<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
Form 10-Q
____________
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 0-12954
-------------------------
CADMUS COMMUNICATIONS CORPORATION
---------------------------------
(Exact name of registrant as specified in its charter)
Virginia 54-1274108
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1801 Bayberry Court, Suite 200
Richmond, Virginia 23226
(Address of principal executive offices including zip code)
-----------------
Registrant's telephone number, including area code:
(804) 287-5680
-----------------
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 October 31, 2000.
Class Outstanding at October 31, 2000
----- -------------------------------
Common Stock, $.50 Par Value 8,937,592
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page Number
-----------
<S> <C>
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -- 3
September 30, 2000 (unaudited) and June 30, 2000
Condensed Consolidated Statements of Income (unaudited) -- 4
Three Months Ended September 30, 2000 and 1999
Condensed Consolidated Statements of Cash Flows (unaudited) -- 5
Three Months Ended September 30, 2000 and 1999
Condensed Consolidated Statements of Shareholders' Equity - 6
Three Months Ended September 30, 2000 and 1999
Notes to Condensed Consolidated Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial 9
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk 12
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 12
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
---------------- --------------
(Unaudited)
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,942 $ 6,411
Accounts receivable, net 39,994 31,992
Inventories 30,340 25,297
Deferred income taxes 4,672 4,882
Prepaid expenses and other 10,350 7,926
---------------- --------------
Total current assets 87,298 76,508
Property, plant, and equipment (net of accumulated depreciation
of $127,959 at September 30, 2000 and $123,761 at June 30, 1999) 147,392 150,979
Goodwill and other intangibles, net 179,825 182,823
Other assets 11,970 12,874
---------------- --------------
TOTAL ASSETS $ 426,485 $ 423,184
================ ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 118 $ 118
Accounts payable 35,991 28,467
Accrued expenses and other current liabilities 34,115 34,490
Restructuring reserve 2,219 2,704
---------------- --------------
Total current liabilities 72,443 65,779
Long-term debt, less current maturities 192,978 201,587
Other long-term liabilities 29,824 30,750
Deferred income taxes 11,494 7,126
Shareholders' equity:
Common stock ($.50 par value; authorized shares-16,000,000
shares; issued and outstanding shares - 8,938,000 at
September 30, 2000 and June 30, 2000) 1998) 4,469 4,469
Capital in excess of par value 67,363 67,363
Retained earnings 48,402 46,598
Accumulated other comprehensive loss (488) (488)
---------------- --------------
Total shareholders' equity 119,746 117,942
---------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 426,485 $ 423,184
================ ==============
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
3
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
---------------------------------------
2000 1999
-------------- --------------
<S> <C>
Net sales $ 115,732 $ 124,757
-------------- --------------
Operating expenses:
Cost of sales 90,883 98,697
Selling and administrative 15,082 17,547
Restructuring charges - 16,590
-------------- --------------
105,965 132,834
-------------- --------------
Operating income (loss) 9,767 (8,077)
Interest and other expenses:
Interest 5,240 6,167
Securitization costs 760 -
Other, net (82) (306)
-------------- --------------
5,918 5,861
-------------- --------------
Income (loss) before income taxes 3,849 (13,938)
Income tax expense (benefit) 1,598 (1,305)
-------------- --------------
Net income (loss) $ 2,251 $ (12,633)
============== ==============
Earnings per share - basic:
Net income (loss) per share $ .25 $ (1.40)
============== ==============
Weighted-average common shares
outstanding 8,938 9,013
============== ==============
Earnings per share - diluted:
Net income (loss) per share $ .25 $ (1.40)
============== ==============
Weighted-average common shares
outstanding 8,940 9,013
============== ==============
Cash dividends per common share $ .05 $ .05
============== ==============
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
4
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
-------------------------------
2000 1999
----------- -----------
<S> <C>
Operating Activities
Net income (loss) $ 2,251 $ (12,633)
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 6,596 6,721
Restructuring charges - 16,590
Other, net 4,547 542
----------- -----------
13,394 11,220
----------- -----------
Changes in assets and liabilities, excluding debt and effects of
acquisitions and dispositions:
Accounts receivable, net (5,513) 6,610
Inventories (5,254) (660)
Accounts payable and accrued expenses 8,697 (1,034)
Restructuring (due to cash payments) (643) (446)
Pension payments (3,562) -
Other, net (1,795) 1,183
----------- -----------
(8,070) 5,653
----------- -----------
Net cash provided by operating activities 5,324 16,873
----------- -----------
Investing Activities
Purchases of property, plant, and equipment (3,217) (5,050)
Proceeds from sales of property, plant, and equipment - 1,782
Net proceeds from divested businesses 3,750 6,015
Other, net 30 (865)
----------- -----------
Net cash provided by investing activities 563 1,882
----------- -----------
Financing Activities
Repayment of long-term borrowings (9) (1,336)
Repayment of long-term revolving credit facility (8,600) (15,000)
Net payments on receivables securitization program (1,300) -
Dividends paid (447) (450)
Proceeds from exercise of stock options - 33
----------- -----------
Net cash used in financing activities (10,356) (16,753)
----------- -----------
Increase (decrease) in cash and cash equivalents (4,469) 2,002
Cash and cash equivalents at beginning of period 6,411 5,068
----------- -----------
Cash and cash equivalents at end of period $ 1,942 $ 7,070
=========== ===========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
5
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
(In thousands)
<TABLE>
<CAPTION>
Accumulated
Capital in Other
Common Stock Excess of Retained Comprehensive
(in thousands) Shares Amount Par Value Earnings Income (Loss) Total
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at June 30, 1999 9,011 $4,505 $68,001 $ 64,403 $(376) $136,533
(the following data is unaudited)
Net loss - - - (16,010) - (16,010)
Change in minimum pension liability (112) (112)
--------
Comprehensive loss (16,122)
--------
Cash dividends - $.20 per share - - - (1,795) - (1,795)
Retirement of common stock (76) (38) (670) - - (708)
Net shares issued upon exercise
of stock options 3 2 32 - - 34
----------------------------------------------------------------------------------------------------------------
Balance at June 30, 2000 8,938 4,469 67,363 46,598 (488) 117,942
Net income (and comprehensive income) 2,251 2,251
Cash dividends - $.05 per share - - - (447) - (447)
----------------------------------------------------------------------------------------------------------------
Balance at September 30, 2000 8,938 $4,469 $67,363 $ 48,402 $(488) $119,746
================================================================================================================
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
6
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The accompanying unaudited consolidated financial statements of Cadmus
Communications Corporation (the "Company") have been prepared in accordance
with generally accepted accounting principles for interim financial
reporting, and with applicable quarterly reporting regulations of the
Securities and Exchange Commission. They do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements and, accordingly, should be read
in conjunction with the consolidated financial statements and related
footnotes included in the Company's annual report on Form 10-K for the fiscal
year ended June 30, 2000.
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation of interim
financial information have been included. The results of operations for the
period ended September 30, 2000, are not necessarily indicative of results
for the entire fiscal year.
Certain previously reported amounts have been reclassified to conform to the
current-year presentation.
2. Basic earnings per share is computed on the basis of weighted-average common
shares outstanding from the date of issue. Diluted earnings per share is
computed on the basis of weighted-average common shares outstanding plus
common shares contingently issuable upon exercise of dilutive stock options.
Incremental shares for dilutive stock options (computed under the treasury
stock method) were 2,000 and 0 for the three months ended September 30, 2000
and 1999, respectively.
3. Components of net inventories at September 30, 2000 and June 30, 2000, were
as follows (in thousands):
September 30, June 30,
2000 2000
-------------- --------------
(unaudited)
Raw materials and supplies $ 9,575 $ 9,171
Work in process 19,667 14,894
Finished goods 1,098 1,232
-------------- --------------
$30,340 $25,297
============== ==============
4. Effective July 1, 2000, the Company operates in two primary business
segments: Publication Services and Other Services. Publication Services
provides products and services to both not-for-profit and commercial
publishers and serves three primary markets: scientific, technical, and
medical ("STM") journal services, special interest and trade magazine
publishers, and book and directory publishers. This segment provides a full
range of composition, editorial, prepress, printing, warehousing and
distribution services. In addition, this group provides a full complement of
digital products and services, including content management, Internet and CD
ROM-based electronic archiving, electronic peer review and online publishing.
Other Services include high quality specialty packaging, web and sheet-fed
promotional printing, and media duplication, assembly, fulfillment and
distribution, as well as catalog photography and design services.
The accounting policies for the groups are the same as those described in
Note 1 "Significant Accounting Policies" in the fiscal 2000 Annual Report on
Form 10-K. The Company primarily evaluates the performance of its operating
7
<PAGE>
groups based on operating income, excluding amortization of goodwill, gains /
losses on sales of assets, and restructuring charges. Intergroup sales are
not significant. The Company manages income taxes on a consolidated basis.
Summarized group data is as follows:
--------------------------------------------------------------------------
Publication Other
(In thousands) Services Services Total
--------------------------------------------------------------------------
Three Months Ended September 30, 2000:
Net sales $100,226 $15,506 $115,732
Operating income 12,981 (453) 12,528
Three Months Ended September 30, 1999:
Net sales $ 94,947 $29,810 $124,757
Operating income 12,167 (1,169) 10,998
A reconciliation of group data to consolidated data is as follows:
--------------------------------------------------------------------------
Three Months Ended
September 30,
(In thousands) 2000 1999
--------------------------------------------------------------------------
Earnings from operations:
Reportable group operating income $12,528 $ 10,998
Amortization of goodwill (1,303) (1,365)
Unallocated shared services and other expenses (1,489) (1,242)
Restructuring charges - (16,590)
Interest expense (5,240) (6,167)
Securitization costs (760) -
Other 113 428
--------------------------------------------------------------------------
Income (loss) before income taxes $ 3,849 $(13,938)
==========================================================================
5. The $2.2 million restructuring reserve at September 30, 2000, is comprised of
the following: $0.6 million for involuntary termination costs, $0.6 million
for contract termination costs, and $1.0 million for other post closure
shutdown costs. For the three-month period ended September 30, 2000, the
company made severance payments totaling $0.3 million to approximately 20
associates, paid $0.2 million in contract termination costs and $0.1 million
in connection with the retirement of the Company's former chairman, president
and chief executive officer. The Company expects all restructuring actions
will be completed by December 31, 2000.
6. Effective July 1, 2000, the Company adopted Statement No. 133, "Accounting
for Derivative Instruments and Hedging Activities." This statement
establishes accounting and reporting standards for derivative financial
instruments. The Statement requires recognition of derivatives to be
recorded in the balance sheet at their fair value, and gains or losses
resulting from changes in the value of derivatives to be recognized
through earnings unless specific hedging criteria are met. At July 1, 2000,
the company had two fixed-to-floating interest rate swap agreements which,
when adjusted to fair value, resulted in a gain of $0.8 million in the first
quarter of fiscal 2001.
7. On September 29, 2000, the Company sold certain assets of its Dynamic
Diagrams business. Dynamic Diagrams provided web design and online content
services to corporations and STM journal publishers. Proceeds from the sale
totaled approximately $4.9 million (net of contingency reserves of $0.6
million), resulting in a loss on the transaction of $0.7 million.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Headquartered in Richmond, Virginia, Cadmus Communications Corporation
("Cadmus" or the "Company") provides end-to-end, integrated graphic
communications services to professional publishers, not-for-profit societies and
corporations. Cadmus is the world's largest provider of production services to
scientific, technical and medical journal publishers, the fourth largest
publications printer in North America, and a leading national provider of
specialty packaging products and services.
Effective July 1, 2000, the Company operates in two primary business segments:
Publication Services and Other Services. Publication Services provides products
and services to both not-for-profit and commercial publishers and serves three
primary markets: scientific, technical, and medical ("STM") journal services,
special interest and trade magazine publishers, and book and directory
publishers. This segment provides a full range of composition, editorial,
prepress, printing, warehousing and distribution services. In addition, this
group provides a full complement of digital products and services, including
content management, Internet and CD ROM-based electronic archiving, electronic
peer review and online publishing. Other Services include high quality
specialty packaging, web and sheet-fed promotional printing, and media
duplication, assembly, fulfillment and distribution, as well as catalog
photography and design services.
RESULTS OF OPERATIONS
---------------------
The following table presents the major components from the Condensed
Consolidated Statements of Income as a percent of net sales for the three-month
periods ended September 30, 2000 and 1999:
Three Months Ended
September 30,
2000 1999
----- ------
Net sales 100.0% 100.0%
Cost of sales 78.5 79.1
----- ------
Gross profit 21.5 20.9
Selling and administrative expenses 13.1 14.1
Restructuring and other charges - 13.3
----- ------
Operating income (loss) 8.4 (6.5)
Interest expense 4.5 4.9
Securitization costs 0.7 -
Other expenses (income), net (0.1) (0.2)
----- ------
Income (loss) before income taxes 3.3 (11.2)
Income tax expense (benefit) 1.4 (1.1)
----- ------
Net income (loss) 1.9 % (10.1)%
===== ======
Sales
Sales for the first quarter of fiscal 2001 were $115.7 million, compared to
$124.8 million in the first quarter of fiscal 2000. Adjusted for operations
divested or closed in fiscal 2000, net sales rose 2% from $113.3 million in the
prior year.
9
<PAGE>
Publication Services sales rose to $100.2 million in the first quarter of fiscal
2001, a 6% increase from $94.9 million in the prior year. STM journal services
and special interest magazines recognized revenue gains of 5% and 6%,
respectively, due to the combination of growth from existing relationships, new
customers and higher paper prices. Book and directory sales rose 2% in the
first quarter of fiscal 2001, compared to the prior year.
Sales in Other Services totaled $15.5 million in the first quarter of fiscal
2001, compared to $29.8 million in the same period of last year. Adjusted for
divested and closed operations, net sales declined 15% from $18.3 million in the
prior year. The decrease was due primarily to the Company's specialty packaging
business, which experienced continued industry-wide softness and reductions in
promotional spending by some of the Company's high-tech clients.
Gross Profit
Gross profit increased to 21.5% of net sales for the first quarter of fiscal
2001, compared to 20.9% for the same period of fiscal 2000. The improvement in
gross profit margin was primarily due to the elimination of losses from the
point of purchase business closed in fiscal 2000 and savings from restructuring
actions which offset lower gross margins from the Company's specialty packaging
business.
Selling and Administrative Expenses
Selling and administrative expenses, as a percentage of net sales, were 13.1%
for the first quarter of fiscal 2001 compared to 14.1% in the same period of the
prior year. This decline was primarily attributable to the favorable impact
resulting from the divestiture of certain marketing businesses in fiscal 2000,
which had higher selling and administrative expenses as a percentage of sales,
and to cost savings from fiscal 2000 restructuring program initiatives.
Restructuring and Other Charges
The Company recorded restructuring and other charges totaling $16.6 million
($14.1 million net of taxes) in the first quarter of fiscal 2000. These charges
included the $11.1 million write-off of intangible assets related to the
Company's point of purchase (POP) business, the $6.2 million write-off of
redundant manufacturing software resulting from the integration of Mack, and a
$0.7 million net gain from the closure and divestiture of the two marketing
businesses.
Operating Income
Operating income for the first quarter of fiscal 2001 was $9.8 million compared
to an operating loss of $8.1 million in the corresponding period of fiscal 2000.
Excluding restructuring and other charges, operating income rose 15% from $8.5
million in the prior year, and adjusted operating margins rose to 8.4% of net
sales for the first quarter of fiscal 2001, up from 6.8% of net sales in the
corresponding period of the prior year. This improvement was due to the
elimination of losses from the closed POP operations and improved performance
for Publication Services, which offset lower operating margins for specialty
packaging.
Interest and Other Expenses and Income Taxes
Interest expense and securitization costs, which totaled $6.0 million for the
first quarter of fiscal 2001, decreased from $6.2 million during the same period
in fiscal 2000. The decrease was due primarily to lower debt levels in fiscal
2001 and the favorable impact of the Company's receivables securitization
program, which offset higher year-over-year short-term interest rates.
The Company's effective income tax was 41.5% for the first quarter of fiscal
2001. In the first quarter of fiscal 2000, the Company had an income tax
benefit at an effective tax rate of 9.4%, which was largely attributable to the
non tax-deductible restructuring charges associated with the write-off of
certain intangible assets in that period.
10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Operating Activities
Net cash provided by operating activities for the first three months of fiscal
2001 totaled $5.3 million, compared to $16.9 million for the first three months
of fiscal 2000. This $11.6 million reduction in cash flow was primarily
attributable to a seasonal increase in working capital requirements and a $3.6
million increase in cash contributions to the Company's pension plan.
Investing Activities
Net cash provided by investing activities was $0.6 million for the first three
months of fiscal 2001, as compared to $1.9 million in the prior year. Capital
expenditures in the first quarter of fiscal 2001 were $3.2 million, and included
investments primarily in prepress equipment and new business and manufacturing
systems. Net proceeds from divested businesses totaled $3.8 million in the
first quarter of fiscal 2001 from the sale of the Company's Dynamic Diagrams
business. The Company estimates that capital expenditures for fiscal 2001 will
be approximate $22 million. Capital expenditures for the first quarter of
fiscal 2000 totaled $5.1 million. Proceeds from the sale of property, plant and
equipment totaled $1.8 million in the prior year, and related primarily to the
sale of a manufacturing facility related to the point of purchase business. Net
proceeds from divested businesses totaled $6.0 million last year and related to
the sale of the Company's Charlotte-based direct marketing agency. The Company
also made additional payments of $0.8 million in the prior year in connection
with its April, 1999 acquisition of Mack.
Financing Activities
Net cash used in financing activities was $10.4 million for the first quarter of
fiscal 2001 compared to $16.8 million in fiscal 2000. Cash provided by
operating activities during the quarter combined with existing cash balances at
June 30, 2000, were used to pay down $9.9 million in debt (before the impact of
securitization), and to fund $.4 million in dividend payments.
During the first quarter of fiscal 2000, the Company decreased its borrowings by
$16.3 million. This decline in total debt was attributable to $16.9 million in
net cash provided by operations and $1.9 million of net cash provided by
investing activities.
Total debt at September 30, 2000, was $193.1 million, down $8.6 million from
$201.7 million at June 30, 2000. The Company's debt to capital ratio was 61.7%
at September 30, 2000, down from 63.1% at June 30, 2000, primarily due to the
reduction in overall debt levels.
The primary cash requirements of the Company are for debt service, capital
expenditures, and working capital. The primary sources of liquidity will be
cash flow provided by operations and unused capacity under its senior credit and
receivables securitization facilities. The Company believes that these sources
will provide sufficient liquidity and capital resources to meet its anticipated
debt service requirements, capital expenditures, and working capital
requirements. The future operating performance and the ability to service or
refinance the Company's debt depends on the ability to implement the business
strategy and on general economic, financial, competitive, legislative,
regulatory and other factors, many of which are beyond the control of the
Company.
The previous discussions contain forward-looking information, as defined by the
Private Securities Litigation Reform Act of 1995, and, as such, are subject to
risks and uncertainties that could cause actual results to differ materially.
Potential risks and uncertainties include but are not limited to: (1)
continuing competitive pricing in the markets in which the Company competes, (2)
the gain or loss of significant customers or the decrease in demand from
existing customers, (3) the ability of the Company to continue to obtain
improved efficiencies and lower overall production costs, (4) changes in the
Company's product sales mix, (5) the performance of new management and
leadership teams in the Company and its divisions, (6) the impact of industry
consolidation among key customers, (7) the ability of the Company to operate
profitably and effectively with higher levels of indebtedness, and (8) the
ability to retain key employees and managers. The information included in this
analysis is representative only on the date hereof, and the Company undertakes
no obligation to update any forward-looking statements made.
11
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There have been no material changes to the information concerning the Company's
"Quantitative and Qualitative Disclosures about Market Risk" as previously
reported in the Company's Report on Form 10-K for the year ended June 30, 2000.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits:
Exhibit 27 Financial Data Schedule
b) Reports on Form 8-K:
On August 4, 2000, the Company filed a Form 8-K, which included the
press release dated August 3, 2000 regarding fiscal 2000 fourth
quarter and year-end financial results, as well as a copy of the
prepared remarks made on a conference call to analysts on the same
date.
12
<PAGE>
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.
CADMUS COMMUNICATIONS CORPORATION
Date: November 10, 2000
/s/ Bruce V. Thomas
-------------------
Bruce V. Thomas
President and Chief Executive Officer
Date: November 10, 2000
/s/ David E. Bosher
-------------------
David E. Bosher
Sr. Vice President, Chief Financial Officer, and Treasurer
13
