ITEM 1 - BUSINESS - -----------------
GENERAL - -------
Paris Corporation ("Paris"), formerly Paris Business Forms, Inc., incorporated in 1964 under the laws of the Commonwealth of Pennsylvania, is a holding company with four wholly-owned subsidiaries: two active operating companies in New Jersey and Texas, one inactive Florida corporation, and a Delaware corporation which owns the Company's trademarks. Paris Business Products, Inc., a New Jersey corporation and Paris Business Forms, Inc., a Texas corporation (dba, Paris Business Products, Inc.), are the two operating companies, with plants in New Jersey and Texas, respectively. PBF Corporation is the Delaware corporation. The Texas and Florida corporations are both wholly-owned subsidiaries of the New Jersey corporation. Paris also has a 57% interest in a corporation, Signature Corporation, formed in 1992, to market office products through the supermarket and drug chain channels. Two individuals own the remainder of the interest in Signature Corporation.
In January 1996, Paris changed its corporate name to Paris Corporation from Paris Business Forms, Inc.
The Company converts mill paper rolls to business forms at its New Jersey manufacturing facility and distributes office products, through a number of market channels including forms dealers, paper merchants, stationers, office product and computer superstores, consumer electronics retailers, buying groups, supermarkets, and drugstore chains from their New Jersey and Texas facilities. Products include stock and custom continuous forms; mill cut, value added, and custom cut sheets; paper handling products for small offices and home offices. Geographically the Company markets its products throughout the United States and Canada through Company sales representatives, independent representatives, brokers, dealers, and distributors.
Traditionally, the principal focus of the business was the manufacturing of continuous forms designed to run on dot matrix and high speed impact printers. The Company serves the stock continuous forms market and the custom forms market, providing business forms to commercial businesses to specification. Laser and inkjet printer technology continues to replace impact printers and, accordingly, the Company's market for continuous forms is shrinking at a pace estimated at 10% per year. The negative growth is more accelerated in the retail market serving small business/home business customers since the printer equipment investment is minimal and easy to replace. As a result, the Company has been shifting its focus to the development, manufacture, and sale of value-added and custom cut sheet products used on laser and inkjet printers. Perfed, punched, lined, collated, colored, photo quality, and novelty cut sheet products have been added to the product line. The continuous forms products segment as a percentage of total sales has decreased from 43% to 37% to 30% in fiscal years 1999, 2000, and 2001, respectively. It is estimated that this segment will only account for 25% of total sales in fiscal 2002.
The Burlington product line of value-added and cut sheet products targeted to the small office and home office user has continued to expand with various offerings to meet the everyday needs of inkjet and laser printer paper demand as well as specialty products for photographic quality and other applications requiring maximum color contrast and optimal ink absorption. Growth in this product segment is expected to be 28% in FY 2002.
Signature Corporation ("Signature"), the 57% owned joint venture, distributes office products to the food and drug store markets. Formed in late 1992, Signature has continued to increase their stores served from 6,800 in 1996 to 12,000 in 2000. In August 1999, as a result of a stock tender by a Signature minority shareholder, the Company's interest in Signature increased to 57%. This change in ownership percentage in Signature was accounted for as a purchase and Signature has been consolidated in the accompanying financial statements. Signature Corporation does experience seasonal fluctuation in their sales revenue. June, July and August represent approximately 35% of Signature's annual revenue.
COMPETITION - -----------
The business forms market is divided into two major segments. One segment sells directly to end users, principally the 500 to 1,000 largest corporations. The other segment, which Paris serves, distributes forms through resellers and retailers. In the reseller market, there are three or four major competitors in stock continuous forms who are larger than Paris and committed to stock computer paper for the foreseeable future due to capital investment, albeit the negative growth rate. The Company does not compete directly with the approximate dozen direct sellers. There have been a number of acquisitions and mergers within the industry and the consolidation mode is expected to continue going forward to lower unit costs. Paris does not expect to pursue any acquisitions within this business segment and will continue to shrink capacity commensurate with the reduced demand for stock continuous forms.
The cut sheet market is growing at a rapid pace fueled by the installation of laser and inkjet printers throughout the major U.S. corporations and home and small businesses. Sales volume is expected to grow due to the Company's penetration of the retail market, serving a number of major retail stores. However, competition in this market is increasing rapidly. The major paper mills have developed marketing subsidiaries to serve the retail market.
SUPPLIERS - ---------
The Company purchases registered bond paper, (consisting of a wide variety of weights, widths, colors, sizes and qualities), cut sheet, and carbonless paper principally from the major United States paper mills. The Company believes that it has good relationships with all of its suppliers.
The Company has partnered or formed strategic alliances to provide raw material, market support, and/or name recognition for its value added cut sheet product and non-paper products. Currently, the Company represents the largest volume customer of Boise Cascade for certain specialty retail cut sheet products. The Company believes the strong relationship between Paris and Boise Cascade will provide the Company a solid footing for future cut sheet supply.
SEGMENTS AND MAJOR CUSTOMERS - ----------------------------
The Company operates in three segments or lines of business, including stock continuous forms and cut sheets; custom continuous forms and cut sheets; consumer papers and office products. Financial information for each of the Company's segments including net sales, operating income, total assets, capital expenditures and sales to major customers, are included in the accompanying financial statements.
For the years ended September 30, 2001 and 2000, approximately 68% and 56%, respectively, of the Company's sales were to three customers in the consumer segment. For the year ended September 30, 1999, approximately 70% of the Company's sales were to two customers in the consumer segment. No customer accounted for more than 10% of stock or custom shipments in FY01 or FY00. There was one customer that accounted for 14% of the custom business in FY99.
EMPLOYEES - ---------
As of September 30, 2001, the Company employed approximately 100 people in manufacturing, sales and administrative functions in its corporate offices and plants in New Jersey and Texas.
DISTRIBUTION AND MARKETING - --------------------------
The Company markets the custom and stock forms products through many independent dealers in the United States and Canada, as well as through retail superstores. The independent distributors rely on several manufacturers, like the Company, to supply these end users. The distributors range in size from a single individual to a distributorship with several offices and an extensive sales force. The Company operates, or contracts for storage space, in strategically located warehouses along the east coast, southeast and southwest
regions of the country. These locations are used as the storage and shipping points for its stock forms. Currently, the Company's primary method of generating sales contacts is through its own sales force, sales representatives, extensive marketing programs, referral and reputation.
The sales force consists of five salespersons covering New England, Mid-Atlantic, Southeast, Midwest and Southwest regions of the United States. A network of independent sales representatives covering the entire United States has been assembled over the past few years to sell the new non-paper products through major resellers and retailers.
MANUFACTURING - -------------
The Company's custom paper products are manufactured in the New Jersey plant on eight presses and one collator. The presses provide the Company with the ability to produce a wide variety of forms. Each piece of machinery requires a skilled operator; support personnel are required on some equipment. The custom forms operation runs primarily two shifts per day, with individual equipment varying. The estimated capacity of the custom business is approximately $15.0 million in sales at current prices.
The Company's stock form business is manufactured in New Jersey on two presses. The majority of the stock forms are produced to be sold from inventory. Each press is also capable of producing customized computer paper or stock forms upon order. The stock operation is two shifts per day, five days per week, with overtime on an as-needed basis. The estimated annual capacity of the stock business is approximately $15 million in sales at current prices
The Company's equipment is very well suited to produce nearly all of the forms products required by a forms distributor or retailer. The Company continues to monitor any new product requirements of its forms distributors and assess what new equipment or equipment modifications are required to produce the products.
OPERATIONS - ----------
The Company rents a 125,000 square foot plant and corporate office in Burlington, New Jersey and leases a 20,000 square foot warehouse in Fort Worth, Texas. There are no union affiliations among employees at the two locations.
During the year ended September 30, 2001, the Company operated 5 custom presses, 2 stock presses, and 1 collator. The Company subleased a portion of its facilities under the terms of an operating lease which expires in January, 2002. Other income includes $77,000 of rental income for the year ended September 30, 2001.
Utilization of production capacity approximated 60% in New Jersey.
Custom forms capacity continues to be converted from roll to sheeting capability as demand shifts from continuous to cut sheet custom forms. Currently, 65% of custom capacity is directed to cut sheets.
The Company has adequate domestic paper supply sources with paper mills and brokers at the present time. However, the mills are reallocating capacity to higher grade papers and are de-emphasizing forms bond used in continuous form production.
Inventory levels were maintained at approximately two weeks supply for raw material and 4-6 weeks supply for finished goods during the year.
OTHER MATTERS - -------------
The corporate structure of the Company's legal entities was reorganized in fiscal 1995. Paris Business Forms, Inc. (PBFI), the public company, transferred substantially all of the operating assets and liabilities to a newly formed subsidiary corporation, Paris Business Products, Inc. (PBP). The Texas operating corporation, Paris Business Forms, Inc. (PBFITX) and a newly formed Florida corporation, Paris Business Products, Inc.
(PBPFL), are subsidiaries of PBP. PBP, PBFITX and PBPFL are operating corporations. PBF Corporation, a Delaware corporation, owns the Company trademarks and remains a subsidiary of PBFI.
ITEM 2
ITEM 2 - PROPERTIES
In May 1998, the Company entered into a contract to sell the office and production facility in New Jersey for a total price of $4,500,000. In addition, the Company entered into an agreement to lease the facility back for a period of three years plus, at the Company's option, an additional two three-year renewal periods. During FY01 the Company renewed one of the three year options. The total gain of $1,070,661 has been deferred and is being recognized over the term of the original lease in the monthly amount of $29,741. The amount of the gain deferred at September 30, 2000 was $0. The total gain recognized to date was $1,070,661 at September 30, 2001. The lease calls for monthly rental payments of $41,667 and escalating to $46,875 at the end of the lease.
The Fort Worth, Texas facility was sold in June 1994 and replaced by a 45,000 square foot leased facility. In October 1999 the lease was modified, and the Company signed a three year lease reducing the facility to 20,000 square feet.
ITEM 3
ITEM 3 - LEGAL PROCEEDINGS
None.
ITEM 4
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the year ended September 30, 2001.
PART II
ITEM 5
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDERS MATTERS
(A) The Company's common stock is traded on the over-the-counter market and is listed on the National Association of Stock Dealers Daily Quotation Service (NASDAQ) National Market System. The Symbol for the Company is PBFI. The registrar and transfer agent is Chase Mellon Shareholder Services. The table below shows the high and low closing sale prices as reported by the National Daily Quotation Service.
RANGE OF SALE PRICES --------------------
2001 FISCAL YEAR 2000 FISCAL YEAR ---------------- ----------------
HIGH LOW HIGH LOW First Quarter 2.188 1.750 2.250 1.750 Second Quarter 3.125 1.750 2.625 1.938 Third Quarter 3.600 2.438 2.125 1.875 Fourth Quarter 3.700 2.500 2.375 1.781
The approximate number of shareholders of record as of December 15, 2001 was 200.
The registrar and transfer agent is Chase Mellon Shareholder Services.
In January of 1999 the Company issued a $0.20 per share special dividend. In March of 2000 the company issued a $0.10 per share special dividend. Currently it is undetermined if the Company will declare any future dividends.
ITEM 6
ITEM 6 - SELECTED FINANCIAL DATA
The following selected financial data are derived from the financial statements of the Company. The data should be read in conjunction with "Management's Discussion and Analysis of Financial Conditions and Results of Operations" and the financial statements and related notes thereto included herein in Item 8.
FOR THE YEAR ENDED SEPTEMBER 30, (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
2001 2000 1999 1998 1997 ---- ---- ---- ---- ----
NET SALES $43,050 $43,011 $35,433 $34,864 $51,674 INCOME (LOSS) FROM OPERATIONS 1,291 253 266 (763) (3,372)
NET INCOME (LOSS) 1,389 663 961 (16) (2,469)
BASIC EARNINGS (LOSS) PER SHARE .42 .20 .27 (0.004) (0.68)
DILUTED EARNINGS (LOSS) PER SHARE .42 .20 .27 (0.004) (0.68)
TOTAL ASSETS 22,242 19,278 21,419 20,570 23,477
WORKING CAPITAL 14,368 12,120 11,698 12,426 9,999
LONG TERM DEBT (excluding current portion) 498 0 0 0 0
SHAREHOLDERS' EQUITY 15,926 14,419 14,587 14,356 $14,701
CASH DIVIDENDS PER SHARE NONE .10 .20 NONE NONE
ITEM 7
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. ($ in thousands, except statistical data)
The following discussion should be read in conjunction with the financial statements, including the related notes.
Liquidity and Capital Resources
Working capital at the end of fiscal years 2001, 2000 and 1999 was $14,368, $12,120 and $11,698, respectively. Working capital increased $2,248 during the fiscal year ended September 30, 2001.
Net cash provided by operating activities was $931, primarily generated from net income of $1389. Accounts receivable increased $444. Inventories decreased $227 as Paris Business Products reduced inventory $453 through better management. Conversely, Signature inventory increased $226, as sales were lower than expected. Accounts payable and accrued expenses decreased $1397 due to inventory management and an expedited turn around on trade payables to take advantage of prompt payment terms.
Net cash provided by investing activities was $1841 primarily related to the net investment transactions of $2372 as marketable securities were sold and moved to a cash position. The purchase of property and equipment of $554 was primarily the purchase of a batcher sheeter for the conversion of a stock press in the amount of $271. The sheeter will support the anticipated growth of custom cut sheets and value-added Consumer papers.
Net cash provided by financing activities was $2411. Proceeds from a working capital loan were $1705. Proceeds from leases payable were $775. The company financed the batcher sheeter which was purchased this year in addition to financing a press purchased in fiscal year 1999 which was originally funded internally. See Notes 7 and 9 in the Notes to the Consolidated Financial Statements for additional information on these financing activities.
The Company believes that it has sufficient resources to satisfy ongoing cash requirements for the next twelve months. The Company will meet short-term liquidity needs through cash provided by operations and current financing arrangements.
2001 compared to 2000
Net sales for the fiscal year ended September 30, 2001 were relatively flat increasing $39. Although revenue was flat the product mix continued to shift. The Consumer division had increased revenue of $4,828 or 29%. The growth is a result of continuing to increase distribution, launch new products, and the brand recognition of Burlington. Signature sales declined $2,480 as the Company eliminated non-profitable distribution. The Commercial segment had declining revenues of $2,744 or 12% as stock continuous computer paper and custom forms declined $2,219.
Cost of sales for the fiscal year ended September 30, 2001 decreased $1,206 or 3%. The decline in cost of goods sold as revenue remained constant is a direct result of the change in product mix.
Gross profit increased $1,245 or 28% in fiscal 2001 from $4,490 to $5,735 due to the above factors.
Selling expenses, marketing costs and administrative expenses increased $207 or 5% in fiscal 2001. Selling expenses decreased $229 due to a reduction in salaries, benefits, and travel expenses. The relationship with Signature Corporation allowed for a consolidation of sales personnel. Marketing expenses increased $242 while supporting the growth of the Consumer segment. Administrative expenses increased $264 due primarily to the reversal of a $200 Federal Tax Audit Reverse in fiscal 2000.
Interest expense increased $183 related to the working capital line the Company established in October, 2000 and Capital leases.
Other income, net in fiscal 2001 decreased $561 due to (1) lower investment income of $228, (2) reduced gain on the sale of fixed assets, primarily from the amortization on the gain on the sale of the building of $133, (3) debt forgiveness income of $129 in fiscal 2000, and (4) other expenses, net of $11.
2000 compared to 1999
Net sales for the fiscal year ended September 30, 2000 increased 21% or $7,579. The increase was driven by the continued growth of the Consumer segment, which had increased revenue of 37% or $4,453. The growth is a result of increased distribution and the launching of new products. The commercial segment had a decrease in revenue of 2% or $554. Continuous Forms decreased $704 and Commercial cut sheets decreased $725. These declines were offset by an increase in revenue of $875 in the other commercial product lines such as Custom cut sheets, Laser 3 and DocuGard. Sales allowances and rebates increased $475 due to the increased revenue in the Consumer Segment. The effect of consolidating the results of operation of Signature Corporation increased revenue $4,155 for the year ended September 30, 2000.
Cost of sales for the fiscal year ended September 30, 2000 increased 23% or $7,163. Cost of sales increased 2% over the increase in sales revenue due primarily to product mix in the Consumer segment. Offsetting these factors was lower freight costs as a percentage of sales. Freight expense remained flat on increased sales of 21% due to the better management in controlling these costs.
Gross profit increased $416 or 10% in fiscal 2000 from $4,074 to $4,490 due to the above factors.
ITEM 7A
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Refer to Management's Discussion and Analysis of Financial Condition and Results of Operations.
ITEM 8
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED FINANCIAL STATEMENTS: PAGE
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2001 AND 2000 9
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ANDED SEPTEMBER 30, 2001, 2000, AND 1999 10
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED SEPTEMBER 30, 2001, 2000 AND 1999 11
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30, 2001, 2000, AND 1999 12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13 - 28
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS 29
INDEPENDENT AUDITORS' REPORT 30
FINANCIAL STATEMENT SCHEDULES NOT INCLUDED IN THIS FORM 10-K HAVE BEEN OMITTED BECAUSE THEY ARE NOT APPLICABLE OR THE REQUIRED INFORMATION IS SHOWN IN THE FINANCIAL STATEMENTS OR NOTES THERETO.
PARIS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
See notes to consolidated financial statements
PARIS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
*Restated, Note 2
See notes to consolidated financial statements
PARIS CORPORATION AND SUBSIDIARIES CONSOLIDATION STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY YEARS ENDED SEPTEMBER 30, 2001, 2000 AND 1999 - --------------------------------------------------------------------------------
See notes to consolidated financial statements
PARIS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
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See notes to consolidated financial statements
PARIS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 1 Paris Corporation and Subsidiaries (collectively, Nature of the "Company") manufacture stock and Nature of Operations Operations custom business forms, provide value added services to cut sheet products, and distribute plastic and office products and computer/printer peripheral products. The Company manufactures stock and custom forms in Burlington, New Jersey. The Company markets through retailers, resellers, and dealers throughout the United States and Canada.
NOTE 2 Principles of Consolidation --------------------------- Summary of Significant Accounting Policies The consolidated financial statements include the accounts of the Company and its wholly-owned and majority owned subsidiaries. All material intercompany transactions and balances have been eliminated.
Use of Estimates ----------------
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates.
Revenue Recognition -------------------
The Company recognizes revenue from product sales upon delivery to its customer, which is the point when title passes to the customer.
Cash and Cash Equivalents -------------------------
Cash and cash equivalents includes cash on deposit, money market accounts and securities maturing in 90 days or less.
Financial Instruments ---------------------
The carrying amounts of cash and cash equivalents, accounts receivable, prepaid expenses, accounts payable and accrued expenses, and note payable approximate their fair values as of September 30, 2001 and 2000.
Investments -----------
Management determines the appropriate classification of investment securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date. The classification of those securities and the related accounting policies are as follows:
. Available-for-Sale Securities
Available-for-sale securities consist of marketable equity and debt securities not classified as trading securities. Available-for-sale securities are stated at fair value based on quoted market prices and unrealized
PARIS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 2 Investments (continued) ----------------------- Summary of Significant Accounting Policies . Available-for-Sale Securities (continued) (continued) holding gains and losses are reported as a separate component of shareholders' equity, net of tax, except for permanent impairments in value which are recognized in current earnings. Realized gains and losses are included in income.
. Other
The Company accounts for investments in limited partnerships under the equity method of accounting.
Inventories -----------
Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method (FIFO).
Property and Equipment and Depreciation ---------------------------------------
Property and equipment are stated at cost. Expenditures for renewals and betterments which increase the useful life or capacity of property and equipment are also capitalized at cost. Expenditures for repairs and maintenance are charged to expense as incurred. Gain or loss on the retirement or disposal of capital assets is included in income in the period of disposal.
Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Depreciation was $405,409, $483,841 and $531,817 for the years ended September 30, 2001, 2000 and 1999, respectively.
Other Assets ------------
The Company provides display racks to its resellers for the display of its goods in stores. These display racks are amortized on the straight-line method over eighteen months commencing when the display racks are shipped to the resellers. Amortization was $72,288, $243,843 and $23,843 for the years ended September 30, 2001, 2000 and 1999, respectively.
PARIS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 2 Per Share Data Summary of -------------- Significant Accounting The following table sets forth the computation of Policies basic earnings per share for the years ended (continued) September 30, 2001, 2000 and 1999:
2001 2000 1999 -------- -------- --------
Numerator Net income available to common shareholders $1,389,091 $ 662,867 $ 960,730 Denominator Weighted-average shares outstanding 3,270,535 3,323,811 3,526,087
Basic earnings per share $ 0.42 $ 0.20 $ 0.27
The following table sets forth the computation of diluted earnings per share for the years ended September 30, 2001, 2000 and 1999:
2001 2000 1999 -------- -------- --------
Numerator Net income available to common shareholders $1,389,091 $ 662,867 $ 960,730 Denominator Adjusted weighted-average shares outstanding 3,312,901 3,326,647 3,538,398
Diluted earnings per share $ 0.42 $ 0.20 $ 0.27
Stock-Based Compensation ------------------------
As permitted by Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," the Company has elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," ("APB 25"). Under APB 25, no compensation expense is recognized at the time of option grant because the exercise price of the Company's employee stock option equals the fair market value of the underlying common stock on the date of grant.
PARIS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 2 Income Taxes Summary of Significant ------------ Accounting Policies (continued) The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
Comprehensive Income --------------------
Comprehensive income consists of net income and unrealized gains and losses on certain investments in marketable debt and equity securities and is presented in the consolidated statement of operations and comprehensive income. Other comprehensive income is net of realized gains and losses included in net income. Accumulated other comprehensive income (loss) is net of related deferred income taxes and is presented as a component of shareholders' equity.
Accounting Pronouncements -------------------------
In June, 2001, the Financial Accounting Standards Board ("FASB") issued SFAS 141, "Business Combinations", SFAS 142, "Goodwill and Other Intangible Assets" and SFAS No. 143, "Accounting for Asset Retirement Obligations". In August, 2001, the FASB issued SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting. In addition, it requires application of the provisions of SFAS 142 for goodwill and other intangible assets related to any business combinations completed after June 30, 2001, but prior to the adoption date of SFAS 142. SFAS 142 changes the accounting for goodwill and other intangible assets. Upon adoption, goodwill will no longer be subject to amortization over its estimated useful life. Rather, goodwill will be subject to at least an annual assessment for impairment by applying a fair-value-based test. All other acquired intangibles will be separately recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, or exchanged, regardless of the Company's intent to do so. Other intangibles will be amortized over their useful lives. SFAS 142 becomes effective for the Company on October 1, 2002.
SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS 143 becomes effective for the Company on October 1, 2002. SFAS 144 replaces SFAS 121, "Accounting for Impairment of Long-Lived Assets and for Long-Lived
PARIS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 2 Accounting Pronouncements (continued) Summary of ------------------------------------- Significant Accounting Assets to be Disposed Of and other related provisions. SFAS Policies 144 provides updated guidance concerning the recognition (continued) and measurement of an impairment loss for certain types of long-lived assets. It also expands the scope of a discontinued operation to include a component of an entity, and it eliminates the current exemption to consolidation when control over a subsidiary is likely to be temporary. SFAS 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001, and interim periods within those years.
The adoption of the provisions of SFAS 141, SFAS 142, SFAS 143 and SFAS 144 will have no impact on the Company's results of operations, financial position or cash flows.
NOTE 3 Prior to August 31, 1999, Paris Corporation held a 44% Investment in interest in Signature Corporation ("Signature") which was Signature accounted for using the equity method of accounting. In Corporation September, 1999, as a accounted result of a stock tender by a Signature minority shareholder, the Company's interest in Signature increased to 57%. This change in ownership percentage in Signature was accounted for as a purchase and Signature has been consolidated in the accompanying financial statements. The results of operations of Signature have been included in the accompanying 1999 consolidated statement of operations for the month of September, 1999. Signature is a wholesaler of plastic and other office products.
The following pro forma results of operations information has been prepared to give effect to the purchase as if such transaction had occurred at the beginning of the period presented. The information presented is not necessarily indicative of results of future operations of the combined companies.
Pro forma Results of Operations (Unaudited)
Year Ended September 30, ----------------- Net sales $41,489,656
Net income $ 924,482
Basic earnings per share $ 0.26
Diluted earnings per share $ 0.26
Weighted average shares, basic 3,526,087
Adjusted weighted average shares, diluted 3,538,398
PARIS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 4 Investments as of September 30, 2001 and 2000 are summarized Investments as follows:
The fair value of the Companies' available for sale investments is net of margin loans of $15,425 and $886,554 as of September 30, 2001 and 2000, respectively.
Gross unrealized holding gains and losses as of September 30, 2001 and 2000 are as follows:
2001 2000 -------- --------
Gross unrealized gains Stocks $243,697 $56,128 Mutual funds - 9,055 U.S. treasury and bonds 1,963 14,524
Gross unrealized losses Stocks (142,173) (2,049) Mutual funds (35,853) (200,149) Corporate bonds and notes - (309) -------- ---------
Total $ 67,634 ($122,800) ======== =========
PARIS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 4 Proceeds from the sale of securities classified as Investments available-for-sale for the years ended September 30, 2001, (continued) 2000 and 1999 were $2,612,727, $968,783 and $460,699, respectively. For the purpose of determining gross realized gains and losses, the cost of securities sold is based upon specific identification:
Other Investments -----------------
Other investments as of September 30, 2000 consisted of an interest in a limited partnership. The limited partnership invests in publicly traded securities with readily determinable market values. The Company accounts for these investments utilizing the equity method of accounting. Income and losses are recorded based on the Company's beneficial interest. The limited partnership interests were sold during 1999 for gross proceeds of $3,503,884 which resulted in a gross realized gain of $431,824. During 2000, the Company reinvested $500,000 in one of the Limited Partnerships which resulted in a recognized gain of $111,000. The limited partnership interests were sold during 2001 for gross proceeds of $445,662 which resulted in a recognized loss of $165,378.
NOTE 5 Inventories as of September 30, 2001 and 2000 consist of the Inventories following:
2001 2000 -------------- --------------
Raw materials $ 810,378 $1,473,441 Work in progress 334,729 180,430 Finished goods 2,489,745 2,208,093 -------------- --------------
$3,634,852 $3,861,964 ============== ==============
NOTE 6 Property and equipment as of September 30, 2001 and 2000 Property and consist of the following: Equipment
PARIS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 7 In October, 2000, Paris Business Products, Inc. agreed to Note Payable, a revolving line-of-credit with a bank September 30, 2001) Bank and expires March 31, 2002. The for $3,500,000. The line bears interest at the prime rate (6.0% as ofline contains financial covenants including minimumworking capital requirements, debt to equity limitations, cash flow requirements, and other covenants and is collateralized by all of the assets of Paris Business Products, Inc.
NOTE 8 In connection with the Signature stock tender (see Note Payable Note 3), Signature converted $100,630 of accounts payable into a promissory note. The note was payable monthly in installments of $9,059 with interest at 14.5%. The outstanding balance was $-0- and $8,951 as of September 30, 2001 and 2000, respectively.
NOTE 9 The Company is obligated under noncancelable lease Obligations arrangements for manufacturing equipment which expire at Under Capital various dates through September, 2006. Leases and Subsequent The minimum lease payments are as follows: Event
Year Ending September 30 ------------------------
2002 $260,689 2003 260,689 2004 195,280 2005 64,463 2006 64,463 ---------
Total minimum lease payments 845,584
Less amounts representing interest 102,695 ---------
Present value of net minimum lease payments 742,889
Less current maturities 216,485 ---------
Obligations under capital leases, net of current maturities including subsequent event
526,404
Less subsequent event, lease proceeds received in October, 2001 (28,000) ---------
Obligations under capital leases, net of current maturities $498,404 =========
PARIS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 9 The leased property is included in property and equipment Obligations as of September 30, 2001 as follows: Under Capital Leases and Equipment $930,238 Subsequent Less accumulated amortization 147,020 -------- Event (continued) $783,218 ========
In October, 2001, the Company incurred an additional $28,000 of lease debt. This amount is included in the schedule of minimum lease payments on the preceding page.
NOTE 10 The composition of the (expense) benefit for income taxes Income Taxes for the years ended September 30, 2001, 2000 and 1999 is as follows:
The 2001 deferred tax benefit considers the anticipated realization of the carryforward of certain federal and state net operating losses. The Company has state net operating loss carryforwards of approximately $9,400,000, available to offset future state taxable income. The state net operating loss carryforwards expire in the years through 2007
The Company's subsidiary, Signature Corporation has federal and state net operating loss carryforwards of approximately $1,600,000 and $984,000, respectively, available to offset future federal and state taxable income. The federal loss carryforwards expire at various dates through 2020. The state loss carryforwards expire at various dates through 2007.
PARIS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 10 Reconciliations of income taxes with the amounts that would Income Taxes result from applying the U.S. statutory rate are as follows: (continued)
PARIS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 10 These amounts have been presented in the consolidated financial Income Taxes statements as follows: (continued)
2001 2000 ----------- -----------
Current deferred tax asset $ 437,200 $ 163,581 Noncurrent deferred tax asset 400,900 129,308 Current deferred tax liability (255,834) (7,286) ----------- -----------
$ 582,266 $ 285,603 =========== ===========
The change in the valuation allowance is related to the recognition of the tax benefits of certain federal and state net operating loss carryforwards. The valuation allowance decreased $672,185 and $39,795 for the years ended September 30, 2001 and 2000, respectively.
NOTE 11 In November, 1995, the Board of Directors adopted the Company's Stock Option 1995 Stock Option Plan to permit the issuance of incentive Plan stock options under Section 422 of the Internal Revenue Code. There are 500,000 shares of common stock authorized for non-qualified and incentive stock options under the plan, which are subject to adjustment in the event of stock splits, stock dividends and other situations. Under the plan, no options may be granted more than ten years after the effective date of the plan. The exercise price of all incentive stock options granted under the option plan may be no less than fair market value of such shares on the date of grant. Stock option activity for the years ended September 30, 2001, 2000 and 1999 is as follows:
PARIS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 11 Options outstanding as of September 30, 2001 have an average Stock Option exercise price of $3.01 and a remaining contractual life of Plan 4.80 years. Options outstanding as of September 30, 2000 (continued) have an average exercise price of $3.23 and a remaining contractual life of 3.83 years. Options outstanding as of September 30, 1999 have an average exercise price of $3.50 and a remaining contractual life of 5.1 years.
Statement of Financial Accounting Standards No. 123 ("SFAS No. 123") requires pro forma information regarding net income and earnings per share as if the Company had accounted for its employee stock options granted under the fair value method of SFAS No. 123. The fair value of these equity awards was estimated at the date of grant using the Black-Scholes option pricing methods. The weighted average assumptions used were: risk free interest rate of 4.00% and 6.00%; expected volatility of 0.18% and 1.08%; expected option life of five to ten years and expected dividends rate of 0.0% for the years ended September 30, 2001 and 1999, respectively. No options were granted during the year ended September 30, 2000.
The pro forma effect on net income and earnings per share for the years ended September 30, 2001, 2000 and 1999 is as follows:
NOTE 12 Leases ------ Commitments and Contingencies The Company has certain operating leases, primarily for its New Jersey and Texas operating facilities, expiring at various dates.
Rental expense amounted to $560,453, $561,756 and $562,919 for the years ended September 30, 2001, 2000 and 1999, respectively.
PARIS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 12 Leases (continued) ------------------ Commitments and Scheduled minimum rental payments under noncancelable Contingencies operating leases as of September 30, 2001 were as follows: (continued) Year Ending September 30 ------------------------
2002 $ 573,000 2003 599,000 2004 328,000 ----------
$1,500,000 ==========
In May, 1998, the Company entered into a contract to sell its office and production facility in New Jersey for a total price of $4,500,000. In addition, the Company entered into an agreement to lease the facility back for a period of three years plus, at the Company's option, an additional two three-year renewal periods. In May, 2001, the Company exercised the first renewal option. The total gain of $1,070,661 has been deferred and is being recognized over the term of the original lease in the monthly amount of $29,741. The amount of the gain deferred was $-0- and $218,891 as of September 30, 2001 and 2000, respectively, and is included on the consolidated balance sheet in liabilities as deferred revenue. The total gain recognized to date was $1,070,661 and $851,770 as of September 30, 2001 and 2000, respectively.
During 2001, the Company subleased a portion of its facilities under the terms of an operating lease which expires in January, 2002. Other income includes $77,000 of rental income for the year ended September 30, 2001.
Contingencies -------------
The Company has agreements with certain customers and vendors which include potential rebates, commissions and other liabilities upon the fulfillment of certain terms and conditions. Management has estimated and recorded contingent liabilities of approximately $478,000 and $403,000 as of September 30, 2001 and 2000, respectively, related to these agreements and other potential liabilities.
NOTE 13 The Company has a defined contribution plan covering Profit-Sharing substantially all employees. Employer contributions were and Deferred $65,458, $65,922 and $66,213 for the years ended September 30, Compensation 2001, 2000 and 1999, respectively. Plans
PARIS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 14 The Company operates in three basic segments or lines of Segment business. These segments are (1) stock continuous forms and Information cutsheets, (2) custom continuous forms and cutsheets, and (3) retail papers and office products, including computer/printer hardware and software products. The following table sets forth certain financial information with respect to these segments and reconciles such information to the consolidated financial statements.
PARIS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
________________________________________________________________________________
Segment operating income (loss) is determined by deducting from sales of products and services, cost of products sold, and selling, general and administrative expenses directly related or allocable to the segment. Not included in segment operating income are certain income and expense items such as interest income and expense, other income, minority interest and income taxes.
The reporting segments follow the same accounting policies used for the Company's consolidated financial statements and described in the summary of significant accounting policies. Management evaluates a segment's performance based on profit or loss from operations before income taxes and minority interest.
NOTE 15 Other income, net, for the years ended September 30, 2001, Other Income, 2000 and 1999 consists of the following: Net
Interest income is net of margin interest expense of approximately $38,500, $47,000 and $7,500 for the fiscal years ended September 30, 2001, 2000 and 1999, respectively.
PARIS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 16 The Company's financial instruments that are exposed to Concentrations concentrations of credit risk consist primarily of cash, of Credit Risk cash equivalents, investments and trade accounts receivable. The Company places its cash and cash equivalents with commercial credit institutions. At times, the balances may be in excess of the FDIC insurance limit.
The Company maintains investment accounts with several stock brokerage firms. The accounts contain cash and securities. The Securities Investor Protection Corporation insures balances up to $500,000 (with a limit of $100,000 for cash).
For the years ended September 30, 2001 and 2000, approximately 68% and 56%, respectively, of the Company's sales were to three customers in the consumer segment. For the year ended September 30, 1999, approximately 70% of the Company's sales were to two customers in the retail segment. The Company routinely assesses the financial strength of customers and as a consequence believes that its trade accounts receivable credit risk exposure is limited.
The Company transacted significant business with two vendors who provided a combined total of 58% of product purchases for each of the years ended September 30, 2001, 2000 and 1999.
NOTE 17 In September, 1998, the Company began a buy-back program of Stock Buy-Back its common stock at prevailing market prices. As of Program September 30, 2001, the Company had purchased 119,700 of its common shares under this program.
In December, 1999, the Company purchased 175,500 of its common shares from one investor in a separate transaction.
NOTE 18 The Company is negotiating a plan to take the Company Pending private. Although the terms of the plan have not been Subsequent finalized as of the date of this report, management expects Event, to redeem all outstanding shares of the Company (except Privatization those held by Gerard M. Toscani, the Company's Senior Vice President) at a redemption price of $4.50 per share. Gerard M. Toscani would then own 100% of the Company's shares. Management is also negotiating the terms of bank financing for the expected transaction. No adjustments have been made to the accompanying financial statements as a result of this pending transaction.
PARIS CORPORATION ----------------- SCHEDULE II ----------- VALUATION AND QUALIFYING ACCOUNTS ---------------------------------
ITEM 9
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
As disclosed in form 8K filed in June 2000, incorporated herein by reference.
Independent Auditor's Report
Board of Directors and Shareholders Paris Corporation Burlington, New Jersey
We have audited the accompanying consolidated balance sheets of PARIS CORPORATION AND SUBSIDIARIES as of September 30, 2001 and 2000 and the related consolidated statements of operations and comprehensive income, of changes in shareholders' equity and of cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. The consolidated financial statements of PARIS CORPORATION AND SUBSIDIARIES for the years ended September 30, 1999, were audited by other auditors, whose report dated November 19, 1999 expressed an unqualified opinion on those statements.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the 2001 and 2000 consolidated financial statements referred to above present fairly, in all material respects, the financial position of PARIS CORPORATION AND SUBSIDIARIES as of September 30, 2001 and 2000 and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
/s/ GOLDENBERG ROSENTHAL, LLP
Jenkintown, Pennsylvania November 30, 2001
PART III
ITEM 10
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors of the Company are elected for a term of one year. The current Directors and Officers of the Company, together with their ages, positions, backgrounds, and business experiences are set forth below:
NAME AGE POSITION WITH THE COMPANY - ---- --- -------------------------
Dominic P. Toscani, Sr. 73 President, Chief Executive Officer, (4) Treasurer and Chairman of the Board of Directors
Gerard M. Toscani 41 Senior Vice President and Director (3), (4)
Palmer E. Retzlaff 70 Director (2), (3)
Frank A. Mattei, M.D. 80 Director (1)
Oscar Tete 77 Director (1), (2)
John V. Petrycki 61 Director (1), (3)
Gerald A. Sandusky 57 Director (1), (2)
William L. Lomanno 34 Chief Financial Officer
(1) Member of Compensation and Stock Option Committee (2) Member of Audit Committee (3) Member of the Investment and Finance Committee (4) Dominic P. Toscani, Sr. is the father of Gerard M. Toscani
Dominic P. Toscani, Sr. is the founder of the Company, has served as a Director and has been responsible for its management since its inception. Prior to the founding of the Company, Mr. Toscani was a practicing attorney.
Gerard M. Toscani became a Director of the Company in 1992. He was appointed Senior Vice President during fiscal 1990 and was the Company's Vice President of Sales and Marketing since January 1987. He previously served as Sales and Marketing Manager since September 1982.
Palmer E. Retzlaff became a Director in November 1993. He has been President of Southwest Grain Co., Inc. since 1973. Previously he was the General Manager of the Philadelphia Eagles.
Frank A. Mattei was elected to the Board of Directors in March 1986. He has been a practicing orthopedic surgeon and is associated with North Philadelphia Health System, (formerly Girard Medical Center), and St. Agnes Medical Center in Philadelphia.
Oscar Tete was elected to the Board of Directors in March 1986. Mr. Tete retired in 1990. He was an Executive Vice President of First Fidelity Bank in Burlington, New Jersey since 1972.
John Petrycki was elected to the Board of Directors in August 1995. Mr. Petrycki retired in 1995. He was President and CEO of PNC Bank in south central Pennsylvania.
Gerald A. Sandusky was elected to the Board of Directors in February 2000. He was previously defensive coodinator of Penn State University Football since 1968. He is the founder and Chairman of the Board of the Second Mile Foundation.
William L. Lomanno became Chief Financial Officer in April 1998. He has been with the Company since 1991 and has previously served as the Controller and Accounting Manager for the Company.
ITEM 11
ITEM 11 - SUMMARY COMPENSATION
The following table contains information regarding the individual compensation of the two most highly compensated officers of the Company in fiscal years 2001, 2000 and 1999.
Summary Compensation Table
ITEM 12
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS (AS NOVEMBER 15, 2000)
* Less than 1% (1) Based on 3,270,535 shares outstanding and 261,300 options currently exercisable on November 15, 2001.
(2) Includes 1,028,197 shares personally held; 35,520 shares held by Paris Corporation Profit Sharing Plan of which Mr. Toscani is the Plan Trustee; 14,745 shares held by Toscani Investment Company, a family partnership; and 50,000 options exercisable as of November 15, 2001.
(3) The Caritas Foundation, a tax exempt organization formed under Section 501(C)(3) of the Internal Revenue Code of 1954, as amended, was organized in 1984 by Dominic P. Toscani, Sr. to promote the objectives of free enterprise and to support individual freedom. At the present time Reverend Peter Toscani, O.S.A., is sole trustee of the foundation.
(4) Includes options currently exercisable individually and all officers as a group (215,000).
ITEM 13
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no other material relationships or transactions which qualify for disclosure under this caption.
PART IV
ITEM 14
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
This consolidated financial statements and related schedules filed as part of this Annual Report on Form 10-K are included in Part II, Item 8.
REPORTS ON FORM 8-K
As disclosed in form 8K filed in June 2000, incorporated herein by reference.
EXHIBITS:
The following exhibits (with the exception of Exhibit 3.4, 10.5(b), 10.7 and 22(a)) are incorporated by reference to the Company's registration statement on Form S-18 (no.-3-3344-W) filed February 13, 1986 with the Securities and Exchange Commission and effective March 25, 1986. Exhibit 3.4, 10.5(b) and 10.7 are incorporated by reference to the Company's fiscal 1989 Form 10-K filed with the Securities and Exchange Commission on December 19, 1989. Exhibit 22(a) is incorporated by reference to the Company's fiscal 1990 Form 10-K filed with the Securities and Exchange Commission on December 27, 1991.
3.1 Articles of Incorporation of the Company. 3.2 Amendment to Articles of Incorporation, dated January 6, 1986. 3.3 Amendment to Articles of incorporation, dated January 7, 1986. 3.4 By-laws of Company, as amended. 4.2(a) Form of Warrant to Purchase Common Stock of Company. 10.5 Company's Profit Sharing Plan, dated October 1, 1979. 10.5(a) Amendment to Profit Sharing Plan, dated October 2, 1985. 10.5(b) Amendment to Profit Sharing Plan, dated October 1, 1986. 10.6 Company's Stock Option Plan, dated October 1, 1985. 10.7 Line of Credit (loan agreement) of $2,000,000 from the Fidelity Bank. 10.9 Bucks County Industrial Development Authority Loan Agreement for 1,500,000 dated April 10, 1985. 10.9(a) Letter Amendment, dated March 4, 1986 from Special Counsel to Fidelity Bank. 10.9(b) Letter Amendment, dated March 5, 1986 from Fidelity Bank to Special Counsel. 10.10 New Jersey Economic Development Authority Note for 3,000,000 by Company, dated September 10, 1985. 10.10(a) Letter Agreement, dated March 4,1986 from Special Counsel to Fidelity Bank. 10.10(b) Letter Amendment dated March 5, 1986 from Fidelity Bank to Special Counsel. 10.10(c) Letter dated, March 24, 1986 from Special Counsel to Fidelity Bank with respect to the New Jersey Economic Development Authority Loan. 21(a) List of Subsidiaries.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.
PARIS CORPORATION
Date: January 15, 2002 By: /s/ Dominic P. Toscani, Sr. -------------------- ----------------------------------------- Dominic P. Toscani, Sr. (President, Chairman Board of Directors)
Date: January 15, 2002 By: /s/ William L. Lomanno -------------------- ----------------------------------------- William L. Lomanno (Chief Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURES