1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 2000 ---------------------------------- OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to ---------------------- ------------------------- Commission File Number 1-11411 ---------------------------------------------------------- Polaris Industries Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Minnesota 41-1790959 - -------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 2100 Highway 55, Medina, MN 55340 - ------------------------------------------------------ (Address of principal executive offices) (Zip Code) (763) 542-0500 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports 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 [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of May 8, 2000, 23,913,299 shares of Common Stock of the issuer were outstanding.
2 POLARIS INDUSTRIES INC. FORM 10-Q For Quarter Period Ended March 31, 2000 TABLE OF CONTENTS <TABLE> <CAPTION> PAGE ---- <S> <C> Part I FINANCIAL INFORMATION Item 1 - Consolidated Financial Statements Consolidated Balance Sheets............................................................3 Consolidated Statements of Operations..................................................4 Consolidated Statements of Cash Flows..................................................5 Consolidated Statements of Shareholder's Equity........................................6 Notes to Consolidated Financial Statements.............................................7 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations.....................................................................11 Cash Dividends............................................................................12 Liquidity and Capital Resources...........................................................13 Inflation and Exchange Rates..............................................................13 Part II OTHER INFORMATION.........................................................................15 Item 1 Legal Proceedings Item 2 Changes in Securities Item 3 Defaults upon Senior Securities Item 4 Exhibits and Reports on Form 8-K SIGNATURE PAGE..........................................................................................16 </TABLE>
3 POLARIS INDUSTRIES INC. CONSOLIDATED BALANCE SHEETS (In Thousands) <TABLE> <CAPTION> March 31, 2000 December 31, Unaudited) 1999 - ------------------------------------------------------------------------------------------------------------- <S> <C> <C> ASSETS Current Assets: Cash and Cash Equivalents $ 537 $ 6,184 Trade receivables 48,925 53,293 Inventories 164,295 118,062 Prepaid expenses and other 8,700 6,175 Deferred tax assets 29,000 31,000 -------- -------- Total current assets 251,457 214,714 Deferred Tax Assets 15,000 16,000 Property and Equipment, net 160,015 150,922 Investments in Affiliates 36,800 38,310 Intangible Assets, net 21,860 22,081 -------- -------- Total Assets $485,132 $442,027 ======== ======== LIABILITIES AND SHAREHOLDER'S EQUITY Current Liabilities: Accounts Payable $117,472 $ 91,805 Accrued expenses 96,334 128,582 Income taxes payable 15,589 13,413 -------- -------- Total Current Liabilities 229,395 233,800 Borrowings under credit agreement 95,850 40,000 -------- -------- Total Liabilities 325,245 273,800 -------- -------- Commitments and Contingencies (Notes 4, 6 and 7) Shareholder's Equity: Common Stock 239 242 Additional paid-in capital 444 8,987 Deferred compensation (6,142) (7,818) Compensation payable in common stock 0 5,975 Retained earnings 165,346 160,841 -------- -------- Total shareholder's equity 159,887 168,227 -------- -------- Total Liabilities and Shareholder's Equity $485,132 $442,027 ======== ======== </TABLE> See Notes to Consolidated Financial Statements 3
4 POLARIS INDUSTRIES INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Data) UNAUDITED <TABLE> <CAPTION> First Quarter Ended March 31 2000 1999 -------- -------- <S> <C> <C> Sales $270,991 $237,769 Cost of Sales 206,397 181,296 -------- -------- Gross Profit 64,594 56,473 Operating Expenses Selling and marketing 28,141 27,898 Research and development 7,964 7,333 General and administrative 13,181 8,931 -------- -------- Total operating expenses 49,286 44,162 -------- -------- Operating Income 15,308 12,311 Non-Operating Expense (Income) Interest Expense 1,351 823 Equity in income of affiliates (3,125) (2,005) Other expense (income), net 1,967 (564) -------- -------- Income before taxes 15,115 14,057 Provision for income taxes 5,366 4,990 -------- -------- Net income $ 9,749 $ 9,067 ======== ======== Diluted Net Income Per Share $ 0.41 $ 0.36 ======== ======== </TABLE> See Notes to Consolidated Financial Statements 4
5 POLARIS INDUSTRIES INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) UNAUDITED <TABLE> <CAPTION> For the Three Months Ended March 31, 2000 1999 -------- -------- <S> <C> <C> Cash Flows From Operating Activities: Net Income $ 9,749 $ 9,067 Adjustments to reconcile net income to net cash Depreciation and amortization 10,244 7,348 Non-cash compensation 3,301 1,974 Equity in income of affiliates (3,125) (2,005) Deferred income taxes 3,000 2,000 Changes in current operating items Trade receivables 4,368 3,914 Inventories (46,233) (56,984) Accounts payable 25,667 25,226 Accrued expenses (32,248) (36,436) Income taxes payable 2,176 8,129 Prepaid and others, net (2,107) (1,673) -------- -------- Net cash provided by (used for) operating activities (25,208) (39,440) -------- -------- Cash Flows from Investing Activities: Purchase of property and equipment (19,116) (11,425) Investments in affiliates, net 4,635 3,967 -------- -------- Net cash used for investing activities (14,481) (7,458) -------- -------- Cash Flows From Financing Activities: Borrowings under credit agreement 128,775 137,900 Repayments under credit agreement (72,925) (71,600) Repurchase and retirement of common shares (16,564) (13,132) Cash dividends to shareholders (5,244) (5,019) -------- -------- Net cash provided by financing activities 34,042 48,149 -------- -------- Increase (decrease) in cash and cash equivalents (5,647) 1,251 Cash and Cash Equivalents, Beginning 6,184 1,466 -------- -------- Cash and Cash Equivalents, Ending $ 537 $ 2,717 ======== ======== </TABLE> See Notes to Consolidated Financial Statements 5
6 FORM 10-Q For the Quarterly Period Ended March 31, 2000 POLARIS INDUSTRIES INC. CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY (In Thousands) UNAUDITED <TABLE> <CAPTION> Compensation Additional Payable in Paid-In Deferred Common Retained Common Stock Capital Compensation Stock Earnings Total ------------ ------- ------------ ----- -------- ----- <S> <C> <C> <C> <C> <C> <C> Balance, December 31, 1999 $242 $8,987 ($7,818) $5,975 $160,841 $168,227 Employee Stock Compensation 2 8,016 1,676 (5,975) 0 3,719 Cash Dividends Declared 0 0 0 0 (5,244) (5,244) Repurchase and Retirement of Common Shares (5) (16,559) 0 0 0 (16,564) Net Income 0 0 0 0 9,749 9,749 --------- --------- --------- --------- --------- --------- Balance, March 31, 2000 $ 239 $ 444 $ (6,142) $ 0 $165,346 $159,887 ========= ========= ========= ========= ========= ========= </TABLE> See Notes to Consolidated Financial Statements 6
7 FORM 10-Q For the Quarterly Period Ended March 31, 2000 POLARIS INDUSTRIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements and, therefore, do not include all information and disclosures of results of operations, financial position and changes in cash flow in conformity with generally accepted accounting principles for complete financial statements. Accordingly, such statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 1999, previously filed with the Securities and Exchange Commission. In the opinion of management, such statements reflect all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. Due to the seasonality of the snowmobile, all terrain vehicle (ATV), personal watercraft (PWC) and motorcycle business, and to certain changes in production and shipping cycles, results of such periods are not necessarily indicative of the results to be expected for the complete year. NOTE 2. Inventories The major components of inventories are as follows (in millions): <TABLE> <CAPTION> March 31, 2000 December 31, 1999 -------------- ----------------- <S> <C> <C> Raw Materials $35.6 $28.0 Service Parts 51.1 50.6 Finished Goods 77.6 39.5 ---- ---- $164.3 $118.1 ====== ====== </TABLE> NOTE 3. Financing Agreement Polaris has an unsecured bank line of credit arrangement with maximum available borrowings of $150.0 million. Interest is charged at rates based on LIBOR or "prime" (6.28 percent at March 31, 2000) and the agreement expires on March 31, 2002 at which time the balance is due. In 1999, Polaris entered into an interest rate swap agreement to manage exposures to fluctuations in interest rates. The effect of this agreement is to fix the interest rate at 5.80 percent for $20 million of borrowings under the credit line for a period of two years. As of March 31, 2000, total borrowings under this credit arrangement were $95.9 million and have been classified as long-term in the accompanying consolidated balance sheets. 7
8 FORM 10-Q For the Quarterly Period Ended March 31, 2000 NOTE 4. Investments in Affiliates A wholly owned subsidiary of Polaris is a partner with Transamerica Distribution Finance ("TDF") in Polaris Acceptance. Polaris Acceptance provides floor plan financing to dealer and distributor customers of Polaris, and provides other financial services such as retail credit, extended service contracts and insurance to dealers, distributors and retail customers of Polaris. Polaris has a 50 percent equity interest in Polaris Acceptance and was reponsible for 50 percent of the outstanding indebtedness of Polaris Acceptance. In February 2000, the term of the partnership agreement was extended; in consideration thereof, Polaris is no longer required to guarantee the outstanding indebtedness of Polaris Acceptance. Polaris is a partner with Fuji Heavy Industries Ltd. in Robin Manufacturing, U.S.A. ("Robin"). Polaris has a 40 percent ownership interest in Robin, which builds engines in the United States for recreational and industrial products. Investments in affiliates are accounted for under the equity method. Polaris' allocable share of the income of Polaris Acceptance and Robin has been included as a component of non-operating expense (income) in the accompanying consolidated statements of operations. NOTE 5. Shareholder's Equity During the first three months of 2000, Polaris paid $16.6 million to repurchase and retire 552,000 shares of its common stock, with cash on hand and borrowings under its line of credit. Polaris has approximately 2.4 million remaining shares available to repurchase under its current Board of Directors' authorization as of March 31, 2000. The Polaris Board of Directors declared a regular cash dividend of $0.22 per share payable to holders of record on February 1, 2000, which was paid on February 15, 2000. On April 20, 2000, the Polaris Board of Directors declared a regular cash dividend of $0.22 per share payable on or about May 15, 2000, to holders of record on May 1, 2000. Net income per share for the periods ended March 31, 2000 and 1999 was calculated based on the weighted average number of common and potential common shares outstanding. 8
9 FORM 10-Q For the Quarterly Period Ended March 31, 2000 Basic earnings per share using SFAS No. 128 "Earnings per share" is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during each year, including shares earned under the Director plan and the ESOP. Diluted earnings per share is computed under the treasury stock method and is calculated to reflect the dilutive effect of the Option Plan. A reconciliation of these amounts is as follows (in thousands, except per share data): <TABLE> <CAPTION> For Three Months Ended March 31, 2000 1999 ---- ---- <S> <C> <C> Net Income available to common shareholders $9,749 $9,067 ====== ====== Weighted average number of common 23,669 24,996 shares outstanding Director Plan 27 21 ESOP 170 170 ------ ------ Common shares outstanding - basic 23,866 25,187 ====== ====== Dilutive effect of Option Plan 21 37 ------ ------ Common and potential common shares Outstanding 23,887 25,224 ====== ====== Basic net income per share $0.41 $0.36 ===== ===== Diluted net income per share $0.41 $0.36 ===== ===== </TABLE> NOTE 6. Commitments and Contingencies Polaris is subject to product liability claims in the normal course of business and prior to June 1996 elected not to purchase insurance for product liability losses. Effective June 1996, Polaris purchased excess insurance coverage for catastrophic product liability claims for incidents occurring subsequent to the policy date that exceeds a self-insured retention. The estimated costs resulting from any losses are charged to expense when it is probable a loss has been incurred and the amount of the loss is reasonably determinable. 9
10 FORM 10-Q For the Quarterly Period Ended March 31, 2000 Revenue Canada has assessed Polaris approximately $16.0 million in taxes, penalties and interest for the period January 1, 1992 through December 31, 1994 resulting from an income tax audit for that period. Revenue Canada has asserted that Polaris over charged its Canadian subsidiary for various goods and services during the audit period primarily through improper intercompany transfer pricing policies. Polaris disagrees with the assessment and is vigorously contesting it. Polaris is a defendant in lawsuits and subject to claims arising in the normal course of business. In the opinion of management, it is not probable that any legal proceedings pending against or involving Polaris will have a material adverse effect on Polaris' financial position or results of operations. NOTE 7. Foreign Currency Contracts Polaris' Canadian and Australian subsidiaries use the United States dollar as their functional currency. Canadian and Australian assets and liabilities are translated at the foreign exchange rates in effect at the balance sheet date. Revenues and expenses are translated at the average foreign exchange rate in effect. Translation and exchange gains and losses are reflected in the results of operations. Polaris enters into foreign exchange contracts to manage currency exposures of certain of its purchase commitments denominated in foreign currencies including the Japanese yen and the Euro as well as transfers of funds from its Canadian subsidiary. Polaris does not use any financial contracts for trading purposes. These contracts are accounted for as hedges, thus market value gains and losses are recognized at the time of purchase or transfer of funds, respectively. The criteria to determine if hedge accounting is appropriate are (1) the designation of a hedge to an underlying exposure, (2) whether or not overall risk is reduced and (3) if there is a correlation between the value of the foreign exchange contract and the underlying exposure. Gains and losses related to purchase commitments are recorded as adjustments to cost of sales while gains and losses related to transfers of funds are recorded as other expense (income) on the accompanying statement of operations. At March 31, 2000, Polaris had open Canadian dollar foreign exchange contracts with notional amounts totaling $66.3 million United States dollars, open Japanese yen foreign exchange contracts with notional amounts totaling $24.7 million United States dollars and open Euro foreign exchange contracts with notional amounts totaling $7.1 million United States dollars, all of which mature throughout the remainder of 2000. 10
11 FORM 10-Q For the Quarterly Period Ended March 31, 2000 NOTE 8. New Accounting Pronouncements SFAS 133 The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS No. 133) in June 1998. SFAS No. 133 establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. SFAS No. 133 requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement, and requires that a company must formally document, designate, and assess the effectiveness of transactions that receive hedge accounting. Polaris will be required to adopt SFAS No. 133 no later than January 1, 2001. Polaris has not quantified the impacts of adopting SFAS No. 133 on the financial statements and has not determined the timing of adoption of SFAS No. 133. However, SFAS No. 133 could increase volatility in earnings and other comprehensive income. Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion pertains to the results of operations and financial position of Polaris Industries Inc., a Minnesota corporation ("Polaris" or the "Company") for the quarters ended March 31, 2000 and 1999. Due to the seasonality of the snowmobile, all terrain vehicle (ATV), personal watercraft (PWC), and motorcycle business, and to certain changes in production and shipping cycles, results of such periods are not necessarily indicative of the results to be expected for the complete year. Results of Operations Sales were $271.0 million in the first quarter of 2000, representing a 14 percent increase from $237.8 million in sales for the same period in 1999. North American sales of ATVs and related Parts, Garments, and Accessories ("PG&A") of $203.5 million for the first quarter 2000 were 13 percent higher than $179.8 million for the comparable period in 1999. The increase is related to increased unit sales reflecting the continuing growth in the ATV industry. North American sales of snowmobiles and related PG&A of $18.8 million for the first quarter 2000 were 19 percent higher than $15.9 million for the comparable period in 1999. The increase is primarily due to higher shipments of snowmobile related PG&A during the first quarter of 2000. 11
12 FORM 10-Q For the Quarterly Period Ended March 31, 2000 North American sales of PWC and related PG&A of $21.8 million for the first quarter 2000 were 18 percent higher than $18.4 million for the comparable period in 1999. The increase is primarily related to the timing of new model PWC shipments in 2000 as compared to the prior year period. North American sales of Victory motorcycles and related PG&A of $11.2 million for the first quarter 2000 were nine percent higher than $10.3 million for the comparable period in 1999. The increase relates to an increase in Victory shipments in response to higher retail sales compared to the prior year period. International sales of snowmobiles, ATVs, PWC and related PG&A of $15.7 million for the first quarter 2000 were 17 percent higher than $13.4 million for the comparable period in 1999 primarily as a result of increased unit shipments across all product lines. Gross profit of $64.6 million in the first quarter of 2000 represents a 14 percent increase from gross profit of $56.5 million for the same period in 1999. This increase in gross profit dollars was primarily the result of higher sales volume. The gross profit margin percentage remained at 23.8 percent for the first quarter of 2000, the same as the first quarter of 1999. Gross profit margin percentage was flat due to a number of offsetting factors. On the positive side, Victory cost reductions and lower warranty costs due to quality improvements have increased gross margins. These increases were offset by the negative impact of Japanese yen exchange rates and increased amortization of tooling costs during the first quarter 2000 when compared to the prior year period. Operating expenses in the first quarter of 2000 increased 12 percent to $49.3 million from the comparable 1999 period, but as a percentage of sales decreased to 18.2 percent for the first quarter of 2000 compared to 18.6 percent for the same period in 1999. The higher levels of operating expenses are related to planned increases in areas such as PG&A sales and marketing, information technology and deferred stock compensation programs. Non-operating expenses increased in the first quarter of 2000 from the comparable period in 1999 primarily as a result of an asset write down and lease termination costs related to the move from the previous headquarters building which more than offset the higher income generated by the investment in Polaris Acceptance. Cash Dividends On January 20, 2000, the Polaris board of Directors declared a regular cash dividend of $0.22 per share payable to holders of record on February 1, 2000, which was paid on February 15, 2000. On April 20, 2000, the Polaris Board of Directors declared a regular cash dividend of $0.22 per share payable on or about May 15, 2000, to holders of record on May 1, 2000. 12
13 FORM 10-Q For the Quarterly Period Ended March 31, 2000 Liquidity and Capital Resources The seasonality of production and shipments causes working capital requirements to fluctuate during the year. Polaris has an unsecured bank line of credit arrangement with maximum available borrowings of $150.0 million. Interest is charged at rates based on LIBOR or "prime" (6.28 percent at March 31, 2000) and the agreement expires on March 31, 2002 at which time the balance is due. In 1999, Polaris entered into an interest rate swap agreement to manage exposures to fluctuations in interest rates. The effect of this agreement is to fix the interest rate at 5.80 percent for $20 million of borrowings under the credit line for a period of two years. As of March 31, 2000, total borrowings under this credit arrangement were $95.9 million and have been classified as long-term in the accompanying consolidated balance sheets. During the first three months of 2000, Polaris paid $16.6 million to repurchase and retire 552,000 shares of its common stock with cash on hand and borrowings under its line of credit. As of March 31, 2000, Polaris has approximately 2.4 million remaining shares available to repurchase under its Board of Directors' authorization. Management believes that existing cash balances and bank borrowings, cash flow to be generated from operating activities and available borrowing capacity under the line of credit arrangement will be sufficient to fund operations, regular dividends, share repurchases, and capital requirements for the remainder of 2000. At this time, management is not aware of any factors that would have a materially adverse impact in cash flow beyond 2000. Inflation and Exchange Rates Polaris does not believe that inflation has had a material impact on the results of its recent operations. However, the changing relationships of the U.S. dollar to the Japanese yen and Canadian dollar have had a material impact from time to time. In 1999, purchases totaling 16 percent of Polaris' cost of sales were from yen-denominated suppliers. The weakening of the U.S. dollar in relation to the Japanese yen since mid-1998 has resulted in higher raw material purchase prices. Polaris' cost of sales in the first quarter ended March 31, 2000 was negatively impacted by the Japanese yen-U.S. dollar exchange rate fluctuation when compared to the same period in 1999. Polaris anticipates that the Japanese yen-U.S. dollar exchange rate will continue to have a negative impact on cost of sales during the remaining periods of 2000 when compared to the same periods in 1999. Polaris operates in Canada through a wholly owned subsidiary. Since late in the third quarter of 1999, strengthening of the Canadian dollar in relationship to the U.S. dollar has resulted in higher gross margin levels on a comparable basis. The fluctuation of the Canadian dollar exchange rate positively impacted the gross margin achieved in the first quarter of 2000 and when compared to the same periods in 1999. In view of the foreign exchange hedging contracts currently in place, Polaris anticipates that the Canadian dollar-U.S. dollar exchange rate will have a positive impact on cost of sales during the remaining periods of 2000 when compared to the same periods in 1999. 13
14 FORM 10-Q For the Quarterly Period Ended March 31, 2000 In the past, Polaris has been a party to, and in the future may enter into, foreign exchange hedging contracts for each of the Japanese yen, the Euro and the Canadian dollar to minimize the impact of exchange rate fluctuations within each year. At March 31, 2000, Polaris had open Japanese yen, Euro and Canadian dollar foreign exchange hedging contracts that mature throughout 2000. Certain matters discussed in this report are "forward-looking statements" intended to qualify for the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These "forward-looking statements" can generally be identified as such because the context of the statement will include words such as the Company or management "believes", "anticipates", "expects", "estimates" or words of similar import. Similarly, statements that describe the Company's future plans, objectives or goals are also forward-looking. Shareholders, potential investors and others are cautioned that all forward-looking statements involve risks and uncertainty that could cause results to differ materially from those anticipated by some of the statements made herein. In addition to the factors discussed above, among the other factors that could cause actual results to differ materially are the following: product offerings and pricing strategies by competitors; future conduct of litigation or audit processes; warranty expenses; foreign currency exchange rate fluctuations; environmental and product safety regulatory activity; effects of weather; uninsured product liability claims; and overall economic conditions, including inflation and consumer confidence and spending. 14
15 FORM 10-Q For the Quarterly Period Ended March 31, 2000 PART II. OTHER INFORMATION Item 1 - Legal Proceedings None Item 2 - Changes in Securities None Item 3 - Defaults upon Senior Securities None Item 4 - Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K None 15
16 FORM 10-Q For the Quarterly Period Ended March 31, 2000 POLARIS INDUSTRIES INC. 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. POLARIS INDUSTRIES INC. (Registrant) Date: May 8, 2000 /s/ Thomas C. Tiller -------------------- Thomas C. Tiller President and Chief Executive Officer Date: May 8, 2000 /s/ Michael W. Malone --------------------- Michael W. Malone Vice President, Finance, Chief Financial Officer, and Secretary (Principal Financial and Chief Accounting Officer) 16