 29, 2000 Oct. 1, 1999
---------------------------------------------------------------------------
Net Income................................. $4,645 $3,958
Other comprehensive income, net of tax:
Foreign currency translation adjustments. (748) (626)
====== ======
Total comprehensive income................. $3,897 $3,332
====== ======
6. Basic EPS is computed by dividing reported earnings available to common
shareholders by weighted average shares outstanding. No dilution for any
potentially dilutive securities is included in basic EPS. Diluted EPS is
computed by dividing reported earnings available to common shareholders
by weighted average shares and common equivalent shares outstanding. The
computation of weighted average shares outstanding and net income per
share is as follows:
<TABLE>
<CAPTION>
Third Quarter Year to date
Sept. 29, Oct. 1, Sept. 29, Oct. 1,
(in thousands, except per share amounts) 2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Weighted average number of common shares
outstanding.................................................. 5,476 5,892 5,473 5,905
Shares issued upon assumed exercise of
outstanding stock options.................................... 4 14 2 15
------ ------ ------ ------
Weighted average number of common and
common equivalent shares outstanding......................... 5,480 5,906 5,475 5,920
====== ====== ====== ======
Net Income..................................................... $1,368 $1,495 $4,645 $3,958
====== ====== ====== ======
Basic net income per common share.............................. $0.25 $0.25 $0.85 $0.67
====== ====== ====== ======
Diluted net income per common share............................ $0.25 $ 0.25 $0.85 $0.67
====== ====== ====== ======
</TABLE>
7
<PAGE>
7. Segment Reporting
The following table summarizes revenues, operating income, total assets and
expenditures for long-lived assets by business segment as of September 29,
2000.
Mechanical Electronics
Business Business Total
------------------------------------------
Revenues from external customers $61,862 $39,269 $101,131
Year to date operating profit, 6,846 2,765 9,611
after minority interest
Depreciation and amortization 2,717 1,326 4,043
Segment assets 58,021 38,104 96,125
Expenditures for long-lived assets 4,631 887 5,518
Total segment assets are shown net of corporate assets of $6,357.
Mechanical business expenditures for long-lived assets include corporate
spending of $1,348.
The following table reconciles segment profit to consolidated income before
income taxes as of September 29, 2000.
Total operating profit for reportable
segments $9,611
Interest, net (2,214)
Other, net 38
Income before income taxes $7,435
8. In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities", effective for fiscal years beginning
after June 15, 1999. SFAS No. 133 requires derivatives to be recorded on
the balance sheet as assets or liabilities, measured at fair value. Gains
or losses resulting from changes in values of derivatives would be
accounted for depending on the use of the derivative and whether it
qualifies for hedge accounting. In June 1999, the FASB issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities - Deferral of
the Effective date of SFAS No. 133." SFAS No. 137 delays the standard
effective date to the beginning of the first quarter of the fiscal year
beginning after June 15, 2000. The Company will adopt SFAS No. 133
effective December 30, 2000 and is currently evaluating potential
derivative instruments reporting. Adoption of this statement is not
expected to have a material effect on the Company's financial statements.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
-------------------------------------------------
RESULTS OF OPERATIONS (in thousands, except per share amounts)
TB Wood's Corporation and subsidiaries (the "Company") posted net sales
for the third quarter 2000 of $31,944, compared to $32,293 for the third quarter
1999, a decrease of 1.1%. European sales for the third quarter were impacted by
the effect of the U.S. dollar on translation of European currencies into U.S.
dollars. For the first nine months of 2000, net sales were $101,131 compared to
$ 93,074 last year, an improvement of 8.7%. Mechanical Business net sales for
the third quarter 2000 of $19,582 were $549 lower than net sales of $20,131 in
comparable 1999. This reduction was caused by market demand for products being
lower than the previous year. For the first nine months of 2000, Mechanical net
sales were $61,862 compared to $55,907 last year, an improvement of 10.7%.
Electronics Business net sales for the third quarter 2000 were $12,362, a $200
increase from net sales of $12,162 in the third quarter 1999. The improvement
was masked by the strong U.S. dollar. As a result of translation, European sales
were $870 lower than the third quarter 1999. For the first nine months of 2000,
Electronics net sales were $39,269 compared to $37,167 last year, an improvement
of 5.7%.
Company cost of sales ("COS") in the third quarter 2000 were $21,140
compared to $20,757 for the same period last year. As a percent of sales, COS of
66.2% for the third quarter 2000 increased one and nine tenths percentage points
from 1999's third quarter of 64.3%. This was caused by the strong U.S. dollar
which adversely affected U.S. dollar component purchases by our European
operations; and, reduced absorption of fixed expenses caused by lower volume and
extended vacation shutdown. For the first nine months of 2000, Company COS as a
percent of sales was 64.9% compared to 64.4% last year. Mechanical Business COS
of $12,942 in the third quarter 2000 was $290 lower than COS of $13,232 in the
third quarter 1999. As a percent of sales for the third quarter 2000, Mechanical
Business reported COS of 66.1%, increased four tenths of a percentage point from
65.7% in the prior year. This deterioration resulted in lower sales volume and
lower absorption of fixed expenses from decreased sales volume and extended
vacation shutdowns. Electronics Business COS for the third quarter 2000 was
$8,199, a $674 increase from COS of $7,525 for the same quarter of 1999. As a
percent of sales for the third quarter 2000 versus the third quarter 1999,
Electronics Business reported COS of 66.3%, up four point four percentage points
from 61.9%. The principal reasons for the change were the effect of currency on
U.S. dollar component purchases by European locations and lower absorption of
fixed expenses from extended vacation shutdowns.
Selling, general and administrative ("SG&A") expenses for the third
quarter 2000 were $7,573, compared to $8,186 for the third quarter 1999, a
reduction of $613, or 7.5%. SG&A, as a percent of sales, decreased to 23.7% in
the third quarter 2000 from 25.3% in the third quarter 1999. The principal
reason for the reduced SG&A percentage was increased management controls on
expenses and headcount. For the first nine months of 2000, SG&A expenses, as a
percent of sales, were 24.4% compared to 26.0% last year.
Income from operations for the Company was $2,843 for the third quarter
2000, or 8.9% of sales, and $95 lower than third quarter 1999 income from
operations of $2,938, which was 9.1% of sales. Two factors causing the reduction
were the translation of European results and currency effect of U.S. dollar
purchases by European operations. For the first nine months of 2000, income from
operations as a percentage of sales was 9.5% compared to 9.1% last year.
9
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Other expense for the third quarter 2000 was $720 compared to other
expense of $540 for the same period last year. Interest expense, a component of
other expense, was $807 in the third quarter of 2000, a $325 increase from $482
of interest expense in the third quarter of 1999. The increase is due to
market-driven interest rate increases over the past year and the increased debt
related to the Company's self-tender offer.
Net income in the third quarter 2000 was $1,368, or $0.25 per diluted
share, $127 lower than the $1,495 or $0.25 per diluted share a year ago. For the
first nine months of 2000, net income was $4,645 compared to $3,958 last year.
Earnings per diluted share for the first nine months were $0.85 compared to
$0.67 last year, after non-recurring costs.
LIQUIDITY AND CAPITAL RESOURCES (in thousands, except per share amounts)
Working Capital at September 29, 2000 was $35,243, 6.2% above $33,180
at December 31, 1999. Current ratio increased to 2.8:1 at September 29, 2000
from 2.5:1 at year-end 1999.
Outstanding long-term debt increased $692 to $37,343 at September 29,
2000 compared to $36,651 at year-end 1999. Debt was comprised of $5,290 in
tax-exempt revenue bonds, $31,806 in debt under the Company's $52,500 unsecured
revolving credit facility (the "Facility"), and $247 in other instruments. At
September 29, 2000, including $6,112 of outstanding standby letters of credit,
the Company had approximately $14,582 of available borrowing capacity under the
Facility. The Company's annual interest rate, as of September 29, 2000, on the
Facility was 7.8%.
The Company's cash flows from operations in year-to-date 2000 were
$6,488, a $2,585 decrease from comparable 1999. The Company believes that the
combination of cash generated by operations, available borrowing capacity and
the Company's ability to obtain additional long-term indebtedness are adequate
to finance the Company's operations for the foreseeable future.
EURO CURRENCY
The Company has recognized that effective January 1, 1999 eleven of the
fifteen countries of the European Union made the transition to the single
monetary unit, the "Euro". The Company has both operating divisions and
customers located in countries that are a part of the European Union. The
Company does not believe that costs required to convert to the Euro will be
material.
IMPACT OF ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" (SFAS No. 133), effective for fiscal years beginning
after June 15, 1999. SFAS No. 133 requires derivatives to be recorded on the
balance sheet as assets or liabilities, measured at fair value. Gains or losses
resulting from changes in values of derivatives would be accounted for depending
on the use of the derivative and whether it qualifies for hedge accounting. In
June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments
and Hedging Activities - Deferral of the Effective Date of SFAS No. 133." SFAS
No. 137 delays the Standard effective date to the beginning of the first quarter
of the fiscal year beginning after June 15, 2000. Adoption of this statement is
not expected to have a material effect on the Company's financial statements.
10
<PAGE>
In December 1999, the Security and Exchange Commission issued Staff
Accounting Bulletin Number 101, "Revenue Recognition in Financial Statements"
(SAB 101). The guidelines in SAB 101 must be adopted during the fourth quarter
of 2000. The Company does not expect the adoption of these guidelines to have a
material impact on its consolidated financial position, liquidity or results of
operations.
SAFE HARBOR STATEMENT
This quarterly report contains various forward-looking statements and
includes assumptions concerning the Company's operations, future results and
prospects. These forward-looking statements are based on current expectations
and are subject to risk and uncertainties. In connection with the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, the Company
provides the following cautionary statement identifying important economic,
political and technology factors which, among others, could cause the actual
results or events to differ materially from those set forth in or implied by the
forward-looking statements and related assumptions.
Such factors include the following: (i) changes in the current and
future business environment, including interest rates and capital and consumer
spending; (ii) competitive factors and competitor responses to the Company's
initiatives; (iii) successful development and market introductions of
anticipated new products; (iv) changes in government laws and regulations,
including taxes; and (v) favorable environment to make acquisitions, domestic
and foreign, including regulatory requirements and market value of candidates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Market risk is the potential change in an instrument's value caused,
for example, by fluctuations in interest and currency exchange rates. The
Company's primary market risk exposures are interest rate and unfavorable
movements in exchange rates between the U.S. dollar and each of the Mexican
peso, Canadian dollar, German deutsche mark, Indian rupee and Italian lira.
Monitoring and managing these risks is a continual process carried out by senior
management. Market risk is managed based on an ongoing assessment of trends in
interest rates, foreign exchange rates, and economic developments, giving
consideration to possible effects on both total return and reported earnings.
The Company's financial advisors, both internal and external, provide ongoing
advice regarding trends that affect management's assessment.
There have been no material changes in market risks since the 1999
Annual Report to Shareholders.
11
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Part II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a) Exhibit 27 - Financial Data Schedule
b) Reports on Form 8-K - There were no reports on Form 8-K filed for the
quarter ended September 29, 2000.
Pursuant to the requirements of Section 13 or 15(d) 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, in the Borough of
Chambersburg and Commonwealth of Pennsylvania, on November 3, 2000.
TB WOOD'S CORPORATION
By: /s/ Thomas F. Tatarczuch
----------------------------------------------
THOMAS F. TATARCZUCH
Vice President-Finance
(Principal Financial Officer and
Principal Accounting Officer)
12
