SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

Commission file number 0-9576

K-TRON INTERNATIONAL, INC.

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 þ  No o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o  No þ

The Registrant had 2,541,242 shares of Common Stock outstanding as of April 29, 2005.

K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES

See Notes to Consolidated Financial Statements

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K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES

See Notes to Consolidated Financial Statements

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K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES

See Notes to Consolidated Financial Statements

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K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES

1.	Basis of Presentation
	The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The consolidated financial statements include the accounts of K-Tron International, Inc. and its subsidiaries (“K-Tron” or the “Company”). All intercompany transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of a normal recurring nature) considered necessary for a fair presentation of results for interim periods have been made.
	The unaudited financial statements herein should be read in conjunction with the Company’s annual report on Form 10-K for the year ended January 1, 2005 which was previously filed with the Securities and Exchange Commission.
	Certain reclassifications were made to the prior year’s consolidated financial statements to conform them to the current period presentation.
2.	New Accounting Pronouncements
	In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment”. This statement requires all entities to recognize compensation expense for all share-based payments granted to employees in an amount equal to their fair value. On April 14, 2005, the Securities and Exchange Commission adopted a new rule amending the effective date for Statement 123(R). The new rule allows registrants to implement Statement 123(R) at the beginning of their next fiscal year, instead of the next interim period, that begins after June 15, 2005. None of the accounting provisions of Statement 123(R) are affected by the new rule. The new standard allows two different methods of transition. Note 9 contains pro forma disclosures regarding the effect on net income and earnings per share as if the Company had applied the fair value method of accounting for stock-based compensation. Depending on the model used to calculate stock-based compensation expense in the future and other requirements of SFAS No. 123(R), the pro forma disclosure may not be indicative of the stock-based compensation expense that will be recognized in the Company’s future financial statements. The Company expects to implement the new standard in the first quarter of fiscal year 2006 which will end April 1, 2006, and it is currently evaluating the new standard and models which may be used to calculate future stock-based compensation expense. The Company is currently unable to determine what the impact of the new standard will be on its results of operations or financial position.
	In November 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of ARB No. 43, Chapter 4”. SFAS No. 151 clarifies the accounting for abnormal amounts

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	of idle facility expense, freight, handling costs and wasted material and requires that such items be recognized as current-period charges regardless of whether they meet the “so abnormal” criterion outlined in Accounting Research Bulletin No. 43. SFAS No. 151 also introduces the concept of “normal capacity” and requires the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. Unallocated overheads must be recognized as an expense in the period incurred. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. While still evaluating the impact of this statement, the Company does not currently believe that it will have a material impact on its consolidated financial statements.
	In October 2004, the American Jobs Creation Act of 2004 (the “Jobs Act”) was signed into law, allowing U.S. companies to repatriate accumulated income from abroad by providing a one-time deduction of 85% for certain dividends from controlled foreign corporations. This deduction is subject to certain limitations, and numerous provisions of the Jobs Act contain uncertainties that require interpretation and evaluation. The Company is currently evaluating whether, and to what extent, to repatriate accumulated income from abroad under the provisions of the Jobs Act. Until such evaluation is complete, the Company will not accrue income taxes on the accumulated undistributed earnings of its foreign subsidiaries, as these earnings are currently expected to be reinvested indefinitely.
3.	Supplemental Disclosures of Cash Flow Information
	The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents.
	Cash paid for interest in the three-month periods ended April 2, 2005 and April 3, 2004 was $284,000 and $371,000 and for income taxes was $1,428,000 and $511,000.
4.	Inventories
	Inventories consist of the following:

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5.	Intangible Assets

	The amortized intangible assets are being amortized on the straight-line basis (half-year expense in the year of acquisition) over the expected period of benefits, which ranges from 17 to 50 years. The weighted average life of the amortizable assets is 37 years. The amortization expense of intangible assets for the three-month periods ended April 2, 2005 and April 3, 2004 was $104,000 and $90,000.
6.	Accrued Warranty
	The Company offers a one-year warranty on a majority of its products. Warranty is accrued as a percentage of sales on a monthly basis and is included in accrued expenses and other current liabilities. The following is an analysis of accrued warranty for the three-month periods ended April 2, 2005 and April 3, 2004.

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7.	Long-Term Debt
	Long-term debt consists of the following, with the interest rates indicated being those in effect at April 2, 2005:

8.	Earnings Per Share
	The Company previously adopted SFAS No. 128, “Earnings Per Share”, which requires that the Company report Basic and Diluted Earnings Per Share. Basic Earnings Per Share represents net income less preferred dividends divided by the weighted average number of common shares outstanding. Diluted Earnings Per Share is calculated similarly, except that the denominator includes the weighted average number of common shares outstanding plus the dilutive effect of options, warrants, convertible securities and other instruments with dilutive effects if exercised.

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The Company’s Basic and Diluted Earnings Per Share are calculated as follows:

	The Company’s Diluted Earnings Per Share shown in the table above are based on the weighted average number of common and common equivalent shares outstanding during a given time period. Such average shares include the weighted average number of common shares outstanding plus the shares issuable upon exercise of stock options after the assumed repurchase of common shares with the related proceeds.
9.	Stock-Based Compensation
	As permitted under SFAS No. 123, “Accounting for Stock-Based Compensation”, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure, an amendment of FASB Statement No. 123”, the Company has elected to continue to account for compensation cost using the intrinsic value-based method of accounting as prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS No. 123 requires the Company to disclose pro forma net income and pro forma earnings per share amounts, in each case as if compensation expense were recognized for options granted after fiscal year 1994. Using this approach, net income and earnings per share would have been reduced to the pro forma amounts indicated in the following table:

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	This pro forma impact may not be representative of the effects for future years, and could increase if additional options are granted and amortized over the vesting period. For disclosure purposes, the fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option-pricing model. The following were the weighted average assumptions for the grants in 2004: no dividend yield, expected volatility of 31.45%, risk-free interest rate of 4.15% and expected life of 6.00 years. No options were granted in the first three months of 2005.
	The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of subjective assumptions, including the expected stock price volatility.
10.	Comprehensive Income
	Comprehensive income is the total of net income, the change in the unrealized gain or loss on the Company’s interest rate swap, net of tax, and the change in foreign currency translation adjustments, all for a given period, which are the Company’s only non-owner changes in equity. For the three-month periods ended April 2, 2005 and April 3, 2004, the following table sets forth the Company’s comprehensive income:

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11.	Management Geographic Information
	The Company has adopted the provisions of SFAS No. 131, “Disclosures About Segments of an Enterprise and Related Information”. SFAS No. 131 introduced a model for segment reporting called the management approach. The management approach is based on the way that the chief operating decision-maker organizes segments within a company for making operating decisions and assessing performance. The Company is engaged in one business segment, material handling equipment and systems. The Company operates in two primary geographic locations, North and South America (the “Americas”) and Europe, the Middle East, Africa and Asia (“EMEA/Asia”).
	For the three-month periods ended April 2, 2005 and April 3, 2004, the following table sets forth the Company’s geographic information:

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For the three-month periods ended April 2, 2005 and April 3, 2004, the following table sets forth revenues from external customers:

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Introduction

     We are engaged in one principal business segment – material handling equipment and systems. We operate in two primary geographic locations – North and South America (the “Americas”) and Europe, the Middle East, Africa and Asia (“EMEA/Asia”).

     We have three main business or product lines (“business lines”) within the material handling equipment and systems segment. They are our feeding, size reduction and pneumatic conveying business lines.

     The following provides information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The discussion should be read in conjunction with our consolidated financial statements and accompanying notes. All references in this Item 2 to the first quarter or first three months of 2005 or 2004 mean the fiscal quarter or three-month period ended April 2, 2005 or April 3, 2004.

Critical Accounting Policies and Estimates

     Management’s discussion and analysis of our financial condition and results of operations is based on the accounting policies used and disclosed in our 2004 consolidated financial statements and accompanying notes that were prepared in accordance with accounting principles generally accepted in the United States of America and included as part of our annual report on Form 10-K for the year ended January 1, 2005 (the “2004 Form 10-K”). The preparation of those financial statements required management to make estimates and assumptions that affected the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual amounts or results could differ from those estimates.

     The significant accounting policies of the Company are described in Note 2 to the 2004 consolidated financial statements, and the critical accounting policies and estimates are described in Management’s Discussion and Analysis included in our 2004 Form 10-K. There have been no changes in the critical accounting policies. Information concerning our implementation and the impact of new accounting standards issued by the Financial Accounting Standards Board is included in the notes to the 2004 consolidated financial statements. We did not adopt an accounting policy in the first three months of 2005 that had a material impact on our financial condition, liquidity or results of operations.

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Results of Operations

Overview

     For the first three months of 2005 and 2004, we reported revenues of $28,552,000 and $26,321,000 and net income of $1,643,000 and $1,422,000. We believe that the increases in our revenues and net income in the first three months of 2005 compared to the same period in 2004 were primarily the result of stronger business conditions and increased spending by our customers in the Americas, especially with respect to our size reduction business line, and also by customers of our pneumatic conveying business line, which more than offset lower spending by overseas customers of our feeding business line. An additional favorable factor was the positive effect of a weaker U.S. dollar in the first quarter of 2005 versus the first quarter of 2004 on the translation of the revenues and profits of our foreign operations into U.S. dollars. Our effective tax rate for the first quarter of 2005 was 35.0%, up from 31.0% in 2004 due primarily to a higher proportion of U.S. income which was taxed at higher rates. Net income for the first quarter of 2004 benefited from a $164,000 pre-tax profit contribution from the sale of an office building by one of our United Kingdom subsidiaries.

Foreign Exchange Rates

     We are an international company, and we derived 40.0% and 43.8% of our revenues for the first three months of 2005 and 2004 from products manufactured in, and services performed from, our facilities located outside the United States, primarily in Europe. With our global operations, we are sensitive to changes in foreign currency exchange rates (“foreign exchange rates”), which can affect both the translation of financial statement items into U.S. dollars as well as transactions where the revenues and related expenses may initially be accounted for in different currencies, such as sales made from our Swiss manufacturing facility in currencies other than the Swiss franc.

     Since we receive substantial revenues from activities in foreign jurisdictions, our results can be significantly affected by changes in foreign exchange rates, particularly in U.S. dollar exchange rates with respect to the Swiss franc, euro and British pound sterling and, to a lesser degree, the Singapore dollar and other currencies. When the U.S. dollar weakens against these currencies, the U.S. dollar value of non-U.S. dollar-based sales increases. When the U.S. dollar strengthens against these currencies, the U.S. dollar value of non-U.S. dollar-based sales decreases. Correspondingly, the U.S. dollar value of non-U.S. dollar-based costs increases when the U.S. dollar weakens and decreases when the U.S. dollar strengthens. Overall, our revenues in U.S. dollars generally benefit from a weaker dollar and are adversely affected by a stronger dollar relative to major currencies worldwide, especially those identified above. In particular, a general weakening of the U.S. dollar against other currencies would positively affect our revenues, gross profit and operating income as expressed in U.S. dollars (provided that the gross profit and operating income numbers from foreign operations are not losses, since in the case of a loss, the effect would be to increase the loss), whereas a general strengthening of the U.S. dollar against such currencies would have the opposite effect. In addition, our revenues and income with respect to particular transactions may be affected by changes in foreign exchange rates where sales are made in currencies other than the functional currency of the facility manufacturing the product subject to the sale.

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     For the first three months of 2005 and 2004, the changes in certain key foreign exchange rates affecting the Company were as follows:

Presentation of Results and Analysis

     The following table sets forth our results of operations, expressed as a percentage of total revenues for the periods indicated.

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The following table sets forth our backlog at the end of periods indicated:

     Total revenues increased by $2,231,000 or 8.5% in the first quarter of 2005 compared to the same period in 2004. We believe that this increase was primarily attributable to stronger business conditions and increased spending by our customers in the Americas, especially with respect to our size reduction business line, and also by customers of our pneumatic conveying business line, which more than offset lower spending by overseas customers of our feeding business line, and to a lesser degree, to the positive effect of a weaker U.S. dollar on the translation of the revenues of our foreign operations into U.S. dollars. The favorable impact of foreign currency translation accounted for approximately 28.5%, or $636,000, of the $2,231,000 revenue increase in the first quarter of 2005 compared to the same period in 2004.

     Gross profit as a percentage of total revenues decreased to 41.9% in the first quarter of 2005 from 42.5% for the same period in 2004. This decrease reflected a change in the sales mix of the products and services that we sold in these periods. Sales mix refers to the relative amounts of different products sold and services provided. Gross margin levels vary with the product sold or service provided. For example, sales of replacement parts in the size reduction business line generally carry a higher gross margin than do sales of equipment within that line.

     Selling, general and administrative expenses increased by $223,000 or 2.7% in the first quarter of 2005 compared to the same period in 2004. This increase was primarily the result of the effect of a weaker U.S. dollar on the translation of foreign costs into U.S. dollars, Sarbanes-Oxley implementation costs and higher sales commissions related to increased revenues, partially offset by a lower employee bonus accrual.

     Research and development (“R&D”) expense increased by $16,000 or 2.5% in the first quarter of 2005 compared to the same period in 2004. This increase was primarily due to the effect of a weaker U.S. dollar versus the Swiss franc on the translation of Swiss R&D costs into U.S. dollars.

     Interest expense decreased by $103,000 or 28.1% in the first quarter of 2005 compared to the same period in 2004. This decrease was the result of lower debt levels in the first quarter of 2005, partially offset by higher interest rates on some of our debt.

     In the first quarter of 2004, one of our United Kingdom subsidiaries sold its office building for $996,000 and realized a pre-tax gain of $164,000. All employees were relocated to a nearby office building that is leased by another United Kingdom subsidiary.

     Income before income taxes increased to $2,528,000 for the first quarter of 2005 from $2,061,000 for the same period in 2004. This $467,000 increase was primarily the net result of the items discussed above.

     The provisions for income tax for the first quarters of 2005 and 2004 were $885,000 and $639,000, and the overall effective tax rates were 35.0% and 31.0%. The higher effective tax rate

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in 2005 compared with 2004 was primarily due to a higher proportion of U.S. income in the first quarter of 2005.

     Our backlog at constant foreign exchange rates increased by $4,332,000 or 20.1% at the end of the first quarter of 2005 compared with year-end 2004, from $21,511,000 to $25,843,000. Our backlog at constant foreign exchange rates increased by $3,908,000 or 17.8% at the end of the first quarter of 2005 compared to the end of the first quarter of 2004, from $21,935,000 to $25,843,000. This increase in our backlog was primarily the result of the improved business conditions in the Americas that are described above.

Liquidity and Capital Resources

Capitalization

     Our capitalization at the end of the first quarter of 2005 and at the end of fiscal years 2004 and 2003 is summarized below:

     Total debt decreased by $1,449,000 in the first three months of 2005 ($1,445,000 at constant foreign exchange rates). At April 2, 2005, and subject to certain conditions which may limit the amount that may be borrowed at any particular time, we had $6,305,000 of unused borrowing capacity under our U.S. loan agreements and $10,373,000 of unused borrowing capacity under our foreign loan agreements.

Other Items

     At April 2, 2005, working capital was $23,881,000 compared to $23,778,000 at January 1, 2005, and the ratio of current assets to current liabilities at those dates was 1.99 and 1.86. The small increase in working capital during the first quarter of 2005 was primarily due to an increase in cash from operating activities.

     In the first three months of 2005 and 2004, we utilized internally generated funds and our lines of credit to meet our working capital needs.

     Net cash provided by operating activities was $1,558,000 in the first three months of 2005 compared to $908,000 in the same period of 2004. This $650,000 increase in operating

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cash flow was primarily due to higher net income, lower accounts receivable and higher accounts payable, partially offset by lower accrued expenses.

     Net cash used in investing activities in the first three months of 2005 was primarily for capital additions. Net cash provided by investing activities in the first three months of 2004 was primarily from the disposition of the U.K. office building noted above, partially offset by capital additions.

     Net cash used in financing activities in the first three months of 2005 was for a net reduction in debt, which was partially offset by the proceeds from stock option exercises. Net cash provided by financing activities in the first three months of 2004 was from proceeds from stock option exercises, which was partially offset by a net reduction in debt.

     Of the total increase in shareholders’ equity of $170,000 in the first three months of 2005, $1,643,000 was from net income, $169,000 was from the issuance of common stock related to the exercise of stock options and $34,000 was from an unrealized gain, net of taxes, on an interest rate swap, largely offset by a reduction of $1,676,000 from changes in foreign exchange rates between the beginning and the end of the three-month period.

Future Payments Under Contractual Obligations

     We are obligated to make future payments under various contracts such as debt agreements and lease agreements, and we are subject to certain other commitments and contingencies. There have been no material changes to Future Payments Under Contractual Obligations as reflected in the Liquidity and Capital Resources section of Management’s Discussion and Analysis in the Company’s 2004 Form 10-K, except that in the first quarter of 2005 we prepaid $500,000 of bank debt due in 2008. Refer to Notes 8 and 15 to the consolidated financial statements in the 2004 Form 10-K for additional information on long-term debt and commitments and contingencies.

Forward-Looking Statements and Risk Factors

     The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by us or on our behalf. We and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this report and other filings with the Securities and Exchange Commission, reports to our shareholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements within the meaning of the Act. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “projects,” “forecasts,” “may,” “should,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. The forward-looking statements contained in this report include but are not limited to statements regarding the implementation of SFAS No. 123(R), the possible repatriation of undistributed earnings of foreign subsidiaries and the effect of changes in foreign

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exchange rates on our business. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

     A wide range of factors could materially affect our future performance and financial and competitive position, including the following: (i) increasing price and product/service competition by domestic and foreign competitors, including new entrants; (ii) the mix of products/services sold by us; (iii) rapid technological changes and developments and our ability to continue to introduce competitive new products on a timely and cost-effective basis; (iv) changes in U.S. and global financial and currency markets, including significant interest rate and foreign currency exchange rate fluctuations; (v) protection and validity of patents and other intellectual property rights held by us and our competitors; (vi) the cyclical nature of our business as an industrial capital goods supplier; (vii) possible future litigation and governmental proceedings; (viii) the availability of financing and financial resources in the amounts, at the times and on the terms required to support our future business, including for debt refinancings, capacity expansions and possible acquisitions; (ix) the loss of key customers, employees or suppliers; (x) the failure to carry out marketing and sales plans; (xi) the failure to integrate acquired businesses without substantial costs, delays or other operational or financial problems; (xii) economic, business and regulatory conditions and changes which may affect the level of new investments and purchases made by our customers, including economic and business conditions that are less favorable than expected; (xiii) domestic and international political and economic conditions, including possible terrorist acts; and (xiv) the outcome of any legal proceedings in which we are involved.

     This list of factors that may affect our future performance and financial and competitive position and also the accuracy of forward-looking statements is illustrative, but it is by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

     We are currently exposed to certain market risks related to (i) fluctuations in foreign exchange rates and (ii) interest rate changes.

Foreign Exchange Rate Risk

     The primary currencies for which we have exchange rate exposure are the U.S. dollar versus the Swiss franc, the U.S. dollar versus the euro, the U.S. dollar versus the British pound sterling, the Swiss franc versus the euro and the Swiss franc versus the British pound sterling. We do not, as a routine matter, use hedging vehicles to manage foreign exchange exposures. Foreign currency debt is used as necessary in Switzerland and the United Kingdom where the Company does business, thereby reducing any net asset value exposure. In addition, foreign cash balances in currencies other than the Swiss franc are limited in order to manage the transaction exposure caused by the marking to market of non-Swiss franc balances to Swiss franc values on the balance sheet of our Swiss subsidiary.

     As of April 2, 2005, a 10% unfavorable change in the foreign exchange rates affecting balance sheet transactional exposures would have resulted in a reduction in pre-tax income of approximately $452,000. This hypothetical reduction on transactional exposures is based on the

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difference between the April 2, 2005 actual foreign exchange rates and hypothetical rates assuming a 10% unfavorable change in foreign exchange rates on that date.

     The translation of the balance sheets of our non-U.S. operations from local currencies into U.S. dollars is also sensitive to changes in foreign exchange rates. These translation gains or losses are recorded as translation adjustments (“TA”) within the shareholders’ equity account on the balance sheet. Using the example above, a hypothetical change in TA would be calculated by multiplying the net assets of our non-U.S. operations by a 10% unfavorable change in the applicable foreign exchange rates. The result of this calculation shows that shareholders’ equity would be reduced by approximately $2,902,000, or 6.3% of our April 2, 2005 shareholders’ equity of $45,729,000.

Interest Rate Risk

     We have several credit facilities or loans that require us to pay interest at a rate that may change periodically. These variable rate obligations expose us to the risk of increased interest expense if short-term interest rates rise. We limit our exposure to increased interest expense from rising short-term interest rates by including in our debt portfolio various amounts of fixed rate debt as well as through the use of an interest rate swap. As of April 2, 2005, we had total debt of $21,334,000, $6,245,000 of which was fixed-rate debt, $8,839,000 of which was subject to variable interest rates which ranged from 4.72% to 5.59% and $6,250,000 of which was variable rate debt subject to an interest rate swap with the result that the interest rate was fixed at 5.11%. A 100 basis point increase in interest rates on the $8,839,000 of variable rate debt would increase annual interest expense by approximately $88,000.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

     An evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report was carried out by us under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities and Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Change in Internal Control over Financial Reporting

     No change in our internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

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SIGNATURES

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.

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EXHIBIT INDEX

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