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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTER ENDED NOVEMBER 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-22183
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MEADE INSTRUMENTS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION)
6001 OAK CANYON, IRVINE, CA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
95-2988062
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
92620
(ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(714) 451-1450
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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 [ ]
Number of shares of common stock outstanding as of November 30, 1997 is
7,875,500
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MEADE INSTRUMENTS CORP.
TABLE OF CONTENTS
PAGE NO.
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PART I -- FINANCIAL INFORMATION
Income Statements -- Three Months and Nine Months Ended November 30, 1997
(Unaudited) and 1996............................................................. 3
Balance Sheets -- November 30, 1997 (Unaudited) and February 28, 1997.............. 4
Statements of Cash Flows -- Nine Months Ended November 30, 1997 (Unaudited) and
1996............................................................................. 5
Notes to Financial Statements (Unaudited).......................................... 6
Management's Discussion and Analysis of Financial Condition and Results of
Operations....................................................................... 7 - 9
PART II -- OTHER INFORMATION
Other Information.................................................................. 10
Signatures......................................................................... 11
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MEADE INSTRUMENTS CORP.
INCOME STATEMENTS
THREE MONTHS ENDED NOVEMBER 30, NINE MONTHS ENDED NOVEMBER 30,
------------------------------- ------------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
Net sales............................. $24,105,000 $19,769,000 $49,129,000 $38,966,000
Cost of sales......................... 15,144,000 13,150,000 31,557,000 26,267,000
----------- ----------- ----------- -----------
Gross profit........................ 8,961,000 6,619,000 17,572,000 12,699,000
Selling expenses...................... 2,295,000 1,585,000 4,976,000 3,248,000
General and administrative expenses... 1,860,000 1,605,000 4,953,000 5,056,000
Research and development expenses..... 232,000 184,000 593,000 444,000
----------- ----------- ----------- -----------
Operating income.................... 4,574,000 3,245,000 7,050,000 3,951,000
Interest expense...................... 204,000 537,000 952,000 1,253,000
----------- ----------- ----------- -----------
Income before income taxes.......... 4,370,000 2,708,000 6,098,000 2,698,000
Provision for income taxes............ 1,836,000 1,138,000 2,555,000 1,133,000
----------- ----------- ----------- -----------
Net income............................ 2,534,000 1,570,000 3,543,000 1,565,000
Accretion on preferred stock.......... (476,000) (374,000) (541,000)
----------- ----------- ----------- -----------
Net income available to common
stockholders........................ $ 2,534,000 $ 1,094,000 $ 3,169,000 $ 1,024,000
=========== =========== =========== ===========
Net income per share available to
common stockholders................. $ 0.37 $ 0.34 $ 0.50 $ 0.29
=========== =========== =========== ===========
Weighted average number of shares
outstanding......................... 6,815,400 3,238,000 6,320,900 3,497,200
=========== =========== =========== ===========
See accompanying notes to financial statements.
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MEADE INSTRUMENTS CORP.
BALANCE SHEETS
NOVEMBER 30, FEBRUARY 28,
1997 1997
------------ ------------
(UNAUDITED)
ASSETS
Current assets:
Cash........................................................... $ 1,138,000 $ 4,000
Accounts receivable, less allowance for doubtful accounts of
$380,000 at November 30, 1997 and $248,000 at February 28,
1997........................................................ 15,816,000 4,830,000
Inventories.................................................... 11,187,000 12,077,000
Deferred income taxes.......................................... 885,000 885,000
Prepaid expenses and other current assets...................... 213,000 231,000
----------- ------------
Total current assets................................... 29,239,000 18,027,000
Other assets..................................................... 422,000 1,047,000
Property and equipment, net of accumulated depreciation of
$1,151,000 at November 30, 1997 and $1,024,000 at February 28,
1997........................................................... 3,003,000 1,450,000
----------- ------------
$32,664,000 $ 20,524,000
=========== ============
LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Bank line of credit............................................ $ 6,894,000 $ 4,358,000
Current portion of long-term debt.............................. 1,584,000
Current portion of capital lease obligations................... 218,000 218,000
Accounts payable............................................... 2,374,000 2,195,000
Accrued liabilities............................................ 3,445,000 2,358,000
Income taxes payable........................................... 2,218,000 1,062,000
----------- ------------
Total current liabilities.............................. 15,149,000 11,775,000
----------- ------------
Long-term debt, net of current portion........................... 6,599,000
------------
Long-term capital lease obligations, net of current portion...... 385,000 547,000
----------- ------------
Deferred rent.................................................... 65,000
------------
Redeemable Series A preferred stock; 1,000 shares authorized,
issued and outstanding......................................... 6,490,000
------------
Commitments
Stockholders' equity (deficit):
Preferred stock; 999,000 shares authorized, none issued and
outstanding.................................................
Common stock, $0.01 par value, 20,000,000 shares authorized;
issued and outstanding 7,875,500 shares at November 30,
1997........................................................ 79,000
Series A common stock; 15,000,000 shares authorized, issued and
outstanding 3,500,000 shares at February 28, 1997........... 3,511,000
Series B common stock; 5,000,000 shares authorized; issued and
outstanding 1,500,000 at February 28, 1997..................
Additional paid-in capital..................................... 21,345,000
Retained earnings.............................................. 4,711,000 1,542,000
----------- ------------
26,135,000 5,053,000
Unearned ESOP shares........................................... (9,005,000) (10,005,000)
----------- ------------
Total stockholders' equity (deficit)................... 17,130,000 (4,952,000)
----------- ------------
$32,664,000 $ 20,524,000
=========== ============
See accompanying notes to financial statements.
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MEADE INSTRUMENTS CORP.
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED NOVEMBER 30,
------------------------------
1997 1996
----------- ------------
(UNAUDITED)
Cash flows from operating activities:
Net income......................................................... $ 3,543,000 $ 1,565,000
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization................................... 348,000 422,000
Debt issuance costs from repayment of term debt................. 400,000
ESOP contribution............................................... 800,000 1,745,000
Changes in assets and liabilities:
Increase in accounts receivable............................... (10,986,000) (8,313,000)
(Increase) decrease in inventories............................ 890,000 (4,802,000)
(Increase) decrease in prepaid expenses and other current
assets....................................................... 18,000 (18,000)
(Increase) decrease in other assets........................... 240,000 (1,164,000)
Increase in accounts payable.................................. 179,000 1,390,000
Increase in accrued liabilities............................... 1,287,000 918,000
Increase in income taxes payable.............................. 1,156,000 813,000
----------- -----------
Total adjustments.......................................... (5,668,000) (9,009,000)
----------- -----------
Net cash used in operating activities...................... (2,125,000) (7,444,000)
----------- -----------
Cash flows from investing activities:
Capital expenditures............................................... (1,981,000) (93,000)
----------- -----------
Net cash used in investing activities...................... (1,981,000) (93,000)
----------- -----------
Cash flows from financing activities:
Payments on long-term debt......................................... (8,183,000) (1,442,000)
Proceeds from long-term debt....................................... 9,500,000
Net borrowings under bank line of credit........................... 2,536,000 6,857,000
Payments on notes payable to related parties....................... (2,000,000)
Net proceeds from the issuance of common stock..................... 17,913,000
Redemption of common stock......................................... (250,000)
Issuance of preferred stock........................................ 2,500,000
Redemption of preferred stock...................................... (6,864,000)
Purchase and exercise of warrant for common stock.................. 3,510,000
Unearned ESOP shares............................................... (11,000,000)
Payment of dividend on Series B common stock....................... (995,000)
Payment received on ESOP acquisition loan.......................... 995,000
Payments under capital lease obligations........................... (162,000) (138,000)
----------- -----------
Net cash provided by financing activities.................. 5,240,000 7,537,000
----------- -----------
Net increase in cash................................................. 1,134,000 0
Cash at beginning of period.......................................... 4,000 3,000
----------- -----------
Cash at end of period................................................ $ 1,138,000 $ 3,000
=========== ===========
Supplemental disclosures of cash flow information:
Non-cash financing activities:
Capital lease obligations....................................... $ 444,000
Release of unearned ESOP shares................................. $ 1,000,000 --
Accretion on preferred stock.................................... $ 374,000 $ 541,000
See accompanying notes to financial statements.
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MEADE INSTRUMENTS CORP.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
A. The financial statements have been prepared by the Company and are
unaudited.
In management's opinion, the information and amounts furnished in this
report reflect all adjustments (consisting of normal recurring adjustments)
considered necessary for the fair presentation of the financial position and
results of operations for the interim periods presented. These financial
statements should be read in conjunction with the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997.
The Company has experienced, and expects to continue to experience,
substantial fluctuations in its sales, gross margins and profitability from
quarter to quarter. Factors that influence these fluctuations include the volume
and timing of orders received, changes in the mix of products sold, market
acceptance of the Company's products, competitive pricing pressures, the
Company's ability to meet increasing demand and delivery schedules, the timing
and extent of research and development expenses and the timing and extent of
product development expenses. In addition, a substantial portion of the
Company's net sales and operating income typically occur in the third quarter of
the Company's fiscal year primarily due to disproportionately higher customer
demand for less-expensive telescopes during the Christmas holiday season. The
results of operations for the quarter and nine months ended November 30, 1997
and 1996, respectively, are not necessarily indicative of the operating results
for the entire fiscal year.
B. In April 1997 the Company completed an initial public offering (the
"Offering") of 3,875,500 shares of common stock (including the underwriter's
over-allotment option). The Offering included 2,875,500 newly issued shares of
common stock and 1,000,000 shares of common stock held by the Company's then
preferred stockholder. The Offering raised approximately $17.9 million (after
underwriting discounts and Offering expenses). Net proceeds from the Offering
were used to redeem approximately $6.9 million of outstanding Series A preferred
stock, including accrued dividends, and to repay approximately $11.0 million of
existing bank term and revolving debt. Prior to the closing of the Offering, the
Company merged with and into a Delaware subsidiary, with the Delaware subsidiary
being the surviving corporation. All of the outstanding shares of the Series A
and Series B common stock and Series A preferred stock of the Company were
exchanged on a ratio of one for one with shares of Series A and Series B common
stock and Series A preferred stock of the Delaware subsidiary as part of the
reincorporation. All shares of Series A and Series B common stock were converted
into shares of common stock upon the completion of the Offering.
C. The write-off of approximately $400,000 of previously capitalized debt
issuance costs, related to bank term debt that was retired with the proceeds of
the Offering in April 1997, is presented as a component of interest expense for
the nine months ended November 30, 1997.
D. In September 1997, the Company occupied its new office and manufacturing
facility. Lease payments of approximately $75,000 per month have commenced
pursuant to the lease agreement entered into in December 1996.
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MEADE INSTRUMENTS CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The nature of the Company's business is seasonal. Historically, sales in
the third quarter have been higher than sales achieved in the other three fiscal
quarters of the year. Thus, expenses and, to a greater extent, operating income
vary by quarter. Caution, therefore, is advised when appraising results for a
period shorter than a full year, or when comparing any period other than to the
same period of the previous year.
Three Months Ended November 30, 1997 Compared to Three Months Ended November
30, 1996
Net sales for the third quarter of fiscal 1998 were $24.1 million compared
to $19.8 million for the third quarter of fiscal 1997, an increase of 21.7%.
This $4.3 million increase was due to stronger net sales in all of the Company's
major product lines.
Gross profit increased from $6.6 million (33.5% of net sales) for the third
quarter of fiscal 1997 to $9.0 million (37.2% of net sales) for the third
quarter of fiscal 1998, an increase of 35.4%. The increase in gross profit as a
percent of net sales was principally due to increased sales of more profitable
lines of domestically produced products and higher sales of binoculars, less
expensive telescopes and telescope accessories, which generally have a higher
gross profit margin than the Company's other products.
Selling expenses increased from $1.6 million (8.0% of net sales) for the
third quarter of fiscal 1997 to approximately $2.3 million (9.5% of net sales)
for the third quarter of fiscal 1998, an increase of 44.8%. This increase
principally reflects higher shipping, advertising, sales personnel and other
selling expenditures to support growing sales volumes for fiscal 1998.
General and administrative expenses increased from $1.6 million (8.1% of
net sales) for the third quarter of fiscal 1997 to $1.9 million (7.7% of net
sales) for the third quarter of fiscal 1998, an increase of 15.9%. This increase
was principally due to costs and expenses related to the move to the Company's
new facility.
Research and development expenses increased from $184,000 (1.0% of net
sales) for the third quarter of fiscal 1997 to $232,000 (1.0% of net sales) for
the third quarter of fiscal 1998, an increase of 26.1%. This increase was
principally due to increased internal engineering personnel related costs.
Interest expense decreased from $537,000 for the third quarter of fiscal
1997 to $204,000 for the third quarter of fiscal 1998, a decrease of 62.0%. The
decrease was due to lower average borrowings on the Company's line of credit and
the elimination of the long-term bank debt that was retired with the proceeds of
the Offering in April 1997.
Nine Months Ended November 30, 1997 Compared to Nine Months Ended November 30,
1996
Net sales for the nine months ended November 30, 1997 were $49.1 million
compared to $39.0 million for the comparable prior year period, an increase of
26.1%. This increase was primarily due to an increase of more than $4.5 million
in net sales of domestically produced telescopes and an increase of more than
$5.0 million in binocular, less-expensive telescope and telescope accessory
sales.
Gross profit increased from $12.7 million (32.6% of net sales) for the nine
months ended November 30, 1996 to $17.6 million (35.8% of net sales) for the
comparable period of fiscal 1998, an increase of 38.4%. The increase in gross
profit as a percent of net sales was principally due to the increased sales of
more profitable lines of domestically produced products and higher sales of
binoculars, less-expensive telescopes and telescope accessories, which generally
have a higher gross profit margin than the Company's other products.
Selling expenses increased from $3.2 million (8.3% of net sales) for the
nine months ended November 30, 1996 to $5.0 million (10.1% of net sales) for the
comparable period of fiscal 1998, an increase of
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53.2%. This increase principally reflects higher advertising, freight, other
shipping and other selling expenses to support higher sales volumes for the
first nine months of fiscal 1998.
General and administrative expenses decreased from $5.1 million (13.0% of
net sales) for the nine months ended November 30, 1996 to $5.0 million (10.1% of
net sales) for the comparable period of fiscal 1998, a decrease of 2.0%. This
decrease was due to ESOP contribution expenses decreasing to $800,000 for the
nine months ended November 30, 1997 from $1.745 million for the comparable
period of fiscal 1997. The second quarter of fiscal 1997 included a one-time
$995,000 ESOP contribution expense for a dividend paid on the ESOP stock in
August 1996. General and administrative expenses, excluding ESOP expenses, for
the nine months ended November 30, 1997, increased 25.4% over the prior year
period. This increase was generally due to increases in personnel related costs,
costs and expenses related to the move to the Company's new facility and general
increases across a broad category of expenses to support higher sales volumes
during the first nine months of fiscal 1998.
Research and development expenses increased from $444,000 (1.1% of net
sales) for the nine months ended November 30, 1996 to $593,000 (1.2% of net
sales) for the comparable period of fiscal 1998, an increase of 33.6%. This
increase was due to increased internal engineering personnel related costs and
increased outside engineering consulting expenses.
Interest expense decreased from $1.3 million for the nine months ended
November 30, 1996 to $952,000 for the comparable period of fiscal 1998, a
decrease of 24.0%. Included in interest expense for the nine months ended
November 30, 1997 is approximately $400,000 of additional interest expense
recognized pursuant to the write-off of previously capitalized debt issuance
costs related to bank term debt that was retired with the proceeds of the
Offering in April 1997. Interest expense for the nine months ended November 30,
1997 before the write-off of $400,000 of debt issuance costs, decreased 55.9%
compared to the nine months ended November 30, 1996 due to lower average
borrowings on the Company's line of credit and the elimination of the long-term
bank debt that was retired with the proceeds of the Offering in April 1997.
For the nine months ended November 30, 1997 and 1996, net income was
adjusted by $374,000 and $541,000, respectively, for accretion of preferred
stock to arrive at net income available to common stockholders of $3.2 million
and $1.0 million, respectively. There will be no further accretion adjustments
related to the preferred stock as it was redeemed in full with the proceeds of
the Offering in April 1997.
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended November 30, 1997, the Company funded its
operations with proceeds from the Offering as well as internally generated cash
flow and borrowings on its bank line of credit. Net working capital (current
assets less current liabilities) totaled approximately $14.1 million at November
30, 1997, representing an increase of 124% from the February 28, 1997 level of
approximately $6.3 million. The increase was principally due to increases in
accounts receivable and the repayment of bank debt with the proceeds of the
Offering.
Working capital requirements fluctuate during the year due to the seasonal
nature of the business. These requirements are typically financed through a
combination of internally generated cash flow from operating activities and
short-term bank borrowings.
In April 1996, the Company entered into a five-year Loan and Security
Agreement with Fleet Capital Corporation (the "Loan Agreement") which provides
for (i) a $10.0 million revolving line of credit facility, secured by the
Company's accounts receivable and inventories and (ii) a $9.5 million term note
(the "term note") secured by the assets of the Company. The term note was repaid
on April 14, 1997 with the proceeds of the Offering.
In September 1997, the Company occupied its new office and manufacturing
facility. Lease payments of approximately $75,000 per month have commenced
pursuant to the lease agreement entered into in December 1996.
Capital expenditures aggregated $2 million and $537,000 for the nine months
ended November 30, 1997 and 1996, respectively.
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The Company believes that internally generated cash flow, together with
borrowing ability under the Company's revolving line of credit, will be
sufficient to meet its operating, working capital and capital expenditure
requirements through the next twelve months. In the event the Company's plans
require more capital than is presently anticipated, the Company's remaining cash
balances may be consumed and additional sources of liquidity, such as debt or
equity financings, may be required to meet its capital needs. There can be no
assurance that additional capital beyond the amounts the Company currently
requires will be available on reasonable terms, if at all.
Effective January 1, 1999, the Company and its Taiwanese manufacturer will
end their exclusive arrangement relating to the manufacture of the Company's
less expensive telescopes. The Company expects the Taiwanese manufacturer to
continue to be a supplier after the termination of the exclusive arrangement.
FORWARD-LOOKING INFORMATION
The preceding "Management's Discussion and Analysis of Financial Conditions
and Results of Operations" section contain various "forward looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities and Exchange Act of 1934, as amended, which
represent the Company's reasonable judgment concerning the future and are
subject to risks and uncertainties that could cause the Company's actual
operating results and financial position to differ materially, including the
following: the Company experiencing fluctuations in its sales, gross margins and
profitability from quarter to quarter consistent with prior periods and the
Company's expectation that it will have sufficient funds to meet any working
capital requirements during the foreseeable future with internally generated
cash flow and borrowing ability.
In addition to other information in this report, the Company cautions that
certain factors, including without limitation the following, should be
considered carefully in evaluating the Company and its business and that such
factors may cause the Company's actual operating results to differ materially
from those set forth in the forward looking statements described above or to
otherwise be adversely affected: any significant decline in general economic
conditions or uncertainties regarding future economic prospects that affect
consumer spending; any general decline in the size of the telescope market or
any segment of the telescope market in which the Company competes, whether from
general economic conditions, a decrease in the popularity of telescopes or
otherwise; any inability to continue to design and manufacture products that
will achieve commercial success; any product designs being rendered obsolete
within a relatively short period of time as new products are introduced into the
market; any failure of the Company to penetrate the binocular market and achieve
meaningful sales; any significant and unexpected interruption of the Company's
manufacturing arrangements with its Taiwanese manufacturer; greater than
anticipated competition; any loss of, or the failure to replace, any significant
portion of the sales made to any significant customer of the Company; the
inherent risks associated with international sales, including variations in
local economies, fluctuating exchange rates, increased difficulty with respect
to inventory management, greater difficulty in accounts receivable collections,
costs and risks associated with localizing products for foreign countries,
changes in tariffs and other trade barriers, adverse foreign tax consequences,
cultural differences affecting product demand and customer service and burdens
of complying with a variety of foreign laws; and the inherent risks associated
with products manufactured by foreign suppliers located primarily in Taiwan,
Korea, Japan and the Peoples Republic of China, including, among other things,
imposition of quotas or trade sanctions, decline in the value of the United
States dollar against local currencies causing an effective increase in the cost
of finished products and components, shipment delays and the political
instability between China and Taiwan.
The Company is currently addressing a potential problem facing many users
of automated information systems. The widespread use of two-digit date computer
programs to perform computations and decision-making functions may cause
computer systems to malfunction in the year 2000, which could lead to business
delays and disruptions in the U.S. and internationally. The Company has made and
will continue to make modifications in its computer systems to address this
problem. However, due to the independent nature of computer systems, the Company
may be adversely impacted depending on whether or not other entities not
affiliated with the Company address this issue successfully.
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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.
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
6(a) Exhibits filed with this Form 10-Q
Exhibit No. 27 Financial Data Schedule for the nine months ended
November 30, 1997.
6(b) Reports on Form 8-K.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: January 13, 1998
MEADE INSTRUMENTS CORP.
By: /s/ JOHN C. DIEBEL
------------------------------------
John C. Diebel
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------------ -----------------
/s/ JOHN C. DIEBEL Chairman of the Board and January 13, 1998
- --------------------------------------------- Chief Executive Officer
John C. Diebel (Principal Executive Officer)
/s/ STEVEN G. MURDOCK Director, President and Chief January 13, 1998
- --------------------------------------------- Operating Officer
Steven G. Murdock
/s/ BRENT W. CHRISTENSEN Vice President, Finance and January 13, 1998
- --------------------------------------------- Chief Financial Officer
Brent W. Christensen (Principal Financial and
Accounting Officer)
/s/ JOSEPH A. GORDON, JR. Director and Senior January 13, 1998
- --------------------------------------------- Vice President of North
Joseph A. Gordon, Jr. American Sales
Director
- ---------------------------------------------
Timothy C. McQuay
Director
- ---------------------------------------------
Harry L. Casari
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