UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001
Commission File Number: 0-13763
TECHNOLOGY RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
Florida 59-2095002
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No,)
5250 140th Avenue North, Clearwater, Florida 33760
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (727) 535-0572
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 a 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.
Class Outstanding at October 31, 2001
Common stock, $.51 par value 5,437,497
TECHNOLOGY RESEARCH CORPORATION
INDEX
Part I - Financial Information Page
Condensed Consolidated Balance Sheets
- September 30, 2001 and March 31, 2001............................. 1
Condensed Consolidated Statements of Operations--Three months and
Six months ended September 30, 2001 and September 30, 2000........ 2
Condensed Consolidated Statements of Cash Flows
- Six months ended September 30, 2001 and September 30, 2000........ 3
Notes to Condensed Consolidated Financial Statements..................... 4
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations............................. 6
Item 3 - Quantitative and Qualitative Disclosure Regarding Market Risk... 9
Part II - Other Information
Item 1 - Legal Proceedings............................................... 9
Item 2 - Changes in Securities........................................... 9
Item 3 - Defaults Upon Senior Securities................................. 9
Item 4 - Submission of Matters to a vote of Shareholders................ 10
Item 5 - Other Information.............................................. 10
Item 6 - Exhibits and Reports on Form 8-K............................... 10
Signatures.............................................................. 11
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TECHNOLOGY RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30 March 31
2001 2001
----------- ---------
ASSETS (unaudited) *
Current assets:
Cash and cash equivalents $ 390,814 184,772
Accounts receivable, net 3,548,109 3,364,817
Income tax receivable 76,748 278,500
Inventories:
Raw material 3,709,451 4,443,662
Work in process 376,109 224,449
Finished goods 1,605,811 1,684,163
---------- ----------
Total inventories 5,691,371 6,352,274
Prepaid expenses 223,837 145,134
Deferred income taxes 551,250 585,535
---------- ----------
Total current assets 10,482,129 10,911,032
---------- ----------
Property, plant, and equipment 9,357,676 9,304,618
Less accumulated depreciation 5,481,955 5,106,407
---------- ----------
Net property, plant, and equipment 3,875,721 4,198,211
---------- ----------
Other assets 60,510 47,305
---------- ----------
$ 14,418,360 15,156,548
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 937,430 1,579,951
Accrued expenses 310,809 340,796
Dividends payable 68,431 68,058
Deferred income - short term 11,765 23,530
---------- ----------
Total current liabilities 1,328,435 2,012,335
Long-term debt 1,750,000 1,750,000
Deferred income - long term 50,000 50,000
Deferred income taxes 19,877 23,663
---------- ----------
Total liabilities 3,148,312 3,835,998
---------- ----------
Stockholders' equity:
Common stock 2,784,088 2,784,088
Additional paid-in capital 7,526,472 7,526,472
Retained earnings 999,633 1,050,135
---------- ----------
11,310,193 11,360,695
Treasury stock (40,145) (40,145)
---------- ----------
Total stockholders' equity 11,270,048 11,320,550
---------- ----------
$ 14,418,360 15,156,548
========== ==========
* The balance sheet as of March 31, 2001 has been summarized
from the Company's audited balance sheet as of that date.
See accompanying notes to condensed consolidated financial statements.
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TECHNOLOGY RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended Six Months Ended
September 30 September 30
2001 2000 2001 2000
---------- ---------- ---------- ----------
Operating revenues:
Net sales $ 4,802,025 4,335,928 8,880,062 9,079,095
Royalties 68,646 49,203 97,962 102,556
---------- ---------- ---------- ----------
4,870,671 4,385,131 8,978,024 9,181,651
---------- ---------- ---------- ----------
Operating expenses:
Cost of sales 3,707,121 3,320,075 6,692,764 6,637,202
Selling, general, and
administrative 828,553 939,694 1,653,517 1,829,450
Research, development and
engineering 235,522 329,368 498,668 621,691
---------- ---------- ---------- ----------
4,771,196 4,589,137 8,844,949 9,088,343
---------- ---------- ---------- ----------
Operating income (loss) 99,475 (204,006) 133,075 93,308
---------- ---------- ---------- ----------
Other income (deductions):
Interest and sundry income 4,935 21,024 6,233 48,829
Interest expense (27,371) (30,320) (59,063) (70,330)
Loss on disposal of assets (2,161) (2,293) (2,581) (4,480)
---------- ---------- ---------- ----------
(24,597) (11,589) (55,411) (25,981)
---------- ---------- ---------- ----------
Income (loss) before
income taxes 74,878 (215,595) 77,664 67,327
Income taxes expense (benefit) 18,720 (63,548) 19,416 17,208
---------- ---------- ---------- ----------
Net income (loss) $ 56,158 (152,047) 58,248 50,119
========== ========== ========== ==========
Basic earnings (loss)
per share $ 0.01 (0.03) 0.01 0.01
========== ========== ========== ==========
Weighted average number of common
shares outstanding 5,437,497 5,440,444 5,437,497 5,441,795
========== ========== ========== ==========
Diluted earnings (loss)
per share $ 0.01 (0.03) 0.01 0.01
========== ========== ========== ==========
Weighted average number of
common and equivalent shares
outstanding 5,446,850 5,534,624 5,440,444 5,519,537
========== ========== ========== ==========
Dividends paid per share $ 0.01 0.01 0.02 0.02
========== ========== ========== ==========
See accompanying notes to condensed consolidated financial statements.
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TECHNOLOGY RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended
September 30
2001 2000
---------- ----------
Cash flows from operating activities:
Net income $ 56,158 50,119
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 449,521 266,500
Decrease (increase) in accounts receivable (183,292) 247,317
Decrease (increase) in income taxes receivable 201,752 (86,422)
Decrease (increase) in inventories 660,903 (648,208)
Increase in prepaid expenses (78,703) (179,013)
Decrease (increase) in deferred income taxes 30,499 (17,870)
Decrease (increase) in other assets (13,205) 25,450
Increase (decrease) in accounts payable (642,521) 507,003
Decrease in accrued expenses (29,987) (29,214)
Decrease in deferred income (11,765) (63,236)
---------- ----------
Net cash provided by operating activities 439,360 72,426
---------- ----------
Cash flows from investing activities:
Capital expenditures (127,031) (383,269)
---------- ----------
Net cash used in investing activities (127,031) (383,269)
---------- ----------
Cash flows from financing activities:
Principal payments on long-term debt - (1,000,000)
Dividends paid (106,287) (108,791)
Purchase of treasury stock - (40,145)
---------- ----------
Net cash used in financing activities (106,287) (1,148,936)
---------- ----------
Increase (decrease) in cash and cash equivalents 206,042 (1,459,779)
Cash and cash equivalents at beginning of period 184,772 2,696,010
---------- ----------
Cash and cash equivalents at end of period $ 390,814 1,236,231
========== ==========
See accompanying notes to condensed consolidated financial statements.
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TECHNOLOGY RESEARCH CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for the
fair statement of results for the interim period.
The results of operations for the six-month period ended September 30, 2001
are not necessarily indicative of the results to be expected for the full
year.
2. Basic earnings per share has been computed by dividing net income by the
weighted average number of common shares outstanding.
Diluted earnings per share has been computed by dividing net income by
the weighted average number of common and equivalent shares outstanding.
Common share equivalents included in the computation represent shares
issuable upon exercise of stock options which would have a dilutive effect
in periods where there are earnings.
3. In 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities" which establishes accounting
and reporting standards for derivatives as either assets or liabilities on
the balance sheet and measure those instruments at fair values. In June
1999, FASB issued SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective Date of SFAS No. 133", which
deferred the effective date of the adoption of SFAS No. 133. The Company
adopted SFAS No. 133 on April 1, 2001. The Company holds no derivative
financial instruments; therefore, the adoption of this standard had no
effect on the consolidated financial statements.
4. In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities",
replacing SFAS No. 125. SFAS 140 revises the standards of accounting for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures, and otherwise reiterates many of the
provisions of SFAS 125. SFAS 140 is effective for transfers and servicing
of financial assets and extinguishments of liabilities occurring after
March 31, 2001. SFAS 140 is effective for recognition and reclassification
of collateral and for disclosures relating to securitization transactions
and collateral for fiscal years ending after December 15, 2000. The
adoption of SFAS 140 had no material impact on the Company's financial
position, results of operations or cash flows.
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5. In July 2001, the FASB issued SFAS No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS 141 requires
that all business combination initiated after June 30, 2001, be accounted
for using the purchase method. SFAS 142 will required that goodwill and
intangible assets with indefinite useful lives no longer be amortized, but
instead tested for impairment at least annually in accordance with the
provisions of SFAS 142. SFAS 142 will also require that intangible assets
with definite useful lives be amortized over their respective estimated
useful lives to their estimated residual values, and reviewed for
impairment in accordance with SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets To Be Disposed Of."
The Company is required to adopt the provisions of SFAS 141 immediately, and
SFAS 142 effective April 1, 2002. The adoption of SFAS 141 had no effect on
the consolidated financial statements. The Company is currently evaluating
the effect of adopting SFAS 142.
6. In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations", which addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. The standard applies to
legal obligations associated with the retirement of long-lived assets that
result from the acquisition, construction, development and(or) normal use
of the asset.
Statement No. 143 requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred
if a reasonable estimate of fair value can be made. The fair value of the
liability is added to the carrying amount of the associated asset and this
additional carrying amount is depreciated over the life of the asset. The
liability is accreted at the end of each period through charges to
operating expense. If the obligation is settled for other than the
carrying amount of the liability, the Company will recognize a gain or loss
on settlement.
The Company is required and plans to adopt the provisions of Statement
No. 143 for the quarter ending March 31, 2003. To accomplish this, the
Company must identify all legal obligations for asset retirement
obligations, if any, and determine the fair value of these obligations on
the date of adoption. The determination of fair value is complex and will
require the Company to gather market information and develop cash flow
models. Additionally, the Company will be required to develop processes to
track and monitor these obligations. Because of the effort necessary to
comply with the adoption of Statement No. 143, it is not practicable for
management to estimate the impact of adopting this Statement at the date of
this report.
7. On October 3, 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which addresses financial
accounting and reporting for the impairment or disposal of long-lived
assets. SFAS 144 supersedes SFAS 121; however, it retains many of the
fundamental provisions of that Statement.
- 5 -
SFAS 144 also supersedes the accounting and reporting provisions of APB
Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions", for the disposal of a
segment of a business. However, it retains the requirement in Opinion
No. 30 to report separately discontinued operations and extends that
reporting to a component of an entity that either has been disposed of (by
sale, abandonment, or in a distribution to owners) or is classified as held
for sale. By broadening the presentation of discontinued operations to
include more disposal transactions, the FASB has enhanced managements'
ability to provide information that helps financial statement users to
assess the effects of a disposal transaction on the ongoing operations of
an entity.
The Company is required to adopt the provisions of SFAS 144 on April 1,
2002, and the adoption of SFAS 144 is not expected to have any effect on
the consolidated financial statements.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULT OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying condensed consolidated
financial statements.
Current Three Months Ended September 30, 2001 versus Three Months Ended
September 30, 2000
The Company's operating revenues (net sales and royalties) for the second
quarter ended September 30, 2001 were $4,870,671, compared to $4,385,131
reported in the same quarter last year, an increase of approximately 11%. Net
income for the current quarter was $56,158, compared to a net loss of
$(152,047), for the same quarter last year. Basic and diluted earnings for the
current period were $.01 per share compared to basic and diluted losses of
$(.03) per share for the same quarter last year.
The increase in net income for the Company's second quarter ended September 30,
2001, compared to the prior year's quarter, was primarily due to the increase
in sales of $466,097 and royalty income of $19,443 and the decrease in
operating expenses of $204,967. The Company continuously monitors expenses to
ensure they are in line with revenues. In response to lower commercial sales
and as the result of the Company moving the remaining manufacturing of
commercial products from Clearwater to Honduras, the Company reduced
manufacturing personnel in both Clearwater and Honduras during the quarter,
resulting in severance costs of approximately $60,000. The Company expects
productivity and profit margin improvements as a result of this action.
The Company's operating revenues (net sales and royalties) for the six-month
period ended September 30, 2001 were $8,978,024, compared to $9,181,651
reported in the same period of the prior year, a decrease of approximately 2%.
Net income for the six-month period was $58,248, compared to $50,119, for the
same period in the prior year. Basic and diluted earnings for the six-month
period were $.01 per share compared to basic and diluted earnings of $.01 per
share for the same period last year.
- 6 -
The slight decrease in revenues for the six-month period ended September 30,
2001, compared to the same period last year, was due to commercial sales
decreasing by $760,010 and royalty income by $4,594, offset to some extent by
an increase in military sales of $560,977. The Company believes the decrease
in commercial sales, other than Xerox and its suppliers, was primarily due to
the state of the economy along with strong competitive pressure in that
marketplace. Sales to Xerox Corporation and its suppliers accounted for
$427,423 of the overall decrease in commercial sales. The Company's third
fiscal quarter is normally its weakest quarter for commercial sales, which the
Company believes will be impacted further by competitive pressures and the
slowing economy. In response, the Company's product development activity
continues to be a high priority as the Company looks at opportunities to expand
its commercial business.
The increase in military sales was mainly due to shipments of control devices
related to the 5/10/15KW Tactical Quiet Generator (TQG) and the 3KW TQG
programs. Also, the Company made significant progress in supplying on time
shipments of those control devices related to the 3KW TQG program during its
second fiscal quarter, after a production delay of approximately a month and a
half during its first fiscal quarter. As previously reported on August 22,
2001, the Company will continue to supply power control and monitoring devices
to a U.S. Government Prime Contractor as part of a new follow-on re-procurement
contract award for approximately 15,500 3KW TQG engine generator sets. The
follow-on contract covers a period of approximately ten years and will require
shipments against yearly production releases starting in 2002 and continuing
through 2012. The Company's portion of this new 3KW TQG contract award is
estimated to have a potential value of approximately $21 million in sales over
the life of the contract.
The Company continues to pursue opportunities for its Fire Shield products, and
recent orders give evidence that the product is becoming accepted in the
marketplace. In October, the Company announced that it would be supplying
Fire Shield Safety Extension cords to 96 Home Depot stores in Florida, and in
November, the Company announced that it would be supplying the same to
approximately 600 Walmart stores. The Company will support these sales efforts
with television advertising in the Florida region that will run from the
middle of October through the middle of December.
The Company's gross profit margin on net sales was approximately 23% for the
current quarter and approximately 25% for the six-month period ended September
30, 2001, compared to 23% and 27% for the same periods last year, reflecting
comparable margins to the prior year's periods.
Selling, general and administrative expenses were $828,553 for the current
quarter and $1,653,517 for the six-month period ended September 30, 2001,
compared to $939,694 and $1,829,450 for the same periods last year, a decrease
of 12% and 10%, respectively. The decrease in expenses for the six-month
period was due to lower advertising costs of $63,231, lower travel expenses of
$54,009, lower professional fees of $23,399, an increase in other costs of
$8,048 and a write-off of an account receivable of $43,342 in the prior
year's period. Selling expenses were $486,706 for the current quarter and
$963,959 for the six-month period ended September 30, 2001, compared to
$508,876 and $1,030,268 for the same periods last year, a decrease of
approximately 4% and 6%, respectively. General and administrative expenses
were $341,847 for the current quarter and $689,558 for the six-month period
ended September 30, 2001, compared to $430,818 and $799,182 for the same
periods last year, a decrease of approximately 21% and 14%, respectively.
- 7 -
Research, development and engineering expenses were $235,522 for the current
quarter and $498,668 for the six-month period ended September 30, 2001,
compared to $329,368 and $621,691 for the same periods last year, a decrease
of approximately 28% and 20%, respectively. The decrease in expenses for the
six-month period was due to lower salary related expenses of $91,583, lower UL
fees of $28,600 and a decrease in other expenses of $2,840.
Interest expense, net of interest and sundry income, for the current quarter
was $22,436 and $52,830 for the six-month period ended September 30, 2001,
compared to $9,296 and $21,501 for the same periods last year, reflecting
lower interest income on cash balances over the comparable periods.
The Company's effective income tax rate was 25% for the six-month period ended
September 30, 2001, compared to 26% for the same period last year.
Liquidity and Capital Resources
As of September 30, 2001, the Company's cash and cash equivalents increased to
$390,814 from the March 31, 2001 total of $184,772. Cash provided by operating
activities was $439,360, cash used in investing activities was $127,031 and
cash used in financing activities was $106,287, giving a total increase of
$206,042.
Cash provided by operating activities was primarily due to net income of
$56,158, depreciation in the amount of $449,521 and a decrease in income taxes
receivable of $201,752 offset to some extent by an increase in prepaid expenses
and accounts receivable of $78,703 and $183,292, respectively. The decrease
in inventory of $660,903 was used to improve the timeliness of payments to
suppliers during the quarter, which resulted in a decrease in accounts payable
of $642,521. Accounts receivable increased as a result of higher shipments
in the quarter compared to the fourth quarter ended March 31, 2001. Income
taxes receivable decrease due to the Company receiving a refund check in the
amount of $208,500 in the first quarter for overpayments of taxes for the prior
fiscal year.
Cash used in investing activities was related to purchases of capital equipment
only, which totaled $127,287. The Company plans to spend between $250,000 and
$500,000 in capital equipment during the current fiscal year.
Cash used in financing activities was due to the Company's payment of its cash
dividend in the amount of $106,287.
On August 31, 2000, the Company renewed its $3,000,000 revolving credit loan
with its institutional lender, extending the maturity date to December 14,
2002. The Company has the option of borrowing at the lender's prime rate of
interest minus 25 basis points or the 30-day London Interbank Offering Rate
("LIBOR") plus 175 basis points. The Company is currently using the LIBOR
option. The Company's debt from advances on its line of credit was $1,750,000
as of September 30, 2001.
The Company's working capital increased by $254,997 to $9,153,694 at
September 30, 2001, compared to $8,898,697 at March 31, 2001. The Company
believes cash flow from operations, the available bank line and current cash
position will be sufficient to meet its working capital requirements for the
immediate future.
- 8 -
The Company's earnings before interest, income taxes, depreciation and
amortization ("EBIDTA") was $402,380 for the three-month period and $764,882
for the six-month period ended September 30, 2001, compared to $65,842 for the
three-month period and $600,358 for the six-month period ended September 30,
2000.
The record date for the Company's second fiscal quarter dividend of $.01 per
share was September 30, 2001, and the Company paid that dividend on
October 19, 2001.
Item 3. Quantitative and Qualitative Disclosure Regarding Market Risk
The Company has no derivative securities as of September 30, 2001. The
Company's exposure to market risk for changes in interest rates relates
primarily to the Company's debt obligations due to its variable LIBOR Rate
pricing. Accordingly, a 1% change in LIBOR would result in an interest expense
change of approximately $15,500 per year.
Forward Looking Statements
Some of the statements in this report constitute forward-looking statements,
within the meaning of the Private Securities Litigation Reform Act of 1995 and
the Securities Exchange Act of 1934. These statements related to future
events, other future financial performance or business strategies, and may be
identified by terminology such as "may," "will," "should," "expects,"
"scheduled," "plans," "intends", "anticipates," "believes," "estimates,"
"potential," or "continue" or the negative of such terms or other comparable
terminology. These statements are only predictions, and actual events or
results may differ materially. In evaluating these statements, you should
specifically consider the factors described throughout this report. Such key
factors include, but are not limited to, the acceptance of any new products,
such as "Fire Shield", into the marketplace, the effective utilization of the
Company's Honduran manufacturing facility, changes in manufacturing
efficiencies and the impact of competitive products and pricing. The Company
cannot be assured that future results, levels of activity, performance or goals
will be achieved, and the Company disclaims any obligation to revise any
forward-looking statements subsequent to events or circumstances or the
occurrence of unanticipated events.
Part II - Other Information
Item 1. Legal Proceedings
Not Applicable.
Item 2. Changes in Securities
Not Applicable.
Item 3. Defaults Upon Senior Securities
Not Applicable.
- 9 -
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's annual meeting of shareholders held on August 23, 2001, the
following matters were submitted for a vote by the shareholders:
1. To elect six members of the Board of Directors who will be elected
to a one-year term of office.
VOTES FOR VOTES AGAINST
--------- -------------
Robert S. Wiggins 4,932,620 43,943
Raymond H. Legatti 4,960,331 16,232
Raymond B. Wood 4,936,020 40,543
Gerry Chastelet 4,939,465 37,098
Edmund F. Murphy, Jr. 4,849,523 127,040
Martin L. Poad 4,938,975 37,588
2. To ratify the selection by the Company's Board of Directors of
KPMG LLP, Certified Public Accountants, as independent auditors
of the Company for its fiscal year ending March 31, 2002.
VOTES FOR VOTES AGAINST VOTES ABSTAINED
--------- ------------- ---------------
To ratify auditors 4,994,442 13,217 13,828
Item 5. Other Information
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter covered by this
Report.
- 10 -
___________________________________________
SIGNATURES
Pursuant to the requirements of the Security Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TECHNOLOGY RESEARCH CORPORATION
(registrant)
November 8, 2001 Scott J. Loucks
___________________________ __________________________________
Date Scott J. Loucks
Chief Financial Officer,
(principal financial, accounting and
Duly Authorized Officer)
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