SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 2000
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 333-43195
Commission File Number 333-43195-01
SCOVILL FASTENERS INC.
SCOVILL HOLDINGS INC.
(Exact name of registrants as specified in their respective charters)
Delaware 3965 95-3959561
Delaware 6719 58-2365743
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
Scovill Fasteners Inc.
Scovill Holdings Inc.
1802 Scovill Drive
Clarkesville, Georgia 30523
706-754-4181
(Name, address, including zip code, and telephone number, including area code,
of registrants' principal executive offices)
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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 April 15, 2000 was 9,311,000.
SCOVILL HOLDINGS INC.
SCOVILL FASTENERS INC.
Quarterly Report on Form 10-Q
For the Quarter Ended June 30, 2000
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page No.
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Item 1. Financial Statements -
Consolidated Balance Sheets at June 30, 2000 and December 31, 1999...................... 3
Consolidated Statements of Operations for the six months and the three month periods
ended June 30, 2000 and 1999............................................................. 4
Consolidated Statements of Cash Flows for the six months ended June 30, 2000 and 1999.... 5
Notes to Consolidated Financial Statements............................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.... 7
PART II - OTHER INFORMATION
Item 1. Legal Proceedings........................................................................ 11
Item 2. Changes in Securities and Use of Proceeds................................................ 11
Item 3. Defaults Upon Senior Securities........................................................... 11
Item 4. Submission of Matters to a Vote of Security Holders....................................... 11
Item 5. Other Information......................................................................... 11
Item 6. Exhibits and Reports on Form 8-K.......................................................... 11
SIGNATURES......................................................................................... 12
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Scovill Holdings Inc.
Consolidated Balance Sheets
(in thousands, except share data)
June 30, December 31,
2000 1999
(Unaudited)
----------------------------------
ASSETS
Current Assets
Cash and cash equivalents........................................................... $ 952 $ 405
Accounts receivable, net of allowances of $1,706 and $1,722, respectively........... 15,358 12,350
Inventories......................................................................... 18,534 18,493
Other............................................................................... 464 522
-------- --------
Total Current Assets................................................................ 35,308 31,770
-------- --------
Property, Plant and Equipment, Net.................................................. 57,515 60,746
Intangible Assets................................................................... 96,931 98,937
-------- --------
$189,754 $191,453
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term debt................................................ $ 872 $ 910
Accounts payable.................................................................... 6,935 5,200
Accrued liabilities................................................................. 9,221 7,589
Accrued interest.................................................................... 1,878 1,184
-------- --------
Total Current Liabilities........................................................... 18,906 14,883
-------- --------
Long-Term Liabilities
Revolving credit facility........................................................... 12,385 14,878
Long-term debt...................................................................... 134,595 134,141
Employee benefits................................................................... 20,289 21,233
Other............................................................................... 1,863 2,076
-------- --------
Total Long-Term Liabilities......................................................... 169,132 172,328
-------- --------
Series A Cumulative Redeemable Exchangeable Preferred Stock, $.001 par value,
200,000 shares authorized, none issued at June 30, 2000 and 1999 (liquidation
preference of $100 per share).................................................... -- --
-------- --------
Stockholders' Equity
Preferred Stock, $.0001 par value, 1,000,000 shares authorized, none issued and
outstanding at June 30, 2000 and 1999
Series B Preferred Stock, $.0001 par value, 6,000,000 shares authorized, none and
4,655,500 shares issued and outstanding at June 30, 2000 and 1999, respectively..... -- --
Common Stock, $.0001 par value, 15,000,000 shares authorized, 9,311,000 and
4,655,500 shares issued and outstanding at June 30, 1999 and 1998, respectively.
-- --
Additional paid-in capital--preferred............................................... 49,942 49,942
Additional paid-in capital--common.................................................. 503 503
Predecessor basis adjustment........................................................ (7,831) (7,831)
Retained earnings (deficit)......................................................... (40,450) (39,150)
Accumulated other comprehensive income.............................................. (448) 778
-------- --------
Total Stockholders' Equity.......................................................... 1,716 4,242
-------- --------
$189,754 $191,453
======== ========
The accompanying notes to consolidated financial statements are an integral part of these balance sheets.
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Scovill Holdings Inc.
Consolidated Statements of Operations
(in thousands)
Six Months Ended June 30, Three Months Ended June 30,
2000 1999 2000 1999
------- ------- ------- -------
Net sales ............................ $47,171 $47,183 $24,311 $24,826
Cost of sales ........................ 33,227 34,765 16,924 18,183
------- ------- ------- -------
Gross profit ........................ 13,944 12,418 7,387 6,643
Selling, general and administrative
expenses .......................... 8,767 7,646 4,737 3,873
Amortization expense ................. 1,462 1,679 731 813
------- ------- ------- -------
Operating income (loss) ............. 3,715 3,093 1,919 1,957
Other (income) expense .............. (4,211) 104 (4,689) 210
Interest expense ..................... 9,108 8,244 4,517 4,378
------- ------- ------- -------
Income (loss) before income
tax provision (benefit) .......... (1,182) (5,255) 2,091 (2,631)
Income tax provision (benefit) ....... 118 (1,162) 101 (281)
------- ------- ------- -------
Net income (loss) .................... $(1,300) $(4,093) $ 1,990 $(2,350)
------- ------- ------- -------
The accompanying notes to consolidated financial statements are an integral part of these statements.
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Scovill Holdings Inc.
Consolidated Statements of Cash Flows
(in thousands)
Six Months ended June 30,
2000 (Unaudited) 1999 (Unaudited)
----------------------------------------
Cash Flows from Operating Activities:
Net (loss) available to common stockholders .......................... $(1,300) $(4,093)
Adjustments to reconcile net income (loss) available to
common stockholders to net cash provided by (used in)
operating activities:
Depreciation and amortization ....................................... 6,803 7,307
Deferred income taxes ................................................ -- (1,300)
Changes in operating assets and liabilities:
Accounts receivable, net ............................................. (3,008) (3,579)
Inventories ......................................................... (41) (336)
Other current assets ................................................ 58 224
Accounts payable .................................................... 1,735 1,197
Accrued liabilities ................................................. 1,632 (171)
Other assets and liabilities ........................................ (1,665) 163
------- -------
Net cash provided by (used in) operating activities................... 4,214 (588)
------- -------
Cash Flows from Investing Activities:
Additions to property, plant and equipment ........................... (1,590) (2,373)
-------- --------
Net cash used in investing activities................................. (1,590) (2,373)
------- -------
Cash Flows from Financing Activities:
Net (repayments) borrowings on line of credit......................... (2,493) 4,700
Net (repayments) borrowings of long-term debt ....................... 416 (1,322)
------- -------
Net cash (used in) provided by financing activities................... (2,077) 3,378
------- -------
Net Increase (Decrease) in Cash....................................... 547 417
Cash at Beginning of Period........................................... 405 293
------- -------
Cash at End of Period................................................. $ 952 $ 710
======= =======
Supplemental Disclosure of Cash Flow Information
Interest paid......................................................... $ 7,512 $ 7,706
======= =======
Income taxes paid..................................................... $ 118 $ 140
======= =======
The accompanying notes to consolidated financial statements are an integral part of these statements.
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SCOVILL HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(All amounts expressed in thousands, or as otherwise noted)
Note 1. Basis of Presentation and Business
The interim financial statements presented herein include the accounts
of Scovill Holdings Inc. ("Holdings") and its wholly owned subsidiaries
(together with Holdings, the "Company") as of June 30, 2000 and December 31,
1999 and for the three months and six months ended June 30, 2000 and 1999.
The accompanying unaudited consolidated financial statements have been
prepared pursuant to the rules of the Securities and Exchange Commission ("SEC")
and include all adjustments, consisting only of normal recurring adjustments
which are, in the opinion of the Company, necessary for a fair presentation of
the results of the interim periods. The operating results for the three months
and six months ended June 30, 2000 and 1999 are not necessarily indicative of
the results that would be obtained for the entire fiscal year or any other
interim period. Certain information and footnote disclosures normally included
in annual financial statements prepared in accordance with generally accepted
accounting principles have been omitted from these consolidated financial
statements pursuant to the applicable rules and regulations of the SEC. These
financial statements should be read in conjunction with the audited consolidated
financial statements and notes thereto included in the annual report on Form
10-K for the year ended December 31, 1999.
Note 2. New Accounting Standards
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities," ("SFAS 133"). This Statement requires companies to record
derivatives on the balance sheet as assets or liabilities, measured at fair
value. Gains or losses resulting from changes in the values of those derivatives
would be accounted for depending on the use of the derivative and whether it
qualifies for hedge accounting. SFAS 133, as amended by statement of Financial
Accounting Standards No 137, will be effective for the Company's fiscal year
2001. Management believes that this Statement will not have a significant impact
on the Company's financial condition or results of operations.
Note 3. Comprehensive Income
Other comprehensive income (loss) for the six months ended June 30,
2000 and 1999 includes only foreign currency translation. The calculation of
comprehensive income is as follows:
June 30, 2000 June 30, 1999
----------------------------------
Net (Loss) $(1,300) $(4,093)
Foreign Currency Translation Adjustments (1,226) (291)
------- -------
Comprehensive Income (Loss) $(2,526) $(4,384)
======= =======
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Note 4. Inventories
Inventories consisted of the following at:
June 30, 2000 December 31, 1999
-----------------------------------------------
Raw materials $ 1,591 $ 1,555
Work in process 3,882 4,416
Attaching machine spare parts 7,666 7,822
Finished goods 5,395 4,700
-----------------------------------------------
$18,534 $18,493
===============================================
Note 5. Business Segments
The Company's businesses are organized and internally reported as
three segments: Apparel, Industrial, and European operations. The European
operations include some of the same products as both apparel and industrial.
However, the European operations are managed separately and thus reported as a
separate segment. Sales are reported and classified based on the customers'
location.
Business Segment Six Months European Total
Information ended June 30, Apparel Industrial (1) Operations (2) Company
- ------------------------------------------------------------------------------------------------------------------------
Net Sales 2000 $29,062 $13,993 $4,116 $47,171
1999 $27,188 $14,581 $5,414 $47,183
Operating Income (3) 2000 $ 8,180 $ 4,433 $ 464 $13,077
1999 $ 7,083 $ 2,601 $ 442 $10,126
(1) Includes all Canadian operations.
(2) Represents Scovill-Europe operations.
(3) Operating Income (i) includes allocations of general and administrative
expenses based on sales and (ii) excludes depreciation, amortization and
management fees.
The following is a reconciliation of operating income from reportable
segments above to operating income on the financial statements:
Six Months Ended June 30,
2000 1999
- -------------------------------------------------------------------------------
Operating income from reportable segments $13,077 $10,126
Less:
Depreciation 4,713 5,054
Amortization 1,462 1,679
Other Corporate Charges 3,187 300
----------------------------
Total operating income $ 3,715 $ 3,093
============================
Note 6. Other Income
In the three month period ended June 30, 2000, the Company reached an
agreement to settle a trademark dispute. The Company has recorded the proceeds
of this settlement, net of related legal fees and other expenses, as Other
Income in the period.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following "Safe Harbor Statement" is made pursuant to the Private
Securities Litigation Reform Act of 1995. Certain of the statements contained in
the body of this Report are forward-looking statements (rather than historical
facts) that are subject to risks and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. Such forward-looking statements are based on management's current
plans and expectations and are subject to a number of uncertainties that could
cause actual results to differ materially from those described in such
statements. Such uncertainties and risks include, but are not limited to: the
risks and uncertainties inherent in doing business abroad, the volatility of the
price of raw materials; increasing domestic and foreign competition;
increasingly complex and stringent environmental laws and regulations; the
highly leveraged nature of the Company, its substantial debt service
requirements and the substantial operating and financing restrictions on the
Company by the terms of its Credit facility, the Indenture governing its 11.25%
Senior Subordinated Notes and the other agreements governing the Company's
indebtedness; and general economic conditions. The preceding list of
uncertainties, however, is not intended to be exhaustive, and should be read in
conjunction with the Company's publicly-filed reports.
Six Months Ended June 30, 2000 Compared with Six Months Ended June 30, 1999
Net Sales Net sales for the six months ended June 30, 2000 were essentially
equal to the net sales for the prior year period, as increases in the Company's
Apparel Group primarily due to increased demand for jeans fasteners and
hardware, $2.1 million or 7.8% to $29.4 million from $27.3 million, and the DOT
product line of the Industrial Group, $0.7 million or 9.1% to $8.0 million from
$7.4 million, were offset by decreases in other Industrial Group product lines,
primarily PCI, $1.3 million or 36.9% to $2.3 million from $3.6 million, and in
Europe, $1.3 million or 24.0% to $4.1 million from $5.4 million. The latter
decreases are the result of the Company's strategic decision to reduce certain
product offerings.
Gross Profit Gross profit of $13.9 million increased $1.5 million, or 12.3%
from the prior year level of $12.4 million. This increase is primarily
attributable to the increase in revenues in the product lines discussed above
which have higher margins when compared to the product offerings that are
declining, as well as a result of the profit improvement plan which the Company
implemented in the third and fourth quarters of 1999.
Selling, General and Administrative Expenses ("SG&A") SG&A increased $1.1
million, or 14.5%, from $7.6 million to $8.7 million primarily due to one time
expenses and fees related to the profit improvement plan which the Company
implemented in the third and fourth quarters of 1999, partially offset by
savings associated with that plan. SG&A was 18.6% of sales for the six months
ended June 30, 2000 compared to 16.2% for the six months ended June 30, 1999.
Operating Income Operating income of $3.7 million increased $0.6 million or
19.4% over the prior year level of $3.1 million, primarily as a result of the
above noted improvements in gross profit, partially offset by increased SG&A.
Other Income Other income for the six months ended June 30, 2000 was $4.2
million compared to an expense of $ 0.1 million for the six months ended June
30, 1999. Included in the former amount are the net proceeds of a trademark
settlement. (See Note 6 of the Notes to Consolidated Financial Statements).
Interest Expense Interest expense increased by $0.9 million as a result of
accrued interest related to the Tranche B term loan, which was entered into in
November, 1999, and higher average interest rates for the six months ended June
30, 2000 compared to the six months ended June 30, 1999 on outstanding balances
under a Revolving Credit Facility.
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Income Tax Provision (Benefit) The income tax provision was $0.1 million for
the six months ended June 30, 2000 compared to a benefit of $1.2 million for the
six months ended June 30, 1999 and primarily related to income taxes on state
and foreign earnings.
Net Loss The net loss available to common stockholders was $1.3 million for the
six months ended June 30, 2000 compared to a net loss of $4.1 million for the
six months ended June 30, 1999, or an improvement of $2.8 million attributable
to the factors discussed above.
Three Months Ended June 30, 2000 Compared with Three Months Ended June 30, 1999
Net Sales Net sales for the three months ended June 30, 2000 were $24.3 million
compared to $24.8 million for the six months ended June 30, 1999, a decrease of
$0.5 million or $2.1%. The decrease is primarily due to lower revenues in the
Company's Industrial Group product lines, primarily PCI, $0.8 million or 41.0%
to $1.1 million from $1.9 million, and in Europe, $0.6 million or 22.9% to $2.1
million from $2.7 million, reflecting the impact of the Company's strategic
decision to reduce these product offerings. This was partially offset by
higher revenues in the Company's Apparel Group reflecting increased demand for
jeans fasteners and hardware, $1.1 million or 7.5% to $15.4 million from $14.3
million.
Gross Profit Gross profit of $7.4 million increased by $0.7 million, or 11.2%
from the prior year level of $6.6 million. This increase is primarily
attributable to the increase in revenues in higher margin product lines
discussed above, as well as a result of the profit improvement plan which the
Company implemented in the third and fourth quarters of 1999.
Selling, General and Administrative Expenses ("SG&A") SG&A increased $0.9
million, or 22.3%, from $3.9 million to $4.7 million primarily due to one time
expenses and fees related to the profit improvement plan which the Company
implemented in the third and fourth quarters of 1999, partially offset by
savings associated with that plan. SG&A was 19.5% of sales for the three
months ended June 30, 2000 compared to 15.6% for the three months ended June 30,
1999.
Operating Income Operating income of $1.9 million was consistent with the prior
year level of $2.0 million, primarily reflecting the above noted improvements in
gross profit offset by increased SG&A.
Other Income Other income for the three months ended June 30, 2000 was $4.7
million compared to an expense of $ 0.2 million for the six months ended June
30, 1999. The former amount primarily reflects the net proceeds of a trademark
settlement. (see Note 6 of the Notes to the Consolidated Financial Statements).
Interest Expense Interest expense increased by $0.1 million primarily as a
result of accrued interest related to the Company's Tranche B term loan which
was entered into in November, 1999
Income Tax Provision (Benefit) The income tax provision was $0.1 million for
the three months ended June 30, 2000 compared to a benefit of $0.3 million for
the three months ended June 30, 1999.
Net Income (Loss) The net income available to common stockholders was $2.0
million for the three months ended June 30, 2000 compared to a net loss of $2.4
million for the three months ended June 30, 1999, or an improvement of $4.4
million attributable to the factors discussed above.
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Liquidity and Capital Resources
The Company has outstanding $100 million of 11.25% Senior Subordinated
Notes due 2007 (the "Notes") and a senior secured credit facility (the "Credit
Facility"), consisting of $28.0 million term loan and $25.0 million revolving
credit facility (the "Revolving Credit Facility").
In November 1999, the Company entered into an amendment to the Credit
Facility (the "Facility Amendment") which adjusted the Credit Facility's
financial covenants and provided an additional term loan of $10 million (the
"Tranche B Loan"). The Facility Amendment adjusted the Credit Facility's fixed
charge coverage ratio covenant, funded indebtedness to EBITDA ratio covenant and
adjusted the amortization schedule of the Term Loan. The new $10 million Tranche
B Loan was funded through lenders including owners of the Company. The new
Tranche B Loan bears interest at 17.5%, will mature in November 2004, and is
subject to the requirements and conditions set forth in the Facility Amendment
and Credit Facility. The Tranche B Loan does not require cash interest or
principal payments until final maturity. The Company borrowed $8 million under
the Tranche B Loan in November 1999 and used the proceeds to fund an interest
payment on its Notes and for other working capital purposes.
The Company's Tranche B Loan allows the Company to borrow up to $2 million
solely for the use of funding additional consideration pursuant to a management
consulting arrangement the Company entered into during 1999. Such borrowing is
subject to certain conditions precedent set forth in the Tranche B Loan and the
Credit Facility.
Historically, the Company derived its cash from funds generated by
operations and from third-party financings. As of June 30, 2000 and December 31,
1999, $12.3. million and $14.9 million of borrowings were outstanding under the
Revolving Credit Facility with $5.9 million of availability at June 30, 2000.
The Company's sources of funds may include income from operations and borrowings
under the Revolving Credit Facility. The Company's liquidity requirements
consist primarily of scheduled payments of principal and interest on its
indebtedness, working capital needs and capital expenditures. The Company
believes that its operating cash flow, together with borrowings under the Credit
Facility, will be sufficient to meet its operating expenses and capital
requirements, and its debt service requirements over the next twelve months and
beyond. The Credit Facility also contains restrictive financial covenants that
must be met on a quarterly basis, and there can be no assurances that the
Company will be able to remain in compliance with these covenants in subsequent
periods. However, in the event the Company requires additional capital during
such period, it will be required to secure new capital sources or expand its
bank credit facility. In such event, there can be no assurances that additional
capital will be available on terms acceptable to the Company.
Scheduled debt repayments under the Credit Facility and the Notes are $0.3
million in 2000, $3.0 million in 2001, $6.0 million in 2002, $31.1 million in
2003, $8.0 million in 2004 and $100.0 million (representing the Notes)
thereafter.
EBITDA
EBITDA is defined for purposes of this report as net income (loss) before
interest expense (including amortization of deferred financing costs), provision
(benefit) for income taxes, depreciation, amortization, restructuring and asset
impairment charge, non-recurring charges and management fees.
The Company has included information concerning EBITDA in this report
because it is used by certain investors as a measure of a company's ability to
service its debt. EBITDA is not required or
-10-
recognized as a measure of financial performance under generally accepted
accounting principles ("GAAP") in the U.S., and should not be considered an
alternative to net income determined in accordance with GAAP as an indicator of
operating performance or as an alternative to cash flow from operating
activities determined in accordance with GAAP as a measure of liquidity. The
Company's use of EBITDA may not be comparable to similarly titled measures used
by other companies due to their use of different financial statement components
in calculating EBITDA.
EBITDA increased $3.0 million, or 29.1% , from $10.1 million to $13.1
million for the six months ended June 30, 2000 compared to the six months ended
June, 1999, primarily as a result of increased sales of higher margined products
and lower costs as a result of the profit improvement plan which the Company
implemented in the third and fourth quarters of 1999.
Cash Flows
Net cash provided by the Company's operating activities was $4.2 million
for the first six months of 2000 compared to net cash used by the Company's
operating activities of $0.6 million for the six months of 1999, or an
improvement of $4.8 million, primarily reflecting the improvement in net income
for the six months ended June 30, 2000 compared to the six months ended June 30,
1999 of $4.2 million and net working capital improvements. The Company's cash
used in investing activities during the first six months of 2000 was $1.6
million for capital expenditures. Net cash used in financing activities was $2.1
million, which represents repayment of borrowings under the Revolving Credit
Facility.
The Indenture and the Credit Facility place significant restrictions on the
Company's ability to incur additional indebtedness, pay dividends or repurchase
stock or make other distributions, create liens, make certain investments, sell
assets, or enter into mergers or consolidations.
Year 2000 Compliance
As of the date of this report, the Company has not incurred any significant
operating difficulties related to the Year 2000 issue. The Company's Year 2000
efforts included implementing and testing new systems. The Company also
communicated with a significant portion of its major customers, vendors and
suppliers to determine the extent to which the Company may have been vulnerable
to those third parties' failure to remediate their own Year 2000 issues. This
process of addressing Year 2000 issues was essentially completed by September
1999.
Based on experience to date, the Company does not believe that any problems
resulting from the Year 2000 issue will have a material adverse effect on its
financial condition or results of operations. The costs incurred related to
systems implementation in 1999 and 1998 were not material to the Company's
results of operations, financial condition or cash flow.
-11-
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities and the Use of Proceeds
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
(a) 27.1 - Financial Data Schedule - Scovill Fasteners Inc.
27.2 - Financial Data Schedule - Scovill Holdings Inc.
(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, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Scovill Holdings Inc.
Scovill Fasteners Inc.
Date: August 12, 2000 /s/ John H. Champagne
------------------------
John H. Champagne,
President
Date: August 12, 2000 /s/ Vincent H. Catrini
--------=-------------------
Vincent H. Catrini,
Executive Vice President,
Chief Financial Officer and
Principal Accounting Officer
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