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 quarterly period ended June 30, 2001.
|_| 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: 0-24293
LMI AEROSPACE, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-1309065
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3600 Mueller Road
St. Charles, Missouri 63301
(Address of Principal Executive Offices) (ZIP Code)
(636) 946-6525
(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
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Title of class of Number of Shares outstanding
Common Stock as of June 30, 2001
Common Stock, par value $.02 per share 8,070,351
LMI AEROSPACE, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE FISCAL QUARTER ENDING JUNE 30, 2001
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Balance Sheets as
of December 31, 2000 and June 30, 2001
Condensed Consolidated Statements of Operations for the three months
and the six months ended June 30, 2000 and 2001
Condensed Consolidated Statements of Cash Flows for the
six months ended June 30, 2000 and 2001
Notes to Unaudited Condensed Consolidated Financial Statements
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PART II. OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURE PAGE
LMI Aerospace, Inc.
Condensed Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)
December 31, June 30,
2000 2001
(unaudited)
-----------------------------------------
Assets
Current assets:
Cash and cash equivalents $ 1,676 $ 2,928
Investments 536 785
Trade accounts receivable, net 6,627 9,062
Inventories 15,909 20,320
Prepaid expenses 361 678
Income taxes receivable 498 543
Deferred income taxes 782 782
-----------------------------------------
Total current assets 26,389 35,098
Property, plant, and equipment, net 21,059 24,942
Other assets 345 314
Goodwill, net 1,888 7,782
-----------------------------------------
$ 49,681 $ 68,136
=========================================
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 3,570 $ 4,724
Accrued expenses 1,962 2,540
Current installments of long-term debt 104 1,761
-----------------------------------------
Total current liabilities 5,636 9,025
Long-term debt, less current installments 121 13,208
Deferred income taxes 1,245 1,332
-----------------------------------------
Total noncurrent liabilities 1,366 14,540
Stockholders' equity:
Common stock of $.02 par value; authorized 28,000,000
shares; issued 8,734,422 at December 31, 2000
and at June 30, 2001 175 175
Additional paid-in capital 26,165 26,165
Treasury Stock, at cost, 628,604 and 664,071 shares at
December 31, 2000 and June 30, 2001, respectively (3,174) (3,220)
Accumulated other comprehensive loss (272) (110)
Retained earnings 19,785 21,561
-----------------------------------------
Total stockholders' equity 42,679 44,571
-----------------------------------------
$ 49,681 $ 68,136
=========================================
<FN>
See accompanying notes.
</FN>
LMI Aerospace, Inc.
Condensed Consolidated Statements of Operations
(Amounts in thousands, except per share data)
(Unaudited)
For the Three Months Ended June 30 For the Six Months Ended June 30
2000 2001 2000 2001
------------------------------------------------------------------------------------------
Net sales $ 13,774 $ 19,105 $ 28,295 $ 35,154
Cost of sales 11,916 14,929 24,206 27,274
------------------------------------------------------------------------------------------
Gross profit 1,858 4,176 4,089 7,880
Selling, general, and administrative
expenses 2,169 2,464 4,705 4,807
------------------------------------------------------------------------------------------
Income (loss) from operations (311) 1,712 (615) 3,073
Interest income (expense)/other (19) (261) (2) (265)
------------------------------------------------------------------------------------------
Income (loss) before income taxes (330) 1,451 (617) 2,808
Provision for (benefit from)
income (116) 508 (216) 983
taxes
------------------------------------------------------------------------------------------
Income (loss) before cumulative
effect of change in accounting
principle (214) 943 (401) 1,825
==========================================================================================
Cumulative effect of change in
accounting principle net of
income tax benefit of $88 - - (164) -
==========================================================================================
Net income (loss) $ (214) $ 943 $ (565) $ 1,825
==========================================================================================
Amounts per common share:
Income (loss) before cumulative
effect of change in accounting
principle $ (0.03) $ .12 $ (0.05) $ .23
Cumulative effect of change in
accounting principle - - $ (0.02) -
------------------------------------------------------------------------------------------
Net income (loss) per common share
$ (0.03) $ .12 $ (0.07) $ .23
==========================================================================================
Net income (loss) per common share
- assuming dilution $ (0.03) $ .12 $ (0.07) $ .22
==========================================================================================
Weighted average common shares
outstanding 8,203,395 8,070,200 8,205,932 8,075,555
==========================================================================================
Weighted average dilutive stock
options outstanding 116,181 120,534 122,507 57,362
==========================================================================================
<FN>
See accompanying notes.
</FN>
LMI Aerospace, Inc.
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
For the Six Months Ended June 30
2000 2001
-----------------------------------------
Operating activities
Net income (loss) $ (565) $ 1,825
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
net cash generated from operating activities:
Depreciation and amortization 1,789 1,959
Changes in operating assets and liabilities:
Trade accounts receivable 123 33
Inventories (1,059) (563)
Prepaid expenses and other assets (89) (444)
Income taxes payable 509 (3)
Accounts payable (461) 565
Accrued expenses 241 412
----------------------------------------
Net cash generated from operating activities 488 3,784
Investing activities
Additions to property, plant, and equipment, net (1,135) (1,803)
Proceeds from sale of property, plant and equipment - 65
Purchases of investments (954) -
Acquisition of company, net of cash acquired - (14,926)
-----------------------------------------
Net cash used by investing activities (2,089) (16,664)
Financing activities
Proceeds from issuance of long-term debt - 14,250
Principal payments on long-term debt (50) (72)
Treasury stock transactions, net (40) (46)
-----------------------------------------
Net cash used by (generated from) financing activities (90) 14,132
Activities
Net change in cash and cash equivalents (1,691) 1,252
Cash and cash equivalents, beginning of period 5,908 1,676
-----------------------------------------
Cash and cash equivalents, end of period $ 4,217 $ 2,928
=========================================
<FN>
Supplemental schedule of noncash investing and financing activities:
A capital lease obligation of $151 was incurred on March 22, 2001 when the Company entered into a lease for
equipment.
A note payable obligation of $398 was incurred on June 1, 2001 when the Company entered into a purchase
agreement for equipment.
See accompanying notes.
</FN>
LMI Aerospace, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except share and per share data))
(Unaudited)
June 30, 2001
1. Accounting Policies
Basis of Presentation
LMI Aerospace, Inc. (the Company) fabricates, machines, and integrates formed,
close tolerance aluminum and specialty alloy components for use by the aerospace
and laser equipment industries. The Company is a Missouri corporation with
headquarters in St. Charles, Missouri. The Company maintains facilities in St.
Charles, Missouri; Seattle, Washington; Tulsa, Oklahoma; Wichita, Kansas;
Irving, Texas; and Sun Valley, California.
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair representation have been included. Operating
results for the six months ended June 30, 2001 are not necessarily indicative of
the results that may be expected for the year ended December 31, 2001. These
financial statements should be read in conjunction with the consolidated
financial statements and accompanying footnotes included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000 as filed with the SEC.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make certain
estimates and assumptions. These estimates and assumptions affect the reported
amounts in the financial statements and accompanying notes. Actual results could
differ from those estimates.
Cumulative Effect of Change in Accounting Principle
In the fourth quarter of 2000, the Company changed its method of accounting for
revenue recognition in accordance with Staff Accounting Bulletin (SAB) No. 101,
Revenue Recognition in Financial Statements. The new accounting method was
adopted retroactive to January 1, 2000. The cumulative effect of the change on
prior years resulted in a charge to income of $164, net of income tax benefit of
$88, which is included in income for the three months ended March 31, 2000. All
2000 amounts have been restated for this change in accounting principle. The
effect of the change on the three months and six months ended June 30, 2000 was
as follows:
For the Three Months Ended June 30 For the Six Months Ended June 30
---------------------------------------- ----------------------------------------
As Previously Reported As Restated As Previously Reported As Restated
---------------------------------------- ----------------------------------------
Net Sales $ 13,735 $ 13,774 $ 28,496 $28,295
Gross Profit 1,808 1,858 4,049 4,089
Net Loss (247) (214) (427) (565)
Amounts per common share:
Net Loss (.03) (.03) (.05) (.07)
Net loss - assuming dilution (.03) (.03) (.05) (.07)
2. Acquisitions
On April 2, 2001, the Company acquired certain assets and liabilities of Tempco
Engineering, Inc. and Hyco Precision, Inc. (together referred to as "Tempco"),
two related companies in Sun Valley, California, for $14,250. The Company may
pay additional contingent consideration of up to $1,250 if Tempco's EBITDA
exceeds certain limits at the end of each quarter beginning June 30, 2001 and
ending March 31, 2003. Based on the results of Tempco at June 30, 2001, no
additional consideration was due. This acquisition was accounted for under the
purchase method of accounting and, accordingly, the results of operations of
Tempco have been included in the consolidated financial statements of the
Company after April 2, 2001. The cost to acquire Tempco has been preliminarily
allocated to the assets acquired and liabilities assumed according to their
estimated fair values at the time of the acquisition and are subject to
adjustment when additional information concerning asset and liability valuations
are finalized. The preliminary allocation has resulted in acquired goodwill of
approximately $ 6,056, which is being amortized on a straight-line basis over 15
years.
3. FASB 141 & 142 Disclosure
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill [and intangible assets deemed
to have indefinite lives] will no longer be amortized but will be subject to
annual impairment tests in accordance with the Statements. Other intangible
assets will continue to be amortized over their useful lives.
The Company will apply the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. Application of the
non-amortization provisions of the Statement is expected to result in an
increase in net income after tax of $341 ($.04 per share and $.04 per share
assuming dilution) per year. During 2002, the Company will perform the first of
the required impairment tests of goodwill and indefinite lived intangible assets
as of January 1, 2002 and has not yet determined what the effect of these tests
will be on the earnings and financial position of the Company.
4. Inventories
Inventories consist of the following:
December 31, June 30,
2000 2001
------------------------------------------
Raw materials $ 3,842 $ 3,922
Work in process 3,380 6,461
Finished goods 8,687 9,937
------------------------------------------
$ 15,909 $ 20,320
==========================================
5. Long-Term Debt
Long-term debt consists of the following:
December 31, June 30,
2000 2001
-----------------------------------------
Term loan $ - $ 14,250
Notes payable, principal and interest payable monthly, at
fixed rates, ranging from 4.98% to 9.00% 225 581
Capital lease obligations - 138
-----------------------------------------
225 14,969
Less current installments 104 1,761
-----------------------------------------
$121 $13,208
=========================================
In order to facilitate the acquisition of Tempco, the Company amended its
current loan agreement with Union Planters entering into a three-year Borrowing
Agreement ("Borrowing Agreement") on April 2, 2001. This Borrowing Agreement
provides financing up to $15,500 and bears interest at ninety day LIBOR plus 3%,
which was 7.84% at June 30, 2001. The Company drew $14,250 on this Borrowing
Agreement on April 2, 2001. Interest payments are due monthly. Principal is due
monthly beginning in September, 2001, using a seven year amortization. The
Borrowing Agreement is secured by all assets of the Company, excluding real
property, and contains financial covenants requiring minimum levels of cash flow
coverage, EBITDA, and tangible net worth. Under the Borrowing Agreement, the
Company has $1,250 available to fund any additional contingent consideration.
Additionally, the Company has a revolving credit agreement for up to $7,000
under the same Borrowing Agreement. No amounts are owed on the revolving credit
agreement.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Except for the historical information contained herein, the following report
contains forward-looking statements based on the beliefs of the Company and are
subject to certain risks and uncertainties. These statements can be identified
by forward-looking words such as "expect", "believe", anticipate", "goal",
"plan", "intend", "estimate", "may", "will", or similar words. The Company's
actual results could differ materially from those discussed here. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed below as well as those factors set forth in the Company's other
filings with the Securities and Exchange Commission.
Overview
LMI Aerospace, Inc. is a leader in fabricating, machining and integrating of
formed close tolerance aluminum and specialty alloy components for use by the
aerospace and laser cutting industries. The Company has been engaged in
manufacturing components for a wide variety of applications. Aerospace
components manufactured by the Company include leading edge wing slats, flaps
and lens assemblies; cockpit window frame assemblies; fuselage skins and
supports, and passenger and cargo door frames and supports. Non aerospace
components are critical components in the chamber section of lasers used in the
production of semiconductors and cutting equipment used in preparation for Lasic
surgery. The Company maintains multi-year contracts with leading original
equipment manufacturers and primary subcontractors of commercial, corporate,
regional and military aircraft. Such contracts, which govern the majority of the
Company's sales, designate the Company as the sole supplier of the aerospace
components sold under the contracts. Customers include Boeing, Lockheed Martin,
Northrop Grumman, Gulfstream, Learjet, Canadair, DeHavilland, PPG, Litton,
Cymer, and InterLase. The Company manufactures more than 15,000 parts for
integration into Boeing's 737, 747, 757, 767 and 777 commercial aircraft and
F-15, F/A-18, C-17 military aircraft, Canadair's RJ regional aircraft,
Gulfstream's G-IV and G-V corporate aircraft, Lockheed Martin's F-16 and C-130
military aircraft, Litton Industries guidance control systems, Cymer lasers for
cutting silicon wafers, and IntraLase lasers used in Lasik surgery
Results of Operations
Quarter Ended June 30, 2001 versus June 30, 2000
Net Sales. Net sales for the quarter ended June 30, 2001 were $19.1 million, up
38.7% from the comparable quarter of the prior year of $13.8 million. Net sales
for the second quarter of 2001 was beneficially impacted by the acquisition of
Tempco Engineering, Inc. ("Tempco"), which added $3.4 million. Excluding the
acquisition, net sales for the second quarter of 2001 were $15.7 million, an
increase of 14.3% from the comparable quarter of the prior year.
Net sales on Boeing commercial aircraft were $10.0 million (51.7% of net sales)
in the second quarter of 2001, up from $8.0 million (57.4% of net sales) in
2000, reflecting an increase on each model on which the Company participates.
The Company's net sales increase on Boeing commercial aircraft was principally
derived from the 747 ($2.7 million of net sales in the second quarter of 2001
compared to $1.9 million in the prior year) and the 737 ($4.3 million in the
second quarter of 2001 compared to $3.7 million in 2000). The net sales
contributed from the 737 were scheduled to decrease beginning in the third
quarter of 2001 due to the loss of a contract to produce leading edge and flap
components for the wing section of that aircraft. The Company has completed this
contract; however, it was awarded additional orders for many of the components
for delivery through the end of 2001. Certain components may be manufactured
beyond the end of 2001.
Net sales for use in the corporate and regional aircraft market were $2.9
million in the second quarter of 2001, down from $3.4 million in 2000, primarily
the result of lower shipments to Gulfstream and Learjet.
The acquisition of Tempco contributed to an increase in net sales on military
platforms. Net sales on military programs were $3.1 million in 2001, up from
$1.8 million in 2000. Tempco's net sales on military programs were $1.2 million
in the quarter.
Tempco also had net sales of $1.6 million to laser equipment manufacturers
serving the technology and medical markets.
Gross Profit. Gross profit for the quarter ended June 30, 2001 was $4.2 million
(22.0% of net sales) compared to $1.9 million (13.8% of net sales) in 2000.
Gross profit was positively impacted by the acquisition of Tempco, which added
$0.7 million in the quarter. Excluding the acquisition of Tempco, gross profit
would have been $3.5 million, an increase of $1.6 million over the prior year,
but consistent with first quarter 2001. The improvement over the prior year
(excluding the acquisition) is primarily the result of continued efficiency
gains as labor and fringe costs were slightly lower ($6.4 million in 2001 and
$6.5 million in 2000) while net sales increased by $1.9 million.
Selling, General and Administrative Expenses. Selling, general, and
administrative expenses ("SG&A") were $2.5 million in the second quarter of
2001, up from $2.2 million in 2000. The increase is attributable to the
acquisition of Tempco, which had SG&A of $0.2 million and goodwill amortization
related to the purchase of $0.1 million.
Interest Expense. The Company incurred $0.3 million in interest expense related
to the $14.3 million borrowed to finance the purchase of Tempco.
Six Months Ended June 30, 2001 versus June 30, 2000
Net Sales. For the six months ended June 30, 2001, the Company had net sales of
$35.1 million, an increase of 24.0% over net sales in 2000 of $28.3 million.
Excluding the acquisition of Tempco, net sales rose to $31.7 million, a 12.0%
increase from 2000.
The Company's net sales on Boeing commercial aircraft was $19.6 million in 2001,
an increase from $16.1 million in 2000. Net sales on the 747 platform were $5.2
million in 2001 compared to $3.5 million in 2000. Net sales on the 737 platform
were $8.4 million, up from $7.5 million in 2000.
Net sales for corporate and regional aircraft were $6.0 million in 2001, down
from $6.4 million in 2000. This decline is predominately caused by a reduction
in orders from Gulfstream as they analyze their inventory levels.
Net sales of military components were $5.5 million in 2001, an increase from
$3.8 million in 2000. Net sales of military components from Tempco added $1.2
million in 2001. Excluding Tempco, net sales for the F-16 were $2.4 million in
2001, up from $1.5 million in 2000, the result of both production rate increases
at Lockheed and new components awarded to the Company.
Gross Profit. The Company's gross profit was $7.9 million (22.5% of net sales)
in 2001, an increase from $4.1 million (14.5% of net sales) in 2000. Excluding
the acquisition of Tempco, efficiency gains contributed to the improvement in
gross margin as labor and fringes dropped to $12.8 million in 2001 from $13.3
million and net sales rose by $4.6 million. The additional sales also provided
better coverage of fixed costs. Tempco added $0.7 million to gross profit.
Selling, General, and Administrative Expenses. SG&A increased to $4.8 million in
2001 from $4.7 million in 2000. SG&A in 2000 was adversely affected by a charge
for a bankrupt customer of $0.4 million. Increases in SG&A in 2001 is
predominately related to the acquisition of Tempco and the resulting
amortization of goodwill.
Cumulative Effect of Change in Accounting Principle. In the fourth quarter of
2000, the Company changed its method of accounting for revenue recognition in
accordance with Staff Accounting Bulletin (SAB) No. 101, Revenue recognition in
Financial Statements. The new accounting method was adopted retroactive January
1, 2000. The cumulative effect of the change on prior years resulted in a charge
to income of $164, net of income tax benefit of $88, which is included in income
for the three months ended March 31, 2000. All 2000 amounts have been restated
for this change in accounting principle. Refer to note 1 to the financial
statements for further information on this change.
Liquidity and Capital Resources
On April 2, 2001, the Company acquired certain assets and liabilities of Tempco
Engineering, Inc. and Hyco Precision, Inc. (together, "Tempco"), two related
businesses in Sun Valley, California. Tempco provides machined components and
assemblies to the defense and aerospace markets and to manufacturers of laser
equipment used in semiconductor manufacturing and Lasik eye surgery. Tempco had
sales of approximately $16 million in 2000. The Company purchased Tempco for
$14.25 million plus future potential consideration of up to $1.25 million,
depending upon the financial performance of Tempco.
The Company entered into two separate term loans to finance the purchase of
Tempco as follows:
o $14.25 million three-year term loan with a seven-year amortization,
principal payable monthly after the first six months, and interest payable
monthly at ninety day LIBOR plus 3.00%. This note was completely advanced
on April 2, 2001.
o $1.25 million multi-advance two year note with no amortization and interest
payable monthly at ninety day LIBOR plus 3%. This note has not been
advanced but is intended to be used to finance any potential future
consideration due the prior owners of Tempco, if any, that is earned over
the next two years.
These notes are secured by all of the Company's assets, excluding real property.
The notes require certain covenants, both financial and non financial, including
a minimum consolidated debt service ratio, senior funded debt to consolidated
EBITDA ratio, and a minimum tangible net worth. The Company met each of these
requirements at June 30, 2001. The Company maintains its revolving credit
agreement of $7.0 million, which remains unused at June 30, 2001. The revolving
credit agreement is subject to the same security and covenants as the new term
loans.
The Company's cash balance at June 30, 2001 was $2.9 million, up from $1.7
million at December 31, 2000. The operating activities of the Company generated
$3.8 million, principally from earnings adjusted for non-cash expenses
depreciation and amortization. Investments in fixed assets were $2.3 million in
the first six months of 2001, including the non cash financing of certain
information technology equipment, a turret punch machine, and two brake presses
through the sellers of the equipment. The Company has invested in various pieces
of equipment to support the increase in demand for its product. The Company
expects this increased demand to require it to invest up to $4.0 million in
fixed assets during 2001.
The Company believes it has adequate financial flexibility to meet its
obligations using its cash and the cash generated by its operating activities.
PART II
OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders was held on May 24, 2001.
At the Meeting, the shareholders voted for the election of all
persons nominated by management to be Class II Directors. The votes
for these nominated Directors were as follows:
Name Votes For Votes Withheld
Joseph Burstein 6,797,750 12,700
Ronald S. Saks 6,798,750 11,700
Thomas D. Baker 6,798,750 11,700
At the Meeting, the shareholders also voted for a proposal to adopt
the Related Articles of Incorporation LMI Aerospace, Inc. 1998
Stock Option Plan:
Votes For Votes Withheld
6,654,975 151,475
At the Meeting, the shareholders also voted for the ratification of
the selection of Ernst & Young LLP to serve as the Company's
independent auditor. The votes for such ratification were as
follows:
Votes For Votes Withheld
7,801,950 8,500
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits: None
(b) The Company filed a report on Form 8-K April 17, 2001, reporting the
closing of the Company's acquisition of Tempco.
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.
LMI AEROSPACE, INC.
Date: August 8, 2001 By: /s/ Lawrence E. Dickinson
------------------------------
Lawrence E. Dickinson
Chief Financial Officer and Secretary