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UNITED STATES
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 quarter ended March 31, 2000
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or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission File Number: 0-24176
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Marisa Christina, Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 11-3216809
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8101 Tonnelle Avenue, North Bergen, New Jersey 07047-4601
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(Address of principal executive offices) (Zip Code)
(201)-758-9800
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
The number of shares outstanding of the Company's Common Stock on April
30, 2000 was 7,765,769.
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MARISA CHRISTINA, INCORPORATED AND SUBSIDIARIES
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets -- December 31, 1999
and March 31, 2000 (Unaudited) 2
Consolidated Statements of Operations and Comprehensive
Loss -- Three months ended March 31, 1999 and 2000 (Unaudited) 3
Consolidated Statement of Stockholders' Equity -- Three months
ended March 31, 2000 (Unaudited) 4
Consolidated Statements of Cash Flows -- Three months
ended March 31, 1999 and 2000 (Unaudited) 5
Notes to Consolidated Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
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PART I: FINANCIAL INFORMATION
ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS
MARISA CHRISTINA, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, MARCH 31,
ASSETS 1999 (1) 2000
----------------- -----------------
(UNAUDITED)
Current assets:
Cash and cash equivalents $ 346,006 $ 1,016,630
Accounts receivable, less allowance for doubtful
accounts of $253,264 in 1999 and $290,070 in 2000 8,624,566 12,231,857
Inventories 10,522,363 9,455,144
Income taxes recoverable 11,853 25,694
Prepaid expenses and other current assets 2,377,735 1,068,496
----------------- -----------------
Total current assets 21,882,523 23,797,821
Property and equipment, net 2,018,232 1,936,388
Goodwill, less accumulated amortization of $2,938,740 in
1999 and $3,081,551 in 2000 6,275,331 6,507,238
Other assets 355,614 595,355
----------------- -----------------
Total assets $ 30,531,700 $ 32,836,802
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Loans payable to bank $ 4,500,000 $ 7,050,000
Accounts payable 3,075,394 3,017,310
Accrued expenses and other current liabilities 1,072,339 1,361,561
----------------- -----------------
Total current liabilities 8,647,733 11,428,871
----------------- -----------------
Stockholders' equity:
Preferred stock, $.01 par value; 1,000,000 shares
authorized, none issued -- --
Common stock, $.01 par value; 15,000,000 shares authorized,
8,586,769 shares issued in 1999 and 2000 85,868 85,868
Additional paid-in capital 31,653,186 31,653,186
Accumulated other comprehensive loss (56,600) (56,600)
Accumulated deficit (6,166,052) (6,642,088)
Treasury stock, 821,000 common shares
in 1999 and 2000 at cost (3,632,435) (3,632,435)
----------------- -----------------
Total stockholders' equity 21,883,967 21,407,931
----------------- -----------------
Total liabilities and stockholders' equity $ 30,531,700 $ 32,836,802
================= =================
(1) Accounts were derived from the audited consolidated balance sheet as of
December 31, 1999
See accompanying notes to consolidated financial statements.
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MARISA CHRISTINA, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
THREE MONTHS ENDED MARCH 31, 1999 AND 2000
(UNAUDITED)
1999 2000
----------------- -----------------
Net sales $ 14,264,241 $ 17,557,075
Cost of goods sold 11,424,196 13,316,664
----------------- -----------------
Gross profit 2,840,045 4,240,411
Selling, general and administrative expenses 5,244,825 4,849,688
----------------- -----------------
Operating loss (2,404,780) (609,277)
Other income, net 422,678 20,572
Interest expense, net (197,888) (127,331)
----------------- -----------------
Loss before income tax benefit (2,179,990) (716,036)
Income tax benefit (730,000) (240,000)
----------------- -----------------
Net loss (1,449,990) (476,036)
Other comprehensive income, net of tax --
foreign currency translation adjustment 8,761 --
----------------- -----------------
Comprehensive loss $ (1,441,229) $ (476,036)
================= =================
Basic and diluted net loss per common share $ (0.19) $ (0.06)
================= =================
See accompanying notes to consolidated financial statements.
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MARISA CHRISTINA, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
ACCUMULATED
COMMON STOCK ADDITIONAL OTHER
-------------------------------- PAID-IN COMPREHENSIVE
SHARES AMOUNT CAPITAL LOSS
--------------- ------------- ----------------- -------------
Balance at December 31, 1999 8,586,769 $ 85,868 $ 31,653,186 $ (56,600)
Net loss -- -- -- --
Other comprehensive income -- -- -- --
--------------- ------------- ----------------- -------------
Balance at March 31, 2000 8,586,769 $ 85,868 $ 31,653,186 $ (56,600)
=============== ============= ================= =============
ACCUMULATED TREASURY
DEFICIT STOCK TOTAL
------------------- ------------------ -----------------
Balance at December 31, 1999 $ (6,166,052) (3,632,435) $ 21,883,967
Net loss (476,036) -- (476,036)
Other comprehensive income -- -- --
------------------- ------------------ -----------------
Balance at March 31, 2000 $ (6,642,088) (3,632,435) $ 21,407,931
=================== ================== =================
See accompanying notes to consolidated financial statements.
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MARISA CHRISTINA, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1999 AND 2000
(UNAUDITED)
1999 2000
----------------- -----------------
Cash flows from operating activities:
Net loss $ (1,449,990) $ (476,036)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 362,903 257,957
Write off of property and equipment 3,862 --
Deferred tax benefit (777,353) (240,000)
Changes in assets and liabilities:
Accounts receivable (873,262) (3,607,291)
Inventories 681,585 1,067,219
Prepaid expenses and other current assets 183,405 657,670
Other assets (20,635) 259
Income taxes recoverable -- (13,841)
Accounts payable (626,100) (58,084)
Accrued expenses and other current liabilities (118,214) 289,222
----------------- -----------------
Net cash used in operating activities (2,633,799) (2,122,925)
----------------- -----------------
Cash flows from investing activities:
Acquisitions of property and equipment (127,561) (33,302)
Proceeds from sale of Adrienne Vittadini -- 651,569
Other -- (374,718)
----------------- -----------------
Net cash used in (provided by) investing activities (127,561) 243,549
----------------- -----------------
Net cash provided by financing activities
borrowings under line of credit facilities, net 2,550,000 2,550,000
----------------- -----------------
Net increase (decrease) in cash and cash equivalents (211,360) 670,624
Cash and cash equivalents at beginning of period 981,329 346,006
----------------- -----------------
Cash and cash equivalents at end of period $ 769,969 $ 1,016,630
================= =================
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MARISA CHRISTINA, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
THREE MONTHS ENDED MARCH 31, 1999 AND 2000
(UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of Marisa Christina, Incorporated and its wholly owned
subsidiaries (the "Company"). Significant intercompany accounts and
transactions are eliminated in consolidation.
The unaudited consolidated financial statements do not include all
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles. For further information, such as the significant accounting
policies followed by the Company, refer to the notes to the Company's
audited consolidated financial statements, included in its annual report
on Form 10-K for the year ended December 31, 1999.
In the opinion of management, the unaudited consolidated financial
statements include all necessary adjustments (consisting of normal,
recurring accruals) for a fair presentation of the financial position,
results of operations and cash flows for the interim periods presented.
The results of operations for the three months ended March 31, 1999 and
2000 are not necessarily indicative of the operating results to be
expected for a full year.
(2) DISPOSITION OF THE ADRIENNE VITTADINI DIVISION
On September 2, 1999, the Company completed the sale of substantially all
the assets, properties and rights of its Adrienne Vittadini Division
("AVE") to de V & P, Inc. for $9.77 million in cash and the assumption of
certain liabilities of AVE. Cash proceeds received at closing of $8.1
million, net of transaction and related costs, were used by the Company
to pay down borrowings under its bank credit facility. A post-closing
adjustment of approximately $920.0 thousand was also included in the sale
price, for which approximately $650.0 thousand was reflected in prepaids
and other current assets at December 31, 1999 and subsequently collected
in 2000. The Company recognized a pre-tax gain of approximately $646.0
thousand on the sale.
Pro forma consolidated net sales, net loss and diluted loss per common
share for the three months ended March 31, 1999, assuming the disposition
had occurred on January 1, 1999, are as follows in thousands, except for
per common share amount:
Net sales $ 11,631
Net loss (614)
Diluted loss per common share (0.08)
==========
(3) INVENTORIES
Inventories at December 31, 1999 and March 31, 2000 consist of the
following:
1999 2000
---------------- ----------------
Piece goods $ 2,268,287 $ 1,811,272
Work in process 1,353,743 1,625,615
Finished goods 6,900,333 6,018,257
---------------- ----------------
$ 10,522,363 $ 9,455,144
================ ================
(Continued)
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MARISA CHRISTINA, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
THREE MONTHS ENDED MARCH 31, 1999 AND 2000
(UNAUDITED)
(4) LOANS PAYABLE TO BANKS
The Company has a $10.0 million line of credit facility with a bank,
which may be utilized for commercial letters of credit, banker's
acceptances, commercial loans and letters of indemnity. Borrowings under
the facility are secured by certain of the Company's assets, primarily
inventory and accounts receivable, and bear interest at the bank's prime
rate plus 1.0%. The arrangement expires on June 30, 2000. The Company
expects to have sufficient bank financing to meet its working capital
needs throughout 2000.
As of March 31, 2000, $7.1 million of borrowings, bearing interest at
9.5% and $.45 million of commercial letters of credit were outstanding
under the credit facility. Available borrowings at March 31, 2000 were
$2.45 million.
(5) NET LOSS PER COMMON SHARE
Basic and diluted net loss per common share is based on the weighted
average number of common shares outstanding which was 7,765,769 for the
three months ended March 31, 1999 and 2000. The effect of stock options
outstanding during the three months ended March 31, 1999 and 2000 was not
included in the computation of diluted loss per common share because the
effect would have been antidilutive.
(6) SEGMENT REPORTING
The divisions of the Company include: Marisa Christina (MC), Flapdoodles
and Adrienne Vittadini (AVE), prior to its disposition in September 1999,
for which a summary of each follows:
- MC designs, manufactures and distributes "better" women's
knitwear.
- Flapdoodles designs, manufactures and distributes
children's clothing. Flapdoodles also maintains licensees
for footwear and sleepwear.
- AVE designed and distributed sportswear for women and
maintained licensees for scarves, swimwear, eyewear, shoes,
cosmetics, travel bags and luggage.
(Continued)
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MARISA CHRISTINA, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
THREE MONTHS ENDED MARCH 31, 1999 AND 2000
(UNAUDITED)
The Company evaluates performance based on stand-alone division earnings
(loss) before income taxes. The following information is provided in
thousands:
MC AVE FLAPDOODLES ELIMINATION CONSOLIDATION
-------------- ------------- ----------------- ----------------- -----------------
As of and for the three months
ended March 31, 1999
Net sales $ 6,568 2,633 5,063 -- 14,264
Operating loss (553) (1,452) (400) -- (2,405)
Earnings (loss) before taxes (665) (2,052) (694) 1,231 (2,180)
Total assets $ 16,586 9,601 17,183 1,414 44,784
As of and for the three months
ended March 31, 2000
Net sales $ 10,503 -- 7,054 -- 17,557
Operating loss (192) -- (417) -- (609)
Earnings (loss) before taxes (300) -- (798) 382 (716)
Total assets $ 21,260 -- 18,549 (6,972) 32,837
Elimination consists of intercompany interest charges and intercompany
accounts.
(7) LEGAL PROCEEDINGS
The Company is involved, from time to time, in litigation and proceedings
arising out of the ordinary course of business. There are no pending
material legal proceedings or environmental investigations to which the
Company is a party or to which the property of the Company is subject.
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Overview
In order to reverse the trend of declining sales and profits the Company
undertook a number of initiatives over the past three years to reduce overhead,
replace certain sales and marketing personnel and exit unprofitable product
lines. Results for the first quarter of 2000, while still not profitable, were
improved over those for the first quarter of 1999. In the first quarter of 2000,
the Marisa Christina Division (MC) showed improvements over the first quarter of
1999 in net sales and operating earnings while Flapdoodles was impacted by a
lower gross profit percentage.
On September 2, 1999, the Company completed the sale of substantially all of the
assets, properties and rights of AVE to de V & P, Inc. for $9.77 million in cash
and the assumption of certain liabilities of AVE. Cash proceeds received at
closing of $8.1 million net of transaction and related costs were used by the
Company to pay down borrowings under its bank credit facility. A post-closing
adjustment of approximately $920.0 thousand was also included in the sale price,
for which approximately $650.0 thousand was reflected in prepaid and other
current assets at December 31, 1999 and subsequently collected in 2000. The
Company recognized a pre-tax gain of approximately $646.0 thousand on the sale.
Management believes that the Company's prospects for profitability are better in
2000 due to the improving results of MC and the disposition of AVE. In addition,
management is taking steps to improve margins and reduce operating costs at
Flapdoodles in order to position this division to return to profitability.
Failure to achieve profitability could negatively impact the recoverability of
the carrying value of assets, including goodwill.
The following table sets forth information with respect to the percentage
relationship to net sales of certain items in the consolidated statements of
operations of the Company for the three months ended March 31, 1999 and 2000.
1999 2000
----------- ------------
Net sales 100.0% 100.0%
----------- ------------
Gross profit 19.9 24.1
Selling, general and administrative expenses 36.8 27.6
----------- ------------
Operating loss (16.9) (3.5)
Other income, net 3.0 0.1
Interest expense, net (1.4) (0.7)
Income tax benefit 5.1 1.4
----------- ------------
Net loss (10.2%) (2.7%)
=========== ============
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THREE MONTHS ENDED MARCH 31, 1999 COMPARED WITH THREE MONTHS ENDED MARCH 31,
2000
Net sales. Net sales increased 23.1% from $14.3 million in 1999, to $17.6
million in 2000. Higher sales were achieved at MC and Flapdoodles. Net sales of
MC increased 59.1% from $6.6 million in 1999 to $10.5 million in 2000. During
the quarter, MC introduced a new line which contributed about one-half of the
MC sales increase. Net sales of Flapdoodles increased 39.2% from $5.1 million
in 1999 to $7.1 million in 2000. Net sales of AVE were $2.6 million in 1999.
Excluding net sales of AVE, net sales increased 50.4% from the first quarter of
1999 to the first quarter of 2000.
MC's and Flapdoodles' sales improved due to new customers and increased
distribution.
Gross profit. Gross profit increased 50.0% from $2.8 million in the first
quarter of 1999, to $4.2 million in the first quarter of 2000, primarily as a
result of higher sales. As a percentage of net sales, gross profit increased
from 19.9% in the first quarter of 1999 to 24.2% in the first quarter of 2000.
Gross profit was positively impacted by the fact that certain fixed costs
associated with design and production represented a lower percentage of net
sales.
Selling, general and administrative expenses. Selling, general and
administrative expenses (SG&A) decreased 7.5%, from $5.2 million in 1999 to $4.8
million in 2000. As a percentage of net sales of the Company, SG&A expenses
decreased from 36.8% in 1999 to 27.6% in 2000. The decrease in dollar amount is
attributable to the disposition of AVE offset by higher variable expense at MC
related to the higher sales volume. SG&A of MC was $2.0 million in 1999 and $2.8
million in 2000. SG&A of Flapdoodles was $1.9 million in 1999 and $2.0 million
in 2000.
Other income, net. Other income, net which consists of royalty and licensing
income, decreased 95.1% from $423 thousand in the first quarter of 1999 to $21
thousand in the first quarter of 2000. The decrease is attributed to the decline
in licensing income as a result of the sale of AVE, which contributed $383
thousand of licensing income in 1999.
Interest expense, net. Interest expense, net decreased from $198 thousand in the
first quarter of 1999 to $127 thousand in the first quarter of 2000, principally
as the result of lower average outstanding borrowings.
Income tax benefit. Income tax benefit decreased from $730 thousand in the first
quarter of 1999 to $240 thousand in the first quarter of 2000 as the result of
the decrease in loss before income taxes. The Company's effective income tax
rates for the three months ended March 31, 1999 and 2000 were 33.5% for both
periods.
Net loss. Net loss decreased from $1.4 million in 1999 to $476 thousand in 2000,
principally as a result of higher net sales, gross margins and the sale of AVE.
SEASONALITY
The Company's business is seasonal, with a substantial portion of its revenues
and earnings occurring during the second half of the year as a result of the
Back-to-School, Fall and Holiday selling seasons. This is due to both a larger
volume of unit sales in these seasons and traditionally higher prices for Fall
and Holiday season garments, which generally require more costly materials than
the Spring/Summer and Resort seasons. Merchandise from the Back-to-School and
Fall collections, the Company's largest selling seasons and Holiday, the
Company's next largest season, is shipped in the last two fiscal quarters.
Merchandise for Resort, Spring/Summer and Early Fall, the Company's lower volume
seasons, is shipped primarily in the first two quarters. In addition, prices of
products in the Resorts, Spring/Summer and Early Fall collections average 5% to
10% lower than in other selling seasons.
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LIQUIDITY AND CAPITAL RESOURCES
The Company has a $10.0 million line of credit facility with a bank, which may
be utilized for commercial letters of credit, banker's acceptances, commercial
loans and letters of indemnity. Borrowings under the facility are secured by
certain of the Company's assets and bear interest at the bank's prime rate plus
1.0%. The arrangement expires on June 30, 2000. As of March 31, 2000, $7.1
million of borrowings, bearing interest at 9.5% and $.45 million of commercial
letters of credit were outstanding under the credit facility. Available
borrowings at March 31, 2000 were $2.45 million. The Company expects to have
sufficient bank financing to meet its working capital needs throughout 2000.
During the first quarter of 2000, the Company had capital expenditures of
approximately $33 thousand, primarily to upgrade computer systems. Capital
expenditures for the remainder of 2000 are expected to be $317 thousand. These
capital expenditures will be funded by internally generated funds and, if
necessary, bank borrowings under the Company's line of credit facility. During
the first quarter of 2000, the Company also acquired the name of a small ladies
apparel company for approximately $375,000, including transaction costs.
The Company believes that funds generated by operations, if any, and the
expected renegotiated line of credit facility will provide financial resources
sufficient to meet all of its working capital and letter of credit requirements
for at least the next twelve months.
EXCHANGE RATES
Although it is Company policy to contract for the purchase of imported
merchandise in United States dollars, reductions in the value of the dollar
could result in the Company paying higher prices for its products. During the
last three fiscal years, however, currency fluctuations have not had an impact
on the Company's cost of merchandise. The Company does not engage in hedging
activities with respect to such exchange rate risk.
IMPACT OF INFLATION
The Company has historically been able to adjust prices, and, therefore,
inflation has not had, nor is it expected to have, a significant effect on the
operations of the Company.
CHANGES IN ACCOUNTING PRINCIPLES
During 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Instruments and Hedging Activity. SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and for hedging activities and
requires that an entity recognize all derivatives as either assets or
liabilities in the balance sheet and measure those instruments at fair value.
The Company expects to adopt SFAS No. 133, in accordance with the pronouncement,
and currently does not believe the impact, if any, during 2001 will be material
on its consolidated financial statements.
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ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's major market risk exposure is to changing interest rates. However,
interest expense has not been and is not expected to be a material operating
expense of the Company. The Company has implemented management monitoring
processes designed to minimize the impact of sudden and sustained changes in
interest rates. As of March 31, 2000, the Company's floating rate debt is based
on prime rate. The fair market value of the Company's bank debt approximates its
book value. If the Company's interest rates changed by 100 basis points during
the three months ended March 31, 2000, interest expense would have changed by
approximately $13 thousand.
Currently, the Company does not use foreign currency forward contracts or
commodity contracts and does not have any material foreign currency exposure.
All purchases from foreign contractors are made in US dollars and the Company's
investment in its foreign subsidiary was $140.0 thousand at March 31, 2000.
FORWARD-LOOKING INFORMATION
Except for historical information contained herein, the statements in this form
are forward-looking statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and uncertainties
that may cause the Company's actual results in future periods to differ
materially from forecasted results. Those risks include, among others, risks
associated with the success of future advertising and marketing programs, the
receipt and timing of future customer orders, maintaining sufficient working
capital financing, price pressures and other competitive factors and a softening
of retailer or consumer acceptance of the Company's products leading to a
decrease in anticipated revenues and gross profit margins. Those and other risks
are described in the Company's filings with the Securities and Exchange
Commission (SEC), copies of which are available from the SEC or may be obtained
upon request from the Company.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings required to be disclosed in response to Item 103
of Regulation S-K.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Reports on Form 8-K -- no reports on Form 8-K were filed by the Company during
the quarter ended March 31, 2000.
Exhibit 27.1 -- Financial Data Schedule.
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SIGNATURE
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.
Date: May 14, 2000 /s/ S. E. Melvin Hecht
-------------------- --------------------------------------
S. E. Melvin Hecht
Vice Chairman, Chief Financial Officer
and Treasurer
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SIGNATURE
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.
Date: May 14, 2000 /s/ S. E. Melvin Hecht
----------------- --------------------------------
S. E. Melvin Hecht
Vice Chairman, Chief Financial Officer
and Treasurer
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