SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003
o
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
Commission File No. 000-26991
ANTHONY & SYLVAN POOLS CORPORATION
(Exact name of registrant as specified in its charter)
| Ohio (State of Incorporation) |
31-1522456 (I.R.S. Employer Identification No.) |
| 6690 Beta Drive, Mayfield Village, Ohio (Address of Principal Executive Offices) |
44143 (Zip Code) |
Registrant’s telephone number, including area code:
(440) 720-3301
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
None
| Title of Each Class |
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Name of Each Exchange on which Registered |
| Common Shares, No Par Value |
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The Company’s common stock trades |
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, as amended, during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by checkmark
whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes x No o
Indicate the number of shares outstanding of each of issuer’s classes of common shares, as of the latest practical date.
| Class Common Shares, no par value |
Outstanding at May 7, 2003 5,341,818 Shares |
ANTHONY AND SYLVAN POOLS CORPORATION
FORM 10-Q
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Begins on Page |
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| PART I |
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Financial Information |
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Item 1. |
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Financial Statements |
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Condensed Consolidated Balance Sheets – March 31, 2003 (unaudited) and December 31, 2002 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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| PART II |
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Other Information |
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Item 1. |
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Item 2. |
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Item 4. |
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Item 6. |
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2
PART I.
FINANCIAL INFORMATION
Item 1.
Financial Statements
ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Dollars in thousands)
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March 31, |
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December 31, |
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(unaudited) |
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(audited) |
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| Assets |
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| Current Assets: |
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| Cash and cash equivalents |
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$ |
1,621 |
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$ |
432 |
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| Contract receivables, net |
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6,272 |
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8,354 |
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| Inventories |
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8,231 |
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5,841 |
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| Prepayments and other |
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5,117 |
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3,655 |
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| Deferred income taxes |
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1,586 |
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1,936 |
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| Total current assets |
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22,827 |
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20,218 |
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| Property, plant and equipment, net |
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7,323 |
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7,794 |
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| Goodwill, net |
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26,276 |
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26,276 |
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| Deferred income taxes |
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1,095 |
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373 |
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| Other |
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2,990 |
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2,951 |
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| Total assets |
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$ |
60,511 |
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$ |
57,612 |
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| Liabilities and Shareholders’ Equity |
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| Current Liabilities: |
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| Accounts payable |
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$ |
8,679 |
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$ |
4,310 |
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| Accrued expenses |
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14,108 |
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11,149 |
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| Net liabilities of discontinued operations |
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640 |
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1,169 |
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| Accrued income taxes |
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14 |
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14 |
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| Total current liabilities |
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23,441 |
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16,642 |
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| Long-term debt |
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6,550 |
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6,300 |
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| Other long-term liabilities |
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3,295 |
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3,526 |
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| Commitments and contingencies |
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— |
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— |
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| Shareholders’ equity |
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27,225 |
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31,144 |
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| Total liabilities and shareholders’ equity |
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$ |
60,511 |
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$ |
57,612 |
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See notes to unaudited condensed consolidated financial statements.
3
ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
For the Three Months Ended March 31, 2003 and 2002
(In thousands, except per share data)
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2003 |
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2002 |
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| Net sales |
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$ |
18,285 |
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$ |
23,132 |
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| Cost of sales |
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15,068 |
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17,738 |
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| Gross profit |
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3,217 |
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5,394 |
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| Operating expenses |
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9,267 |
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9,056 |
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| Operating loss from continuing operations |
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(6,050 |
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(3,662 |
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| Interest and other expense |
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126 |
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138 |
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| Loss before income taxes from continuing operations |
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(6,176 |
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(3,800 |
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| Benefit from income taxes |
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(2,223 |
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(1,433 |
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| Net loss from continuing operations |
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(3,953 |
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(2,367 |
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| Loss from discontinued operations, net of income taxes |
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— |
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(592 |
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| Net loss |
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$ |
(3,953 |
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$ |
(2,959 |
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| Basic Loss per share: |
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| Basic loss per share from continuing operations |
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$ |
(0.75 |
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$ |
(0.42 |
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| Basic loss per share from discontinued operations |
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— |
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(0.10 |
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| Net loss |
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$ |
(0.75 |
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$ |
(0.52 |
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| Diluted Loss per share: |
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| Diluted loss per share from continuing operations |
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$ |
(0.75 |
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$ |
(0.42 |
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| Diluted loss per share from discontinued operations |
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— |
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(0.10 |
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| Net loss |
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$ |
(0.75 |
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$ |
(0.52 |
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| Average shares outstanding: |
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| Basic |
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5,245 |
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5,648 |
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| Diluted |
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5,245 |
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5,648 |
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See notes to unaudited condensed consolidated financial statements.
4
ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2003 and 2002
(Dollars in thousands)
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2003 |
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2002 |
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| Cash Flows from Operating Activities: |
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| Net loss |
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$ |
(3,953 |
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$ |
(2,959 |
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| Adjustments to reconcile net loss to net cash provided by operating activities: |
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| Loss from discontinued operations |
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— |
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592 |
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| Depreciation |
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702 |
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643 |
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| Deferred income taxes and other |
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(249 |
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(1,927 |
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| Changes in operating assets and liabilities: |
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| Contract receivables |
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2,082 |
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9,763 |
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| Inventories |
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(2,390 |
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(2,808 |
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| Prepayments and other |
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(1,462 |
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582 |
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| Accounts payable |
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4,369 |
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2,539 |
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| Accrued expenses and other |
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2,689 |
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3,373 |
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| Net cash provided by operating activities |
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1,788 |
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9,798 |
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| Cash Flows from Investing Activities: |
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| Additions to property, plant and equipment |
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(320 |
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(493 |
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| Net cash used in investing activities |
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(320 |
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(493 |
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| Cash Flows from Financing Activities: |
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| Proceeds from/(repayments of) long-term debt |
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250 |
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(7,555 |
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| Proceeds from stock option exercise |
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— |
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34 |
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| Treasury stock purchases |
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— |
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(53 |
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| Net cash provided by/(used in) financing activities |
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250 |
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