Amended Annual Report (10-k/a)
March 06 2017 - 10:37AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
Commission file number: 001-33209
ALTRA
INDUSTRIAL MOTION CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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61-1478870
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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300 Granite Street, Suite 201 Braintree, MA
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02184
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(781) 917-0600
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which
Registered
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Common Stock, $0.001 par value
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NASDAQ Global Market
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Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Act. Yes ☐ No ☒
Indicate by check mark whether the
registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes ☒ No ☐
Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants 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. ☐
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes ☐ No ☒
The aggregate market value of
the voting and non-voting common stock held by non-affiliates of the registrant based on the closing price (as reported by the NASDAQ Global Market) of such common stock on the last business day of the registrants most recently completed
second fiscal quarter (June 30, 2016) was approximately $668.4 million.
As of February 24, 2017, there were 29,174,922 shares
of Common Stock, $0.001 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the following document are incorporated herein by reference into the Part of the Form 10-K indicated.
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Document
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Part of Form 10-K into
which Incorporated
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Altra Industrial Motion Corp. Proxy Statement
for the 2017 Annual Meeting of Stockholders
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Part III
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EXPLANATORY NOTE
Altra Industrial Motion Corp. (the Company) is filing this Amendment No. 1 to its Annual Report on Form 10-K (this Form 10-K/A)
to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the Securities and Exchange Commission (SEC) on February 27, 2017 (the Original Form 10-K). This amendment is being
filed solely to file an amended Item 5 to correct errors that appeared in the table and text under the heading Securities Authorized for Issuance Under Equity Compensation Plans filed with the Original Form 10-K. This Form 10-K/A
amends and restates in its entirety Item 5 of the Original Form 10-K. Except as noted above, this Form 10-K/A does not update or modify any disclosures in or reflect any events occurring after the filing of the Original Form 10-K. Accordingly,
this Form 10-K/A should be read in conjunction with the Original Form 10-K.
PART II
Item 5.
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Market for Registrants Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
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Market Information
Our common stock
trades on the NASDAQ Global Market under the symbol AIMC. As of February 24, 2017, the number of holders of record of our common stock was approximately 65.
The following table sets forth, for the periods indicated, the high and low sales price for our common stock as reported on The NASDAQ Global
Market. Our common stock commenced trading on the NASDAQ Global Market on December 15, 2006.
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U.S. Dollars
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High
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Low
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Fiscal year ended December 31, 2016
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Fourth Quarter
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$
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39.85
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$
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27.35
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Third Quarter
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$
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29.23
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$
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26.24
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Second Quarter
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$
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30.00
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$
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25.77
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First Quarter
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$
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28.08
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$
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20.55
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Fiscal year ended December 31, 2015
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Fourth Quarter
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$
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28.63
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$
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22.36
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Third Quarter
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$
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27.63
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$
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22.58
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Second Quarter
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$
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29.51
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$
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25.34
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First Quarter
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$
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28.67
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$
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22.73
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Dividends
The Company declared and paid dividends of $0.60 per share of common stock for the year ended December 31, 2016. The Company declared and
paid dividends of $0.57 per share for the year ended December 31, 2015.
On February 8, 2017, the Company declared a dividend of
$0.15 per share for the quarter ended March 31, 2017, payable on April 4, 2017 to shareholders of record as of March 17, 2017. See note 17 to the consolidated financial statements.
Future declarations of quarterly cash dividends are subject to approval by the Board of Directors and to the Boards continuing
determination that the declaration of dividends are in the best interest of the Companys stockholders and are in compliance with all laws and agreements of the Company applicable to the declaration and payment of cash dividends.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table presents information concerning our equity compensation plans:
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Number of Securities to
be Issued Upon Exercise of
Outstanding Options,
Warrants
and Rights
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Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
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Number of Securities
Remaining Available for
Future Issuance Under
Equity
Compensation
Plans (Excluding
Securities Reflected in
Column (a)
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Plan category
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(a)
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(b)
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(c)
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Equity compensation plans approved by security
holders
(1)
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178,943
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(2)
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$
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396,851
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Equity compensation plans not approved by security holders
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n/a
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n/a
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n/a
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Total
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178,943
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$
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396,851
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(1)
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The 2014 Omnibus Incentive Plan was approved by the Companys shareholders at its 2014 annual meeting.
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(2)
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Represents the maximum number of shares that may be issued under performance share awards that are outstanding as of December 31, 2016 based on achievement of the highest level of each applicable performance
objective. On February 27, 2017, based upon actual return on invested capital (the ROIC portion of the award) for the one-year measurement period ended December 31, 2016, the Compensation Committee fixed the award of shares for
the return on invested capital performance objective (weighted 50% of the total performance share award) at 164.17% of target. As a result, 63,037 performance shares were earned as of December 31, 2016, and the number of shares subject to the
ROIC portion of the awards in the table overstates expected dilution with respect to the difference between the maximum potential award and the actual shares earned, a total of 12,651 shares. The remaining portion of the performance share awards
(weighted 50% of the total performance share award) measures the Companys total shareholder return (TSR) against the TSR for a peer group of companies over each of the three-year measurement periods ending on December 31, 2018
and December 31, 2019. As a result, the payout for the TSR portions of the awards has not yet been fixed and 103,255 shares subject to these awards, which is based on the achievement of the highest applicable performance objective, are not yet
earned and may therefore overstate expected dilution. The weighted average exercise price set forth in column (b) does not take these performance share awards into account.
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Issuer Repurchases of Equity Securities
The following table summarizes our share repurchase activity by month for the quarter ended December 31, 2016.
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Period
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Total Number
of Shares
Purchased
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Average
Price Paid
per Share
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Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
or
Programs
(1)
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Approximate
Dollar Value of
Shares That May
Yet be
Purchased Under
The
Plans or
Programs
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October 1, 2016 to October 31, 2016
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$
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$
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30,000,000
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November 1, 2016 to November 30, 2016
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$
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$
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December 1, 2016 to December 31, 2016
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$
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$
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(1)
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On October 19, 2016, our board of directors approved a new share repurchase program authorizing the buyback of up to $30.0 million of the Companys common stock through December 31, 2019. This plan, which
was announced on October 21, 2016, replaces the previous share repurchase program which was terminated. The Company expects to purchase shares on the open market, through block trades, in privately negotiated transactions, in compliance with
SEC Rule 10b-18 (including through Rule 10b5-1 plans), or in any other appropriate manner. The timing of the shares repurchased will be at the discretion of management and will depend on a number of factors, including price, market conditions and
regulatory requirements. Shares acquired through the repurchase program will be retired. The Company retains the right to limit, terminate or extend the share repurchase program at any time without prior notice. The Company expects to fund any
further repurchases of its common stock through a combination of cash on hand and cash generated by operations.
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Performance Graph
The following graph compares the cumulative total stockholder return on our common stock for the 5-year period from December 31, 2011,
through December 31, 2016, with the cumulative total return on shares of companies comprising the S&P Small Cap 600 Index, a special Peer Group Index (the Old Peer Group) and the newly-added S&P Small Cap 600 Capped
Industrials Index (the New Peer Group) in each case assuming an initial investment of $100, assuming dividend reinvestment. The Old Peer Group consists of the following publicly traded companies: Franklin Electric Co. Inc., RBC Bearings,
Inc., and Regal Beloit Corp. Going forward, the Old Peer Group will be excluded from this performance graph, and the Companys total stockholder return will be compared only against the S&P Small Cap 600 Index and the New Peer Group. The
New Peer Group was selected to provide a broader representation of the Companys comparative businesses.
Recent Sales of Unregistered Securities
From December 2016 to January 9, 2017, the Company converted an aggregate principal amount of $84,082,000 of the Companys 2.75%
Convertible Senior Notes due 2031 (the Convertible Notes) and issued approximately 3,272,000 shares of the Companys common stock to the holders of the Convertible Notes, which Convertible Notes were surrendered for conversion
pursuant to the terms of the indenture governing the Convertible Notes (the Indenture), at the option of the holders of the Convertible Notes in lieu of redemption of the Convertible Notes pursuant to the redemption provisions of the
Indenture.
The issuance of the Companys common stock was made pursuant to the exemption from the registration requirements of the
Securities Act of 1933, as amended (the Securities Act), provided by Section 3(a)(9) of the Securities Act.
On
January 12, 2017, the Convertible Notes had a remaining balance of $918,000, which balance was redeemed, in cash, pursuant to the terms of the Indenture.
PART IV
Item 15.
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Exhibits, Financial Statement Schedules
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(a) List of documents filed as part of this
report:
(3) Exhibits
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Number
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Description
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31.1
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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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 its behalf by the undersigned, thereunto duly authorized.
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ALTRA INDUSTRIAL MOTION CORP.
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March 6, 2017
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By:
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/s/ Carl R. Christenson
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Name: Carl R. Christenson
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Title: Chief Executive Officer & Director
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Exhibit Index
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Number
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Description
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31.1
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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