UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
Amendment No. 12
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________to______________________
Commission File No. 1-3560
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P. H. GLATFELTER COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-0628360
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
228 SOUTH MAIN STREET, SPRING GROVE, PENNSYLVANIA 17362
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(717) 225-4711
--------------
(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[ ].
Shares of Common Stock outstanding at May 12, 1999 were 42,157,784.
P. H. GLATFELTER COMPANY
INDEX
Note: This quarterly report is being refiled to incorporate signature page.
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
PART II - OTHER INFORMATION
ITEM 6.(a) EXHIBIT 27 - FINANCIAL DATA SCHEDULE
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This discussion and analysis contains forward-looking statements. See
"Cautionary Statement" set forth in Item 5.
Effective January 2, 1998, the Registrant acquired all of the outstanding common
stock of S&H Papier-Holding GmbH ("S&H"), the specialty paper division of the
Schoeller and Hoesch Group, for DM 268,900,000 (approximately $150,000,000) in
cash. The purchase price was finalized in the fourth quarter of 1998. The
Registrant accounted for the S&H acquisition under the purchase method of
accounting, and S&H was consolidated with the Registrant beginning in January
1998.
RESULTS OF OPERATIONS
A summary of the period-to-period changes in the principal items included in the
Condensed Consolidated Statements of Income is shown below.
Comparison of
Three Months Ended
March 31, 1999 and
March 31, 1998
----------------------
Increase (Decrease)
(dollars in thousands)
Net sales (27,370) (14.2)%
Other income - net (65) (1.8)%
Cost of products sold (14,124) (9.3)%
Selling, general and
administrative expenses 363 2.8%
Interest on debt - net (1,633) (25.4)%
Income tax provision (4,854) (50.4)%
Net income (7,187) (46.9)%
NET SALES
Worldwide net sales decreased $27,370,000, or 14.2%, for the first quarter of
1999 compared to the first quarter of 1998. This decrease was a result of a
decreased average net selling price per ton as well as relatively weak demand.
The Registrant classifies its sales into two product groups: specialized
printing papers and engineered papers. Total net sales of specialized printing
papers decreased by 18.6% in the first quarter of 1999 compared to the first
quarter of 1998 as the impact of an 8.1% decrease in net sales volume was
compounded by an 11.5% decrease in average net selling prices.
The decreased sales volume of specialized printing papers was largely due to
weaker demand for many of the Registrant's products in the first quarter of 1999
compared to the first quarter of 1998. The Registrant lost approximately 3,000
tons, or approximately 2%, of its volume due to lack of orders early in the
first quarter of 1999 compared to a loss of 1,000 tons, or approximately 1%, in
the first quarter of 1998. In addition, the Registrant completed the
installation of inclined wire technology on an existing paper machine. This
installation in Gernsbach, Germany allowed the Registrant to transfer some of
its production capacity previously dedicated to specialized printing papers to
more profitable engineered papers.
Although sales volume of the Registrant's specialized printing papers decreased
in the first quarter of 1999 compared to the first quarter of 1998, demand for
such products considerably improved throughout the first quarter of 1999. To
date in the second quarter of 1999, the Registrant has not taken significant
market-related downtime related to its specialized printing papers operations.
The Registrant expects that demand for its specialized printing papers will
remain relatively strong for the remainder of 1999 and does not anticipate the
need for market-related downtime at any of its specialized printing papers
production facilities in the near future.
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In February 1999, the Registrant announced a price increase for its envelope
papers. This price increase was fully implemented by the middle of April. Based
upon the assumption of continued strong demand for the remainder of 1999, the
Registrant believes that modest price increases may be implemented on certain of
its specialized printing papers later this year.
Net sales of engineered papers for the three months ended March 31, 1999 were
$9,395,000 lower than in the corresponding 1998 period. This decrease was
primarily the result of pricing and demand erosion for the Registrant's tobacco
papers.
Net sales of the Registrant's engineered papers, excluding tobacco papers,
increased by a modest 0.3% in the first quarter of 1999 versus the first quarter
of 1998. A decrease in net average selling prices of 9.3% was more than offset
by an increase in net sales volume of 10.6%. Volume increased due to a variety
of factors, including the transfer of production capacity from certain grades of
less profitable specialized printing papers to engineered papers. In addition,
the Registrant is selling certain new grades of engineered papers that had not
yet developed in the first quarter of 1998. Despite these increases in volume,
average selling prices were 9.3% lower in the first quarter of 1999 versus the
first quarter of 1998. The average net selling price decrease was largely due to
a mix of products sold with lower average selling prices within this product
group as pricing remained relatively steady.
The Registrant continues to strive to improve its overall product mix by
concentrating its efforts on maximizing sales of more profitable engineered
papers. As noted above, installation of inclined wire technology will allow it
to produce more profitable engineered papers, including tea bag, porous plug
wrap and overlay papers. In addition, its Spring Grove, Pennsylvania facility
continues to pursue aggressively the development and marketing of new engineered
paper products produced with its gravure coater and expects that this new piece
of equipment will have an increasing positive impact on its future results of
operations.
Net sales of tobacco papers declined in the first quarter of 1999 compared to
the first quarter of 1998 by 21.9% as net sales volume decreased by 14.7% and
average net selling prices declined by 8.4%.
Volume and pricing for tobacco papers were lower in the first quarter of 1999 in
the U.S. and international markets as compared to the first quarter of 1998. The
Registrant has finalized the negotiations of supplier contracts with most of its
customers which resulted in pricing concessions. The Registrant does not expect
its tobacco papers business to show significant recovery in the foreseeable
future due to worldwide production overcapacity. The Registrant expects a modest
increase in demand for its products overseas, as the global economy recovers,
especially in Asia and Russia. Such increase will largely be offset by a
decrease in U.S. tobacco paper demand. The Registrant has taken aggressive steps
to remove costs from its tobacco papers operations.
OTHER INCOME - NET
The Registrant's other income - net decreased $65,000, or 1.8%, for the first
quarter of 1999 compared to the corresponding period of 1998. Interest on
investments and other - net was $1,158,000 lower for the first three months of
1999 versus the first three months of 1998. During the first quarter of 1998,
the Registrant recognized interest income on $150,000,000 held in a defeasance
trust which was ultimately used to repay in full principal and interest on its
5-7/8% Notes on March 1, 1998. No such trust interest income was recognized in
the first quarter of 1999.
Largely offsetting this decrease was a gain resulting from the sale of a tract
of timberland located in Delaware. From time to time the Registrant divests of
certain tracts of its timberlands such as this as it is offered attractive
prices. The Registrant does not actively solicit the sale of its timberlands so
as to maintain its own sources of raw materials. No significant land sales
occurred in the first quarter of 1998.
13
COST OF PRODUCTS SOLD
The Registrant's cost of products sold decreased by $14,124,000, or 9.3%, in the
first three months of 1999 versus the first three months of 1998. This was
primarily a result of lower production volumes due to the weaker demand for the
Registrant's products in the first quarter of 1999 versus first quarter of 1998.
The cost of products sold per ton was down 3.2% over this same period. The
Registrant has seen prices for its principal raw material, market pulp, decrease
over the past four quarters thereby reducing its cost of products sold per ton
in the first quarter of 1999 versus the same quarter of 1998. In addition, as
outlined below under the heading, "Early Retirement Program and Other Cost
Control Measures," the Registrant has taken initiatives to remove costs from its
business which have also had a positive impact in reducing its cost of products
sold per ton.
Although the cost of products sold per ton decreased, the average net selling
price per ton also decreased, resulting in a decrease in gross margin per ton of
27.9% in the first quarter of 1999 compared to the first quarter of 1998.
The Registrant expects that over the last three quarters of 1999, market pulp
prices will increase modestly. Since pricing for certain of the Registrant's
products typically follows that of market pulp, the Registrant also expects
corresponding improved pricing for such products.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
The Registrant's selling, general and administrative expenses for the first
quarter of 1999 were $363,000, or 2.8% higher than for the comparable period of
1998 largely due to increased legal and professional expenses.
INTEREST ON DEBT - NET
The Registrant's interest on debt - net decreased by $1,633,000, or 25.4%, for
the three months ended March 31, 1999 versus the comparable period of 1998. On
March 1, 1998, $150,000,000 principal amount of the Registrant's 5-7/8% Notes
matured and were retired. As a result, the average borrowings in the first
quarter of 1999 were lower than the first quarter of 1998, resulting in the
lower interest on debt - net.
INCOME TAX PROVISION
The Registrant's income tax provision decreased by $4,854,000, or 50.4%, for the
first quarter of 1999 versus the first quarter of 1998. The decrease was almost
entirely due to the reduction of net income in 1999 versus 1998.
FINANCIAL CONDITION
LIQUIDITY
Cash and cash equivalents decreased by $2,675,000 during the first three months
of 1999. Net cash provided by operating activities of $10,670,000 was more than
offset by cash used in investing activities of $4,963,000 and financing
activities of $8,002,000. Significant cash activities during the first three
months of 1999 included the payment of $7,365,000 of dividends and $5,914,000
for plant, equipment and timberlands.
To finance the acquisition of S&H, on December 22, 1997, the Registrant entered
into a $200,000,000 multi-currency revolving credit facility ("Revolving Credit
Facility") with a syndicate of major lending institutions. The Revolving Credit
Facility enables the Registrant to borrow up to the equivalent of $200,000,000
in certain currencies in the form of revolving credit loans with a final
maturity date of December 22, 2002 and with interest periods determined, at the
Registrant's option, on a daily or one to six-month basis. Interest on the
revolving credit loans is at variable rates based, at the Registrant's option,
on the Eurocurrency Rate or the Base Rate (lender's prime rate), plus applicable
margins. Margins are based on the higher of the Registrant's debt ratings as
14
published by Standard & Poor's and Moody's. As of March 31, 1999, the
Registrant's outstanding borrowings were DM 282,200,000 (approximately
$155,100,000) under the Revolving Credit Facility.
To offset some of the variable rate characteristics of the total borrowing under
the Revolving Credit Facility, effective in January 1998, the Registrant entered
into two interest rate swap agreements, each having total notional principal
amounts of DM 52,600,000 (approximately $28,868,000 as of March 31, 1999). Under
the agreements, the Registrant pays fixed rates of 4.18% and 4.45% for periods
of two and three years, respectively, and receives a floating rate of the
six-month DM London Interbank Offered Rate ("LIBOR"). The composite six-month DM
LIBOR applicable for the first half of 1999 is approximately 3.3%. The
Registrant recognized net interest expense of $329,000 in the first quarter of
1999 related to these agreements.
In January 1999, the Registrant entered into two additional interest rate swap
agreements, each having a total notional principal amount of DM 50,000,000
(approximately $27,500,000 as of March 31, 1999). Under one agreement, which was
effective April 6, 1999, the Registrant receives a floating rate of the DM LIBOR
plus twenty basis points, which is 3.2% for the first three months of the
agreement, and pays a fixed rate of 3.4075% for the term of the agreement. Under
the second agreement, which is effective July 6, 1999, the Registrant will
receive a floating rate, which is also the DM LIBOR plus twenty basis points,
and will pay a fixed rate of 3.425% for the term of the agreement. These
agreements convert a portion of the Registrant's borrowings under its Revolving
Credit Facility from a floating rate to a fixed rate basis.
The Registrant has other various interest rate swap agreements outstanding,
which did not have a material impact on the Registrant's consolidated financial
statements. Although the Registrant can pay to terminate any of its swap
agreements at any time, the Registrant intends to hold all of its swap
agreements until their maturities.
On July 22, 1997, the Registrant issued $150,000,000 principal amount of 6-7/8%
Notes due July 15, 2007. The 6-7/8% Notes are redeemable, in whole or in part,
at the option of the Registrant at any time at a calculated redemption price
plus accrued and unpaid interest to the date of redemption. The 6-7/8% Notes are
unsecured and unsubordinated indebtedness of the Registrant. Interest on the
Notes is payable semiannually on January 15 and July 15.
The Registrant expects to meet all its near and long-term cash needs from a
combination of internally generated funds, cash, cash equivalents, marketable
securities, the Revolving Credit Facility or other bank lines of credit and, if
prudent, other long-term debt.
INTEREST RATE RISK
The Registrant uses its Revolving Credit Facility and 6-7/8% Notes to finance a
significant portion of its operations. These on-balance sheet financial
instruments, to the extent they provide for variable rates of interest, expose
the Registrant to interest rate risk resulting from changes in the DM LIBOR. The
Registrant uses off-balance sheet interest rate swap agreements to partially
hedge interest rate exposure associated with on-balance sheet financial
instruments. All of the Registrant's derivative financial instrument
transactions are entered into for non-trading purposes.
To the extent that the Registrant's financial instruments expose the Registrant
to interest rate risk and market risk, they are presented in the table below.
The table presents principal cash flows and related interest rates by year of
maturity for the Registrant's Revolving Credit Facility and Notes as of March
31, 1999. For interest rate swap agreements, the table presents notional amounts
and the related reference interest rates by year of maturity. Fair values
included herein have been determined based upon (1) rates currently available to
the Registrant for debt with similar terms and remaining maturities, and (2)
estimates obtained from dealers to settle interest rate swap agreements.
15
Year of Maturity
----------------------------------------------------------------
(dollar amounts in thousands)
Total
Due at Fair Value at
1999 2000 2001 2002 2003 Thereafter Maturity 3/31/99
-------- -------- -------- -------- ------- ---------- --------- ----------
Debt:
Fixed rate principal $ 1,983 $ 1,660 $ 1,660 $ 1,481 $ 1,302 $151,555 $ 159,641 $158,828
Average interest rate 6.85% 6.85% 6.85% 6.86% 6.87% 6.87%
Variable rate principal $ -- $ -- $ -- $155,055 $ -- $ -- $ 155,055 $155,055
Average interest rate 3.71% 3.53% 3.30% 3.30% -- --
Interest rate swap agreements:
Variable to fixed swaps
principal amount $ 3,529 $ 33,324 $ 28,902 $ 54,945 $ -- $ -- $ 120,700 $ (990)
Average pay rate 4.39% 4.09% 3.84% 3.42% -- --
Average receive rate 3.43% 3.35% 3.25% 3.25% -- --
CAPITAL RESOURCES
The Registrant invested $5,914,000 in capital expenditures for the first three
months of 1999 compared to $9,818,000 for the first three months of 1998. The
Registrant estimates a total of approximately $34,000,000 will be spent on
capital projects during 1999, approximately 15% less than 1998.
ENVIRONMENTAL MATTERS
The Registrant is subject to loss contingencies resulting from regulation by
various federal, state, local and foreign governmental authorities with respect
to the environmental impact of air and water emissions and noise from its mills,
as well as its disposal of solid waste generated by its operations. To comply
with environmental laws and regulations, the Registrant has incurred substantial
capital and operating expenditures over the past several years. During 1998,
1997 and 1996, the Registrant incurred approximately $17,700,000, $14,800,000
and $15,200,000, respectively, in operating costs related to complying with
environmental laws and regulations. The Registrant anticipates that
environmental regulation of the Registrant's operations will continue to become
more burdensome and that capital and operating expenditures will continue, and
perhaps increase, in the future. In addition, the Registrant may incur
obligations to remove or mitigate any adverse effects on the environment
resulting from its operations, including the restoration of natural resources,
and liability for personal injury and damage to property, including natural
resources. In particular, the Registrant continues to negotiate with the State
of Wisconsin and the United States regarding natural resources damages and
response costs related to the discharge of polychlorinated biphenyls ("PCBs")
and other hazardous substances in the lower Fox River, on which the Registrant's
Neenah mill is located. The cost of such damages and response costs is presently
unknown but could be substantial and perhaps exceed the Registrant's available
resources as discussed in Note 7 to the Registrant's condensed consolidated
financial statements. Management's current assessment, after consultation with
legal counsel, is that such expenditures are not likely to have a material
adverse effect on the Registrant's consolidated financial condition or
liquidity, but could have a material adverse effect on the Registrant's
consolidated results of operations in a given year; however, there can be no
assurance that the Registrant's reserves will be adequate or that a material
adverse effect on the Registrant's consolidated financial condition or liquidity
will not occur at some future time.
ENVIRONMENTAL ACHIEVEMENTS
On April 20, 1999, the Registrant announced that its Spring Grove mill was the
first pulp and paper mill in the United States to achieve ISO 14001
certification for its environmental management system and its commitment to
environmental excellence. ISO 14001 requires that an organization have an
environmental policy that includes commitments to prevention of pollution,
compliance with environmental laws and regulations and continual improvements in
its environmental management system. As a part of maintaining its certification,
the mill's environmental management system will be audited by a third party on
an ongoing, periodic basis. The Registrant's Gernsbach, Germany facility is also
ISO 14001
16
certified. The Registrant plans to achieve ISO 14001 certification at all of its
other mills by 2001.
Also on April 20, 1999, the Registrant announced its New Century Project. The
New Century Project is a commitment by the Registrant to participate in the
EPA's Advanced Technology Incentive Program under the Cluster Rules at its
Spring Grove mill. This project will include a capital investment of
approximately $32,000,000 over the next six years. As a result of this capital
investment, the Registrant expects to eliminate the use of elemental chlorine in
its bleaching process, reduce odor emissions and improve water quality. The New
Century Project demonstrates the Registrant's commitment to minimizing its
impact on natural resources.
EARLY RETIREMENT PROGRAM AND OTHER COST CONTROL MEASURES
During the second quarter of 1998, the Registrant announced a Voluntary Early
Retirement Enhancement Program ("VEREP") to certain of its salaried employees.
The Registrant recognized one-time charges for this VEREP in the third and
fourth quarters of 1998. During the first quarter of 1999, the Registrant
estimates that it realized $1,700,000 of pre-tax cost savings as a result of the
VEREP. When fully implemented by the third quarter of 1999, the Registrant
expects to realize a favorable impact on its cost structure of approximately
$2,100,000 per quarter.
Early in 1999, the Registrant announced its intention to eliminate approximately
45 hourly positions by the end of 1999 at its Spring Grove mill. When these job
eliminations are completed, the Registrant expects to realize annual pre-tax
cost savings of approximately $2,500,000. The Registrant currently employs
approximately 750 hourly employees at this location.
The Registrant's procurement function has undertaken initiatives to reduce costs
for certain purchased products and services. In addition, the Registrant is
reevaluating its target inventory levels for maintenance supplies and raw
materials, renegotiating certain freight contracts and critically reviewing its
needs for routine outside contracting work. The Registrant expects to achieve
significant cost savings as a result of these initiatives.
YEAR 2000 READINESS DISCLOSURE
The Registrant continues to make progress and, with the exception of some
isolated systems at its Neenah mill, has achieved Year 2000 compliance for its
mission critical systems. The Registrant expects to achieve Year 2000 compliance
on its non-critical systems by the end of the second quarter of 1999.
The Registrant has information technology systems and non-information
technology systems. The Registrant's information technology systems include both
internally and externally developed business systems. Nearly all of the
Registrant's business systems have been developed internally. Non-information
technology systems include computer process control equipment as well as
embedded technology, such as micro-controllers, which are critical to the
operation of production equipment and facilities.
The Registrant's three-phase approach to achieve its internal Year 2000
compliance includes an inventory phase, an assessment phase and a modifications
and testing phase. The Registrant has completed the inventory phase for all of
its information technology and non-information technology systems. The
Registrant has also completed both the assessment phase and modifications and
testing phase for substantially all of its systems with the exception of a small
number of non-critical systems which should be completed by the end of the
second quarter of 1999. In addition, the assessment, modification and testing of
some isolated critical systems at the Neenah mill will not occur until the third
quarter of 1999. This delay is due to the desire to coincide any machine
downtime required to meet Year 2000 compliance with planned maintenance downtime
to minimize disruption to the operation of the mill.
The Registrant has used internal information technology personnel almost
exclusively to inventory, assess, modify and test existing systems and has
primarily incurred only normal wage, benefit and related costs for its normal
complement of information technology personnel. The Registrant expensed
17
approximately $634,000 and $125,000 during 1998 and 1997, respectively, in such
costs supporting its Year 2000 compliance efforts. The Registrant estimates it
will incur $700,000 for these internal costs during 1999 to complete its Year
2000 efforts.
The Registrant's use of its own information technology personnel to make its
systems Year 2000 compliant has and will continue to delay some other strategic
information systems development and implementation which would have otherwise
benefited the Registrant in various ways and to various extents. The Registrant
does not believe that it will be at a competitive disadvantage as a result of
these delays.
To date, the Registrant has made minor capital expenditures to replace certain
systems or equipment which were not Year 2000 compliant. The Registrant incurred
approximately $70,000 in capital related costs during the first quarter of 1999
to achieve Year 2000 compliance of its information and non-information
technology systems. The Registrant estimates an additional $190,000 in capital
costs will be incurred during the balance of 1999 related to Year 2000
compliance.
The Registrant relies significantly on selected key vendors of raw materials,
energy, telecommunications and other vital services. The Registrant also
generates significant revenues from various key customers. The Registrant
continues its efforts in addressing Year 2000 compliance by key third parties by
making inquiries to all such third parties and assessing the responses received.
Inquiries have been sent to all identified key third parties. To date, the
Registrant has received the vast majority of responses and no significant issues
have been discovered. The Registrant hopes to have received and assessed all
remaining responses by the end of the second quarter of 1999.
A contingency planning team, made up of key personnel from its corporate
operations as well as its operating locations, is meeting regularly to assess
current disaster recovery procedures as well as to assess and prioritize risks
relating to Year 2000 noncompliance by its key vendors and customers. This team
expects to have a complete plan in place by October 1999. Contingency planning
for those critical systems which are subject to higher risk will be addressed
prior to this date. Despite such contingency plans, it is reasonably possible
that, in the worst case, some of the Registrant's key vendors or customers could
experience operational interruptions as a result of non-compliance of their
systems. As a result, the Registrant may be forced to interrupt the operation of
one or more of its mills or be required to increase its costs or decrease its
selling prices to remain operational. In such an event, the Registrant's
business and results of operations could be materially adversely affected.
SUBSEQUENT EVENT
The January 2, 1998 acquisition of S&H included a 50% controlling ownership
interest in Papeteries de Cascadec S.A. ("Cascadec"), a French company, along
with the right to acquire the remaining 50% at a future time. The Registrant had
expected to exercise this option in the first quarter of 1999 but did not
receive final approval from the European cartel authorities until April 1, 1999.
On April 9, 1999, the Registrant completed the exercise of its option and
purchased the remaining 50% of Cascadec for FF 45,181,233 (approximately
$7,400,000). As of March 31, 1999 and December 31, 1998, a minority interest of
$9,842,000 and $10,032,000, respectively, associated with Cascadec is classified
as "Other long-term liabilities" on the Registrant's Condensed Consolidated
Balance Sheets. The excess of the minority interest balance over the amount paid
for Cascadec will be recognized in earnings in future years.
PART II - OTHER INFORMATION
ITEM 6.(a) EXHIBIT 27 - FINANCIAL DATA SCHEDULE
18
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
P. H. GLATFELTER COMPANY
Date: June 24, 1999 /s/ R.P. NEWCOMER
-------------------------------------
R. P. Newcomer
Executive Vice President
and Chief Financial Officer
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