<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[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: 0-24556
MKR HOLDINGS
(Exact name of registrant as specified in its charter)
Utah 87-0372759
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1070 West 2300 South
Salt Lake City, Utah 84119
(Address of principal executive offices)
(801) 972-2100
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filings
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.
Class of Common Stock Outstanding at November 14, 2000
--------------------- --------------------------------
Common Stock, $0.01 par value 11,102,077
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MKR HOLDINGS
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Financial Statements Page
<S> <C>
Statements of Net Assets in Liquidation
As of September 30, 2000 and March 31, 2000 3
Statements of Changes in Net Assets in Liquidation
For the Three and Six Months Ended September 30, 2000 3
Condensed Consolidated Statements of Operations
For the Three and Six Months Ended September 30, 1999 4
Condensed Consolidated Statement of Cash Flows
For the Six Months Ended September 30, 1999 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Consolidated Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
MKR HOLDINGS
STATEMENTS OF NET ASSETS IN LIQUIDATION
(Dollars in Thousands, Except Share and Per Share Amounts) (Unaudited)
<TABLE>
<CAPTION>
September 30, March 31,
2000 2000
------------- ---------
<S> <C> <C>
Assets:
Cash and cash equivalents $ 112 $ 66
Investment in Marker International GmbH 2,840 2,840
------ ------
Total assets in liquidation 2,952 2,906
------ ------
Liabilities:
Accounts payable and accrued liabilities 57 183
Advances payable to Marker International GmbH 267 55
------ ------
Total liabilities in liquidation 324 238
------ ------
Net assets in liquidation $2,628 $2,668
====== ======
Net assets in liquidation per common share
(based on 11,102,077 common shares outstanding) $ .24 $ .24
====== ======
</TABLE>
MKR HOLDINGS
STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
(Dollars in Thousands) (Unaudited)
<TABLE>
<CAPTION>
For the Three For the Six
Months Ended Months Ended
September 30, September 30,
2000 2000
------------- -------------
<S> <C> <C>
Revenue:
Other income $ 2 $ 2
Costs and expenses:
General and administrative expenses 36 42
------- -------
Net change in net assets for the period (34) (40)
Net assets at the beginning of the period 2,662 2,668
------- -------
Net assets at the end of the period $ 2,628 $ 2,628
======= =======
</TABLE>
The accompanying notes to condensed consolidated financial statements
are an integral part of these condensed consolidated statements.
3
<PAGE>
MKR HOLDINGS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
For the Three For the Six
Months Ended Months Ended
September 30, 1999 September 30, 1999
------------------ ------------------
<S> <C> <C>
NET SALES $ 16,949 $ 20,019
COST OF SALES 11,075 13,254
-------- --------
GROSS PROFIT 5,874 6,765
-------- --------
OPERATING EXPENSES:
Selling 2,046 3,744
General and administrative 2,066 4,292
Research and development 441 881
Warehousing and shipping 400 711
-------- --------
Total operating expenses 4,953 9,628
-------- --------
OPERATING INCOME (LOSS) 921 (2,863)
-------- --------
OTHER INCOME (EXPENSE):
Interest expense (1,106) (2,066)
Other, net (1,477) (1,525)
-------- --------
Total other income (expense) (2,583) (3,591)
-------- --------
LOSS FROM CONTINUING OPERATIONS BEFORE
REORGANIZATION ITEMS AND INCOME TAXES (1,662) (6,454)
-------- --------
REORGANIZATION ITEMS:
Professional fees (807) (879)
Other general and administrative expenses (34) (35)
-------- --------
Total reorganization items (841) (914)
-------- --------
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (2,503) (7,368)
BENEFIT FOR INCOME TAXES 73 11
-------- --------
LOSS FROM CONTINUING OPERATIONS (2,430) (7,357)
-------- --------
DISCONTINUED OPERATIONS:
Loss from operations of discontinued
snowboard business, net of income taxes -- --
Gain on disposal of snowboard business 1,553 1,634
-------- --------
GAIN FROM DISCONTINUED OPERATIONS 1,553 1,634
-------- --------
NET LOSS $ (877) $ (5,723)
======== ========
</TABLE>
The accompanying notes to condensed consolidated financial statements
are an integral part of these condensed consolidated statements.
4
<PAGE>
MKR HOLDINGS
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the Six
Months Ended
September 30, 1999
------------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (5,723)
Adjustments to reconcile net loss to net cash
Used in operating activities:
Loss on sale of property, plant and equipment 21
Depreciation and amortization 2,176
Change in assets and liabilities:
Increase in accounts receivable, net (7,701)
Increase in inventories (3,850)
Increase in prepaid and other assets (228)
Decrease in accounts payable (789)
Decrease in other current liabilities (1,898)
--------
NET CASH USED IN OPERATING ACTIVITIES (17,992)
--------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (711)
Proceeds from disposition of equipment 167
--------
NET CASH USED IN INVESTING ACTIVITIES (544)
--------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on notes payable to banks 15,253
Proceeds from issuance of long-term debt 482
Principal payments on long-term debt (3,234)
--------
NET CASH PROVIDED BY FINANCING ACTIVITIES 12,501
--------
Effect of foreign exchange rate changes on cash and cash equivalents 1,314
--------
Net decrease in cash and cash equivalents (4,721)
Cash and cash equivalents at beginning of period 5,547
--------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 826
========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 1,556
Cash paid for reorganization professional fees 1,064
</TABLE>
The accompanying notes to condensed consolidated financial statements
are an integral part of these condensed consolidated statements.
5
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. INTERIM FINANCIAL STATMENTS
The accompanying condensed consolidated financial statements include the
accounts of MKR Holdings (the "Company"). The condensed consolidated financial
statements have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC"). Certain information and footnote
disclosures normally required in financial statements prepared in accordance
with generally accepted accounting principles have been omitted pursuant to such
rules and regulations.
The Company is no longer engaged in the conduct of business and operates
for the sole purpose of holding and subsequently liquidating its assets (which
consist almost entirely of its equity interest in Marker International GmbH
("Newco")). As a result, the Company's financial statements have been prepared
on a liquidation basis. Prior to November 30, 1999, MKR Holdings, then named
Marker International, was a holding company which operated through its
subsidiaries, Marker Deutschland GmbH, Marker USA, Inc., Marker Ltd., Marker
Japan Co. Ltd., Marker Austria GmbH and Marker Canada, Ltd.
The statements of changes in net assets in liquidation for the period from
April 1, 2000 through September 30, 2000 is not necessarily indicative of the
results for the full fiscal year. It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's most recent annual report
on Form 10-K, as amended, as filed with the SEC.
On November 30, 1999 (the "Closing Date"), the Company sold substantially
all of its assets (including the equity securities of its subsidiaries) to
Newco, a GmbH organized under the laws of Switzerland, pursuant to an asset
purchase agreement (as amended by the Amendment to the Asset Purchase Agreement
dated as of September 20, 1999, the "Purchase Agreement") between the Company
and Newco. In exchange, Newco assumed substantially all of the liabilities of
the Company and the Company received a 15% equity interest in Newco. The
remaining 85% equity interest in Newco is held by CT Sports Holding AG ("CT"), a
joint venture between Tecnica S.p.A. and H.D. Cleven, the principal shareholder
of the Volkl Group. Pursuant to the Purchase Agreement, CT was required to
contribute to Newco $15,000,000 in cash for its 85% equity interest in Newco. As
a result of CT's purchase of 66.66% of Marker Canada, Ltd. in June 1999 for
$1,025,501, CT's actual contribution to Newco totaled $13,974,499.
In connection with the Purchase Agreement, the Company and CT entered into
an operating agreement which, among other things, grants CT an option (the
"Option") to purchase the Company's 15% equity interest in Newco at any time on
or after November 30, 2001 at the then fair market value, subject to reduction
in an amount equal to the sum of: (a) any indemnity obligations of the Company
to Newco, (b) all unreimbursed advances from Newco for operating and
administrative expenses (currently estimated to be approximately $300,000 per
year) and costs of defending indemnifiable claims, if any, incurred by Newco,
together with interest thereon, (c) all advances by Newco to the Company to pay
any income tax liability, together with interest thereon, plus (d) $775,000.
Thereafter, the Company will be liquidated and the net
6
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
proceeds of the exercise of the Option will be distributed to the shareholders
of the Company in liquidation. In determining fair market value, all of CT's
$15,000,000 transfer has been considered equity.
In connection with the Purchase Agreement, the Company reached
agreements-in-principle regarding the restructuring of its debt and the
treatment of such debt under a plan of reorganization with substantially all of
its creditors that were impaired under such plan. On August 19, 1999, the
Company, DNR North America, Inc. and DNR USA, Inc. (collectively, the "Debtors")
filed voluntary petitions for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"). On September 22, 1999, the Debtors filed the
First Amended Joint Chapter 11 Plan of Reorganization (as amended by the
Amendment to the First Amended Joint Chapter 11 Plan of Reorganization, dated as
of October 25, 1999, the "Plan") and a related disclosure statement (the
"Disclosure Statement"). By order dated September 22, 1999, the Bankruptcy Court
approved the Disclosure Statement as containing adequate information. The
Disclosure Statement and the Plan were subsequently distributed to the Debtors'
creditors and shareholders for approval, which approval was subsequently
obtained. On October 27, 1999, the Plan was confirmed by order of the Bankruptcy
Court (the "Confirmation Order"). Pursuant to the Confirmation Order, the
Bankruptcy Court approved the Plan and the Purchase Agreement on October 27,
1999. The Company did not distribute any securities in connection with the Plan.
As a result of the events described above, the Company is no longer engaged
in the conduct of business and operates for the sole purpose of holding and
subsequently liquidating its assets (which consist almost entirely of its equity
interest in Newco). The Company is required to dissolve and liquidate all of its
assets no earlier than November 30, 2002, and no later than November 30, 2004.
If the Option is not exercised prior to liquidation, then upon liquidation, the
shareholders of the Company will receive an equity interest in Newco equal to
each shareholder's pro rata share of the Company's 15% equity interest in Newco.
The Company recognized a gain of $16.5 million from the sale to Newco of
substantially all of the Company's assets and the assumption by Newco of certain
of the Company's liabilities pursuant to the Purchase Agreement. The Company has
valued and accounted for its 15% equity interest in Newco (the "Investment")
based on the estimated liquidation value. Based upon the sales price of
substantially all of the assets, the initial liquidation value of the Investment
was approximately $1.9 million. Changes in liquidation value to date are
recorded as unrealized gains or losses in each period. As of March 31, 2000,
based on a report by an independent appraiser, the Investment was valued at
approximately $2.8 million ($3.6 million less the $775,000 that will be deducted
from the purchase price if CT exercises the Option). This appraisal of the value
of the Investment will be updated going forward on at least an annual basis and
the accounting for the Investment will be adjusted accordingly. The actual
liquidation value of the Company's Investment, when such liquidation occurs, may
differ materially from the estimated value herein recorded. In addition, the
liquidation value going forward will be reduced by the amount of general and
administrative expenses that have yet to be incurred by the Company. The
financial statements of Newco for the year ended March 31, 2000 were filed on
Form 10K/A on September 29, 2000.
7
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
INVESTMENT IN MARKER INTERNATIONAL GMBH
The following consolidated condensed financial information for Marker
International GmbH is unaudited and prepared in accordance with International
Accounting Standards. International Accounting Standards vary in certain
important respects from the accounting principles generally accepted in the
United States ("US GAAP"). The following financial information has not been
reconciled with US GAAP and the differences could be material. A discussion
of the differences and a reconciliation between the results reported under
International Accounting Standards ("IAS") and US Generally Accepted
Accounting Principles ("US GAAP") is included in Footnote 34 of Notes to the
Consolidated Financial Statements, As Of and for the Year Ended March 31,
2000, of Marker International GmbH filed with the SEC on FORM 10-K/A by MKR
Holdings on September 29, 2000.
<TABLE>
<CAPTION>
For the six
months ended
September 30,
2000
-----------
<S> <C>
Selected Income Statement Data (Euros in thousands):
Net Sales 28,469
Gross Margin 9,968
Operating Loss (535)
Net Loss (2,733)
</TABLE>
<TABLE>
<CAPTION>
September 30,
2000
-----------
<S> <C>
Selected Balance Sheet Data (Euros in thousands):
Total Assets 70,485
Shareholder's Loan 13,316
Total Liabilities 77,645
Total Stockholders' Deficit (7,149)
</TABLE>
When the shareholders of Newco originally capitalized Newco with $15
million, for U.S. GAAP purposes, all $15 million was treated as equity.
However, Swiss accounting laws require that a portion must be reflected as a
Shareholder's Loan and included in total liabilities. That portion that must
be so treated is equivalent to 13.3 million Euros. For purposes of
determining Newco's fair market value, when the Option is exercised, if ever,
by CT, the entire 13.3 million Euros Shareholder's Loan will be treated as
equity. A further discussion of the Option is set forth in Note 1 herein.
In connection with the sale of the Company's assets, the Company adopted
the liquidation basis of accounting effective December 1, 1999. Under this basis
of accounting, assets and liabilities are stated at their estimated net
realizable value. The Company's financial statements prior to December 1, 1999
were, and are, presented on a going concern basis.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
On November 30, 1999 (the "Closing Date"), the Company sold substantially
all of its assets (including the equity securities of its subsidiaries) to
Marker International GmbH, a GmbH organized under the laws of Switzerland
("Newco"), pursuant to an asset purchase agreement (as amended by the Amendment
to the Asset Purchase Agreement dated as of September 20, 1999, the "Purchase
Agreement") between the Company and Newco. In exchange, Newco assumed
substantially all of the liabilities of the Company and the Company received a
15% equity interest in Newco. The remaining 85% equity interest in Newco is held
by CT Sports Holding AG ("CT"), a joint venture between Tecnica S.p.A. and H.D.
Cleven, the principal shareholder of the Volkl Group. Pursuant to the Purchase
Agreement, CT was required to contribute to Newco $15,000,000 in cash for its
85% equity interest in Newco. As a result of CT's purchase of 66.66% of Marker
Canada, Ltd. in June 1999 for $1,025,501, CT's actual contribution to Newco
totaled $13,974,499.
In connection with the Purchase Agreement, the Company and CT entered into
an operating agreement which, among other things, grants CT an option (the
"Option") to purchase the Company's 15% equity interest in Newco at any time on
or after November 30, 2001 at the then fair market value, subject to reduction
in an amount equal to the sum of: (a) any indemnity obligations of the Company
to Newco, (b) all unreimbursed advances from Newco for operating and
administrative expenses (currently estimated to be approximately $300,000 per
year) and costs of defending indemnifiable claims, if any, incurred by Newco,
together with interest thereon, (c) all advances by Newco to the Company to pay
any income tax liability, together with interest thereon, plus (d) $775,000.
Thereafter, the Company will be liquidated and the net proceeds of the exercise
of the Option will be distributed to the shareholders of the Company in
liquidation. In determining fair market value, all of CT's $15,000,000 transfer
has been considered equity.
In connection with the Purchase Agreement, the Company reached
agreements-in-principle regarding the restructuring of its debt and the
treatment of such debt under a plan of reorganization with substantially all of
its creditors that were impaired under the plan of reorganization. On August 19,
1999, the Company, DNR North America, Inc. and DNR USA, Inc. (collectively, the
"Debtors") filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"). On September 22, 1999, the Debtors filed the
First Amended Joint Chapter 11 Plan of Reorganization (as amended by the
Amendment to the First Amended Joint Chapter 11 Plan of Reorganization, dated as
of October 25, 1999, the "Plan") and a related disclosure statement (the
"Disclosure Statement"). By order dated September 22, 1999, the Bankruptcy Court
approved the Disclosure Statement as containing adequate information.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
The Disclosure Statement and the Plan were subsequently distributed to the
Debtors' creditors and shareholders for approval, which approval was
subsequently obtained. On October 27, 1999, the Plan was confirmed by order of
the Bankruptcy Court (the "Confirmation Order"). Pursuant to the Confirmation
Order, the Bankruptcy Court approved the Plan and the Purchase Agreement on
October 27, 1999. The Company did not distribute any securities in connection
with the Plan.
As a result of the events described above, the Company is no longer engaged
in the conduct of business and operates for the sole purpose of holding and
subsequently liquidating its assets (which consist almost entirely of its equity
interest in Newco). The Company is required to dissolve and liquidate all of its
assets no earlier than November 30, 2002, and no later than November 30, 2004.
If the Option is not exercised prior to liquidation, then upon liquidation, the
shareholders of the Company will receive an equity interest in Newco equal to
each shareholder's pro rata share of the Company's 15% equity interest in Newco.
The Company recognized a gain of $16.5 million from the sale to Newco of
substantially all of the Company's assets and the assumption by Newco of certain
of the Company's liabilities pursuant to the Purchase Agreement. The Company has
valued and accounted for its 15% equity interest in Newco (the "Investment")
based on the estimated liquidation value. Based upon the sales price of
substantially all of the assets, Newco's initial liquidation value of the
Investment was approximately $1.9 million. Changes in liquidation value to date
are recorded as unrealized gains or losses in each period. As of March 31, 2000,
based on a report by an independent appraiser, the Investment was valued at
approximately $2.8 million ($3.6 million less the $775,000 that will be deducted
from the purchase price if CT exercises the Option). This appraisal of the value
of the Investment will be updated going forward on at least an annual basis and
the accounting for the Investment will be adjusted accordingly. The actual
liquidation value of the Company's Investment, when such liquidation occurs, may
differ materially from the estimated value recorded herein. The financial
statements of Newco for the year ended March 31, 2000 were filed on Form 10K/A
on September 29, 2000.
RESULTS OF OPERATIONS
Comparisons of operations for the three and six months ended September 30,
2000, respectively, to the corresponding periods of the prior fiscal year are
not meaningful due to the consummation of the transactions contemplated in the
Purchase Agreement. As discussed in Note 1 to the financial statements, the
Company is no longer engaged in the conduct of business and operates for the
sole purpose of holding and subsequently liquidating its assets. Since December
1, 1999, the Company's financial statements have been reported in accordance
with the liquidation basis of accounting.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash needs are for its payroll, professional fees
incurred in preparing the Company's monthly financial statements and in
connection with its required SEC
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
filings and administrative expenses.
The Company's sole source of working capital is monthly advances from
Newco. Pursuant to the Purchase Agreement, Newco is obliged to lend up to
$300,000 annually to the Company for its operations and associated expenses.
This obligation extends until November 30, 2001, the second anniversary of the
Closing Date. The Company currently has no commitments to fund its operations
subsequent to November 30, 2001. As of September 30, 2000, the Company had
received $267,000 in advances from Newco. The Company believes that $300,000
should be adequate to fund the required activities of the Company on an annual
basis until November 30, 2001, absent unanticipated or extraordinary
circumstances. The funds advanced from Newco to the Company will reduce the
value to be received by the Company upon its liquidation. The interest rate for
advances from Newco is 5%.
OTHER MATTERS
Pursuant to the Plan, the Company changed its name to MKR Holdings.
Pursuant to the Confirmation Order, the Company amended its articles of
incorporation and by-laws to satisfy the provisions of the Purchase Agreement,
the Plan and the Confirmation Order.
Pursuant to the Plan, as of November 30, 1999, the business and affairs of
the Company have been managed by, and under the direction of, a Board of
Directors, which consists of Kevin Hardy, Henry E. Tauber and Louis M. Alpern.
Pursuant to NASDAQ's request that the Company should obtain a different
ticker symbol due to its name change, effective August 3, 2000, the Company's
ticker symbol was changed from MRKR to MKRH.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is exposed to market risk, including various interest rate and
foreign currency exchange rate risks.
FOREIGN CURRENCY RISK - The functional currency of Newco is the Euro. As a
result, the value of the Company's Investment is subject to foreign currency
fluctuations between the U.S. Dollar and the Euro which could have a material
impact on the fair value of the Company's Investment.
INTEREST RATE RISK - The Company no longer has any significant exposure to
market risks for changes in interest rates since the Company's borrowings from
Newco is at a fixed rate of 5%.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) EXHIBITS:
27 Financial Data Schedule. *
b) REPORTS FILED ON FORM 8-K:
None.
----------------------
* Filed herewith.
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.
MKR HOLDINGS
Registrant
Dated: November 14, 2000 /s/ Kevin Hardy
---------------------
Kevin Hardy
President and Chief Financial Officer
13
