FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended SEPTEMBER 30, 2000 ------------------ OR [ ] 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: 001-12648 --------- UFP TECHNOLOGIES, INC. ---------------------- (Exact name of registrant as specified in its charter) DELAWARE 04-2314970 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 172 EAST MAIN STREET, GEORGETOWN, MASSACHUSETTS 01833, USA ---------------------------------------------------------- (Address of principal executive offices) (Zip Code) (978) 352-2200 -------------- (Registrant's telephone number, including area code) ----------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 ----- ----- 4,388,370 shares of registrant's Common Stock, $.01 par value, were outstanding as of October 30, 2000. 1
UFP TECHNOLOGIES, INC. INDEX <TABLE> <CAPTION> PAGE ---- <S> <C> PART I - FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets as of September 30, 2000 and December 31, 1999......................................3 Consolidated Income Statements for the Three and Nine Months Ended September 30, 2000 and 1999............................4 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2000 and 1999...............................5 Notes to Consolidated Financial Statements................................................................................6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...........................10 PART II - OTHER INFORMATION..............................................................................................13 SIGNATURES...............................................................................................................14 </TABLE> 2
PART I: FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS <TABLE> <CAPTION> UFP TECHNOLOGIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS 30-SEP-00 31-DEC-99 ------------------- ----------------- <S> <C> <C> ASSETS (Unaudited) (Audited) Current assets Cash and cash equivalents $ 61,508 $ 348,729 Accounts receivable 12,672,388 9,676,900 Inventories 7,094,257 5,191,890 Prepaid expenses and other current assets 656,141 537,942 ------------------- ----------------- Total current assets 20,484,294 15,755,461 ------------------- ----------------- Property, plant and equipment 25,156,878 21,650,486 Less accumulated depreciation and amortization (12,845,738) (11,084,036) ------------------- ----------------- Net property, plant and equipment 12,311,140 10,566,450 ------------------- ----------------- Goodwill, net 8,416,515 4,524,285 Other assets 1,016,817 1,021,167 ------------------- ----------------- Total assets $ 42,228,766 $ 31,867,363 =================== ================= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 6,514,367 $ 5,000,000 Current installments of long-term debt 779,850 63,916 Current installments of capital lease obligations 530,125 947,429 Accounts payable 3,640,453 2,438,045 Accrued expenses and payroll withholdings 4,821,981 3,757,412 ------------------- ----------------- Total current liabilities 16,286,776 12,206,802 Long-term debt, excluding current installments 7,466,648 2,111,076 Capital lease obligations, excluding current installments 491,263 595,232 Retirement and other liabilities 811,946 745,840 ------------------- ----------------- Total liabilities 25,056,633 15,658,950 ------------------- ----------------- Stockholders' equity Common stock 43,884 42,946 Additional paid-in capital 8,474,532 8,237,558 Retained earnings 8,653,717 7,927,909 ------------------- ----------------- Total stockholders equity 17,172,133 16,208,413 ------------------- ----------------- Total liabilities and stockholders' equity $ 42,228,766 $ 31,867,363 =================== ================= </TABLE> The accompanying notes are an integral part of these condensed consolidated financial statements. 3
<TABLE> <CAPTION> UFP TECHNOLOGIES, INC. CONSOLIDATED INCOME STATEMENTS (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED 30-SEP-00 30-SEP-99 30-SEP-00 30-SEP-99 --------- --------- --------- --------- <S> <C> <C> <C> <C> Net sales $ 18,898,192 14,439,589 56,597,686 42,809,943 Cost of sales 14,478,388 10,920,052 43,282,121 32,170,066 ---------------- ---------------- ---------------- ---------------- Gross profit 4,419,804 3,519,537 13,315,565 10,639,877 Selling, general and administrative expenses 3,687,342 2,856,526 11,013,074 8,436,471 ---------------- ---------------- ---------------- ---------------- Operating income 732,462 663,011 2,302,491 2,203,406 Interest expense 330,857 162,967 924,056 476,371 Other (income) expense 718 (840) 58,190 (840) ---------------- ---------------- ---------------- ---------------- Income before income taxes 400,887 500,884 1,320,245 1,727,875 Income taxes 180,751 200,423 594,439 695,223 ---------------- ---------------- ---------------- ---------------- Net income $ 220,136 300,461 725,806 1,032,652 ================ ================ ================ ================ Basic net income per share $ 0.05 0.06 0.17 0.21 Diluted net income per share $ 0.05 0.06 0.17 0.21 </TABLE> Weighted average number of shares used in computation of per share data: <TABLE> <S> <C> <C> <C> <C> Basic 4,383,166 4,844,632 4,374,588 4,808,871 Diluted 4,394,021 4,904,751 4,390,478 4,918,295 </TABLE> The accompanying notes are an integral part of these condensed consolidated financial statements 4
<TABLE> <CAPTION> UFP TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED 30-SEP-00 30-SEP-99 ------------------- ------------------- <S> <C> <C> Cash flows from operating activities: Net income $ 725,806 $ 1,032,652 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 2,290,362 1,628,738 Stock issued in lieu of compensation 171,062 168,000 Loss on disposal of property, plant & equipment 58,189 - Changes in operating assets and liabilities: Receivables 54,758 (1,332,950) Inventories (267,005) (1,156,763) Prepaid expenses and other current assets (7,740) 57,712 Accounts payable (2,405,680) (407,767) Accrued expenses and payroll withholdings (333,034) 132,976 Retirement and other liabilities (91,849) (103,801) ----------- ----------- Net cash provided by operating activities 194,869 18,797 ----------- ----------- Cash flows from investing activities: Additions to property, plant and equipment (1,232,442) (1,725,754) Payments from affiliated company 31,890 21,430 Acquisition of Simco Industries (5,802,123) - Proceeds from life insurance 154,861 - (Increase) decrease in other assets (129,124) 19,388 Proceeds on sales of assets 23,000 - ----------- ----------- Net cash used in investing activities (6,953,938) (1,684,936) ----------- ----------- Cash flows from financing activities: Net borrowings under notes payable 1,514,367 2,169,548 Principal repayments of long-term debt (48,494) (41,529) Principal repayments of capital lease obligations (1,180,873) (653,244) Proceeds from long-term borrowings 6,120,000 - Net proceeds from sale of common stock 66,848 872 ----------- ----------- Net cash provided by financing activities 6,471,848 1,475,647 ----------- ----------- Net change in cash and cash equivalents (287,221) (190,492) Cash and cash equivalents, at beginning of period 348,729 512,356 ----------- ----------- Cash and cash equivalents, at end of period $ 61,508 $ 321,864 =========== =========== </TABLE> The accompanying notes are an integral part of these condensed consolidated financial statements. 5
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (1) Basis of Presentation The interim consolidated financial statements of UFP Technologies, Inc. (the company) presented herein, without audit, have been prepared pursuant to the rules of the Securities and Exchange Commission for quarterly reports on Form 10-Q and do not include all the information and note disclosures required by generally accepted accounting principles. These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 1999, included in the company's 1999 Annual Report on Form 10-K as provided to the Securities and Exchange Commission. The condensed consolidated balance sheet as of September 30, 2000, the consolidated income statements for the three and nine months ended September 30, 2000 and 1999, and the consolidated statements of cash flows for the nine months ended September 30, 2000 and 1999, are unaudited but, in the opinion of management, include all adjustments (consisting of normal, recurring adjustments) necessary for fair presentation of results for these interim periods. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The results of operations for the nine months ended September 30, 2000, are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2000. (2) New Accounting Pronouncements SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (as amended by SFAS Nos. 137 and 138) is now effective for all fiscal quarters of all fiscal years beginning after June 15, 2000; earlier adoption is allowed. The statement requires companies to record derivatives on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The company currently expects that, due to its relatively limited use of derivative instruments, adoption of the statement will not have a material effect on the company's results of operations or financial position. The Securities and Exchange Commission released Staff Accounting Bulletin (SAB) No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS, on December 3, 1999. This SAB provides additional guidance on the accounting for revenue recognition, including both broad conceptual discussion as well as certain industry-specific guidance. The guidance is effective for the fourth quarter of fiscal 2000 and is required to be adopted effective January 1, 2000 by recording the effect of any prior year revenue transactions affected as a "cumulative effect of a change in accounting principle" as of January 1, 2000. Historical financial statements would be restated to 6
conform to the new guidance as necessary. The company does not expect this new guidance to have a material effect on its results of operations or financial position. The Financial Accounting Standards Board issued Interpretation No. 44, ACCOUNTING FOR CERTAIN TRANSACTIONS INVOLVING STOCK COMPENSATION, in March 2000. The interpretation clarifies how companies should apply APB Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES. The interpretation will be applied prospectively to new awards, modifications to outstanding awards and changes in employee status on or after July 1, 2000, except as follows: the definition of an employee applies to awards granted after December 15, 1998; the interpretation applies to modifications that reduce the exercise price of an award after December 15, 1998, and the interpretation applies to modifications that add a reload feature to an award made after January 12, 2000. Currently, there are no awards granted by the company that would result in an adjustment at July 1, 2000 as a result of the interpretation. (3) Inventory Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following: <TABLE> 09/30/00 12/31/99 --------------- -------------- <S> <C> <C> Raw materials $ 4,346,964 $ 3,296,702 Work-in-process 581,812 469,875 Finished goods 2,165,481 1,425,313 --------------- ------------- Total inventory $ 7,094,257 $ 5,191,890 =============== ============== </TABLE> Work-in-process and finished goods inventories consist of materials, labor and manufacturing overhead. (4) Common Stock The company maintains a stock option plan to provide long-term rewards and incentives to the company's key employees, officers, employee directors, consultants and advisors. The plan provides for either non-qualified stock options or incentive stock options for the issuance of up to 1,550,000 shares of common stock. The exercise price of the incentive stock options may not be less than the fair market value of the common stock on the date of grant, and the exercise price for non-qualified stock options shall be determined by the Stock Option Committee. Options granted under the plan generally become exercisable with respect to 25% of the total number of shares subject to such options at the end of each 12-month period following the grant of the options. At December 31, 1999, 549,194 options were outstanding under the company's 1993 Employee Stock Option Plan ("1993 Plan"). The purpose of these options is to provide long-term rewards and incentives to the company's key employees and officers. 87,500 options were issued, no options were exercised, and 39,750 options expired in the first nine months of 2000 under the 1993 Plan. At September 30, 2000, 596,944 options were outstanding under the plan. 7
Through July 15, 1998, the company maintained a stock option plan covering non-employee directors (the "1993 Director Plan"). Effective July 15, 1998, with the formation of the 1998 Director Stock Option Incentive Plan ("1998 Director Plan"), the 1993 Director Plan was frozen. The 1993 Director Plan provided for options for the issuance of up to 110,000 shares of common stock. On July 1 of each year, each individual who at the time was serving as a non-employee director of the company received an automatic grant of options to purchase 2,500 shares of common stock. These options became exercisable in full six months after the date of grant and will expire ten years from the date of grant. The exercise price was the fair market value of the common stock on the date of grant. At September 30, 2000, 55,000 options were outstanding under the 1993 Director Plan. Effective July 15, 1998, the company adopted the 1998 Director Stock Option Incentive Plan ("1998 Director Plan") for the benefit of non-employee directors of the company. The 1998 Director Plan provides for options for the issuance of up to 150,000 shares of common stock. These options become exercisable in full six months after the date of grant and expire ten years from the date of grant. In connection with the adoption of the 1998 Director Plan, the 1993 Director Plan was discontinued; however, the options outstanding under the 1993 Director Plan were not affected by the adoption of the new plan. At September 30, 2000, 88,614 options were outstanding under the 1998 Director Plan. On April 18, 1998, the company adopted the 1998 Stock Purchase Plan which provides that all employees of the company - who work more than twenty hours per week and more than five months in any calendar year and who are employees on or before the applicable offering period - are eligible to participate. The Stock Purchase Plan is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986. Under the Stock Purchase Plan participants may have up to 10% of their base salaries withheld during the six month offering periods ending June 30 and December 31 for the purchase of the company's common stock at 85% of the lower of the market value of the common stock on the first or last day of the offering period. The Stock Purchase Plan provides for the issuance of up to 150,000 shares of common stock. (5) Earnings Per Share Basic earnings per share computations are based on the weighted average number of shares of common stock outstanding. Diluted earnings per share is based upon the weighted average of common shares and dilutive common stock equivalent shares outstanding during each period. The weighted average number of shares used to compute diluted income per share consisted of the following: 8
<TABLE> THREE MONTHS ENDED NINE MONTHS ENDED ------------------ ----------------- 09/30/00 09/30/99 9/30/2000 9/30/1999 ---------------- ---------------- ---------------- ---------------- <S> <C> <C> <C> <C> Weighted average common shares outstanding - basic 4,383,166 4,844,632 4,374,588 4,808,871 Weighted average common equivalent shares due to stock options 10,855 60,119 15,890 109,424 ---------------- ---------------- ---------------- ---------------- Weighted average common shares oustanding - diluted 4,394,021 4,904,751 4,390,478 4,918,295 ================ ================ ================ ================ </TABLE> Diluted weighted average shares outstanding for the three months ended September 30, 2000 and 1999 exclude 632,558 and 352,013 respectively, due to the fact that option prices were greater than the average market price of the common stock. (6) Segment Reporting The company has adopted Statement of Financial Accounting Standards No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION. The company is organized based on the nature of the products and services that it offers. Under this structure, the company produces products within two distinct segments: Protective Packaging and Specialty Applications. Within the Protective Packaging segment, the company primarily uses polyethylene and polyurethane foams, sheet plastics and pulp fiber to provide customers with cushion packaging for their products. Within the Specialty applications segment, the company primarily uses cross-linked polyethylene foam to provide customers in the automotive, athletic, leisure and health and beauty industries with engineered product for numerous purposes. The accounting policies of the segments are the same as those described in note 1 of the company's annual report on Form 10-K for the year ended December 31, 1999, as filed with the Securities and Exchange Commission. The company evaluates the performance of its operating segment based on net income. Inter-segment transactions are uncommon and not material. Therefore, they have not been separately reflected in the financial table below. The totals of the reportable segments' revenues and net income agree with the company's comparable amount contained in the audited financial statements. Revenues from customers outside of the United States are not material. No one customer accounts for more than 10% of the company's consolidated revenues. 9
<TABLE> <CAPTION> THREE MONTHS ENDED 9/30/00 THREE MONTHS ENDED 9/30/99 -------------------------- -------------------------- SPECIALTY PACKAGING TOTAL UFPT SPECIALTY PACKAGING TOTAL UFPT --------- --------- ---------- --------- --------- ---------- <S> <C> <C> <C> <C> <C> <C> Net sales $ 9,820,245 $ 9,077,947 $ 18,898,192 6,241,608 $ 8,197,981 $ 14,439,589 Net income (44,484) 264,620 220,136 (42,236) 342,697 300,461 </TABLE> <TABLE> <CAPTION> NINE MONTHS ENDED 9/30/00 NINE MONTHS ENDED 9/30/99 ------------------------- ------------------------- SPECIALTY PACKAGING TOTAL UFPT SPECIALTY PACKAGING TOTAL UFPT --------- --------- ---------- --------- --------- ---------- <S> <C> <C> <C> <C> <C> <C> Net sales $ 30,965,219 $ 25,632,467 $ 56,597,686 18,199,784 $ 24,610,159 $ 42,809,943 Net income 151,723 574,083 725,806 98,754 933,898 1,032,652 </TABLE> (7) Acquisition On January 14, 2000, the company acquired all of the outstanding common stock of Simco Industries, Inc., located in Roseville, Michigan, for approximately $5.8 million, including expenses. The transaction was financed primarily by utilizing the company's "acquisition" line of credit. Simco is a full service supplier of automotive trim components. In addition, they operate an automotive pattern making and tooling facility. Simco's 1999 sales were approximately $13 million. Simco's operations are included in the consolidated results of the company from the date of acquisition. The transaction was accounted for as a purchase in accordance with Accounting Principles Board (APB) Opinion No. 16, BUSINESS COMBINATIONS. In accordance with APB No. 16, the company allocated the purchase price of Simco based on the fair value of the net assets acquired and liabilities assumed. The allocation of the purchase price has not been finalized; however, the company does not expect any material changes. Goodwill of approximately $4.2 million resulting from the acquisition of Simco is being amortized over 20 years. * * * ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SALES Net sales for the three-month period ended September 30, 2000, were $18.9 million or 31% above sales of $14.4 million in the same period last year. Sales for the nine-month period ended September 30, 2000, increased 32% to $56.6 million from $42.8 million last year. The increases in sales are attributable to sales growth within the company's specialty segment primarily due to the acquisition of Simco Industries in January 2000. GROSS PROFIT Gross profit as a percentage of sales (gross margin) decreased in both the three- and nine-month periods ended September 30, 2000, over the respective periods last year. Gross margins for the three-month periods ended September 30, 2000 and 1999, were 23.4% and 24.4%, respectively. Gross margins were 23.5% and 24.9% for the respective nine-month periods. The decreases in gross margin are 10
attributable to the company's continued investment in programs within the specialty products segment, including its acquisition of Simco who operated at lower gross margins than the company's historical average. Management has steadily improved gross margins at Simco, and is striving to continue improving gross margins as it progresses in its integration/turnaround efforts. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, General and Administrative expenses ("SG&A") were $3.7 million, or 19.5% of sales, for the three-month period ended September 30, 2000, compared to $2.9 million, or 19.8% of sales, in the same period a year ago. For the nine-month period ended September 30, 2000, SG&A expenses were $11.0 million, or 19.5% of sales, compared to $8.4 million, or 19.7% of sales, in the same period a year ago. The increases in SG&A dollars primarily result from the acquisition of Simco. The improvements in SG&A as a percentage of sales result from economies of scale achieved with sales growth. OTHER Interest expense for the three-month period ended September 30, 2000, increased to $331,000 from $163,000 in the comparable last year period. For the nine-month period ended September 30, 2000, interest expense increased to $924,000 from $476,000 for the same period last year. The increase in both periods is primarily due to higher average borrowings due to the financing of the acquisition of Simco as well as rising interest rates. The company's effective tax rates for the three and nine-month periods ended September 30, 2000, were approximately 45.0% compared to approximately 40.0% for the respective periods last year. The increases in the effective tax rate are due to non-deductible goodwill associated with the acquisition of Simco. LIQUIDITY AND CAPITAL RESOURCES The company funds its operating expenses, capital requirements, and growth plan through internally generated cash, bank credit facilities, and long-term capital leases. At September 30, 2000 and December 31, 1999, the company's working capital was approximately $4.2 million and $3.5 million, respectively. During the nine-month period ended September 30, 2000, operations provided cash of $195,000 compared to $19,000 in the same period last year. The increase in cash is primarily a result of improved earnings before interest, taxes and depreciation and amortization ("EBITDA"). Cash used for investing activities of $7.0 million primarily reflects the acquisition of Simco Industries, Inc. as well as purchases of machinery and equipment for production purposes. Net cash provided by financing activities for the nine-month period ended September 30, 2000, was approximately $6.5 million compared to approximately $1.5 million in the same period last year. The primary reason for the increase is the financing of the acquisition of Simco. While the company does not have any significant capital commitments, it intends to continue to invest in capital equipment to support its operations. The company is also engaged in discussions 11
with certain parties regarding potential strategic acquisitions, but presently does not have any agreements to enter into any such acquisitions. The company intends to fund any such acquisitions with working capital and bank financing. The company has an $8 million revolving bank loan facility, of which $6.5 million was outstanding on September 30, 2000. Borrowings through this credit facility are unsecured, and bear interest at LIBOR plus a variable spread that ranges from 1.25% to 2.0%, or prime. In addition the company has a $10 million acquisition line of credit of which $8.2 million outstanding at September 30, 2000. At September 30, 2000, the company had capital lease obligations and other notes payable of approximately $1.0 million and $523,000, respectively. At September 30, 2000, the current portion of all debt, including the revolving bank loan, was approximately $7.3 million. The company believes that its existing resources, including its revolving loan facility and acquisition line of credit, together with cash generated from operations and funds expected to be available to it through any necessary equipment financing and additional bank borrowings, will be sufficient to fund its cash flow requirements through at least the next twelve months. However, there can be no assurances that such financing will be available at favorable terms, if at all. ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The following discussion of the company's market risk includes "forward-looking statements" that involve risk and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. Market risk represents the risk of changes in value of a financial instrument caused by fluctuations in interest rates, foreign exchange rates, and equity prices. At September 30, 2000, the company's cash and cash equivalents consisted of bank accounts in U.S. dollars, and their valuation would not be affected by market risk. The company has debt instruments where interest is based upon the prime rate and, therefore, future operations could be affected by interest rate changes; however, the company believes that the market risk of the debt is minimal. 12
PART II - OTHER INFORMATION UFP TECHNOLOGIES, INC. Item 1 Legal Proceedings No material litigation Item 2 Changes in Securities None Item 3 Defaults Upon Senior Securities None Item 4 Other Information None Item 5 Exhibits and Reports on Forms 8-K (a) Exhibits furnished: (27) Financial Data Schedule (b) Reports on Form 8-K: The company did not file a Current Report on Form 8-K during the quarter ended September 30, 2000. 13
UFP TECHNOLOGIES, 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. UFP TECHNOLOGIES, INC. (Registrant) /s/ November 14, 2000 /s/ R. Jeffrey Bailly - ---------------------------------- ---------------------------------------- Date R. Jeffrey Bailly President, Chief Executive Officer and Director /s/ November 14, 2000 /s/ Ronald J. Lataille - ---------------------------------- ---------------------------------------- Date Ronald J. Lataille Vice President, Chief Financial Officer & Treasurer 14