|
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
|
20-5657551
|
(State or other jurisdiction of
incorporation of organization)
|
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
|
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x
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Page
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Condensed Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015
|
|
|
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Condensed Consolidated Statements of Operations for the Three-Month Periods Ended March 31, 2016 and 2015
|
|
|
|
|
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Condensed Consolidated Statements of Comprehensive Income (loss) for the Three-Month Periods Ended March 31, 2016 and 2015
|
|
|
|
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Condensed Consolidated Statements of Cash Flows for the Three-Month Periods Ended March 31, 2016 and 2015
|
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|
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|
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Notes to Condensed Consolidated Financial Statements
|
|
|
|
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|
|
|
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||
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March 31,
2016 |
|
December 31,
2015 |
||||
|
|
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
9,383
|
|
|
$
|
21,684
|
|
Restricted cash
|
|
2,000
|
|
|
—
|
|
||
Marketable securities
|
|
14
|
|
|
19
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $1,687 and $1,772, respectively
|
|
26,546
|
|
|
23,060
|
|
||
Inventories
|
|
1,436
|
|
|
1,653
|
|
||
Prepaid expenses and other current assets
|
|
2,960
|
|
|
3,889
|
|
||
Prepaid income taxes
|
|
2,415
|
|
|
1,857
|
|
||
Deferred income taxes
|
|
1,239
|
|
|
239
|
|
||
Total current assets
|
|
45,993
|
|
|
52,401
|
|
||
Property and equipment, net of accumulated depreciation of $23,921 and $23,414, respectively
|
|
11,568
|
|
|
12,001
|
|
||
Goodwill
|
|
2,116
|
|
|
2,116
|
|
||
Other intangible assets, net of accumulated amortization of $7,886 and $7,452, respectively
|
|
6,748
|
|
|
7,144
|
|
||
Deferred income taxes
|
|
—
|
|
|
992
|
|
||
Restricted cash
|
|
5,020
|
|
|
—
|
|
||
Other assets
|
|
1,334
|
|
|
1,357
|
|
||
Total assets
|
|
$
|
72,779
|
|
|
$
|
76,011
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
8,615
|
|
|
8,942
|
|
||
Accrued liabilities:
|
|
|
|
|
||||
Employee compensation
|
|
1,620
|
|
|
1,645
|
|
||
Other accrued liabilities
|
|
4,964
|
|
|
5,949
|
|
||
Total current liabilities
|
|
15,199
|
|
|
16,536
|
|
||
Other liabilities
|
|
510
|
|
|
501
|
|
||
Total liabilities
|
|
15,709
|
|
|
17,037
|
|
||
Commitments and Contingencies
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Common stock, $.01 par value, 40,000,000 shares authorized, 23,539,342 and 23,419,008 shares issued, and 23,257,804, and 23,167,216 shares outstanding, respectively
|
|
235
|
|
|
234
|
|
||
Additional paid-in capital
|
|
135,753
|
|
|
135,394
|
|
||
Accumulated deficit
|
|
(76,769
|
)
|
|
(74,132
|
)
|
||
Accumulated other comprehensive loss
|
|
(1,130
|
)
|
|
(1,556
|
)
|
||
Nil coupon perpetual loan notes
|
|
76
|
|
|
76
|
|
||
Treasury stock, at cost
|
|
(1,095
|
)
|
|
(1,042
|
)
|
||
Total shareholders’ equity
|
|
57,070
|
|
|
58,974
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
72,779
|
|
|
$
|
76,011
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Revenues
|
|
$
|
17,822
|
|
|
$
|
15,103
|
|
Costs and expenses:
|
|
|
|
|
||||
Cost of sales
|
|
11,774
|
|
|
8,437
|
|
||
Selling, general and administrative
|
|
7,479
|
|
|
8,203
|
|
||
Research and development
|
|
1,158
|
|
|
872
|
|
||
|
|
20,411
|
|
|
17,512
|
|
||
Operating (loss)
|
|
(2,589
|
)
|
|
(2,409
|
)
|
||
Interest expense
|
|
—
|
|
|
(27
|
)
|
||
Interest income
|
|
10
|
|
|
7
|
|
||
Other expense
|
|
(263
|
)
|
|
(96
|
)
|
||
(Loss) before income taxes
|
|
(2,842
|
)
|
|
(2,525
|
)
|
||
Income tax benefit
|
|
205
|
|
|
871
|
|
||
Net (loss)
|
|
$
|
(2,637
|
)
|
|
$
|
(1,654
|
)
|
Net (loss) per common share:
|
|
|
|
|
||||
Basic
|
|
$
|
(0.11
|
)
|
|
$
|
(0.07
|
)
|
Diluted
|
|
$
|
(0.11
|
)
|
|
$
|
(0.07
|
)
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
||||
Basic
|
|
23,184,000
|
|
|
22,927,000
|
|
||
Diluted
|
|
23,184,000
|
|
|
22,927,000
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Net (loss)
|
|
$
|
(2,637
|
)
|
|
$
|
(1,654
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
429
|
|
|
(161
|
)
|
||
Unrealized (losses) from marketable securities, net of tax
|
|
(3
|
)
|
|
—
|
|
||
Total other comprehensive income (loss)
|
|
426
|
|
|
(161
|
)
|
||
Comprehensive (loss)
|
|
$
|
(2,211
|
)
|
|
$
|
(1,815
|
)
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Operating Activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(2,637
|
)
|
|
$
|
(1,654
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
|
||||
Depreciation
|
|
486
|
|
|
520
|
|
||
Amortization
|
|
434
|
|
|
543
|
|
||
Loss (Gain) on disposal of equipment
|
|
1
|
|
|
(25
|
)
|
||
Allowance for doubtful accounts
|
|
(99
|
)
|
|
10
|
|
||
Deferred income taxes
|
|
(99
|
)
|
|
(226
|
)
|
||
Stock-based compensation
|
|
461
|
|
|
272
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(3,331
|
)
|
|
4,882
|
|
||
Inventories
|
|
219
|
|
|
(536
|
)
|
||
Prepaid expenses, other current assets and other non-current assets
|
|
597
|
|
|
(35
|
)
|
||
Accounts payable
|
|
(377
|
)
|
|
(937
|
)
|
||
Accrued liabilities and other non-current liabilities
|
|
(1,243
|
)
|
|
(1,699
|
)
|
||
Net cash (used in) provided by operating activities
|
|
(5,588
|
)
|
|
1,115
|
|
||
Investing Activities
|
|
|
|
|
||||
Purchases of property, equipment and patents
|
|
(91
|
)
|
|
(276
|
)
|
||
Proceeds from the sale of equipment
|
|
1
|
|
|
25
|
|
||
Net cash (used in) investing activities
|
|
(90
|
)
|
|
(251
|
)
|
||
Financing Activities
|
|
|
|
|
||||
Change in restricted cash
|
|
(7,020
|
)
|
|
—
|
|
||
Payments on short-term borrowings
|
|
—
|
|
|
(815
|
)
|
||
Treasury shares withheld
|
|
(53
|
)
|
|
(173
|
)
|
||
Net cash (used in) financing activities
|
|
(7,073
|
)
|
|
(988
|
)
|
||
Effect of exchange rate fluctuations on cash
|
|
450
|
|
|
(203
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(12,301
|
)
|
|
(327
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
21,684
|
|
|
18,637
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
9,383
|
|
|
$
|
18,310
|
|
|
|
Three Months Ended
|
|||||
|
|
March 31,
|
|||||
|
|
2016
|
2015
|
||||
Foreign currency translation
|
|
|
|
||||
Balance at beginning of period
|
|
$
|
(1,568
|
)
|
$
|
(471
|
)
|
Other comprehensive loss:
|
|
|
|
||||
Foreign currency translation adjustments (1)
|
|
429
|
|
(161
|
)
|
||
Balance at end of period
|
|
$
|
(1,139
|
)
|
$
|
(632
|
)
|
Available-for-sale marketable securities
|
|
|
|
||||
Balance at beginning of period
|
|
$
|
12
|
|
$
|
23
|
|
Other comprehensive income:
|
|
|
|
||||
Net unrealized holding (loss) gain (2)
|
|
(3
|
)
|
—
|
|
||
Deferred income taxes (2)
|
|
—
|
|
—
|
|
||
Total other comprehensive (loss) income
|
|
(3
|
)
|
—
|
|
||
Balance at end of period
|
|
$
|
9
|
|
$
|
23
|
|
Total accumulated other comprehensive loss
|
|
$
|
(1,130
|
)
|
$
|
(609
|
)
|
(1)
|
In all periods presented, there were no tax impacts related to rate changes and no amounts were reclassified to earnings.
|
(2)
|
In all periods presented, there were no realized holding gains or losses and therefore no amounts were reclassified to earnings.
|
|
|
Three Months Ended
March 31, |
||||
|
|
2016
|
|
2015
|
||
Basic weighted-average shares
|
|
23,184,000
|
|
|
22,927,000
|
|
Conversion of unsecured loan notes
|
|
—
|
|
|
—
|
|
Unexercised options and unvested RSUs
|
|
—
|
|
|
—
|
|
Diluted weighted-average shares
|
|
23,184,000
|
|
|
22,927,000
|
|
|
|
Three Months Ended
March 31, |
|||||
|
|
2016
|
2015
|
||||
Stock options and restricted stock units
|
|
$
|
461
|
|
$
|
272
|
|
Tax benefit of stock-based compensation expense
|
|
—
|
|
(103
|
)
|
||
After-tax effect of stock-based compensation
|
|
$
|
461
|
|
$
|
169
|
|
|
|
|
|
Number
of
Options
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding on January 1, 2016
|
|
1,191,125
|
|
|
$
|
10.48
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Expired or forfeited
|
|
(26,000
|
)
|
|
10.75
|
|
|
|
|
|
|||
Outstanding on March 31, 2016
|
|
1,165,125
|
|
|
$
|
10.47
|
|
|
4.11
|
|
$
|
—
|
|
Exercisable on March 31, 2016
|
|
1,165,125
|
|
|
$
|
10.47
|
|
|
4.11
|
|
$
|
—
|
|
•
|
The first type of award is based on individual performance during the respective calendar year as determined by the Committee based on performance criteria specified in the Agreement. These awards will vest over a
three
year period beginning on the Determination Date. We estimated the fair value of these performance-based RSU awards on the date of the Agreement using the trading price of the Company’s stock and our estimate of the probability that the specified performance criteria will be met. The fair value measurement and probability estimate will be re-measured each reporting date until the Determination Date, at which time the final award amount will be known. For these job performance-based awards, we amortize compensation costs over the requisite service period, adjusted for estimated forfeitures, for each separately vesting tranche of the award.
|
•
|
The second type of RSU award contains a targeted number of RSUs to be granted based on the Company’s revenue growth relative to a specified peer group during a period of
two
calendar years. These awards vest
67%
on the second anniversary of the Agreement date and
33%
on the third anniversary of the Agreement date. We estimated the fair value of these performance-based RSU awards on the Agreement date using the trading price of the Company’s stock on the date of determination and our estimate of the probability that the specified performance criteria will be met. For these revenue growth performance-based awards, we amortize compensation costs over the requisite service period, adjusted for estimated forfeitures, for each separately vesting tranche of the award.
|
•
|
The third type of RSU award contains a targeted number of RSUs to be granted based on the total shareholder return (TSR) of the Company’s common stock relative to a specified peer group during a period of
two
calendar years. These awards vest
67%
on the second anniversary of the Agreement date and
33%
on the third anniversary of the Agreement date. We estimated the fair value of these market-based RSU awards on the Agreement date using a Monte Carlo valuation methodology and amortize the fair value over the requisite service period for each separately vesting tranche of the award. The principal variable assumptions utilized in valuing these RSUs under this valuation methodology include the risk-free interest rate, stock volatility, and correlations between our stock price and the stock prices of a peer group of companies.
|
|
|
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Unvested restricted stock units at January 1, 2016
|
|
1,204,883
|
|
|
$
|
4.21
|
|
Granted
|
|
845,862
|
|
|
1.84
|
|
|
Forfeited
|
|
(132,499
|
)
|
|
5.11
|
|
|
Vested
|
|
(120,334
|
)
|
|
4.67
|
|
|
Unvested restricted stock units at March 31, 2016
|
|
1,797,912
|
|
|
$
|
3.00
|
|
•
|
The Air Pollution Control technology segment includes technologies to reduce NO
x
emissions in flue gas from boilers, incinerators, furnaces and other stationary combustion sources. These include Low and Ultra Low NO
x
Burners (LNB and ULNB), Over-Fire Air (OFA) systems, NO
x
OUT
®
and HERT™ Selective Non-Catalytic Reduction (SNCR) systems, and Advanced Selective Catalytic Reduction (ASCR
™
) systems. Our ASCR systems include ULNB, OFA, and SNCR components, along with a downsized SCR catalyst, Ammonia Injection Grid (AIG), and Graduated Straightening Grid GSG™ systems to provide high NO
x
reductions at significantly lower capital and operating costs than conventional SCR systems. The NO
x
OUT CASCADE
®
and NO
x
OUT-SCR
®
processes are more basic, using just SNCR and SCR catalyst components. ULTRA™ technology creates ammonia at a plant site using safe urea for use with any SCR application. Flue Gas Conditioning systems are chemical injection systems offered in markets outside the U.S. and Canada to enhance electrostatic precipitator and fabric filter performance in controlling particulate emissions.
|
•
|
The FUEL CHEM
®
technology segment, which uses chemical processes in combination with advanced CFD and CKM boiler modeling, for the control of slagging, fouling, corrosion, opacity and other sulfur trioxide-related issues in furnaces and boilers through the addition of chemicals into the furnace using TIFI
®
Targeted In-Furnace Injection™ technology.
|
•
|
The Fuel Conversion segment represents a new business initiative we commenced in 2014. We acquired intellectual property rights and know-how related to the CARBONITE® fuel conversion process and technology. This process can convert coals of various grades into value-added products that are high in energy content, carbon-rich and less pollutive. This technology has a number of potential applications including certain coal replacement, electric arc furnace (EAF) reductant, ferro-alloy feedstock, absorbent and Hg reduced carbon stock. During 2016, we have been testing and developing the engineered carbon products for specific markets. We are in the process of evaluating the commercialization of these product offerings with prospective customers and considering alternatives. We have earned no significant revenue other than for test products from perspective customers for the
three
-month period ended
March 31, 2016
and
2015
.
|
Three months ended March 31, 2016
|
|
Air Pollution
Control Segment
|
|
FUEL CHEM
Segment
|
|
Fuel Conversion Segment
|
|
Other
|
|
Total
|
||||||||||
Revenues from external customers
|
|
$
|
12,990
|
|
|
$
|
4,832
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,822
|
|
Cost of sales
|
|
(9,319
|
)
|
|
(2,455
|
)
|
|
—
|
|
|
—
|
|
|
(11,774
|
)
|
|||||
Gross margin
|
|
3,671
|
|
|
2,377
|
|
|
—
|
|
|
—
|
|
|
6,048
|
|
|||||
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,479
|
)
|
|
(7,479
|
)
|
|||||
Research and development
|
|
—
|
|
|
—
|
|
|
(687
|
)
|
|
(471
|
)
|
|
(1,158
|
)
|
|||||
Operating income (loss)
|
|
$
|
3,671
|
|
|
$
|
2,377
|
|
|
$
|
(687
|
)
|
|
$
|
(7,950
|
)
|
|
$
|
(2,589
|
)
|
Three months ended March 31, 2015
|
|
Air Pollution
Control Segment
|
|
FUEL CHEM
Segment
|
|
Fuel Conversion Segment
|
|
Other
|
|
Total
|
||||||||||
Revenues from external customers
|
|
$
|
6,857
|
|
|
$
|
8,246
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,103
|
|
Cost of sales
|
|
(4,321
|
)
|
|
(4,116
|
)
|
|
—
|
|
|
—
|
|
|
(8,437
|
)
|
|||||
Gross margin
|
|
2,536
|
|
|
4,130
|
|
|
—
|
|
|
—
|
|
|
6,666
|
|
|||||
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,203
|
)
|
|
(8,203
|
)
|
|||||
Research and development
|
|
—
|
|
|
—
|
|
|
(472
|
)
|
|
(400
|
)
|
|
(872
|
)
|
|||||
Operating income (loss)
|
|
$
|
2,536
|
|
|
$
|
4,130
|
|
|
$
|
(472
|
)
|
|
$
|
(8,603
|
)
|
|
$
|
(2,409
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Revenues:
|
|
|
|
||||
United States
|
$
|
14,430
|
|
|
$
|
12,575
|
|
Foreign
|
3,392
|
|
|
2,528
|
|
||
|
$
|
17,822
|
|
|
$
|
15,103
|
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Assets:
|
|
|
|
|
||||
United States
|
|
$
|
48,004
|
|
|
$
|
47,437
|
|
Foreign
|
|
24,775
|
|
|
28,574
|
|
||
|
|
$
|
72,779
|
|
|
$
|
76,011
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Aggregate product warranty liability at beginning of period
|
|
$
|
268
|
|
|
$
|
268
|
|
Net aggregate expense (benefit) related to product warranties
|
|
(109
|
)
|
|
2
|
|
||
Aggregate reductions for payments
|
|
—
|
|
|
(2
|
)
|
||
Aggregate product warranty liability at end of period
|
|
$
|
159
|
|
|
$
|
268
|
|
•
|
Level 1 – Observable inputs to the valuation methodology such as quoted prices in active markets for identical assets or liabilities
|
•
|
Level 2 – Inputs to the valuation methodology including quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets of liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means
|
•
|
Level 3 – Significant unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own estimates and assumptions or those expected to be used by market participants. Generally, these fair value measures are model-based valuation techniques such as discounted cash flows, option pricing models, and other commonly used valuation techniques
|
Date: May 10, 2016
|
By:
|
/s/ Vincent J. Arnone
|
|
|
Vincent J. Arnone
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: May 10, 2016
|
By:
|
/s/ David S. Collins
|
|
|
David S. Collins
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
(a)
|
Lender, Borrower and Loan Parties shall have executed this Amendment;
|
(b)
|
Borrower shall have executed and delivered to Lender the Second Amended Revolving Note dated concurrently herewith in the original principal amount of $7,000,000.00;
|
(c)
|
Borrower shall be in good standing in the States of Illinois and Delaware; and
|
(d)
|
Borrower shall pay all costs and fees incurred by Lender in connection with the preparation and performance of this Amendment.
|
Date: May 10, 2016
|
By:
|
/s/ Vincent J. Arnone
|
|
|
Vincent J. Arnone
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: May 10, 2016
|
By:
|
/s/ David S. Collins
|
|
|
David S. Collins
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Date: May 10, 2016
|
By:
|
/s/ Vincent J. Arnone
|
|
|
Vincent J. Arnone
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: May 10, 2016
|
By:
|
/s/ David S. Collins
|
|
|
David S. Collins
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|