FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For Quarter Ended September 30, 2000 Commission File Number 1-4773
AMERICAN BILTRITE INC.
(Exact name of registrant as specified in its charter)
Delaware 04-1701350
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
57 River Street
Wellesley Hills, Massachusetts 02481-2097
(Address of Principal Executive Offices)
(781) 237-6655
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year
if changed since last report)
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 |_|
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date covered by this report.
Title of Each Class Outstanding at November 8, 2000
------------------- -------------------------------
Common 3,517,290 shares
<PAGE>
FORM 10-Q
PART I. FINANCIAL INFORMATION
AMERICAN BILTRITE INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)
(In thousands of dollars)
September 30, December 31,
2000 1999
--------- ---------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 22,541 $ 27,285
Short-term investments 11,233 19,232
Accounts receivable, net 46,271 30,586
Inventories 80,886 82,977
Prepaid expenses & other current assets 9,794 11,672
--------- ---------
TOTAL CURRENT ASSETS 170,725 171,752
Goodwill, net 21,679 21,361
Other assets 14,728 14,619
Property, plant and equipment, net 139,837 136,328
--------- ---------
TOTAL ASSETS $ 346,969 $ 344,060
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 15,600
Accounts payable 29,659 $ 27,453
Accrued expenses 42,997 54,216
Current portion of long-term debt 3,634 3,139
--------- ---------
TOTAL CURRENT LIABILITIES 91,890 84,808
Long-term debt 107,386 110,966
Other liabilities 49,089 50,309
Noncontrolling interests 18,086 19,596
STOCKHOLDERS' EQUITY
Common stock, par value $0.01-authorized
15,000,000 shares, issued 4,607,902 shares 46 46
Additional paid-in capital 19,423 19,423
Retained earnings 78,928 75,730
Accumulated other comprehensive loss (4,138) (3,347)
Less cost of shares in treasury (13,741) (13,471)
--------- ---------
80,518 78,381
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 346,969 $ 344,060
========= =========
See accompanying notes to consolidated condensed financial statements.
2
<PAGE>
FORM 10-Q
PART I. FINANCIAL INFORMATION
AMERICAN BILTRITE INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)
(In thousands of dollars, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, October 2, September 30, October 2,
2000 1999 2000 1999
-------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 112,685 $ 106,950 $ 317,528 $ 317,939
Interest and other income 603 980 2,336 2,935
--------- --------- --------- ---------
113,288 107,930 319,864 320,874
--------- --------- --------- ---------
Costs and expenses:
Cost of products sold 79,676 72,835 227,563 219,125
Selling, general and administrative
Expenses 24,610 27,236 79,809 82,885
Interest 2,361 2,318 6,800 7,109
--------- --------- --------- ---------
106,647 102,389 314,172 309,119
--------- --------- --------- ---------
EARNINGS BEFORE INCOME TAXES AND
NON-CONTROLLING INTERESTS 6,641 5,541 5,692 11,755
Provision for income taxes 2,408 2,003 2,064 4,467
Noncontrolling interests (1,142) (701) 797 (1,661)
--------- --------- --------- ---------
NET EARNINGS $ 3,091 $ 2,837 $ 4,425 $ 5,627
========= ========= ========= =========
Earnings per share:
Basic $ .88 $ .79 $ 1.26 $ 1.56
Diluted $ .87 $ .78 $ 1.25 $ 1.53
Dividends declared per common share $ .125 $ .125 $ .375 $ .375
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
<PAGE>
FORM 10-Q
PART I. FINANCIAL INFORMATION
AMERICAN BILTRITE INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands of dollars)
Nine Months Ended
September 30, October 2,
2000 1999
-------- --------
OPERATING ACTIVITIES
Net earnings $ 4,425 $ 5,627
Adjustments to reconcile net earnings to net cash
Provided (used) by operating activities:
Depreciation and amortization 12,945 11,936
Accounts and notes receivable (16,169) (7,022)
Inventories 1,323 (18,799)
Prepaid expenses and other current assets 1,879 (4,008)
Deferred Taxes (1,128) 2,722
Accounts payable and accrued expenses (9,210) 6,104
Noncontrolling interests (797) 1,624
Other (190) 691
-------- --------
NET CASH USED BY OPERATING ACTIVITIES (6,922) (1,125)
INVESTING ACTIVITIES
Investment in property, plant and equipment (15,889) (18,030)
Purchase of short-term investments (17,535) (4,301)
Maturities of short-term investments 25,534 4,301
-------- --------
NET CASH USED BY INVESTING ACTIVITIES (7,890) (18,030)
FINANCING ACTIVITIES
Net short-term borrowings 15,600 8,500
Payments on long-term debt (3,059) (4,179)
Additional investment in subsidiaries (1,407) (124)
Purchase of treasury shares (467) (4,950)
Dividends paid (1,319) (1,350)
-------- --------
NET CASH PROVIDED (USED) BY FINANCING
ACTIVITIES 9,348 (2,103)
Effect of foreign exchange 720 515
-------- --------
DECREASE IN CASH AND CASH EQUIVALENTS (4,744) (20,743)
Cash and cash equivalents at beginning of period 27,285 59,505
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 22,541 $ 38,762
======== ========
See accompanying notes to consolidated condensed financial statements.
4
<PAGE>
FORM 10-Q
PART I. FINANCIAL INFORMATION
AMERICAN BILTRITE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 30, 2000
Note A - Basis of Presentation
The accompanying unaudited consolidated condensed financial statements which
include the accounts of American Biltrite Inc. and its wholly-owned subsidiaries
("ABI") as well as entities over which it has voting control have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the three month period ended September
30, 2000 are not necessarily indicative of the results that may be expected for
the year ending December 31, 2000. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 1999.
Note B - Recently Issued Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standard No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (SFAS 133), which requires that an entity recognize all
derivatives as either assets or liabilities in the balance sheet and measure
those investments at fair value.
In December 1999, the Securities and Exchange Commission (SEC) staff issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
(SAB 101), which summarizes certain of the SEC's views in applying generally
accepted accounting principles to revenue recognition in financial statements.
The Company will adopt SAB 101 in the fourth quarter of fiscal 2000 and SFAS 133
in the first quarter of fiscal 2001. The adoption of these pronouncements is not
expected to have a significant effect on the Company's consolidated results of
operations or financial position.
Note C - Inventories
Inventory at September 30, 2000 and December 31, 1999 consisted of the following
(in thousands):
September 30, December 31,
2000 1999
---------------------------------------
Finished goods $57,295 $61,695
Work-in-process 10,251 8,628
Raw materials and supplies 13,340 12,654
------- -------
$80,886 $82,977
======= =======
5
<PAGE>
FORM 10-Q
PART I. FINANCIAL INFORMATION
AMERICAN BILTRITE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 30, 2000
Note D - Commitments and Contingencies
ABI has recorded what it believes are adequate provisions for environmental
remediation and product-related liabilities. While the Company believes that its
estimate of the future amount of these liabilities is reasonable, the ultimate
outcome of these matters cannot be determined.
Note E - Comprehensive Income
The following table presents total comprehensive income for the three months and
nine months ended September 30, 2000 and October 2, 1999 (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, October 2, September 30, October 2,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net earnings $ 3,091 $ 2,837 $ 4,425 $ 5,627
Foreign currency translation
adjustments (298) (125) (791) 573
------- ------- ------- -------
Total comprehensive income $ 2,793 $ 2,712 $ 3,634 $ 6,200
======= ======= ======= =======
</TABLE>
Note F - Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per
share for the three months and nine months ended September 30, 2000 and October
2, 1999 (in thousands, except per share amounts:)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, October 2, September 30, October 2,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Numerator:
Net income $3,091 $2,837 $4,425 $5,627
====== ====== ====== ======
Denominator:
Denominator for basic earnings
per share:
Weighted-average shares 3,517 3,573 3,518 3,602
Denominator for diluted earnings per share:
Dilutive employee stock options 21 71 23 84
------ ------ ------ ------
Weighted-average shares and
Assumed conversions 3,538 3,644 3,541 3,686
====== ====== ====== ======
Basic earnings per share $ .88 $ .79 $ 1.26 $ 1.56
====== ====== ====== ======
Diluted earnings per share $ .87 $ .78 $ 1.25 $ 1.53
====== ====== ====== ======
</TABLE>
6
<PAGE>
FORM 10-Q
PART I. FINANCIAL INFORMATION
AMERICAN BILTRITE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 30, 2000
Note G - Industry Segments
Description of Products and Services
The Company has four reportable segments: flooring products, tape products,
jewelry and a Canadian division which produces flooring and rubber products.
Congoleum represents the Company's flooring products segment, which manufactures
vinyl and vinyl composition floor coverings with distribution primarily through
floor covering distributors, retailers and contractors for commercial and
residential use. The tape products segment consists of two production facilities
in the United States and finishing and sales facilities in Belgium, Singapore
and Italy. The tape products segment manufactures paper, film, HVAC, electrical,
shoe and other tape products for use in industrial and automotive markets. The
jewelry segment reflects the results of K&M Associates L.P., a national costume
jewelry supplier to the mass merchandiser markets. The Company's Canadian
division produces flooring, rubber products, including materials used by
footwear manufacturers, and other industrial products.
<TABLE>
<CAPTION>
Segment Profit and Assets
(In thousands) Three Months Ended Nine Months Ended
September 30, October 2, September 30, October 2,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues
Revenues from external customers:
Flooring products $ 60,891 $ 61,779 $ 172,816 $ 191,071
Tape products 24,053 21,902 71,843 65,742
Jewelry 15,061 12,643 35,265 29,842
Canadian division 12,680 10,626 37,604 31,284
--------- --------- --------- ---------
Total revenues from external
Customers 112,685 106,950 317,528 317,939
--------- --------- --------- ---------
Intersegment revenues:
Flooring products 88 715 293 1,117
Tape products 22 32 107 137
Jewelry
Canadian division 1,210 1,026 4,292 5,523
--------- --------- --------- ---------
Total intersegment revenues 1,320 1,773 4,692 6,777
--------- --------- --------- ---------
114,005 108,723 322,220 324,716
Reconciling items
Intersegment revenues (1,320) (1,773) (4,692) (6,777)
--------- --------- --------- ---------
Total consolidated revenues $ 112,685 $ 106,950 $ 317,528 $ 317,939
========= ========= ========= =========
</TABLE>
7
<PAGE>
FORM 10-Q
PART I. FINANCIAL INFORMATION
AMERICAN BILTRITE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 30, 2000
Note G - Industry Segments continued
<TABLE>
<CAPTION>
(In thousands) Three Months Ended Nine Months Ended
September 30, October 2, September 30, October 2,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Segment profit (loss)
Flooring products $ 2,651 $ 2,417 $ (3,310) $ 5,515
Tape products 1,591 1,548 5,178 4,410
Jewelry 1,797 860 1,747 (395)
Canadian division 989 972 3,245 3,006
-------- -------- -------- --------
Total segment profit 7,028 5,797 6,860 12,536
Reconciling items
Corporate office loss (419) (293) (1,214) (721)
Intercompany profit 32 37 46 (60)
-------- -------- -------- --------
Total consolidated
earnings before income taxes
and other items $ 6,641 $ 5,541 $ 5,692 $ 11,755
======== ======== ======== ========
</TABLE>
September 30, December 31,
2000 1999
---- ----
Segment assets
Flooring products $220,869 $231,817
Tape products 63,454 49,876
Jewelry 24,904 15,737
Canadian division 28,563 27,146
-------- --------
Total segment assets 337,790 324,576
Reconciling items
Corporate office assets 28,683 26,702
Intersegment accounts receivable (19,335) (7,003)
Intersegment profit in inventory (169) (215)
-------- --------
Total consolidated assets $346,969 $344,060
======== ========
8
<PAGE>
FORM 10-Q
PART I. FINANCIAL INFORMATION
AMERICAN BILTRITE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 30, 2000
Note H - Distribution
On September 25, 2000 Congoleum announced the appointment of Mohawk Industries,
Inc. ("Mohawk") as a distributor of its products throughout the continental
United States effective November 1, 2000. Congoleum also announced it would be
phasing out its distributor arrangements with LDBrinkman & Co. ("Brinkman"), its
distributor in the central and western United States, which accounted for 21% of
Congoleum's sales in 1999. On October 5, 2000, Congoleum filed a demand for
arbitration with the American Arbitration Association ("AAA") in New York, New
York requesting that a panel of three arbitrators declare that Congoleum
rightfully terminated its distributor agreement with Brinkman and award
Congoleum damages relating to Brinkman's alleged breaches of the distributor
agreement as well as pre-award interest, attorneys' fees and costs. On October
6, 2000, Brinkman filed its own demand for arbitration with the AAA in Atlanta,
Georgia requesting that the arbitrators find that Congoleum wrongfully
terminated the distributor agreement and award emergency relief prohibiting
Congoleum from selling products to Mohawk, Congoleum's new distributor, and
requiring that Congoleum continue to sell products to Brinkman for Brinkman's
distribution, or award Brinkman damages. These two proceedings have been
consolidated with the AAA in its New York, New York offices. Subsequent to the
parties' initial filings with the AAA, Brinkman filed an application for
emergency relief with the AAA requesting an interim award for the emergency
relief. On November 3, 2000, the arbitrator ordered that Congoleum may continue
to sell products to Mohawk for Mohawk's distribution and that, until January 1,
2001 (unless this order is otherwise vacated, modified or extended by the
arbitration panel), Congoleum should continue to sell products to Brinkman for
Brinkman's distribution under the parties' customary delivery and pricing terms.
Although Congoleum does not anticipate any disruption of sales as a result of
these proceedings and its transition of distribution, there can be no assurances
about the outcome or the potential impact on sales. Congoleum expects to record
a charge in the fourth quarter of 2000 for costs associated with this
transition.
9
<PAGE>
FORM 10-Q
PART I. FINANCIAL INFORMATION
AMERICAN BILTRITE INC. AND SUBSIDIARIES
MANAGEMENTS' DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
September 30, 2000
Results of Operations
Net sales for the third quarter of 2000 were $112.7 million compared to $107.0
million for the third quarter of 1999, an increase of $5.7 million or 5.3%. This
increase came from sales increases in the Tape, Jewelry and Canadian segments,
partly offset by lower revenues in the flooring segment (Congoleum). Tape
segment sales increased in most product lines, with automotive products
providing the majority of the growth. Jewelry segment sales were higher than
last year primarily due to earlier shipments of holiday goods coupled with
increased sales of serviced products. Sales of the Canadian segment increased as
a result of higher shipments of flooring and industrial products. Congoleum's
sales declined due to lower sales to the manufactured housing industry, partly
offset by sales of newly introduced residential products.
Sales for the first nine months of 2000 were $317.5 million, essentially even
with the sales of $317.9 million in the first nine months of 1999. Lower sales
at Congoleum, particularly in the first half of 2000 preceding a new product
introduction, have offset higher sales in the other three segments.
Interest and other income decreased in the current quarter to $0.6 million from
$1.0 million in last year's third quarter and decreased to $2.3 million for nine
months this year from $2.9 million last year, as a result of declines in both
interest and licensing income.
Cost of products sold as a percentage of net sales increased in the current
quarter to 70.7% from 68.1% in last year's third quarter. For the nine month
period ending September 30, 2000, cost of products sold as a percentage of sales
was 71.7% versus 68.9% one year earlier. Gross profit margins for the three and
nine month periods ended September 30, 2000 are below year earlier levels at the
Canadian division and Congoleum due to higher raw material costs and, in the
case of Congoleum, lower production volumes available to absorb factory
overhead. Gross profit margins in the Tape segment were higher than prior year
levels for the quarter and nine month periods due to higher production volumes.
Gross profit margins in the jewelry segment were higher than last year for the
third quarter and year-to-date due to increased sales of serviced products,
which afford higher gross margins (but entail higher selling expenses).
Selling, general and administrative expenses as a percentage of net sales in the
current quarter decreased to 21.8% from 25.5% last year and for the current nine
months decreased to 25.1% from 26.1%. Selling, general and administrative
expenses were higher than prior year at the Tape,
10
<PAGE>
FORM 10-Q
PART I. FINANCIAL INFORMATION
AMERICAN BILTRITE INC. AND SUBSIDIARIES
MANAGEMENTS' DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
September 30, 2000
Jewelry, and Canadian segments for the quarter and year-to-date due to higher
sales volume, but declined as a percentage of sales. Selling, general and
administrative expenses at Congoleum are below year earlier levels in both the
third quarter and year-to-date periods, as a result of cost reductions initiated
earlier this year.
Interest expense in the current quarter is slightly higher than last year and
for the nine months reflects a modest decrease compared to last year.
Net earnings for the third quarter of 2000 was $3.1 million compared to $2.8
million last year and for the first nine months of 2000 was $4.4 million
compared to $5.6 million last year. Income increased for the three and nine
month periods in 2000 at the Tape, Jewelry and Canadian segments. Congoleum
reported a profit for the current three month period of this year, but still
reports a loss for the nine months of this year, compared with income in the
prior year.
Liquidity and Capital Resources
Cash and cash equivalents decreased $4.8 million for the nine months ended
September 30, 2000 to $22.5 million. Working capital was $78.8 million, down
from $86.9 million at year end 1999. The ratio of current assets to current
liabilities at September 30, 2000 was 1.9 and at December 31, 1999 was 2.0. Cash
used by operations was $6.9 million in the first nine months of 2000 due to
increases in accounts receivable arising from seasonal sales patterns.
Capital expenditures in the current nine months were $15.9 million and
depreciation and amortization expense was $12.9 million. It is anticipated that
total year capital spending will be in the range of $20 to $22 million.
On October 12, 2000, the Company acquired Janus Flooring, Inc. ("Janus") a
producer of prefinished hardwood flooring based in Toronto, Canada. Janus had
1999 sales of $CDN 11.8 million and income of $CDN 163 thousand. The Company
purchased all the outstanding shares of Janus for $CDN 4.5 million and assumed
$CDN 4.7 million in liabilities, of which $CDN 3.0 million was refinanced at the
time of purchase. Cash for the transaction was provided from the Company's
operating lines and a $CDN 4.5 million one year note.
11
<PAGE>
FORM 10-Q
PART I. FINANCIAL INFORMATION
AMERICAN BILTRITE INC. AND SUBSIDIARIES
MANAGEMENTS' DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
September 30, 2000
The Company has established a reserve for product related liabilities and an
environmental reserve against which the costs of administration and remediation
are and will be charged. Since legal proceedings tend to be unpredictable and
costly, resolution of an environmental proceeding could possibly be material to
the results of operations or cash flow for a particular quarterly or annual
reporting period.
Cash requirements for capital expenditures, working capital, debt service and
the current authorization to repurchase $2.5 million of ABI's Common Stock and
$0.7 million of Congoleum's Common Stock are expected to be financed from
operating activities and borrowings under existing bank lines of credit which at
ABI are presently $35.0 million and at Congoleum are $30.0 million. During the
nine months ended September 30, 2000, ABI repurchased $0.3 million of its Common
Stock, Congoleum repurchased $0.2 million of its Common Stock and ABI purchased
$0.2 million of Congoleum Common Stock.
Market Risk
The Company is exposed to changes in prevailing market interest rates affecting
the return on its investments but does not consider this interest rate market
risk exposure to be material to its financial condition or results of
operations. The Company invests primarily in highly liquid debt instruments with
strong credit ratings and short-term (less than one year) maturities. The
carrying amount of these investments approximates fair value due to the
short-term maturities. Substantially all of the Company's outstanding long-term
debt as of September 30, 2000 consisted of indebtedness with a fixed rate of
interest which is not subject to change based upon changes in prevailing market
interest rates.
The Company operates internationally, principally in Canada, Europe and the Far
East, giving rise to exposure to market risks from changes in foreign exchange
rates. Foreign currency exchange rate movements also affect the Company's
competitive position, as exchange rate changes may affect business practices
and/or pricing strategies of non-U.S. based competitors. For foreign currency
exposures existing at September 30, 2000, a 10% unfavorable movement in currency
exchange rates in the near term would not materially affect ABI's consolidated
operating results, financial position or cash flows.
The Company does not currently use derivative financial instruments, derivative
commodity instruments or other financial instruments to manage its exposure to
changes in interest rates, foreign currency exchange rates, commodity prices or
equity prices.
12
<PAGE>
FORM 10-Q
PART II. OTHER INFORMATION
AMERICAN BILTRITE INC. AND SUBSIDIARIES
September 30, 2000
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
There were no reports on Form 8-K filed for the three months ended
September 30, 2000.
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.
AMERICAN BILTRITE INC.
(Registrant)
Date: November 9, 2000 BY: /s/ Howard N. Feist III
--------------------------
Howard N. Feist III
Vice President-Finance
13
