Liqui Box (LIQB) 10-Q 2001 Q3 Quarterly report

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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 thirteen week 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 0-8514

LIQUI-BOX CORPORATION
(Exact name of registrant as specified in its charter)

OHIO	31-0628033
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
6950 Worthington-Galena Road, Worthington, Ohio	43085
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (614) 888-9280

Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X  No    

    Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

ClassCommon Stock, no par value Outstanding at November 9, 20004,391,944 shares

Exhibit Index on Page 12

LIQUI-BOX CORPORATION
INDEX

		Page No.
Part I — Financial Information:
Item 1. Financial Statements
	Condensed Consolidated Balance Sheets (unaudited) September 30, 2000 and January 1, 2000	3-4
	Condensed Consolidated Statements of Income and Comprehensive Income (unaudited) For the thirteen and thirty-nine week periods ended September 30, 2000 and October 2, 1999	5
	Condensed Consolidated Statements of Cash Flows (unaudited) For the thirty-nine week periods ended September 30, 2000 and October 2, 1999	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations		8-10
Item 3. Quantitative and Qualitative Disclosure About Market Risk		10-11
Part II — Other Information — Items 1-6		11-12
	Signatures	13
	Exhibit 27 — Financial Data Schedule	15

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Liqui-Box Corporation and Subsidiaries
Condensed Consolidated Balance Sheets

		UNAUDITED
		September 30, 2000			January 1, 2000
Assets
Current Assets
Cash and cash equivalents		$	10,424,000		$	11,635,000
Accounts receivable:
	Trade, net of allowance for doubtful accounts of $942,000 and $730,000, respectively		15,853,000			19,579,000
	Other		948,000			446,000
Total receivables			16,801,000			20,025,000
Inventories:
	Raw materials and supplies		10,525,000			8,256,000
	Work in process		2,998,000			2,460,000
	Finished goods		4,486,000			3,334,000
Total Inventories			18,009,000			14,050,000
Deferred tax assets			2,602,000			2,602,000
Other current assets			783,000			808,000
Total Current Assets			48,619,000			49,120,000
Property, Plant and Equipment — at Cost
Land, buildings and leasehold improvements			17,933,000			15,158,000
Equipment and vehicles			80,401,000			77,122,000
Equipment leased to customers			16,747,000			16,691,000
Construction in process			6,132,000			2,706,000
Total			121,213,000			111,677,000
Less accumulated depreciation and amortization			(83,187,000	)		(78,448,000	)
Property, plant and equipment — net			38,026,000			33,229,000
Other Assets
Goodwill, net of amortization			7,163,000			7,855,000
Deferred charges and other assets, net			4,543,000			4,686,000
Total other assets			11,706,000			12,541,000
Total Assets		$	98,351,000		$	94,890,000

The accompanying notes are an integral part of the financial statements.

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Liqui-Box Corporation and Subsidiaries
Condensed Consolidated Balance Sheets

		UNAUDITED
		September 30, 2000			January 1, 2000
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable		$	5,302,000		$	10,955,000
Short-term borrowings			3,021,000			3,283,000
Dividends payable			882,000			903,000
Salaries, wages and related liabilities			5,406,000			1,971,000
Federal, state and local taxes			1,486,000			0
Other accrued liabilities			3,139,000			2,766,000
Total Current Liabilities			19,236,000			19,878,000
Other Noncurrent Liabilities
Deferred income taxes			1,419,000			1,468,000
Stockholders' Equity
Preferred stock, without par value, 2,000,000 shares authorized; none issued			—			—
Common stock, without par value, $.1667 stated value, 20,000,000 shares authorized, 7,262,598 shares issued			1,210,000			1,210,000
Additional paid-in capital			10,393,000			9,505,000
Accumulated other comprehensive income			144,000			1,596,000
Retained earnings			162,889,000			151,608,000
Less:
	Treasury stock, at cost — 2,863,554 and 2,751,439 shares, respectively		(96,940,000	)		(90,375,000	)
Total Stockholders' Equity			77,696,000			73,544,000
Total Liabilities and Stockholders' Equity		$	98,351,000		$	94,890,000

The accompanying notes are an integral part of the financial statements.

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Liqui-Box Corporation and Subsidiaries
Condensed Consolidated Statements of Income
and Comprehensive Income

		UNAUDITED						UNAUDITED
		Thirteen Weeks Ended						Thirty-Nine Weeks Ended
		September 30, 2000			October 2, 1999			September 30, 2000			October 2, 1999
Net Sales		$	43,440,000		$	44,327,000		$	123,177,000		$	125,134,000
Cost of Sales			29,091,000			28,201,000			79,175,000			76,215,000
	Gross Margin		14,349,000			16,126,000			44,002,000			48,919,000
Selling, administrative and development expenses			7,003,000			6,349,000			20,985,000			21,573,000
	Operating income		7,346,000			9,777,000			23,017,000			27,346,000
Other Income (Expense):
Interest and dividend income			87,000			45,000			287,000			240,000
Interest expense			(133,000	)		(34,000	)		(71,000	)		(183,000	)
Other, net			54,000			44,000			(192,000	)		(16,000	)
Income Before Income Taxes			7,354,000			9,832,000			23,041,000			27,387,000
Taxes on income			2,905,000			4,021,000			9,101,000			11,201,000
Net Income			4,449,000			5,811,000			13,940,000			16,186,000
Other Comprehensive Income (Expense), Net of Tax:
Foreign currency translation adjustments			(701,000	)		767,000			(1,379,000	)		186,000
Unrealized gain (loss) on marketable securities			114,000			(12,000	)		(74,000	)		(24,000	)
	Other comprehensive income (expense)		(587,000	)		755,000			(1,453,000	)		162,000
Comprehensive Income		$	3,862,000		$	6,566,000		$	12,487,000		$	16,348,000
Earnings per share
	Basic		$1.01			$1.29			$3.14			$3.53
	Diluted		$0.97			$1.23			$3.02			$3.37
Cash dividends per common share			$0.20			$0.20			$0.60			$0.56
Weighted average number of shares
used in computing earnings per share:
	Basic		4,413,129			4,514,151			4,444,060			4,578,951
	Diluted		4,582,143			4,742,655			4,622,412			4,799,951

The accompanying notes are an integral part of the financial statements.

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Liqui-Box Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows

			UNAUDITED
			September 30, 2000			October 2, 1999
Cash Flows from Operating Activities:
Net income			$	13,940,000		$	16,186,000
Adjustments to reconcile net income to net
cash provided by operating activities:
	Depreciation and amortization			6,072,000			5,774,000
	Provision for loss on accounts receivable			20,000			176,000
	Amortization of other noncurrent assets			634,000			652,000
	Loss on disposal of property, plant and equipment			0			52,000
	Deferred compensation			141,000			239,000
	Changes in deferred income tax accounts			(49,000	)		(21,000	)
	Changes in operating assets and liabilities:
		Accounts receivable		3,053,000			(6,143,000	)
		Inventories		(3,955,000	)		(2,838,000	)
		Other current assets		46,000			1,109,000
		Accounts payable		(5,546,000	)		2,937,000
		Salaries, wages and related liabilities		3,433,000			3,490,000
		Other accrued liabilities		1,836,000			(252,000	)
Net cash provided by operating activities				19,625,000			21,361,000
Cash Flows from Investing Activities:
Purchase of property, plant and equipment				(12,026,000	)		(4,775,000	)
Proceeds from sale of property, plant and equipment				1,182,000			1,039,000
Other changes, net				127,000			(44,000	)
Net cash used in investing activities				(10,717,000	)		(3,780,000	)
Cash Flows from Financing Activities:
Acquisition of treasury shares				(6,680,000	)		(8,195,000	)
Sale of treasury shares				523,000			15,000
Exercise of stock options, including tax benefit				340,000			522,000
Cash dividends				(2,680,000	)		(2,487,000	)
Proceeds from short-term borrowings				0			5,946,000
Repayment of short-term borrowings				(263,000	)		(16,746,000	)
Net cash used in financing activities				(8,760,000	)		(20,945,000	)
Effect of Exchange Rate Changes on Cash				(1,359,000	)		184,000
Increase (Decrease) in cash and cash equivalents				(1,211,000	)		(3,180,000	)
Cash and cash equivalents, Beginning of year				11,635,000			8,685,000
Cash and cash equivalents, End of third quarter			$	10,424,000		$	5,505,000

The accompanying notes are an integral part of the financial statements.

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LIQUI-BOX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.

The accompanying financial statements include the accounts of Liqui-Box Corporation (the "Company") and its subsidiaries.

The information furnished reflects all adjustments (all of which were of a normal recurring nature) which are, in the opinion of management, necessary to fairly present the consolidated financial position, results of operations and changes in cash flows on a consistent basis.

2.

In June 1998, the FASB (Financial Accounting Standards Board) issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". The statement establishes accounting and reporting standards requiring that all derivative instruments (including certain derivative instruments imbedded in other contracts) be recorded in the balance sheet as either an asset or a liability measured at its fair market value. The statement requires that changes in the derivative's fair market value be recognized currently in earnings unless specific hedge accounting criteria are met. The accounting provisions for qualifying hedges allow a derivative's gains and losses to offset related results on the hedged item in the income statement, and requires that the Company formally document, designate and assess the effectiveness of transactions that qualify for hedge accounting. The Company is required to adopt this statement in January 2001. The Company does not believe the adoption of this statement will have a significant impact, if any, on its financial statements.

3.

In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101(SAB 101), "Revenue Recognition in Financial Statements." SAB 101 provides guidance for revenue recognition under certain circumstances. The Company is required to adopt this statement in the fourth quarter of the fiscal year ending December 30, 2000. The Company does not believe the adoption of this statement will have a significant impact, if any, on its financial statements.

4.

The Company adopted FASB Statement No. 131, "Disclosures about Segments of a Business Enterprise and Related Information." The Company is managed in two operating segments, United States and Europe. Inter-segment transactions are accounted for on the same basis as sales to unaffiliated parties. Identifiable assets are those assets associated with a specific segment. There were no significant inter-segment sales. Substantially all sales were derived from plastic packaging products for year to date 2000 and 1999. Net sales for the United States and Europe were $37,770,000 and $5,670,000 for the Third Quarter 2000 and $38,543,000 and $5,784,000 for the Third Quarter 1999. For the first nine months of 2000 net sales for the United States and Europe was $107,842,000 and $15,335,000 compared to $109,246,000 and $15,888,000 for the first nine months of 1999. Operating income for the United States and Europe were $6,623,000 and $722,000 for the Third Quarter 2000 and $9,363,000 and $414,000 for the Third Quarter 1999. For the first nine months of 2000 operating income for the United States and Europe were $21,587,000 and $1,429,000 compared to $26,132,000 and $1,214,000 for the first nine months of 1999.

5.

The accompanying unaudited consolidated financial statements are presented in accordance with the requirements for Form 10-Q and Article 10 of Regulation S-X for interim reporting purposes. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the year ended January 1, 2000 consolidated financial statements of Liqui-Box Corporation and its subsidiaries contained in the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2000 (Commission File No. 0-8514). Reference should be made to the Company's aforementioned Form 10-K for additional disclosures including a summary of the Company's accounting policies, which have not significantly changed.

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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

    During the Third Quarter 2000, Liqui-Box Corporation and its subsidiaries (the "Company") experienced a slight decrease in sales dollars and units compared to the Third Quarter 1999. The decrease in sales dollars and units is attributable to a generally down year in certain customer segments of the bottled water market.

    Gross margin, as a percentage of net sales, was 33.0% for the Third Quarter 2000 and 36.4% for the Third Quarter 1999. For the first three quarters of 2000, gross margin as a percent of net sales was 35.7% compared to 39.1% for the same period in 1999. The decrease in gross margin is attributable to increased raw material prices that have not been passed on to our customers.

    For the Third Quarter of 2000, selling, administrative, and development expenses were $7,003,000 as compared to $6,349,000 in the Third Quarter of 1999, an increase of 10.3%. The increase is primarily due to an increase in research and development costs and an increase in professional fees. For the first nine months of 2000, selling, administrative, and development expenses were $20,985,000 compared to $21,573,000 for the first nine months of 1999. The decrease is primarily due to a combination of the Company adjusting reserves in the First Quarter and a reduction in the Profit Participation Plan costs in the Second Quarter and Third Quarter, offset by an increase in research and development costs and an increase in professional fees.

    Income before taxes as a percentage of net sales was 16.9% in the Third Quarter 2000 and 22.2% in the Third Quarter 1999, due to the decrease in gross margin and the increase in selling, administrative, and development expenses. For the first nine months of 2000, income before taxes as a percentage of net sales was 18.7% of sales as compared to 21.9% for the first nine months of 1999.

    The provision for income taxes was 39.5% of before taxable income for the Third Quarter of 2000 and 40.9% for the Third Quarter 1999. On a year-to-date basis, the provision for income taxes was 39.5% in 2000 and 40.9% in 1999. The effective tax rate used for the first nine months of 2000 is based on the Company's anticipated tax rate for the 2000 fiscal year.

    At the end of the Third Quarter 2000 and 1999, the Company had no significant backlog of orders, which is industry typical.

Liquidity and Capital Resources

    Net cash provided by operations was $19,625,000 for the nine months ended September 30, 2000, compared to $21,361,000 for the nine months ended October 2, 1999. Net cash used in investing activities was $10,717,000 for the nine months ended September 30, 2000 compared to $3,780,000 for the nine months ended October 2, 1999. During both periods, the cash was used primarily for purchases of new plant equipment and improvements to existing property and plant equipment. Cash used in financing activities was $8,760,000 for the nine months ended September 30, 2000, compared to cash used of $20,945,000 for the nine months ended October 2, 1999. The cash used in financing activities during both periods was primarily for the repurchase of outstanding shares, the payment of cash dividends, and the repayment of short-term borrowings.

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    The Company's major commitments for capital expenditures as of September 30, 2000 were, as they have been in the past, primarily for increased capacity at existing locations, building filler machines for lease and tooling for new projects. Funds required to fulfill these commitments will be provided principally by operations with any additional funding needed coming from credit facilities that aggregate $30,000,000 with The Huntington National Bank. No amounts were outstanding under these credit facilities as of September 30, 2000. Banks provide secured credit facilities to the Company's European subsidiaries. The total amounts outstanding under these facilities were $3,021,000 at September 30, 2000 and $3,283,000 at January 1, 2000.

    Longer-term cash requirements, other than normal operating expenses, are needed for financing anticipated growth; increasing capacity at existing plants; development of new products and enhancement of existing products; dividend payments and possible continued repurchases of the Company's common shares. The Company believes that its existing cash and cash equivalents, available credit facilities and anticipated cash generated from operations will be sufficient to satisfy its currently anticipated cash requirements for the fiscal year 2000.

    There have been no significant changes in capitalization during the first nine months of 2000, except for the repurchase of outstanding common shares in the aggregate amount of $6,680,000 which were acquired throughout the first nine months of 2000 on the open market. The common shares were bought at a price considered fair by management and there was cash available for these purchases. The Company felt the purchases represented a good investment and would secure common shares for issuance under the Company's employee benefit plans. The Company has not entered into any significant financing arrangements not reflected in the financial statements.

Comprehensive Income

    Comprehensive income is based on revenues, expenses, gains and losses which, under generally accepted accounting principles, are excluded from net income and reflected as a component of equity, such as currency translation and gain or loss on securities adjustments. Comprehensive income, net of tax, was $3,862,000 and $6,566,000 in Third Quarter 2000 and Third Quarter 1999, respectively. Comprehensive income, net of tax, was $12,487,000 and $16,348,000 for the first nine months of 2000 and 1999, respectively. Comprehensive income differs from net income per the Consolidated Statements of Income due to a foreign currency translation loss and a gain on marketable securities in the Third Quarter 2000. Other comprehensive income is derived from the change in foreign currency translation and the change in the value of marketable securities held for investment.

Effect of New European Currency

    The implementation of the Euro currency in certain European countries in 2002 could adversely impact the Company. In January 1999, a new currency called the "Euro" was introduced in certain Economic and Monetary Union ("EMU") countries. During 2002, all EMU countries are expected to be operating with the Euro as their single currency. Uncertainty exists as to the effect the Euro currency will have on the marketplace. Additionally, all of the final rules and regulations have not yet been defined and finalized by the European Commission with regard to the Euro currency. The Company is still assessing the impact the EMU formation and Euro implementation will have on internal systems and the sale of its products. The Company expects to take appropriate actions based on the results of such assessment. The Company has not become aware of any negative impact resulting from the EMU formation and Euro implementation. The Company has not yet determined the cost related to addressing this issue, if any, and there can be no assurance that this issue and its related costs will not have a material adverse effect on the Company's business, operating results and financial condition.

-9-

New Accounting Standards

    In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". The statement establishes accounting and reporting standards requiring that all derivative instruments (including certain derivative instruments imbedded in other contracts) be recorded in the balance sheet as either an asset or a liability measured at its fair market value. The statement requires that changes in the derivative's fair market value be recognized currently in earnings unless specific hedge accounting criteria are met. The accounting provisions for qualifying hedges allow a derivative's gains and losses to offset related results on the hedged item in the income statement, and requires that the Company formally document, designate and assess the effectiveness of transactions that qualify for hedge accounting. The Company is not required to adopt this statement until January 2001. The Company does not believe the adoption of this statement by the Company will have a significant impact, if any, on its financial statements.

    In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial Statements." SAB 101 provides guidance for revenue recognition under certain circumstances. The Company is required to adopt this statement in the fourth quarter of the fiscal year ending December 30, 2000. The Company does not believe that the adoption of this statement will have a significant impact, if any, on its financial statements.

Forward-Looking Statements

    The Private Securities Litigation Reform Act of 1995 provides a safe-harbor for forward-looking statements made by or on behalf of the Company. The Company and its representatives may from time to time make written or verbal forward-looking statements, including statements contained in the Company's filings with the Securities and Exchange Commission and in its reports to shareholders. All such statements which are not historical fact are forward-looking statements based upon the Company's current plans and strategies, and reflect the Company's current assessment of the risks and uncertainties related to its business, including such things as product demand and market acceptance; the economic and business environment and the impact of governmental regulations, both in the United States and abroad; the effects of competitive products and pricing pressures; the impact of fluctuations in foreign currency exchange rates and the implementation of the EURO; capacity; efficiency and supply constraints; weather conditions; and other risks detailed in the Company's press releases, shareholder communications and Securities and Exchange Commission filings. Actual events affecting the Company and the impact of such events on the Company's operations may vary from those currently anticipated. The Company is not obligated to update or revise forward-looking statements relating to the Company to reflect new events or circumstances.

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK

    The Company, in the normal course of business, is exposed to market risks associated with foreign currency exchange rates, fluctuations in the market value of equity securities available for sale, and changes in interest rates. The Company is also exposed to changes in the price of commodities used in its manufacturing operations. However, commodity price risk is not material as price changes are customarily passed along to the customer when competitive conditions allow.

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Foreign Currency Exchange Risk

    In the Third Quarter 2000, European operations accounted for approximately 13% of the Company's net sales. As a result, there is exposure to foreign exchange risk on transactions that are denominated in a currency other than the business unit's functional currency. The Company borrows from a bank the amounts of its foreign currency sales in that foreign currency. Upon collection of the related accounts receivable, the corresponding bank loan is repaid in that foreign currency. Reference is made to Note 1 — Accounting Policies- Foreign Currency Translation, in the Notes to Consolidated Financial Statements in the Company's 1999 Annual Report to shareholders for further information with respect to foreign currency exchanges. The Company's hedging activities provide only limited protection against currency exchange risks, however, a hypothetical 10% foreign exchange fluctuation would not materially impact operating results or cash flow.

Marketable Securities Risk

    The Company maintains a portfolio of marketable equity securities available for sale. The fair market value of these securities at September 30, 2000 was approximately $1,129,000 with the corresponding unrealized gain included as a component of stockholders' equity. A hypothetical 10% decrease in the quoted market price of the marketable securities would not materially impact operating results or cash flow.

Interest Rate Risk

    The interest payable for the Company's revolving credit facilities is principally 50 basis points above the London Interbank Offered Rate and therefore affected by changes in market interest rates. A hypothetical 10% increase in the interest rate would not materially impact operating results or cash flow.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings:

    The case styledGreat Pines Water Company, Inc. v. Liqui-Box Corporation, in the United States District Court in Texas reported previously under Item 3 of the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2000 as filed with the Securities and Exchange Commission has been settled and was dismissed in July of 2000. Terms of the settlement are confidential and have been sealed by the court.

Item 2.  Changes in Securities and Use of Proceeds: Not applicable

Item 3.  Defaults Upon Senior Securities: Not applicable

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Item 4.  Submission of Matters to a Vote of Security Holders: Not applicable

Item 5.  Other Information: Not applicable

Item 6.  Exhibits and Reports on Form 8-K

(a)

Exhibit Index


Exhibit 3A. Amended Articles of Incorporation of the Registrant incorporated herein by reference to Exhibit 3A to the Registrant's Form 10K for the fiscal year ended December 30, 1995.

Exhibit 3B. Code of Regulations as Amended of the Registrant incorporated herein by reference to Exhibit 3 (B) to the Registrant's Form 10Q for the fiscal quarter ended July 1, 1995.

Exhibit 27. Financial Data Schedule

(b)

No reports on Form 8-K were filed during the quarter ended September 30, 2000.

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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.

	LIQUI-BOX CORPORATION(Registrant)
Date November 14, 2000	By	/s/ SAMUEL B. DAVIS   Samuel B. Davis Chairman and Chief Executive Officer (Duly Authorized Officer)
Date November 14, 2000	By	/s/ PETER J. LINN   Peter J. Linn (Principal Accounting Officer)

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Exhibit Index

Exhibit 3A.	Amended Articles of Incorporation of the Registrant incorporated herein by Reference to Exhibit 3A to the Registrant's Form 10K for the fiscal year Ended December 30, 1995.
Exhibit 3B.	Code of Regulations as Amended of the Registrant incorporated herein by Reference to Exhibit 3 (B) to the Registrant's Form 10Q for the fiscal Quarter ended July 1, 1995.
Exhibit 27.	Financial Data Schedule

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QuickLinks

LIQUI-BOX CORPORATION INDEX
LIQUI-BOX CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
SIGNATURES
Exhibit Index