<PAGE> 1
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 quarterly period ended March 31, 1997
-------------------
Commission File Number 0-21548
--------------
SYNTHETIC INDUSTRIES L. P.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 13-3397585
- --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
309 LaFayette Road, Chickamauga, Georgia 30707
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(706) 375-3121
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether 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
--- ---
<PAGE> 2
PART I-FINANCIAL INFORMATION SYNTHETIC INDUSTRIES L.P.
ITEM 1. FINANCIAL INFORMATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
ASSETS 1997 1996
----------- -----------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash ......................................... $ 1,192 $ 103
Accounts receivable, net of allowance for
doubtful accounts of $3,461 and $3,036 ..... 50,645 47,861
Inventory (Note 3) ........................... 61,006 39,142
Other current assets (Note 4) ................ 19,143 14,655
----------- -----------
TOTAL CURRENT ASSETS ..................... 131,986 101,761
PROPERTY, PLANT AND EQUIPMENT, net (Note 5) .... 154,629 137,974
OTHER ASSETS ................................... 84,165 84,021
----------- -----------
$ 370,780 $ 323,756
=========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable ............................. $ 28,686 $ 20,227
Accrued expenses and other current liabilities 10,961 10,026
Income taxes payable (Note 7) ................ -- 1,407
Interest payable ............................. 2,388 6,024
Current maturities of long-term debt (Note 6) 688 659
----------- -----------
TOTAL CURRENT LIABILITIES ................ 42,723 38,343
LONG-TERM DEBT (Note 6) ........................ 212,029 194,353
DEFERRED INCOME TAXES (Note 7) ................. 25,875 25,875
MINORITY INTEREST IN SUBSIDIARY ................ 30,730 --
PARTNERS' CAPITAL:
General Partners' Equity ..................... 597 649
Limited Partners' Equity ..................... 58,826 64,536
----------- -----------
TOTAL PARTNERS' CAPITAL .................. 59,423 65,185
----------- -----------
$ 370,780 $ 323,756
=========== ===========
</TABLE>
See notes to consolidated financial statements
F-1
<PAGE> 3
SYNTHETIC INDUSTRIES L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT AND PER UNIT AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31 MARCH 31
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales .......................................... $ 75,358 $ 64,609 $ 146,215 $ 129,217
--------- --------- --------- ---------
Costs and expenses:
Cost of sales .................................... 51,123 46,170 101,166 96,087
Selling expenses ................................. 7,246 6,236 14,184 11,952
General and administrative expenses .............. 6,950 5,820 12,846 10,791
Amortization of excess purchase price over net
assets acquired and other intangibles .......... 648 648 1,296 1,296
--------- --------- --------- ---------
65,967 58,874 129,492 120,126
--------- --------- --------- ---------
Operating income ............................. 9,391 5,735 16,723 9,091
--------- --------- --------- ---------
Other expenses:
Interest expense ................................. 5,365 5,710 10,775 11,390
Amortization of deferred financing costs ......... 163 175 339 348
--------- --------- --------- ---------
5,528 5,885 11,114 11,738
--------- --------- --------- ---------
Income (loss) before income tax provision (benefit),
minority interest in subsidiary net loss
and extraordinary item ......................... 3,863 (150) 5,609 (2,647)
Income tax provision (benefit)
(Note 7) ....................................... 1,643 260 2,500 (340)
--------- --------- --------- ---------
Income (loss) before minority interest in
subsidiary net loss and extraordinary item ..... 2,220 (410) 3,109 (2,307)
Minority interest in subsidiary net loss (Note 10) . 3,430 -- 3,130 --
--------- --------- ---------
Income (loss) before extraordinary item ............ 5,650 (410) 6,239 (2,307)
Extraordinary item - Loss from early
extinguishment of debt (net of tax
benefit of $7,481) ............................ 11,950 -- 11,950 --
--------- --------- --------- ---------
NET LOSS ........................................... $ (6,300) $ (410) $ (5,711) $ (2,307)
========= ========= ========= =========
NET LOSS ATTRIBUTABLE TO:
General Partner ................................ $ (63) $ (4) $ (57) $ (23)
Limited Partner ................................ (6,237) (406) (5,654) (2,284)
--------- --------- --------- ---------
$ (6,300) $ (410) $ (5,711) $ (2,307)
========= ========= ========= =========
NET LOSS PER PARTNERSHIP UNIT ...................... $ (7,796) $ (508) $ (7,068) $ 2,855)
========= ========= ========= =========
Limited partnership units outstanding March 31, 1997, 1996 800
=========
</TABLE>
See notes to consolidated financial statements
F-2
<PAGE> 4
SYNTHETIC INDUSTRIES L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED MARCH 31,
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (loss) before extraordinary item ................................ $ 6,239 $ (2,307)
Adjustments to reconcile net (loss) income
to net cash provided by (used in) operations:
Minority interest in subsidiary net loss ............................. (3,130)
Depreciation and amortization of deferred financing and organization
costs and intangibles .............................................. 9,027 8,031
Provision for bad debts .............................................. 141 109
Deferred income taxes ................................................ 3,110 (490)
Change in assets and liabilities, net of acquisition:
Decrease in accounts receivable ..................................... 58 4,697
(Increase) decrease in inventory .................................... (20,501) 4,287
Decrease in other current assets .................................... 577 900
Increase (decrease) in accounts payable ............................. 8,459 (3,110)
Increase (decrease) in accrued expenses and other current liabilities 155 (397)
Decrease in income taxes payable .................................... (1,407) (1,207)
Decrease in interest payable ........................................ (3,636) (375)
----------- -----------
Cash (used in) provided by operating activities ................... (908) 10,138
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment ............................. (18,909) (13,650)
Investment in business (Note 9) ........................................ (9,354) --
----------- -----------
Cash used in investing activities .................................. (28,263) (13,650)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under term loan ............................................. -- 19,500
Repayments under term loan ............................................. (20,000) (500)
Net borrowings (repayments) under revolving credit line ................ 625 (15,176)
Issuance of 9 1/4% Senior subordinated debentures ...................... 170,000 --
Redemption of 12 3/4% Senior subordinated debentures ................... (132,597) --
Repayment costs on early extinguishment of debt ........................ (15,920) --
Proceeds from underwritten public offering .............................. 33,681 --
Debt issuance costs ..................................................... (5,290) (98)
Repayments of capital lease obligation and other long term debt ........ (323) (19)
----------- -----------
Cash provided by financing activities .............................. 30,176 3,707
Effect of exchange rate changes on cash ............................ 84 (37)
----------- -----------
NET INCREASE IN CASH ..................................................... 1,089 158
CASH AT BEGINNING OF PERIOD .............................................. 103 110
----------- -----------
CASH AT END OF PERIOD .................................................... $ 1,192 $ 268
=========== ===========
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest ............................................................... $ 14,411 $ 11,765
Income taxes ........................................................... 797 1,387
</TABLE>
See notes to consolidated financial statements
F-3
<PAGE> 5
SYNTHETIC INDUSTRIES L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF DOLLARS)
(INFORMATION AS OF MARCH 31, 1997 AND FOR THE
PERIODS ENDING MARCH 31, 1997 AND 1996 IS UNAUDITED)
1. ORGANIZATION
Synthetic Industries L.P. (the "Partnership") is a limited partnership
organized under the laws of Delaware. In December 1986, the Partnership
acquired all of the issued and outstanding shares of Synthetic Industries, Inc.
(the "Company"). The Company manufactures and markets a wide range of
polypropylene-based fabric and fiber products designed for industrial
applications. The Company's diverse mix of products are marketed to the floor
covering, construction and technical textile markets for such end-use
applications as carpet backing, geotextiles, erosion control, concrete
reinforcement and furniture construction fabrics. Prior to November 1, 1996,
the Company was a wholly owned subsidiary of Synthetic Industries L.P. As a
result of the Company's underwritten public offering (Note 8) on November 1,
1996, Synthetic Industries L.P. owns approximately 67% of the Company's
outstanding common stock as of March 31, 1997.
Since its organization in 1986, the Partnership has conducted no business
except (I) engaging in the transactions described in a confidential offering
memorandum dated January 16, 1987, as supplemented, relating to the offering
and sale of units of limited partnership interest in the Partnership; and (II)
owning and voting its share of the Company's Common Stock.
2. INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements as of March 31, 1997 and for the periods
ended March 31, 1997 and 1996 included herein have been prepared, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of management, all adjustments (consisting of
normal recurring accruals) necessary for a fair presentation of the financial
position at March 31, 1997 and 1996, and the results of operations for the
three and six months then ended have been made on a consistent basis. Certain
information and footnote disclosures included in consolidated financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
management believes that the disclosures herein are adequate to make the
information presented not misleading. It is suggested that these consolidated
financial statements be read in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations and the consolidated
financial statements of the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1996. Operating results for the three and six months
ended March 31, 1997 may not necessarily be indicative of the results that may
be expected for the full year.
1
<PAGE> 6
3. INVENTORY
<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1997 1996
---- ----
<S> <C> <C>
Finished goods ............... $35,381 $22,555
Work in process .............. 9,854 7,937
Raw materials ................ 15,771 8,650
------- -------
$61,006 $39,142
======= =======
</TABLE>
4. OTHER CURRENT ASSETS
<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1997 1996
---- ----
<S> <C> <C>
Prepaid supplies ............. $ 9,288 $ 8,283
Deferred tax assets .......... 9,136 4,765
Other ........................ 719 1,607
------- -------
$19,143 $14,655
======= =======
</TABLE>
5. PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1997 1996
---- ----
<S> <C> <C>
Land ......................... $ 4,458 $ 4,458
Buildings and improvements ... 29,298 29,298
Machinery and equipment and
leasehold improvements....... 203,433 179,386
------------ ------------
237,189 213,142
Accumulated depreciation ..... 82,560 75,168
------------ ------------
$ 154,629 $ 137,974
============ ============
</TABLE>
2
<PAGE> 7
6. LONG-TERM DEBT
<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1997 1996
---- ----
<S> <C> <C>
Secured revolving credit facility
Secured revolving credit portion .. $ 4,618 $ 3,993
Term loan portion ................. 25,000 45,000
9 1/4% Senior Subordinated
Notes, due 2007 ................... 170,000 --
12 3/4% Senior Subordinated
Debentures, due 2002 .............. 7,403 140,000
Capital lease obligation ............ 4,397 4,698
Other ............................... 1,299 1,321
---------- ------------
212,717 195,012
Less current portion ................ 688 659
---------- ------------
Total long term portion ............. $ 212,029 $ 194,353
========== ============
</TABLE>
On February 11, 1997, the Company issued $170,000 in aggregate
principal amount of 9 1/4% Senior Subordinated Notes due 2007 (the
"Notes"), which represent unsecured obligations of the Company. The
Notes are redeemable at the option of the Company at any time on or
after February 15, 2002, initially at 104.625% of their amount,
together with accrued interest, with declining redemption prices
thereafter. Interest on the Notes is payable semi-annually on
February 15 and August 15.
In connection with the issuance of the Notes, the Company redeemed
approximately $133,000 principal amount of its 12 3/4% Senior
Subordinated Debentures due 2002 (the "Debentures") at a redemption
price of 111.07% of the principal amount thereof. In addition, the
Company repaid $20,000 of its outstanding term loan borrowings as of
March 5, 1997. In connection with the early extinguishment of debt,
the Company recorded an extraordinary loss of $11,950 (representing
call premium and prepayment fees of $15,920 and write off of deferred
financing costs of $3,511, net of an income tax benefit of $7,481)
during the second quarter of fiscal 1997.
On October 20, 1995, the Company and its lenders entered into the
Fourth Amended and Restated Revolving Credit Agreement (as amended to
date, the "Amended Credit Facility"). The Amended Credit Facility,
with a termination date of October 1, 2001, provided for potential
borrowing capacity of up to $85,000 being comprised of term loan
borrowings of $45,000 and a revolving credit loan portion (the
"Revolver") of $40,000. The term loan balance at March 31, 1997, was
$25,000, of which $10,000 is payable in 1999 and $15,000 is payable in
2000. The Revolver provides for availability based on a borrowing
formula consisting of 85% of eligible accounts receivable and 50% of
eligible inventory, subject to certain limitations and reserves.
These reserves include outstanding letters of credit of $1,100 and the
remaining balance due under the Debentures of $7,400. Accordingly, at
March 31, 1997, availability under the Revolver was $19,051.
3
<PAGE> 8
7. INCOME TAXES
The provision for income taxes before extraordinary item in the
consolidated statements of operations reflects the effective tax rate of
43% and 45% for the three and six months ended March 31, 1997.
This provision reflects the non-deductibility of certain expenses for
income tax purposes such as amortization of goodwill. Deferred income
taxes result from temporary differences between tax bases of assets and
liabilities and their reported amounts in the consolidated statements of
operations.
8. UNDERWRITTEN PUBLIC OFFERING
On November 1, 1996, the Company sold 2,875,000 shares of Common Stock in
an underwritten public offering. The net proceeds to the Company from the
sale (after payment of underwriting discounts and expenses) were
approximately $34,000.
9. BUSINESS ACQUISITION
On February 27, 1997, the Company acquired certain assets of the Spartan
Technologies division of Spartan Mills for approximately $9,400. The
assets will be used primarily in the manufacturing of nonwoven fabrics
used in the geotextile and furniture and bedding markets. The acquisition
has been accounted for using the purchase method of accounting, and,
accordingly, the purchase price has been allocated to the net assets
acquired (accounts receivable, inventory, and property, plant and
equipment) based upon the fair market value (which approximates cost) at
the date of acquisition. The operating results of the acquired business
have been included in the consolidated statement of operations from the
date of acquisition.
10. MINORITY INTEREST
Minority interest in net loss of the subsidiary includes a loss of
approximately $4,000 due to the extraordinary item - loss on early
extinguishment of debt (net of tax).
11. CONTINGENCY
The general partner of the Registrant, SI Management L.P. (the "General
Partner"), Synthetic Management G.P., Leonard Chill, Jon P. Beckman, W.
Wayne Freed, Ralph Kenner, W. Gardner Wright, Chill Investments, Inc.,
Beckman Investments, Inc., Freed Investments, Inc., Kenner Investments,
Inc., and Wright Investments, Inc., as defendants, and the Partnership, as a
nominal defendant, have been named in a putative class action lawsuit filed
February 11, 1997 in the Delaware Court of Chancery by a limited partner of
the Partnership on behalf of himself, the other limited partners and the
Partnership. The plaintiff has alleged, among other things, breach of the
defendants' fiduciary duty to achieve the highest possible value for the
limited partners in connection with the November 1, 1997 Common Stock
Offering of the Company by failing to explore alternative transactions that
4
<PAGE> 9
could potentially threaten their positions with and control over the Company
and the benefits derived therefrom. The plaintiff seeks, among other things,
removal of the General Partner, dissolution of the Partnership, appointment of
a receiver, recession of certain stock option grants and employment agreements
and compensatory damages in an undetermined amount. The General Partner
believes that the claims against the General Partner in this action are without
merit and that the ultimate resolution will not have a material adverse effect
on the Registrant.
5
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(IN THOUSANDS OF DOLLARS)
Since its organization in 1986 and subsequent admission of Limited
Partners, the Partnership has conducted no business except owning and voting
its share of the Company's Common Stock. As a result, the discussion and
analysis of financial condition and results of operations presented below
relates to the operations of the Company.
LIQUIDITY AND CAPITAL RESOURCES
To finance its capital expenditure program and fund its operational needs,
the Company has relied upon cash provided by operations, supplemented as
necessary by bank lines of credit and long-term indebtedness. Cash used in
operating activities for the six months ended March 31, 1997, was $908
primarily as a result of an increase in inventory of $20,501, due to seasonal
buildups, financed principally through income before extraordinary item of
$3,064 and noncash charges of $12,278, as well as an increase in accounts
payable of $8,459.
On November 1, 1996, the Company received net proceeds of approximately
$34,000 (after payment of underwriting discounts and commissions and expenses)
from the sale of 2,875,000 shares of Common Stock in an underwritten public
offering. These proceeds, together with the proceeds received from the
February 11, 1997 issuance of $170,000 in aggregate principal amount of the
Company's 9 1/4% Senior Subordinated Notes due February 15, 2007 (the "Notes"),
were utilized primarily to retire approximately $133,000 of the Company's 12
3/4% Senior Subordinated Debentures due 2002 (the "Debentures"), pay the
related prepayment costs and fees associated with the refinancing of $15,920
and to repay $20,000 of certain outstanding indebtedness under the Company's
Fourth Amended and Restated Revolving Credit and Security Agreement, dated as
of October 20, 1995, as subsequently amended, among the Company, the lenders
party thereto and The First National Bank of Boston, as agent (the "Amended
Credit Facility"). In connection therewith, the Company recorded an
extraordinary loss of $11,950 net of tax benefit of $7,481.
These net proceeds were also utilized to invest in capital expenditures of
$18,909 and to acquire certain assets of the Spartan Technologies division of
Spartan Mills for approximately $9,400. Additional capital expenditures
planned for fiscal 1997 are approximately $31,000, primarily to expand the
capacity of the Company's manufacturing facilities, subject to prevailing
market conditions.
The Amended Credit Facility, with a termination date of October 1, 2001,
provides for potential borrowing capacity of up to $85,000 being comprised of
term loan borrowings of $45,000 and a revolving credit loan portion (the
"Revolver") of $40,000. The term loan balance at March 31, 1997, was $25,000,
of which $10,000 is payable in 1999 and $15,000 is payable in 2000. The
Revolver provides for availability based on a borrowing formula consisting of
85% of eligible accounts receivable and 50% of eligible inventory, subject to
certain limitations and reserves. These reserves include outstanding letters
of credit of $1,100 and the remaining balance due under the Debentures of
$7,400. Accordingly, at March 31, 1997, availability under the Revolver is
$19,051. The Company is currently in the process of renegotiating the Amended
Credit Facility, primarily to increase borrowing flexibility and extend the
term which is due to expire on October 1, 2001.
6
<PAGE> 11
Based on current levels of operations and anticipated growth, the Company's
management expects cash from operations to provide sufficient cash flow to
satisfy the debt service requirements of the Company's long-term debt
obligations, including the Amended Credit Facility and lease agreements, permit
anticipated capital expenditures and fund the Company's working capital
requirements for the next twelve months.
RESULTS OF OPERATIONS
The following table sets forth the percentage relationships to net sales of
certain income statement items for the three and six months ended March 31,
1997 and 1996.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales .................................. 100.0 100.0% 100 .0% 100.0%
Cost of sales .............................. 67.8 71.5 69.2 74.4
--------- --------- --------- ---------
Gross profit ............................ 32.2 28.5 30.8 25.6
Selling expenses ........................... 9.6 9.7 9 .7 9.3
General and administrative
expenses ........................... 9.2 9.0 8 .8 8.4
Amortization of intangibles ................ 0.9 1.0 0 .9 1.0
--------- --------- --------- ---------
Operating income ........................... 12.5 8.8 11.4 6.9
Interest expense ........................... 7.1 8.8 7 .4 8.8
Amortization of deferred
financing costs .................... 0.2 0.3 0 .2 0.3
--------- --------- --------- ---------
Income (loss) before
provision for taxes, minority
interest in subsidiary net loss
and extraordinary item ......... 5.2 (0.3) 3 .8 (2.2)
Provision (benefit) for
income taxes .................. 2.3 0.4 1 .7 (0.3)
--------- --------- --------- ---------
Income (loss) before minority
interest in subsidiary net loss
and extraordinary item ........ 2.9% (0.7%) 2 .1% (1.9%)
========= ========= ========= =========
</TABLE>
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31
Net sales for the quarter ended March 31, 1997 were $75,358 compared to
$64,609 for the same period of fiscal 1996, an increase of $10,749, or 16.6%.
Carpet backing sales for the quarter ended March 31, 1997 were $40,206 compared
to $35,336 for the same period of fiscal 1996, an increase of $4,870, or 13.8%.
Construction and civil engineering product sales for the quarter ended March
31, 1997 were $19,675 compared to $15,056 for the same period of fiscal 1996,
an increase of $4,619, or 30.7%. Technical textiles sales for the quarter
ended March 31, 1997 were $15,477 compared to $14,217 for the same period of
fiscal 1996, an increase of $1,260, or 8.9%.
7
<PAGE> 12
Gross profit for the quarter ended March 31, 1997 was $24,235 compared to
$18,439 for the same period of fiscal 1996, an increase of $5,796, or 31.4%.
As a percentage of sales, gross profit increased to 32.2% from 28.5%. This
increase was primarily due to increased sales volume and lower average
polypropylene costs.
Polypropylene is the basic raw material used in the manufacture of
substantially all of the Company's products, accounting for approximately 50%
of the Company's cost of goods sold. The Company believes that the selling
prices of its products have adjusted over time to reflect changes in
polypropylene prices. Higher prices of polypropylene, however, without
offsetting selling price increases could have a significant negative effect on
the Company's results of operations and financial condition. Due to the level
of competition, the Company, historically, has been able to pass through only a
portion of the polypropylene cost increases through higher selling prices of
certain product lines.
The Company has not experienced any shortage of supply of polypropylene;
however, continuous increases in demand or major supply disruptions without
offsetting increases in manufacturing capacities could cause future supply
shortages.
Selling expenses for the quarter ended March 31, 1997 were $7,246 compared
to $6,236 for the same period of fiscal 1996, an increase of $1,010, or 16.2%.
This increase was primarily due to increased expenditures associated with
higher sales volume as well as increased marketing expenses. These expenses are
related to the Company's expectation of higher sales in fiscal 1997 resulting
from the completion of the fiscal 1996 capacity expansion program. As a
percentage of sales, selling expenses decreased from 9.7% to 9.6%.
General and administrative expenses for the quarter ended March 31, 1997
were $6,950 compared to $5,820 for the same period of fiscal 1996, an increase
of $1,130, or 19.4%. As a percentage of sales, general and administrative
expenses increased from 9.0% to 9.2%. The increase in general and
administrative expenses was primarily due to infrastructure expenditures, which
included an increased investment in the Company's Management Information
System, to support anticipated Company growth.
Operating income for the second quarter of fiscal 1997 was $9,391 as
compared to $5,735 for the same period of fiscal 1996, an increase of $3,656,
or 63.7%. As a percentage of sales, operating income increased to 12.5% in
fiscal 1997 from 8.8% in fiscal 1996. This increase was primarily due to
higher sales volumes and lower average raw material costs offset by slightly
increased general and administrative costs.
Interest expense for the second quarter of fiscal 1997 was $5,365 compared
to $5,710 for the same period of fiscal 1996, a decrease of $345, or 6.0%, due
to interest income of $223 as well as a lower interest rate on the outstanding
debt and the prepayment of the Credit Facility.
The effective income tax rate before the effect of minority interest in
subsidiary net loss and extraordinary item for the three months ended March 31,
1997 was 43%, due primarily to the effect of nondeductible expenses, including
the amortization of goodwill, on taxable income in fiscal 1997.
8
<PAGE> 13
Income before minority interest in subsidiary net loss and extraordinary
loss for the second quarter of fiscal 1997 was $2,220 compared to net loss of
$410 for the second quarter of fiscal 1996, an increase of $2,630. Earnings
before interest, taxes, depreciation and amortization ("EBITDA"(1)) for the
second quarter of fiscal 1997 were $13,775 compared to $9,584 for the second
quarter of fiscal 1996, an increase of $4,191, or 43.7%. The increase in
income, as well as EBITDA, was primarily due to higher sales volumes and lower
average raw material costs offset by slightly increased general and
administrative costs.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 31
Net sales for the six months ended March 31, 1997 were $146,215 compared to
$129,217 for the same period of fiscal 1996, an increase of $16,998, or 13.2%.
Carpet backing sales for the six months ended March 31, 1997 were $77,128
compared to $68,889 for the same period of fiscal 1996, an increase of $8,239,
or 12.0%. Construction and civil engineering product sales for the six months
ended March 31, 1997 were $40,747 compared to $34,456 for the same period of
fiscal 1996, an increase of $6,291, or 18.3%. Technical textiles sales for the
six months ended March 31, 1997 were $28,340 compared to $25,872 for the same
period of fiscal 1996, an increase of $2,468, or 9.5%.
Gross profit for the six months ended March 31, 1997 was $45,049 compared
to $33,130 for the same period of fiscal 1996, an increase of $11,919, or
36.0%. As a percentage of sales, gross profit increased to 30.8% from 25.6%.
This increase was primarily due to increased sales volume and lower average
polypropylene costs.
Selling expenses for the six months ended March 31, 1997 were $14,184
compared to $11,952 for the same period of fiscal 1996, an increase of $2,232,
or 18.7%. This increase was primarily due to increased expenditures associated
with higher sales volume as well as increased marketing expenses. These
expenses are related to the Company's expectation of higher sales in fiscal
1997 resulting from the completion of the fiscal 1996 capacity expansion
program. As a percentage of sales, selling expenses increased from 9.3% to
9.7%.
General and administrative expenses for the six months ended March 31, 1997
were $12,846 compared to $10,791 for the same period of fiscal 1996, an
increase of $2,055, or 19.0%. As a percentage of sales, general and
administrative expenses increased from 8.4% to 8.8%. The increase in general
and administrative expenses was primarily due to infrastructure expenditures,
which included an increased investment in the Company's Management Information
System, to support anticipated Company growth.
Operating income for the first six months of fiscal 1997 was $16,723 as
compared to $9,091 for the same period of fiscal 1996, an increase of $7,632,
or 84.0%. As a percentage of sales, operating income increased to 11.4% in
fiscal 1997 from 6.9% in fiscal 1996. This was primarily due to higher sales
volumes and lower average raw material costs offset by slightly increased
selling and general and administrative costs.
- ---------------
(1) The Company believes that EBITDA is helpful in understanding cash flow from
operations that is available for debt service, taxes and capital expenditures.
EBITDA is not a concept recognized with generally accepted accounting
principles and is not a substitute for operating income, net income or cash
flows from operating activities.
9
<PAGE> 14
Interest expense for the first six months of fiscal 1997 was $10,775
compared to $11,390 for the same period of fiscal 1996, a decrease of $615, or
5.4%, due to interest income of $395 as well as a lower interest rate on the
outstanding debt and the prepayment of the Credit Facility.
The effective income tax rate before the effect of the minority interest
in subsidiary net loss and extraordinary item for the six months ended March
31, 1997 was 45% due primarily to the effect of nondeductible expenses,
including the amortization of goodwill, on taxable income in fiscal 1997.
Income before minority interest in subsidiary net loss and extraordinary
loss for the six months ended March 31, 1997, was $3,109 compared to net loss
of $2,307 for the same period of fiscal 1996, an increase of $5,416. EBITDA
for the first six months of fiscal 1997 were $25,411 compared to $16,774 for
the first six months of fiscal 1996, an increase of $8,637, or 51.4%. The
increase in income, as well as EBITDA, was primarily due to higher sales
volumes and lower average raw material costs offset by slightly increased
selling and general and administrative costs.
RECENT ACCOUNTING PRONOUNCEMENT
In October 1995, the Financial Accounting Standard Board issued Statement
of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation" which is effective for the Company's fiscal year ending September
30, 1997. SFAS No. 123 establishes financial accounting and reporting
standards for stock-based employee compensation plans. The Company will
account for stock-based compensation awards under the provisions of APB Opinion
No. 25, as permitted by SFAS No. 123. In accordance with SFAS No. 123,
beginning in the fiscal year ending September 30, 1997, the Company will make
pro forma disclosures relative to stock-based compensation as part of the
accompanying footnotes to the consolidated statements of operations.
10
<PAGE> 15
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(1) 2.1 Acquisition Agreement dated November 21, 1986 between
Synthetic Industries, Inc., Synthetic Industries Limited,
Polyweave Corporation, the shareholders of Synthetic
Industries, Inc., Synthetic Industries Limited and SI
Holding Inc. including exhibits thereto.
(1) 2.2 Plan and Agreement of Merger dated December 4, 1986.
(2) 2.3 Asset Purchase Agreement dated October 12, 1990
between Synthetic Industries, Inc. and Chicopee.
(10) 3.1 Certificate of Incorporation of Synthetic Industries,
Inc. (including all amendments to date) filed with the
Secretary of the State of Delaware.
(10) 3.2 Amended and Restated By-Laws of Synthetic Industries,
Inc. (including all amendments to date).
(4) 4.1 Form of Indenture between Synthetic Industries, Inc.
and United States Trust Company of New York, Trustee, in
respect to the 12-3/4% Senior Subordinated Debentures due
2002.
(9) 4.2 Supplemental Form of Indenture between Synthetic
Industries, Inc. and United States Trust Company of New
York, Trustee, in respect to the 12-3/4% Senior
Subordinated Debentures due 2002.
(9) 10.1 Fourth Amended and Restated Revolving Credit and
Security Agreement dated as of October 20, 1995 among
Synthetic Industries, Inc., The First National Bank of
Boston and other Lenders listed on Schedule I thereto, and
The First National Bank of Boston, as agent on behalf of
the Lenders.
(9) 10.2 Amendment No. 1 to the Fourth Amended and Restated
Revolving Credit and Security Agreement dated as of
December 1, 1995
(11) 10.3 Amendment No. 2 to the Fourth Amended and Restated
Revolving Credit and Security Agreement dated as of
December 1, 1995
(9) 10.4 Amendment No. 3 to the Fourth Amended and Restated
Revolving Credit and Security Agreement dated as of
December 1, 1995
(2) 10.5 US Patent No. 4,867,614, Reinforced Soil and Method
(Exp. December 13, 2003).
(2) 10.6 US Patent No. 4,790,691, Fiber Reinforced Soil and
Method (Exp. December 13, 2003).
(2) 10.7 US Patent No. 5,007,766, Shaped Barrier for Erosion
Control and Sediment Collection (Exp. April 16, 2008).
11
<PAGE> 16
(1) 10.8 Lease agreement dated November 22, 1971 between
Murray Sobel and Synthetic Industries, Inc. (including
all amendments to date).
(1) 10.9 Lease agreement dated February 13, 1969, between
Murray Sobel and wife, Marcela S. Sobel, and Joseph F.
Decosimo, Frank M. Thompson and Murray Sobel, Trustees and
Synthetic Industries, Inc. (including all amendments to
date).
(2) 10.10 Lease agreement dated December 17, 1990 between
Chicopee and Synthetic Industries, Inc.
(2) 10.11 Lease agreement dated January 17, 1991 between
Herchel L. Webster and Allie Ree Webster and Synthetic
Industries, Inc. (the "Lumite Lease").
(6) 10.12 Amendment to the Lumite Lease dated October 1,
1992.
(2) 10.13 Consulting Agreement dated July 23, 1991 between
Texpro Limitada y Cia S.C.A. and Synthetic Industries,
Limited.
(7) 10.14 Supply Contract between Eastman Chemical Products,
Inc. and Synthetic Industries, Inc. dated December 13,
1991.
(13) 10.15 Agreement dated September 6, 1996 between Leonard
Chill and Synthetic Industries, Inc.
(13) 10.16 Agreement dated September 6, 1996 between W. Wayne
Freed and Synthetic Industries, Inc.
(13) 10.17 Agreement dated September 6, 1996 between Ralph A.
Kenner and Synthetic Industries, Inc.
(13) 10.18 Agreement dated September 6, 1996 between Gardner
Wright, Jr. and Synthetic Industries, Inc.
(13) 10.19 Agreement dated September 6, 1996 between John M.
Long and Synthetic Industries, Inc.
(13) 10.20 Agreement dated September 6, 1996 between Charles T.
Koerner and Synthetic Industries, Inc.
(2) 10.21 Agreement dated September 6, 1996 between Robert J.
Breyley, Sr. and Fibermesh Company.
(13) 10.22 Agreement dated September 6, 1996 between Joseph
Sinicropi and Synthetic Industries, Inc.
(13) 10.23 Agreement dated September 6, 1996 between W.O.
Falkenberry and Synthetic Industries, Inc.
(13) 10.24 Agreement dated September 6, 1996 between Bobby
Callahan and Synthetic Industries, Inc.
(8) 10.25 1994 Stock Option Plan for Non-Employee Directors
12
<PAGE> 17
(8) 10.26 1994 Stock Option Plan
(11) 10.27 1996 Stock Option Plan
(11) 10.28 Incentive Compensation Plan Fiscal Year 1994/1995
(11) 10.29 Incentive Compensation Plan Fiscal Year 1995/1996
(12) 10.30 Form of Registration Rights Agreement between
Synthetic Industries, L.P. and Synthetic Industries, Inc.
dated as of October 31, 1996.
(13) 10.31 Amendment No. 4 to the Fourth Amended and Restated
Revolving Credit and Security Agreement dated as of
September 27, 1996.
(14) 10.32 Amendment No. 5 to the Fourth Amended and Restated
Revolving Credit and Security Agreement dated as of
October 28, 1996.
(15) 10.33 Amendment No. 6 to the Fourth Amended and Restated
Revolving Credit and Security Agreement dated as of
January 29, 1997.
27. Financial Data Schedule
- --------------
(1) Filed as an exhibit to the Company's Registration Statement on Form
S-1 (33-11479) as filed with the Securities and Exchange Commission
on January 23, 1987 and incorporated herein by reference.
(2) Filed as an exhibit to the Company's Registration Statement on Form
S-1 (33-51206) as filed with the Securities and Exchange Commission
on August 24, 1992 and incorporated herein by reference.
(3) Filed as an exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1993 and incorporated herein by
reference.
(4) Filed as an exhibit to the Company's Amendment No. 3 to the
Registration on Form S-1 (33-51206) as filed with the Securities and
Exchange Commission on December 4, 1992 and incorporated herein by
reference.
(5) Filed as an exhibit to the Partnership's Registration Statement on
Form 10 (0-21548) as filed with the Securities and Exchange
Commission on April 16, 1993 and incorporated herein by reference.
(6) Filed as an exhibit to the Partnership's Amendment No. 1 to the
Registration Statement on Form 10 (0-21548) as filed with the
Securities and Exchange Commission on August 10, 1993 and
incorporated herein by reference.
(7) Pursuant to an order dated October 19, 1992, the Securities and
Exchange Commission granted confidential treatment with respect to
certain portions of this exhibit under Rule 406 of the Securities
Act of 1933, as amended.
(8) Filed as an exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1994 and incorporated herein
by reference.
13
<PAGE> 18
(9) Filed as an exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1995 and incorporated herein by
reference.
(10) Filed as an exhibit to the Company's Registration Statement on Form
8-A (0-12357) as filed with the Securities and Exchange Commission
on October 24, 1996 and incorporated herein by reference.
(11) Filed as an exhibit to the Company's Registration Statement on Form
S-1 (333-09377) as filed with the Securities and Exchange
Commission on August 1, 1996 and incorporated herein by reference.
(12) Filed as an exhibit to Amendment No. 1 to the Company's Registration
Statement on Form S-1 (333-09377) as filed with the Securities and
Exchange Commission on September 13, 1996 and incorporated herein by
reference.
(13) Filed as an exhibit to Amendment No. 2 to the Company's Registration
Statement on Form S-1 (333-09377) as filed with the Securities and
Exchange Commission on October 2, 1996 and incorporated herein by
reference.
(14) Filed as an exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1996 and incorporated herein by
reference.
(15) Filed as an exhibit to the Company's Annual Report on Form 10-Q for
the quarter ended December 31, 1996 and incorporated herein by
reference.
(b) Reports of Form 8-K
None.
14
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
SYNTHETIC INDUSTRIES L.P.
By: SI MANAGEMENT L.P.
General Partner
By: SYNTHETIC MANAGEMENT G.P.
General Partner
By: CHILL INVESTMENTS, INC.
Managing General Partner
By: /s/ Leonard Chill
---------------------
Leonard Chill
President
Dated: May 14,1997
15
<PAGE> 20
[EXECUTION COPY]
AMENDMENT NO. 6 AND CONSENT
to
FOURTH AMENDED AND RESTATED REVOLVING
CREDIT AND SECURITY AGREEMENT
dated as of October 20, 1995
THIS AMENDMENT NO. 6 dated as of January 29, 1997 is made by
and among Synthetic Industries, Inc., a Delaware corporation (the "Borrower"),
The First National Bank of Boston ("Bank of Boston"), Sanwa Business Credit
Corporation ("Sanwa") and SouthTrust Bank of Georgia, N.A. ("SouthTrust" and
together with Bank of Boston and Sanwa, the "Lenders"), and Bank of Boston as
agent (the "Agent") for the Lenders.
Preliminary Statements
The Borrower, the Lenders and the Agent are parties to a
Fourth Amended and Restated Revolving Credit and Security Agreement dated as of
October 20, 1995, as amended by Amendment No. 1 dated as of December 1, 1995,
Amendment No. 2 dated as of February 14, 1996, Amendment No. 3 dated as of
March 15, 1996, Amendment No. 4 dated as of September 26, 1996 and Amendment
No. 5 dated as of November 4, 1996 (the "Credit Agreement"; terms defined
therein and not otherwise defined herein being used herein as therein defined).
The Borrower has requested, and the Lenders and the Agent have
agreed, upon and subject to the terms, conditions and provisions of this
Amendment, the right to refinance the Senior Subordinated Debentures, in part
by the issuance of new Indebtedness.
Accordingly, in consideration of the Credit Agreement, the
Loans made by the Lenders and outstanding thereunder, the mutual promises
hereinafter set forth and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
Section 1. Amendments to Credit Agreement. The Credit Agreement
is hereby amended, subject to the provisions of Section 3 of this Amendment, by
( a ) amending Section 1.1 Definitions by
( i ) amending the definition "Indenture" in its entirety to
read as follows:
"Indenture" means the 1992 Indenture or the 1997 Indenture.
16
<PAGE> 21
( ii ) amending the definition "Senior Subordinated
Debentures" in its entirety to read as follows:
"Senior Subordinated Debentures" means the Senior Subordinated
Debentures Due 2002 in an original aggregate principal amount of
$140,000,000, issued by the Borrower pursuant to the 1992 Indenture,
and the notes issued by the Borrower pursuant to the 1997 Indenture,
PROVIDED, that such notes bear interest at a rate that does not exceed
11-1/4% per annum, are payable as to principal in a single installment
not sooner than the tenth anniversary of the date of issuance, and the
proceeds thereof are applied, first, to the repayment of principal of,
and accrued interest and premium, if any, on the Senior Subordinated
Debentures issued by the Borrower pursuant to the 1992 Indenture, and
only after such Debentures have been paid in full or defeased (or such
payment or defeasance provided for in a manner satisfactory to the
Agent) and the 1992 Indenture has been terminated (or has otherwise
ceased to be effective except with respect to any defeasance or other
matters satisfactory to the Agent), applied to any other purpose.
( iii ) adding thereto in appropriate alphabetical order, the
following new definitions:
"1997 Indenture" means the Indenture dated as of February 1,
1997, to which the Borrower and United States Trust Company of New
York are parties, as the same may be supplemented, amended and
modified from time to time, consistent with the provisions of this
Agreement.
"1992 Indenture" means the Indenture dated as of December 14,
1992, to which the Borrower and United States Trust Company of New
York are parties, as the same may have been and may hereafter be
supplemented, amended and modified from time to time, consistent with
the provisions of this Agreement.
( b ) amending Section 9.4 Copies of Other Reports by
inserting in subsection (b) thereof immediately after the word
"stockholders" appearing therein, the phrase "or holders of its Senior
Subordinated Debentures or any trustee for such holders"; and
( c ) amending Section 11.1 Events of Default by deleting the
notation "Reserved" appearing in subsection (o) thereof and
substituting therefor the following:
(o) Change of Control. Events shall occur or circumstances
shall exist by reason of which the Borrower becomes obligated pursuant
to the terms of the applicable Indenture, to offer to purchase or
repurchase any Senior Subordinated Debentures, including, without
being limited to, pursuant to Section 4.15 of the 1997 Indenture.
Section 2. Consent. The Agent and the Lenders hereby
consent, subject to the provisions of Section 3 of this Amendment, to the
issuance by the Borrower of not less than $125,000,000 in original aggregate
principal amount of __% Senior Subordinated Notes due 2007 pursuant to the
Indenture dated as of February 1, 1997 (the "1997 Indenture") between the
Borrower and United States Trust Company of New York, Trustee (the "New
Subordinated Debt") and the repayment of the Senior Subordinated Debentures
outstanding pursuant to the 1992 Indenture (as defined in the Credit Agreement
as amended by this Amendment).
Section 3. Effectiveness of Amendment. Sections 1 and 2
of this Amendment shall become effective as of the first date (the "Amendment
Effective Date") on which all of the following conditions have been satisfied:
( a ) The Agent shall have received the following, in
sufficient copies for all the Lenders, in form and substance satisfactory to
the Agent:
17
<PAGE> 22
( i ) at least seven copies of this Amendment, each duly
executed and delivered by the Borrower and the Lenders, and
( ii ) a certificate of the president or chief financial
officer of the Borrower to the effect that after giving effect to this
Amendment,
( A ) all representations and warranties of the
Borrower set forth in the Credit Agreement and the other Loan
Documents are true and correct on and as of the Amendment
Effective Date, and
( B ) no Default or Event of Default has occurred
and is continuing, and
such statements shall be true and there shall be attached to such
certificate any amended Schedules to the Credit Agreement necessary to
make such statements true.
( b ) The New Subordinated Debt shall have been issued by
the Borrower in an aggregate original principal amount of not less than
$125,000,000, at a fixed interest rate per annum not greater than 11-1/4% and
repayable as to principal in a single installment not earlier than the tenth
anniversary of the date of issuance, pursuant to the 1997 Indenture. The 1997
Indenture, as executed and delivered by the Borrower, shall provide for
subordination of the New Subordinated Debt to the Loans and Notes on terms and
conditions satisfactory to the Agent and the Majority Lenders and shall
otherwise be in form and substance satisfactory to the Agent. The Agent shall
have received evidence satisfactory to it that the amount required to repay the
Senior Subordinated Debentures Due 2002 of the Borrower in full, including
premium and accrued interest, if any, thereon, to pay any costs related to such
repayment and to pay any costs related to the issuance of the New Subordinated
Debt, which costs are payable on issuance thereof, does not exceed an amount
equal to the sum of (i) the gross proceeds of the New Subordinated Debt, (ii)
an amount equal to the net proceeds to the Borrower of the IPO and (iii) an
amount equal to $6,000,000, and that the Borrower has given irrevocable
instructions so to apply the net proceeds of the New Subordinated Debt, the
Borrower's cash and cash equivalents on hand and any Revolving Credit Loans
made on the Amendment Effective Date. No notice to or approval by any private
Person or public entity not already obtained and in full force and effect shall
be required to be obtained before such repayment and termination of the 1992
Indenture are effected. The Agent shall have received copies, in sufficient
number for each Lender, of all agreements, instruments, certificates, legal
opinions and other documents delivered in connection with the issuance of the
New Subordinated Debt, all of which shall be satisfactory in form and substance
to the Agent, and the Agent and the Lenders shall be entitled to rely on each
such legal opinion (whether as a direct addressee or by a reliance letter from
the author thereof).
( c ) The Agent shall have received such other documents,
instruments and certificates as the Agent may reasonably request in connection
with the transactions contemplated by this Amendment.
Section 4. Effect of Amendment. From and after the
effectiveness of this Amendment, all references in the Credit Agreement and in
any other Loan Document to "this Agreement," "the Credit Agreement,"
"hereunder," "hereof" and words of like import referring to the Credit
Agreement, shall mean and be references to the Credit Agreement as amended by
this Amendment. Except as expressly amended hereby, the Credit Agreement and
all terms, conditions and provisions thereof remain in full force and effect
and are hereby ratified and confirmed. The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Lender or the Agent
under any of the Loan Documents, nor constitute a waiver of any provision of
any of the Loan Documents.
18
<PAGE> 23
Section 5. Counterpart Execution; Governing Law.
( a ) Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement.
( b ) Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Georgia.
19
<PAGE> 24
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
SYNTHETIC INDUSTRIES, INC.
[Corporate Seal] By:
-------------------------
Name:
ATTEST: Title:
- ---------------------------
[Assistant] Secretary
THE FIRST NATIONAL BANK OF
BOSTON, as the Agent and as
a Lender
By:
-------------------------
Stephen Y. McGehee
Director
SANWA BUSINESS CREDIT
CORPORATION
By:
-------------------------
Name:
Title:
SOUTHTRUST BANK OF GEORGIA,
N.A.
By:
-------------------------
Melinda M. Bergbom
Vice President
20
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0
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