InTest 10-Q 2010
For the quarterly period ended September 30, 2010 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to ___________________
Commission File Number 0-22529
7 Esterbrook Lane
(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.
Large accelerated filer ___ Accelerated filer ___
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
PART 1. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Sept. 30, Dec. 31, 2010 2009 -------- -------- ASSETS: (Unaudited) Current assets: Cash and cash equivalents $ 6,197 $ 2,647 Trade accounts receivable, net of allowance for doubtful accounts of $238 and $154, respectively 7,940 5,413 Inventories 3,188 3,064 Prepaid expenses and other current assets 465 377 Total current assets 17,790 11,501 Property and equipment: Machinery and equipment 3,224 3,377 Leasehold improvements 581 533 Gross property and equipment 3,805 3,910 Less: accumulated depreciation (3,613) (3,613) Net property and equipment 192 297 Goodwill 1,656 1,656 Intangible assets, net 1,111 1,212 Restricted certificates of deposit 500 250 Other assets 222 228 Total assets $21,471 $15,144 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,554 $ 2,576 Accrued wages and benefits 1,511 653 Accrued professional fees 405 375 Accrued warranty 266 228 Accrued sales commissions 628 315 Accrued restructuring and other charges - 130 Other accrued expenses 595 455 Domestic and foreign income taxes payable 31 18 Notes payable to stockholder 381 381 Deferred rent 118 118 Total current liabilities 5,489 5,249 Notes payable to stockholder, net of current portion 1,144 1,144 Deferred rent, net of current portion 69 157 Total liabilities 6,702 6,550 Commitments and contingencies (Notes 9 and 11) Stockholders' equity: Preferred stock, $0.01 par value; 5,000,000 shares authorized; no shares issued or outstanding - - Common stock, $0.01 par value; 20,000,000 shares authorized; 10,464,505 and 10,193,255 shares issued, respectively 105 102 Additional paid-in capital 25,911 25,798 Accumulated deficit (11,843) (17,801) Accumulated other comprehensive earnings 1,332 1,356 Treasury stock, at cost; 119,029 and 139,299 shares, respectively (736) (861) Total stockholders' equity 14,769 8,594 Total liabilities and stockholders' equity $21,471 $15,144 ======= =======
See accompanying Notes to Consolidated Financial Statements.
Three Months Ended Nine Months Ended Sept. 30, Sept. 30, ------------------ ------------------ 2010 2009 2010 2009 ------- ------- ------- ------- Net revenues $11,305 $ 6,009 $36,094 $15,076 Cost of revenues 5,853 3,577 18,737 10,425 ------- ------- ------- ------- Gross margin 5,452 2,432 17,357 4,651 ------- ------- ------- ------- Operating expenses: Selling expense 1,444 988 4,427 3,161 Engineering and product development expense 767 515 2,255 1,848 General and administrative expense 1,555 1,161 4,689 4,219 Restructuring and other charges - 27 - 356 ------- ------- ------- ------- Total operating expenses 3,766 2,691 11,371 9,584 ------- ------- ------- ------- Operating income (loss) 1,686 (259) 5,986 (4,933) ------- ------- ------- ------- Other income (expense): Interest income 2 7 6 40 Interest expense (18) (20) (54) (54) Other 24 (5) 37 (44) ------- ------- ------- ------- Total other income (expense) 8 (18) (11) (58) ------- ------- ------- ------- Earnings (loss) before income tax expense (benefit) 1,694 (277) 5,975 (4,991) Income tax expense (benefit) 16 1 17 (6) ------- ------- ------- ------- Net earnings (loss) $ 1,678 $ (278) $ 5,958 $(4,985) ======= ======= ======= ======= Net earnings (loss) per common share-basic $0.17 $(0.03) $0.60 $(0.50) Weighted average common shares outstanding-basic 10,033,034 9,982,972 10,011,173 9,971,157 Net earnings (loss) per common share-diluted $0.17 $(0.03) $0.59 $(0.50) Weighted average common and common share equivalents outstanding-diluted 10,194,580 9,982,972 10,127,329 9,971,157
See accompanying Notes to Consolidated Financial Statements.
Three Months Ended Nine Months Ended Sept. 30, Sept. 30, ------------------ ----------------- 2010 2009 2010 2009 ------- ------- ------- ------- Net earnings (loss) $ 1,678 $ (278) $ 5,958 $(4,985) Foreign currency translation adjustments 96 114 (24) 46 ------- ------- ------- ------- Comprehensive earnings (loss) $ 1,774 $ (164) $ 5,934 $(4,939) ======= ======= ======= =======
See accompanying Notes to Consolidated Financial Statements.
Accumulated Common Stock Addt'l Other Total ----------------- Paid-In Accumulated Comprehensive Treasury Stockholders' Shares Amount Capital Deficit Earnings Stock Equity ---------- ------ -------- ----------- ------------- -------- ------------- Balance, January 1, 2010 10,193,255 $ 102 $25,798 $(17,801) $1,356 $(861) $ 8,594 Net earnings - - - 5,958 - - 5,958 Other comprehensive loss - - - - (24) - (24) Amortization of deferred compensation related to restricted stock - - 166 - - - 166 Issuance of non-vested shares of restricted stock 273,750 3 (3) - - - - Forfeiture of non-vested shares of restricted stock (2,500) - - - - - - Issuance of 20,270 shares of treasury stock to satisfy profit sharing liability - - (50) - - 125 75 ---------- ----- ------- -------- ------ ----- ------- Balance, September 30, 2010 10,464,505 $ 105 $25,911 $(11,843) $1,332 $(736) $14,769 ========== ===== ======= ======== ====== ===== =======
See accompanying Notes to Consolidated Financial Statements.
Nine Months Ended Sept. 30, ------------------ 2010 2009 ------- ------- CASH FLOWS FROM OPERATING ACTIVITIES Net earnings (loss) $ 5,958 $(4,985) Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 281 389 Foreign exchange loss 10 113 Amortization of deferred compensation related to restricted stock 166 100 Profit sharing expense funded through the issuance of treasury stock 75 - (Gain) loss on disposal of property and equipment (5) 33 Proceeds from sale of demonstration equipment, net of gain 8 3 Changes in assets and liabilities: Trade accounts receivable (2,540) (116) Inventories (131) 963 Prepaid expenses and other current assets (89) 336 Restricted certificates of deposit (250) (250) Other assets 1 661 Accounts payable (1,025) 420 Accrued wages and benefits 865 (779) Accrued professional fees 31 (56) Accrued warranty 38 (42) Accrued sales commissions 314 140 Accrued restructuring and other charges (130) (136) Other accrued expenses 141 (78) Domestic and foreign income taxes payable 13 (159) Deferred rent (88) (88) ------- ------- Net cash provided by (used in) operating activities 3,643 (3,531) ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (84) (61) ------- ------- Net cash used in investing activities (84) (61) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES Repayment of capital lease obligations - (6) ------- ------- Net cash used in financing activities - (6) ------- ------- Effects of exchange rates on cash (9) (361) ------- ------- Net cash provided by (used in) all activities 3,550 (3,959) Cash and cash equivalents at beginning of period 2,647 7,137 ------- ------- Cash and cash equivalents at end of period $ 6,197 $ 3,178 ======= ======= SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Issuance of non-vested shares of restricted stock $ 448 $ - Forfeitures of non-vested shares of restricted stock $ (11) $ (64) Cash payments for: Domestic and foreign income taxes $ 1 $ 160 Interest - 3
See accompanying Notes to Consolidated Financial Statements.
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(In thousands, except for share and per share data)
We are an independent designer, manufacturer and marketer of mechanical, thermal and electrical products that are primarily used by semiconductor manufacturers in conjunction with automatic test equipment ("ATE") in the testing of integrated circuits ("ICs" or "semiconductors").
Basis of Presentation and Use of Estimates
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(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Net Earnings (Loss) Per Common Share
New Accounting Standards
In January 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements ("ASU 2010-06"), which amends the disclosure guidance with respect to fair value measurements. Specifically, the new guidance requires disclosure of amounts transferred in and out of Levels 1 and 2 fair value measurements, a reconciliation presented on a gross basis rather than a net basis of activity in Level 3 fair value measurements, greater disaggregation of the assets and liabilities for which fair value measurements are presented and more robust disclosure of the valuation techniques and inputs used to measure Level 2 and 3 fair value measurements. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, with the exception of the new guidance around the Level 3 activity reconciliations, which is effective for fiscal years beginning after December 15, 2010. The adoption of ASU 2010-06 for reporting as of March 31, 2010 did not have any impact on our consolidated financial statements.
(3) GOODWILL AND INTANGIBLE ASSETS
At each of September 30, 2010 and December 31, 2009, our goodwill totaled $1,656 and our indefinite-lived intangible asset totaled $510. The goodwill and indefinite-lived intangible asset are both a result of our acquisition of Sigma in October 2008 and are allocated to our Thermal Products reporting unit, as discussed in Note 3 to the consolidated financial statements in our 2009 Form 10-K.
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The following table sets forth changes in the amount of the carrying value of finite-lived intangible assets for the nine months ended September 30, 2010:
The following table sets forth the estimated annual amortization expense for our finite-lived intangible assets for each of the next five years:
In response to the significant decline in our orders and net revenues during 2008 and 2009, we took actions to reduce our cost structure. The actions taken in 2009 are discussed below. Actions taken in 2008 are discussed in Note 5 to the consolidated financial statements in our 2009 Form 10-K. We continue to explore methods to further reduce our costs and we may incur additional restructuring charges in future periods; however, we cannot predict the amount of such charges at this time.
In September 2009, we approved the relocation of Sigma from El Cajon, California to Sharon, Massachusetts (the "Sigma Relocation") where Temptronic Corporation's manufacturing operations are located. As a result of the relocation, Sigma now shares a facility with Temptronic (both of these operations are part of our Thermal Products segment). On September 30, 2009, we announced this relocation to the Sigma employees. In connection with the facility closure in El Cajon, we terminated 18 Sigma employees, representing approximately 32% of the employees in this segment, and incurred approximately $115 in one-time termination benefits related to this action during the fourth quarter of 2009. We completed the facility closure in El Cajon during the fourth quarter of 2009 and completed the relocation of the product line to our facility in Sharon during the first quarter of 2010. During the fourth quarter of 2009, we incurred approximately $195 of facility closure costs related to this action. These costs included lease termination fees of approximately $62 and other costs associated with this consolidation of facilities, including the cost to relocate inventory, equipment and personnel, of approximately $133. This action was taken to reduce the operating expenses of this segment in response to current business conditions.
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(4) RESTRUCTURING AND OTHER CHARGES (Continued)
Our restructuring costs for the nine months ended September 30, 2010 are summarized as follows:
Our restructuring costs for the nine months ended September 30, 2009 are summarized as follows:
Teradyne, Inc. accounted for 14% of our consolidated net revenues for the nine months ended September 30, 2010. Texas Instruments Incorporated accounted for 13% and 12% of our consolidated net revenues for the nine months ended September 30, 2010 and 2009, respectively. While all three of our operating segments sold products to these customers, these revenues were primarily generated by our Mechanical Products and Electrical Products segments. During the nine months ended September 30, 2010 and 2009, no other customer accounted for 10% or more of our consolidated net revenues.
Inventories held at September 30, 2010 and December 31, 2009 were comprised of the following:
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As a result of our acquisition of Sigma as more fully discussed in Note 3 to the consolidated financial statements in our 2009 Form 10-K, we have non-negotiable promissory notes in an aggregate principal amount of $1,525 outstanding at September 30, 2010 and December 31, 2009. The notes bear interest at the prime rate plus 1.25% and are secured by the assets of Sigma. Interest is payable annually on the anniversary of closing. Principal is payable in four equal annual installments of $381 beginning on October 6, 2010.
(8) LEASEHOLD IMPROVEMENTS AND DEFERRED RENT
We record tenant improvements made to our leased facilities based on the amount of the total cost to construct the improvements regardless of whether a portion of that cost was paid through an allowance provided by the facility's landlord. The amount of the allowance, if any, is recorded as deferred rent. We amortize deferred rent on a straight-line basis over the lease term and record the amortization as a reduction of rent expense. Amortization of deferred rent was $88 for the nine months ended September 30 during both 2010 and 2009.
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U.K. Lease Guarantee
In connection with the closure of our U.K. manufacturing operation, we have entered into a sub-leasing arrangement for the facility which was occupied by this operation prior to its closure. As a condition of the sub-lease, the landlord of this facility has required that we guarantee the performance of the sub-lessee with respect to the lease payments. We have performed a credit analysis of the sub-lessee and believe that a default by them with regard to their obligations under the sub-lease agreement is remote. However, as of September 30, 2010, there was approximately $22 of future payments that we would be obligated to make if the sub-lessee were to default and we were unable to enter into a new sub-lease agreement with another party. Our original lease on this facility extends through December 31, 2010. As of September 30, 2010 we have not recorded any amounts in our financial statements related to this guarantee.
As of September 30, 2010, we have outstanding stock options and unvested restricted stock awards granted under stock-based employee compensation plans that are described more fully in Note 16 to the consolidated financial statements in our 2009 Form 10-K.
There was no compensation expense capitalized in the nine months ended September 30, 2010 or 2009.
(10) STOCK-BASED COMPENSATION (Continued)
The following table summarizes the activity related to nonvested shares for the nine months ended September 30, 2010:
The following table summarizes the stock option activity for the nine months ended September 30, 2010:
(11)EMPLOYEE BENEFIT PLANS
We have a defined contribution 401(k) plan (the "inTEST 401(k) Plan") for our employees who work in the U.S. As a part of this plan, we may match a portion of employee contributions. This plan, including our discretionary employer matching contributions, is more fully discussed in Note 17 to the consolidated financial statements in our 2009 Form 10-K. Effective April 1, 2010, we restored the 401(k) Plan discretionary matching contribution for all domestic employees which had been eliminated for most of these employees at the beginning of 2009. Total expense recorded related to these matching contributions was $157 and $0 for the nine months ended September 30, 2010 and 2009, respectively.
(12) SEGMENT INFORMATION
We have three reportable segments, which are also our reporting units: Mechanical Products, Thermal Products and Electrical Products.
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(12) SEGMENT INFORMATION (Continued)
The Mechanical Products segment includes the operations of our Cherry Hill, New Jersey manufacturing facility and the operations of Diamond, which we acquired in July 2008, as more fully discussed in Note 3 to the consolidated financial statements in our 2009 Form 10-K. In addition, in 2009, our Mechanical Products segment included the operations of two of our foreign subsidiaries: inTEST KK (Japan) and inTEST Pte, Limited (Singapore). As discussed more fully in Note 4, we closed inTEST KK during the fourth quarter of 2009. In addition, we reduced our workforce significantly at inTEST Pte and have centralized the manufacturing of all Mechanical Products in our Cherry Hill, New Jersey manufacturing facility. As a result of this workforce reduction and centralization of manufacturing operations, the remaining operations at inTEST Pte are primarily the sale and servicing of Thermal Products. Accordingly, effective January 1, 2010, this operation is included in our Thermal Products segment for reporting and we have reclassified the 2009 segment disclosures to reflect this change. Sales of our Mechanical Products segment consist primarily of manipulator and docking hardware products, which we design, manufacture and market. In addition, this segment provides post warranty service and support for various ATE equipment.
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The following table provides information about our geographic areas of operation. Net revenues from unaffiliated customers are based on the location to which the goods are shipped.
(13) SUBSEQUENT EVENTS
On October 8, 2010, the Governor of California signed the state's budget which continued the suspension of the net operating loss corporate tax benefit for 2010 and 2011. As a result of this action, we will not be able to use our existing net operating loss carry forward to offset our taxable income for 2010 and the impact of this suspension will cause us to accrue approximately $70 of income tax expense for the nine months ended September 30, 2010. This accrual will be made during the fourth quarter of 2010, since this was the period in which this change was enacted.
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Risk Factors and Forward-Looking Statements
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (Continued)
smaller quantities (which prevents us from acquiring component materials in larger volumes at lower cost and increasing unit costs), (ii) the increasing practice of OEM manufacturers to specify other suppliers as primary vendors, with less frequent opportunities to compete for such designations, (iii) the increased role of third-party test and assembly houses in the ATE market and their requirement of products with a greater range of use at the lowest cost, and (iv) customer supply line management groups demanding lower prices and spreading purchases across multiple vendors. In addition, due to the global recession, several semiconductor manufacturers have failed, which has resulted in a significant amount of used ATE equipment coming onto the market, which has reduced demand for certain types of new ATE equipment. While the supply of used equipment on the market has negatively impacted demand in all our product segments, we believe our Thermal Products segment has experienced a higher level of loss of current sales due to this issue. We currently expect the increased demand for ATE equipment will consume the supply of used equipment within several quarters, but we cannot determine with any degree of certainty when this issue of oversupply of used equipment will cease. These shifts in market practices have had, and may continue to have, varying levels of impact on our operating results, which are difficult to quantify or predict from period to period. Management has taken, and will continue to take, such actions it deems appropriate to adjust our strategies, products and operations to counter such shifts in market practices as they become evident.
Our consolidated net revenues for the quarter ended September 30, 2010 increased $5.3 million or 88% as compared to the same period in 2009. Compared to the quarter ended June 30, 2010, our consolidated net revenues decreased $4.0 million or 26%. For the quarter ended September 30, 2010, net revenues (net of intersegment sales) of our Mechanical, Thermal and Electrical Products segments increased $1.9 million or 95%, $1.8 million or 61% and $1.5 million or 158%, respectively, compared to the same period in 2009. Compared to the quarter ended June 30, 2010, the net revenues (net of intersegment sales) of our Mechanical and Electrical Products segments decreased $3.8 million or 49% and $232,000 or 8%, respectively, while the net revenues (net of intersegment sales) of our Thermal Products segment increased $104,000 or 2%.
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The increase in our consolidated net revenues during the third quarter of 2010 as compared to the same period in 2009 reflects continued strong demand in the ATE industry that began in the second half of 2009. During the first half of 2009, we continued to experience a significant decline in demand in all of our product segments. This decline in demand began in the second half of 2008 and worsened significantly as the global economic recession that began in late 2008 continued into 2009. However, as 2009 progressed, the semiconductor industry began to experience increased levels of demand which resulted in increased levels of orders for our products. As a result of the improvement in demand in the semiconductor industry, we experienced sequential quarterly growth in the level of both our orders and net revenues throughout 2009. This sequential quarterly growth continued in the first and second quarters of 2010 with respect to our net revenues. During the second quarter of 2010, however, our total consolidated orders declined $1.8 million or 13% as compared to the first quarter of the year. This decrease was made up of a $2.4 million or 35% decline in orders for our Mechanical Products segment and a $1.0 million or 33% decline in orders for our Electrical Products segment, which was partially offset by an increase in orders for our Thermal Products segment of $1.6 million or 38%. The decrease in the level of our orders in our Mechanical and Electrical Products segments during the second quarter of 2010 resulted in the aforementioned decline in the net revenues of these segments during the third quarter of 2010 as compared to the second quarter of the year. During the third quarter of 2010, we experienced a further decline in the level of our consolidated orders, which decreased $2.4 million or 20% from the level achieved in the second quarter of 2010. Total orders for our Mechanical, Thermal and Electrical Products segments declined $827,000 or 18%, $1.5 million or 26% and $139,000 or 7% during the third quarter of 2010 as compared to the second quarter of the year. As a result, we expect our consolidated net revenues for the fourth quarter of the year to decline from the level of the third quarter. We believe the recent declines in orders in all of our segments during the third quarter of 2010 as compared to the second quarter of the year reflect normal cyclical variation in the ATE industry. We cannot be certain what the level of our orders or net revenues will be in any future period for any of our product segments.
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and fabricated material included in our product compared with the amount of third-party designed and fabricated material included in our product. The weight of each of these factors, as well as the current market conditions, determines the ultimate sales price we can obtain for our products and the resulting gross margin.
Quarter Ended September 30, 2010 Compared to Quarter Ended September 30, 2009
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Other Income (Expense). Other income was $8,000 for the third quarter of 2010 compared to other expense of $18,000 for the third quarter of 2009. The shift to other income in the third quarter of 2010 from other expense in the comparable prior period primarily represents fees paid by one customer to expedite the delivery of an order as well as a reduction in foreign exchange transaction losses in the third quarter of 2010 as compared to the same period in 2009.
Selling Expense. Selling expense was $4.4 million for the nine months ended September 30, 2010 compared to $3.2 million for the same period in 2009, an increase of $1.3 million or 40%. The increase in selling expense primarily reflects higher levels of commissions as a result of the significant increase in net revenues experienced in the first nine months of 2010 as compared to the first nine months of 2009.
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Purchases of property and equipment were $84,000 for the nine months ended September 30, 2010. We have no significant commitments for capital expenditures for the balance of 2010, however, depending upon changes in market demand, we may make such purchases as we deem necessary and appropriate. As previously mentioned, we will be relocating the Mechanical Product segment operations and corporate staff currently occupying our Cherry Hill, New Jersey facility into a smaller facility located in Mount Laurel, New Jersey during the fourth quarter of 2010. We are currently in the process of obtaining proposals for the various costs associated with this move and do not yet have a complete estimate of the total capital expenditures that we will incur to complete this move. The landlord for the new Mount Laurel facility will be providing the majority of the tenant improvement dollars for this facility, which we will amortize over the life of the lease as deferred rental expense. We expect to reduce our annual operating expenses by approximately $250,000 per year as a result of the relocation of our Cherry Hill operation to Mount Laurel.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This disclosure is not required for a smaller reporting company.
Item 4. CONTROLS AND PROCEDURES
CEO and CFO Certifications. Included with this Quarterly Report as Exhibits 31.1 and 31.2 are two certifications, one by each of our Chief Executive Officer and our Chief Financial Officer (the "Section 302 Certifications"). This Item 4 contains information concerning the evaluations of our disclosure controls and procedures that are referred to in the Section 302 Certifications. This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics addressed therein.
"Disclosure controls and procedures" mean the controls and other procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 (the "Exchange Act"), such as this Report, is recorded, processed, summarized and reported within the time periods specified in the rules and forms promulgated by the SEC. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time we may be a party to legal proceedings occurring in the ordinary course of business. We are not currently involved in any material legal proceedings.
Item 1A. Risk Factors
Information regarding the primary risks and uncertainties that could materially and adversely affect our future performance or could cause actual results to differ materially from those expressed or implied in our forward-looking statements, appears in Part I, Item 1A -- "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2009.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. (Removed and Reserved)
Item 5. Other Information
Item 6. Exhibits
A list of the Exhibits which are required by Item 601 of Regulation S-K and filed with this Report is set forth in the Index to Exhibits immediately following the signature page, which Index to Exhibits is incorporated herein by reference.
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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.
Index to Exhibits
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