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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For Quarter Ended September 30, 1997
or
( ) Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
GLASSTECH, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-34391 13-3440225
- -------- --------- ----------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation or Identification No.)
organization)
Ampoint Industrial Park, 995 Fourth Street, Perrysburg, Ohio 43551
(Address of principal executive offices) (Zip Code)
419-661-9500
(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 _____ No __x___
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.
Common Stock, $.01 par value - 1,000 shares at November 12, 1997.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The condensed consolidated financial statements presented herein are unaudited
but, in the opinion of management, reflect all adjustments necessary to present
fairly such information for the periods and at the dates indicated. Since the
following condensed unaudited financial statements have been prepared in
accordance with Article 10 of Regulation S-X, they do not contain all
information and footnotes normally contained in annual consolidated financial
statements. Accordingly they should be read in conjunction with the Consolidated
Financial Statements and notes thereto appearing in Amendment No. 2 to the
Company's Registration Statement on Form S-4 as filed with the Securities and
Exchange Commission on October 29, 1997. The interim results of operations are
not necessarily indicative of results for the entire year.
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GLASSTECH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
SUCCESSOR PREDECESSOR
COMPANY COMPANY
------- --------
SEPTEMBER 30, JUNE 30,
1997 1997
------------- -----------
(UNAUDITED)
(SEE NOTE 1)
ASSETS
Current assets:
Cash and cash equivalents $ 10,273 $ 51,805
Restricted cash -- 1,529
Accounts receivable:
Contracts:
Uncompleted, including unbilled amounts of $1,569
($2,188 at June 30, 1997) 3,950 3,652
Completed, less allowance of $101 for doubtful
accounts 1,777 1,676
Trade, less allowance of $40 for doubtful accounts 1,965 1,530
--------- ---------
7,692 6,858
Inventory 3,561 4,265
Prepaid expenses 467 481
--------- ---------
Total current assets 21,993 64,938
Property, plant and equipment, net 8,001 8,390
Other assets:
Patents, less accumulated amortization of $432
($4,317 at June 30, 1997) 17,851 18,283
Goodwill, less accumulated amortization of $658 51,456 --
Reorganization value in excess of amounts allocable to
identifiable assets, less accumulated amortization
of $1,599 at June 30, 1997 -- 7,583
Deferred financing costs and other 4,890 170
--------- ---------
Total other assets 74,197 26,036
--------- ---------
$ 104,191 $ 99,364
========= =========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 2,379 $ 3,413
Billings in excess of costs and estimated earnings on
uncompleted contracts 11,422 10,720
Accrued liabilities 8,862 11,287
--------- ---------
Total current liabilities 22,663 25,420
Long-term debt 69,277 42,000
Nonpension postretirement benefit obligation 411 2,712
Shareholder's equity:
Common stock $.01 par value; 1,000 shares authorized and
issued (10,000,000 shares authorized and 1,004,119
issued at June 30, 1997) -- 10
Additional capital 15,750 20,377
Retained earnings 118 8,845
--------- ---------
15,868 29,232
Shareholder's basis reduction (4,028) --
--------- ---------
Net shareholder's equity 11,840 29,232
--------- ---------
$ 104,191 $ 99,364
========= =========
See accompanying notes
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GLASSTECH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS)
(UNAUDITED)
SUCCESSOR PREDECESSOR
COMPANY COMPANY
--------------- ------------
PERIOD FROM THREE MONTHS
JULY 2, 1997 TO ENDED
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
--------------- ------------
(SEE NOTE 1)
Net revenue $ 16,362 $ 20,954
Cost of goods sold 8,539 12,324
-------- --------
Gross profit 7,823 8,630
Selling, general and administrative expenses 2,758 3,008
Research and development expenses 1,006 988
Amortization expense 1,090 602
-------- --------
Operating profit 2,969 4,032
Interest expense (2,414) (1,050)
Other income, net 84 555
-------- --------
Income before income taxes 639 3,537
Income taxes not payable in cash (521) (1,270)
-------- --------
Net income $ 118 $ 2,267
======== ========
See accompanying notes.
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GLASSTECH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
SUCCESSOR PREDECESSOR
COMPANY COMPANY
------- -------
PERIOD FROM THREE MONTHS
JULY 2, 1997 TO ENDED
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
------------- ------------
(SEE NOTE 1)
OPERATING ACTIVITIES:
Net income $ 118 $ 2,267
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,659 1,012
Income taxes not payable in cash 521 1,270
Nonpension postretirement benefit obligation cost in
excess of payments 20 90
Accretion of debt discount 27 --
Other -- 2
Changes in assets and liabilities affecting operations:
Restricted cash 1,529 (149)
Accounts receivable (563) (1,170)
Inventory 944 (890)
Prepaid expenses (31) (153)
Accounts payable (1,308) 920
Billings in excess of costs and estimated earnings
on uncompleted contracts 530 (2,007)
Accrued liabilities 1,562 (1,869)
-------- --------
Net cash provided by (used in) operating activities 5,008 (677)
INVESTING ACTIVITIES:
Net assets purchased (74,828) --
Increase in long-term notes receivables (656) --
Additions to property, plant and equipment (24) (126)
Other (7) 5
-------- --------
Net cash used in investing activities (75,515) (121)
FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt and related
warrants 70,000 --
Proceeds from issuance of stock 15,000 --
Deferred financing costs (4,220) --
-------- --------
Net cash provided by financing activities 80,780 --
-------- --------
Increase (decrease) in cash and cash equivalents 10,273 (798)
Cash and cash equivalents at beginning of period -- 43,815
-------- --------
Cash and cash equivalents at end of period $ 10,273 $ 43,017
======== ========
Supplemental disclosure of cash information:
Cash paid (received) during the period for the following:
Interest $ -- $ 2,100
======== ========
Income taxes $ (272) $ --
======== ========
See accompanying notes.
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GLASSTECH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
(DOLLARS IN THOUSANDS)
SHAREHOLDER'S
COMMON STOCK ADDITIONAL RETAINED BASIS
SHARES AMOUNT CAPITAL EARNINGS REDUCTION TOTAL
------ ------ ------- -------- --------- -----
(SEE NOTE 1)
PREDECESSOR COMPANY
Balance, June 30, 1996 1,000 $ 10 $20,295 $ 2,347 $ -- $22,652
Net income 6,498 6,498
Sale of common stock 4 -- 82 82
------- ------- ------- ------- -------- -------
Balance, June 30, 1997 (audited) 1,004 $ 10 $20,377 $ 8,845 $ -- $29,232
======= ======= ======= ======= ======== =======
SUCCESSOR COMPANY
Issuance of common stock 1 -- 15,750 15,750
Shareholder's basis reduction (4,028) (4,028)
Net income 118 118
------- ------- ------- -------- ------- -------
Balance, September 30, 1997 (unaudited) 1 $ -- $15,750 $ 118 $ (4,028) $11,840
======= ======= ======= ======= ======== =======
See accompanying notes.
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GLASSTECH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
Effective July 2, 1997, Glasstech, Inc. (the "Company") was acquired by
Glasstech Holding Co. ("Holding") (the "Transaction"). In connection
with the Transaction, Holding, a holding company formed for the purpose
of completing the Transaction, acquired all of the outstanding stock of
the Company through a merger of a wholly-owned subsidiary into the
Company. The acquisition was accounted for under the purchase method of
accounting for financial reporting purposes and an initial allocation
of the purchase price to the underlying net assets acquired has been
made. The Transaction resulted in the Company having substantial
goodwill, increased debt and a significant reduction in cash.
As a result of the Transaction, the financial position and results of
operations of the Company subsequent to the Transaction are not
necessarily comparable to the amounts prior to the Transaction. In the
accompanying condensed consolidated financial statements, the Company's
financial position and results of operations prior to the Transaction
are indicated as relating to the "Predecessor Company" while the
financial position and results of operations subsequent to the
Transaction are indicated as relating to the "Successor Company."
In connection with accounting for the Transaction, the Company applied
the provisions of Emerging Issues Task Force Issue 88-16 (EITF 88-16),
whereby the carryover equity interests of certain shareholders from the
Predecessor Company to the Successor Company were recorded at their
predecessor basis. As a result, shareholder's equity of the Successor
Company has been reduced by $4.028 million with a corresponding
reduction to the assigned values of the net assets acquired.
The condensed consolidated balance sheet at June 30, 1997 has been
derived from the audited consolidated financial statements at that date
but does not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements.
2. Notes Payable and Long-Term Debt
In connection with the Transaction, the Company issued $70 million of
12 3/4% Senior Notes due 2004 (the "Senior Notes"). In connection with
the issuance of the Senior Notes, the Company issued warrants to the
purchasers of the Senior Notes for the purchase of approximately 877
shares of common stock of Holding. Interest on the Senior Notes is
payable semi-annually on each January 1 and July 1 beginning January 1,
1998. The terms of the Senior Notes do not require any scheduled
principal payments prior to maturity.
The Company also entered into a $10 million Revolving Credit Facility
in connection with the Transaction. Subject to certain conditions, the
Revolving Credit Facility provides for an initial borrowing
availability of $8 million. The Revolving Credit Facility expires on
June 30, 2007, and provides for interest on outstanding borrowings at
the LIBOR rate payable semi-annually. At September 30, 1997, the
Company had no outstanding borrowings under the Revolving Credit
Facility.
The terms of both the Senior Notes and Revolving Credit Facility
provide for various restrictive covenants including the maintenance of
certain financial ratios and tests and the restriction of certain
payments and business activities. At September 30, 1997, the Company
was in compliance with all material covenants in the Revolving Credit
Facility and the Senior Notes.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following table sets forth the amounts and the percentage of total net
revenue of certain revenue and expense items for the periods indicated (dollars
in thousands).
SUCCESSOR PREDECESSOR
COMPANY COMPANY
------- -------
PERIOD FROM THREE MONTHS ENDED
JULY 2, 1997 TO SEPTEMBER 30, SEPTEMBER 30,
1997 1996
----------------------------- ---------------------------
Net Revenue
Original Equipment $10,180 62.2% $13,513 64.5%
Aftermarket 6,182 37.8 7,441 35.5
------- ------- ------- -------
Total Net Revenue 16,362 100.0 20,954 100.0
Cost of Goods Sold 8,539 52.2 12,324 58.8
------- ------- ------- -------
Gross Profit 7,823 47.8 8,630 41.2
Selling, general & administrative 2,758 16.9 3,008 14.4
Research & development expenses 1,006 6.1 988 4.7
Amortization expense 1,090 6.7 602 2.9
------- ------- ------- -------
Operating profit $ 2,969 18.1% $ 4,032 19.2%
======= ======= ======= =======
EBITDA $ 4,471 27.3% $ 5,044 24.1%
======= ======= ======= =======
RESULTS OF OPERATIONS
PERIOD FROM JULY 2, 1997 TO SEPTEMBER 30, 1997 COMPARED WITH THE THREE MONTHS
ENDED SEPTEMBER 30, 1996
Net revenue for the period ended September 30, 1997 decreased $4,592 or 21.9%,
to $16,362 from $20,954 for the three months ended September 30, 1996. Original
Equipment revenue decreased $3,333 or 24.7% to $10,180 for the period ended
September 30, 1997 compared to $13,513 for the three months ended September 30,
1996, resulting primarily from a decrease in automotive Original Equipment
revenue. Automotive Original Equipment revenue for the three months ended
September 30, 1996 was unusually high because the manufacture of several units
for export to China were accelerated to meet customer imposed importation
deadlines of December 31, 1996. Aftermarket revenue decreased $1,259, or 16.9%,
to $6,182 for the period ended September 30, 1997 from $7,441 for the three
months ended September 30, 1996 due primarily to a reduction in retrofit
revenue. Generally, retrofit revenue fluctuates based on customer demands and is
influenced by a variety of factors, including economic conditions and the
customers' retrofit schedules.
A significant portion of the Company's net revenue is generated from customers
outside the United States. For the period ended September 30, 1997, Original
Equipment revenue from foreign customers was $7,965 (78.2% of total Original
Equipment revenue) as compared to $11,388 (84.3% of total Original Equipment
revenue) for the three months ended September 30, 1996. The percentage of
Aftermarket revenue from foreign customers decreased to 53.9% of total
Aftermarket revenue for the period ended September 30, 1997 compared to of 69.6%
for the three months ended September 30, 1996. The portion of the Company's
net revenue generated from customers outside the United States can fluctuate
from time to time depending on location of contract signings.
Although gross profit declined by $807 for the period ended September 30, 1997
as compared to the three months ended September 30, 1996, gross margin increased
from 41.2% to 47.8% as a result of a more favorable product mix for the period
ended September 30, 1997. Given the inherent uncertainty in the timing of
receipt of orders by the
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Company, the gross margin for the period ended September 30, 1997 may not be
indicative of what the gross margin will be for the remainder of the year.
Selling, general and administrative expenses decreased $250, or 8.3%, to $2,758
for the period ended September 30, 1997 from $3,008 for the three months ended
September 30, 1996. The decrease is primarily the result of decreases in
professional fees and directors' fees and expenses.
Research and development expenses were $1,006 for the period ended September 30,
1997 and $988 for the three months ended September 30, 1996.
Amortization expense increased $488, or 81.1%, to $1,090 for the period ended
September 30, 1997 from $602 for the three months ended September 30, 1996. The
increase in amortization expense resulted from the amortization of goodwill
arising from the Transaction.
Operating profit decreased $1,063, or 26.4%, to $2,969 for the period ended
September 30, 1997 from $4,032 for the three months ended September 30, 1996.
The decrease in operating profit was the result of a decrease in net revenue and
gross profit and an increase in amortization expense.
Interest expense increased $1,364 to $2,414 for the period ended September 30,
1997 from $1,050 for the three months ended September 30, 1996 as a result of
the increased debt and a higher interest rate beginning July 2, 1997. Other
income, net, which is comprised primarily of interest income, decreased $471 to
$84 for the period ended September 30, 1997 from $555 for the three months ended
September 30, 1996 due to reduced cash balances subsequent to July 2, 1997.
The Company's effective tax rate for the period ended September 30, 1997 and the
three months ended September 30, 1996 was 81.5% and 35.9%, respectively. These
amounts differ from the Company's statutory tax rate due to the effects of
certain amounts not deductible for income tax purposes, consisting primarily of
goodwill amortization. As a result of the Transaction, amortization expense
related to goodwill has increased significantly, resulting in the increased
effective tax rate in the current period. However, due to the Company's current
tax position, including available net operating loss carryforwards, income taxes
currently payable in cash will not be significant.
Net income decreased $2,149 to $118 for the period ended September 30, 1997
compared to $2,267 for the three months ended September 30, 1996. This decrease
was due to decreased operating profit and increased interest expense.
EBITDA, which is defined as operating profit plus depreciation and amortization,
decreased $573, or 11.4%, to $4,471 for the period ended September 30, 1997 from
$5,044 for the three months ended September 30, 1996. The decrease in EBITDA was
the result of a decrease in net revenue and gross profit.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity and capital resources were significantly impacted by the
Transaction. The Company's primary sources of liquidity are funds provided by
operations and amounts available under its Revolving Credit Facility. The Senior
Notes do not require any principal payments prior to maturity. The Revolving
Credit Facility will be used to fund working capital requirements as needed and
to secure standby letters of credit, which totaled $766 at September 30, 1997.
At September 30, 1997, the Company was in compliance with all material covenants
in the Revolving Credit Facility and the Senior Notes.
Net cash provided by operating activities can vary significantly from quarter to
quarter or year to year due to the number of new system signings, the amount and
timing of new system payments, and revenue recognition on these systems. In most
instances, progress payments on new system orders are invoiced or received in
advance
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of revenue recognition. When progress payments are invoiced or received in
advance of such revenue recognition, the Company increases current liabilities
represented by its billings in excess of costs and estimated earnings on
uncompleted contracts. When the revenue is earned, the Company recognizes the
revenue and reduces the billings in excess of costs and estimated earnings on
uncompleted contract balances. Due to the timing of receipt of cash progress
payments and the revenue recognized on previous system signings and the release
of $1,529 of cash previously used to collateralize standby letters of credit,
net cash provided by operating activities for the three months ended September
30, 1997 was $5,008, whereas for the three months ended September 30, 1996, net
cash used in operating activities was $677. The reduced level of net cash
provided by operating activities for the period ended September 30, 1996 was
principally the result of the significant number of new system progress payments
received in the quarter ending June 30, 1996.
The Company has a backlog (on a percentage of completion basis) at September 30,
1997 of approximately $30,832 as compared to $30,307 at June 30, 1997. The
Company expects to complete this backlog within the next twelve months.
Capital expenditures, including demonstration furnaces classified as fixed
assets, were $24 for the period ended September 30, 1997 compared to $126 for
the three months ended September 30, 1996. Future capital expenditures,
excluding demonstration furnaces, used to replace or improve operating equipment
and facilities are estimated to approximate $1,500 per year. In addition, the
Company intends to make periodic replacements and improvements on demonstration
furnaces which are used for customer demonstrations and research and development
purposes. Demonstration furnaces, which outlive their usefulness for customer
demonstrations or research and development purposes, or both, may be refurbished
and sold or put to other applicable uses.
As of June 30, 1997, the Company had net operating loss ("NOL") carryforwards
for regular and alternative minimum tax purposes of approximately $21,045 and
$17,517, respectively, which expire in the years 2009 and 2011. These NOL's are
subject to annual usage limitations.
Although the Company's ability to generate cash will be affected by the
Transaction, management believes that internally generated funds, together with
amounts available under the Revolving Credit Facility, will be sufficient to
satisfy the Company's operating cash requirements, capital expenditure
requirements and make required payments under the Revolving Credit Facility and
scheduled interest payments on the Senior Notes. However, the ability of the
Company to satisfy its obligations will ultimately be dependent upon the
Company's future financial and operating performance and upon its ability to
renew or refinance borrowings or to raise additional equity capital as
necessary. The Company's business is subject to rapid fluctuations due to
changes in the world markets for the end products produced by its equipment
(largely in the cyclical markets of automobiles and construction), currency
fluctuations, geopolitical events and other macroeconomic forces largely beyond
the ability of the Company to predict or control. Management is not currently
aware of any trends, demands, commitments or uncertainties which will or which
are reasonably likely to result in a material change in the Company's liquidity.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is subject to legal proceedings and claims that arise in
the ordinary course of business. In the opinion of management, the
amount of any ultimate liability with respect to these actions will not
materially affect the financial statements of the Company.
ITEM 5. OTHER INFORMATION
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOUR" OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
Certain statements in the Management's Discussion and Analysis of
Financial Condition and Results of Operations and the Financial
Statements included in this Quarterly Report on Form 10-Q, in the
Company's press releases and in oral statements made by or with the
approval of an authorized executive officer of the Company constitute
"forward-looking statements" as that term is defined under the Private
Securities Litigation Reform Act of 1995. These may include statements
projecting, forecasting or estimating Company performance and industry
trends. The achievement of the projections, forecasts or estimates is
subject to certain risks and uncertainties. Actual results and events
may differ materially from those projected, forecasted or estimated.
The applicable risks and uncertainties include general economic and
industry conditions that affect all businesses, as well as matters that
are specific to the Company and the markets it serves.
General risks that may impact the achievement of such forecasts include
compliance with new laws and regulations; significant raw material
price fluctuations; currency exchange rate fluctuations; business
cycles; and political uncertainties. Specific risks to the Company
include risk of recession in the economies in which its products are
sold, such as the automotive industry; the concentration of a
substantial percentage of the Company's sales with a few major
customers; timing of new system orders and the timing of payments due
on such orders; changes in installation schedules, which could lead to
deferral of progress payments or unanticipated production costs; new or
emerging technologies from current competitors, customers and others;
competition from current competitors, customer in-house engineering
departments and others; and the emergence of a substitute for glass. In
light of these and other uncertainties, the inclusion of a
forward-looking statement herein should not be regarded as a
representation by the Company that the Company's plans and objectives
will be achieved.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
2.1* Agreement and Plan of Merger
2.2* Amendment to Agreement and Plan of Merger
3.1* Restated Certificate of Incorporation of the Registrant
3.2* By-laws of the Registrant 4.1* Indenture (including form of
Note)
4.2* First Supplemental Indenture
10.1* Financing and Security Agreement between NationsBank, N.A. and
the Registrant
10.2* Plant and Office Lease
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10.3* Warehouse Lease
10.4* Advisory Agreement between the Registrant and Key Equity Capital
Corporation
10.5* Form of Exchange Agent Agreement between United States Trust
Company of New York and the Registrant
10.6* Employment Agreement among Glasstech Holding Co., the Registrant
and John S. Baxter
10.7* Employment Agreement among Glasstech Holding Co., the Registrant
and Mark D. Christman
10.8* Employment Agreement among Glasstech Holding Co., the Registrant
and Larry E. Elliott
10.9* Employment Agreement among Glasstech Holding Co., the Registrant
and Ronald A. McMaster
10.10* Employment Agreement among Glasstech Holding Co., the Registrant
and James P. Schnabel, Jr.
10.11* Employment Agreement among Glasstech Holding Co., the Registrant
and Diane S. Tymiak
10.12* Employment Agreement among Glasstech Holding Co., the Registrant
and Kenneth H. Wetmore
10.13* Securities Purchase Agreement between the Registrant, as
successor to Glasstech Sub Co., and CIBC Wood Gundy Securities
Corp.
10.14* Registration Rights Agreement between the Registrant, as
successor to Glasstech Sub Co., and CIBC Wood Gundy Securities
Corp.
25.1* Statement of Eligibility and Qualification on Form T-1 Under the
Trust Indenture Act of 1939 of United States Trust Company of
New York, as Trustee Under the Indenture
27.1** Financial Data Schedule
*Incorporated by reference from the Company's Registration Statement on Form S-4
(Registration No. 333-34391) (the "Form S-4") filed on August 26, 1997. Each of
the above exhibits has the same exhibit number in the Form S-4.
**Filed herewith.
(b) No reports on Form 8-K were filed during the first quarter.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GLASSTECH, INC.
Date: November 12, 1997 By: /s/ Diane S. Tymiak
-------------------- ---------------------------------------
Diane S. Tymiak
Vice President and Chief Financial Officer
(Principal Accounting Officer)
By: /s/ Mark D. Christman
---------------------------------------
Mark D. Christman
President
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