- Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2009

¨ 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: 001-33604

LIMCO-PIEDMONT INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		73-1160278
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

5304 South Lawton Ave.

Tulsa, Oklahoma, 74107

(Address of Principal Executive Offices)

(918) 445-4300

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year,

if Changed Since Last Report)

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( 229.405 of this chapter) during the preceeding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨ No ¨

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨

(Do not check if a smaller reporting company)

Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of May 15, 2009 the Registrant had 13,205,000 shares outstanding.

LIMCO-PIEDMONT INC. AND SUBSIDIARIES

INDEX

		Page

PART I - FINANCIAL INFORMATION:

Item 1.	Financial Statements

	Unaudited Condensed Consolidated Balance Sheets
	March 31, 2009 and December 31, 2008	3

	Unaudited Condensed Consolidated Statements of Operations
	Three month periods ended March 31, 2009 and 2008	4

	Unaudited Statements of Changes in Shareholders’ Equity	5
	Three month period ended March 31, 2009

	Unaudited Condensed Consolidated Statements of Cash Flows
	Three months ended March 31, 2009 and 2008	6

	Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition
	and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4T.	Controls and Procedures	24

PART II - OTHER INFORMATION:

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

SIGNATURES		27

Forward-Looking Statements

The following discussion of our financial condition and results of operations reflects our current views with respect to future events and financial results and should be read in conjunction with the financial statements and notes included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this Quarterly Report on Form 10-Q contains statements relating to our future results (including certain projections and business trends) that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to the “safe harbor” created by those sections. Words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “outlook” and “estimate” as well as similar words and phrases signify forward-looking statements. Our forward-looking statements are not guarantees of future results and conditions and important factors, risks and uncertainties may cause our actual results to differ materially from those expressed in our forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in the section entitled “Risk Factors” set forth in Item 1A and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission (“SEC”), and those detailed from time to time in our other filings with the SEC. We undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future .

LIMCO-PIEDMONT INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

	March 31,			December 31,
	2009			2008
ASSETS
Current Assets:
Cash and cash equivalents	$	10,311		$	21,336
Marketable securities		22,309			11,300
Accounts receivable (net of allowance for doubtful accounts of $97 and $79 at March 31, 2009 and December 31, 2008, respectively)		10,396			11,820
Inventories		19,645			18,978
Other accounts receivable and prepaid expenses		1,433			1,326
Total current assets		64,094			64,760

Property, plant and equipment, net		5,919			6,023
Intangible assets, net		1,329			1,383
Goodwill		4,780			4,780
Total assets	$	76,122		$	76,946

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payables	$	4,677		$	5,378
Parent company payables		2,925			2,341
Other accounts payable and accrued expenses		1,023			1,764
Total current liabilities		8,625			9,483

Long-Term Liabilities:
Deferred income taxes		836			835
Total liabilities		9,461			10,318

Shareholders' Equity:
Common stock, $0.01 par value; 25,000 shares
authorized, 13,205 shares issued and outstanding at March 31, 2009 and December 31, 2008		132			132
Additional paid-in capital		49,469			49,179
Retained earnings		17,266			17,462
Accumulated other comprehensive loss		(206	)		(145	)
Total shareholders' equity		66,661			66,628
Total liabilities and shareholders' equity	$	76,122		$	76,946

See notes to unaudited condensed consolidated financial statements.

LIMCO-PIEDMONT INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Three months ended
	March 31,
	2009			2008

Revenue
MRO services	$	11,484		$	12,985
Parts services		2,637			4,135

Total revenue		14,121			17,120

Cost and operating expenses
MRO services		9,493			9,624
Parts services		2,040			3,306
Selling and marketing		571			666
General and administrative		1,941			2,010
Relocation expenses		284			-
Amortization of intangibles		54			109

Operating income (loss)		(262	)		1,405

Other income (expense)
Interest income		151			293
Other income (expense)		-			(118	)

Total other income (expense)		151			175

Income (loss) before taxes		(111	)		1,580
Provision for income taxes		85			577

Net income (loss)	$	(196	)	$	1,003

Basic net income (loss) per share	$	(0.01	)	$	0.08
Diluted net income (loss) per share	$	(0.01	)	$	0.08

Basic shares outstanding		13,205			13,205
Diluted shares outstanding		13,205			13,207

See notes to unaudited condensed consolidated financial statements.

LIMCO-PIEDMONT INC. AND SUBSIDIARIES

UNAUDITED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(in thousands, except per share data)

	Common Stock Shares		Common Stock		Additional Paid- in Capital		Retained Earnings			Accum. Other Comprehensive Loss			Total Comprehensive Loss			Total Shareholders’ Equity

Balance at December 31, 2008		13,205	$	132	$	49,179	$	17,462		$	(145	)	$	-		$	66,628
Net loss for the period		-		-		-		(196	)		-			(196	)		(196	)
Other comprehensive loss, net of tax		-		-		-					(61	)		(61	)		(61	)
Share based compensation		-		-		290		-			-			-			290
Balance at March 31, 2009		13,205	$	132	$	49,469	$	17,266		$	(206	)	$	(257	)	$	66,661

See notes to unaudited condensed consolidated financial statements.

LIMCO-PIEDMONT INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Three months ended March 31,
	2009			2008
Cash flow from operating activities:
Net income (loss)	$	(196	)	$	1,003
Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		319			339
Share based compensation expenses		290			201
Loss on sale of marketable securities		-			118
Changes in allowance for doubtful accounts		18			(38	)
Loss on sale of asset		4			-

Changes in certain operating assets and liabilities:
(Increase) decrease in accounts receivable		1,406			(1,650	)
(Increase)Decrease in other accounts receivable and prepaid expenses		(66	)		652
Increase in inventories		(667	)		(3,458	)
Increase (decrease) accounts payable and other accrued expenses		(1,441	)		46
Increase in Parent company account		584			247

Net cash provided by (used in) operating activities		251			(2,540	)

Cash flows from investing activities:
Sales of investments and other assets		-			5,683
Purchase of investments and other assets		(11,111	)		-
Purchases of property and equipment		(165	)		(715	)

Net cash provided by (used in) investing activities		(11,276	)		4,968

Cash flows from financing activities:
Increase in checks issued in excess of bank balance		-			893

Net cash provided by (used in) financing activities		-			893

Increase (decrease) in cash and cash equivalents		(11,025	)		3,321
Cash and cash equivalents at the beginning of period		21,336			5,039
Cash and cash equivalents at the end of the period	$	10,311		$	8,360

Cash paid during the year for :
Income Taxes	$	200		$	768

See notes to unaudited condensed consolidated financial statements.

LIMCO-PIEDMONT INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - General

a. Limco-Piedmont Inc. ("the Company", "we", or "our" ), a Delaware corporation, is a majority-owned subsidiary, 62%, of TAT Technologies Ltd. (the "Parent"). The Company is principally engaged in:

· The repair and overhaul of heat transfer components, auxiliary power units ("APUs"), propellers, landing gear and pneumatic ducting.

· Inventory management and parts services for commercial, regional and charter airlines and business aircraft owners.

The Company's primary operations are located in Tulsa, Oklahoma and Kernersville, North Carolina. On February 6, 2009, the Company’s Board of Directors approved the relocation of the operations of the Company’s Tulsa, Oklahoma based subsidiary, Limco-Airepair, Inc., to the location of its Piedmont Aviation Component Services, Inc. subsidiary in Kernersville, North Carolina. The principal markets of the Company are Europe, the United States and Asia. The Company sells its products mainly to the aircraft industry.

b. Unaudited Interim Results:

The accompanying condensed consolidated financial statements of Limco-Piedmont Inc. and subsidiaries (the “Company”) presented herein have been prepared by the Company and are unaudited. They do not include all the notes in our annual financial statements and, therefore, should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report 10-K filed with the Securities and Exchange Commission. In the opinion of the Company's management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal and recurring adjustments) considered necessary to present fairly the Company's financial position, results of operations and cash flows for all periods presented. The results of operations for the three month period ended March 31, 2009 are not necessarily indicative of the results to be expected for the year ending December 31, 2009 or any other interim period or for any other future year.

Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.

Note 2 - Marketable Securities

Short-term investments are accounted for in accordance with Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investment in Debt and Equity Securities". Management determines the classification of its investments in marketable debt and equity securities at the time of purchase and reevaluates such determinations as of each balance sheet date. As of March 31, 2009, all marketable securities covered by SFAS No. 115, were designated as available-for-sale. Securities available-for-sale are carried at fair value, with the unrealized gains and losses, net of income taxes, reported as a separate component of shareholders’ equity classified as other comprehensive income. Realized gains and losses and declines in market value judged to be other than temporary, of which there were none for the period ended March 31, 2009 or March 31, 2008, are included in other income. The unrealized loss as of March 31, 2009 of $329,000 relates to corporate and municipal bonds ($206,000 after income taxes). Interest and dividends are also included in other income. Our short-term investments consist of auction rate tax-exempt securities and corporate and government bonds with maturities with one to four years. The Company’s investments in corporate and government bonds, have maturities past one year, however, the Company classifies these investments as available-for-sale and therefore has classified them as short-term securities. Should management determine that these securities were to be held longer than one year then they would be classified as long-term securities.

Auction rate securities are variable rate debt securities. While the underlying security has a long-term nominal maturity, the interest rate is reset through auctions that are typically held every 7, 28, or 35 days. The securities trade at par and are callable at par on any interest payment date at the option of the issuer. Interest is paid at the end of each auction period. We classify these securities as short-term because we intend to liquidate them as the need for working capital arises in the ordinary course of business and we are able to liquidate them or roll them over to the next reset period. During the first three months of the year the Company had no liquidations of variable rate securities. As of March 31, 2009 the Company had $2,250,000 in auction rate tax-exempt securities. The remaining balance will be sold as the market allows.

In September 2007, the FASB issued SFAS No. 157, "Fair Value Measurements," or SFAS 157. Among other requirements, SFAS 157 defines fair value and establishes a framework for measuring fair value and also expands disclosure about the use of fair value to measure assets and liabilities. SFAS 157 is effective beginning the first fiscal year that begins after November 15, 2007. The Company adopted SFAS 157 during the first quarter of 2008. Although the adoption of SFAS 157 did not materially impact our financial condition, results of operations, or cash flows, we are now required to provide additional disclosures as part of our financial statements.

SFAS 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As of March 31, 2009, the Company held certain assets that are required to be measured at fair value on a recurring basis, including money market funds and available-for-sale securities. The Company’s available-for-sale securities include auction-rate securities which consist of bonds with an auction reset feature whose underlying assets are Oklahoma state municipal bonds. As a result of failed auctions, these securities are currently illiquid through the normal auction process and quoted market prices and other observable market data are not available or diminished. Accordingly, these investments were valued using pricing models based on the net present value of estimated future cash flows as of March 31, 2009. These securities were also compared, when possible, to other observable market data with similar characteristics to the securities held by the Company.

The Company’s financial assets measured at fair value on a recurring basis subject to the disclosure requirements of SFAS 157 at March 31, 2009 were as follows (in thousands):

	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Total
	(Level 1)		(Level 2)		(Level 3)
Assets:

Money Market funds - included in cash and cash equivalents	$	7,761	$	-	$	-	$	7,761

Auction-rate securities		-		2,250		-		2,250

Corporate and Municipal bonds		20,059		-		-		20,059
Total	$	27,820	$	2,250	$	-	$	30,070

Note 3 - Inventories

Inventories are composed of the following:

	March 31, 2009		December 31, 2008
	(in thousands)

Raw material	$	5,781	$	6,304
Work in process		6,264		5,423
Spare parts assemblies		7,600		7,251
	$	19,645	$	18,978

Inventories are shown net of allowances for obsolescence of $548,000 at March 31, 2009 and December 31, 2008.

Note 4 - Related Parties

Transactions with related parties:

	Three months ended March 31,
	2009		2008
	(in thousands)

Purchases	$	1,766	$	1,602

Historically, the Company has purchased a majority of its cores for heat exchangers from its Parent. In January 2007, the Company entered into a manufacturing agreement in which it is required to purchase all cores required for its heat exchangers from its Parent through January 31, 2017. Heat exchangers not manufactured by the Parent may be purchased from other vendors, including Hamilton Sundstrand.

Parent company payables as of March 31, 2009 and December 31, 2008 were $2,925,000 and $2,341,000 respectively. Purchases from the Parent include cores and related products, insurance costs, and management fee which is $50,000 per quarter. Parent company payables are unsecured and provide for no interest payments.

Note 5- Net Income (loss) Per Share

The consolidated statements of operations present basic and diluted net income (loss) per share. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share considers the potential effect of dilution on basic net income (loss) per share assuming potentially dilutive securities that meet certain criteria, such as stock options, were outstanding since issuance. The treasury stock method is used to determine the dilutive effect of potentially dilutive securities. There are 432,000 and 383,000 options outstanding that were anti-dilutive at March 31, 2009 and March 31, 2008, respectively.

The following table reconciles basic shares outstanding to diluted shares outstanding:

	Three months ended
	March 31,
	(in thousands)

	2009		2008
Weighted average number of basic shares outstanding		13,205		13,205
Dilutive effect of stock options		-		2
Weighted average number of diluted shares outstanding		13,205		13,207

Note 6 - Employee Share Based Compensation

Effective as of July 19, 2007, the date of our initial public offering, the Company established an incentive compensation plan, or “the 2007 plan”, under which it may issue options to purchase up to 600,000 shares of its common stock. The options vest in three equal annual installments, except for 66,000 options that vest in four equal semi-annual installments. Options generally expire five to ten years from date of grant.

Compensation expense attributable to outstanding stock options was $290,000 and $201,000 for the three months ended March 31, 2009 and 2008, respectively. As of March 31, 2009, the total unrecognized compensation cost related to non-vested stock awards was $1,113,000 and the weighted average period over which the cost is expected to be recognized is approximately 1.8 years.

A summary of our stock option plan as of March 31, 2009, is presented below:

	Options		Weighted average Exercise Price		Aggregate intrinsic value (1)		Weighted average contractual life remaining in years
	(in thousands)				(in thousands)
Outstanding at January 1, 2009		311	$	10.65		-		-
Granted		230	$	2.16	$	32.20		-
Cancelled		109	$	11.29		-		-
Outstanding at March 31, 2009		432	$	5.96	$	32.20		3.66
Exercisable at March 31, 2009		62						3.33
Options expected to vest at March 31, 2009		354

(1)

The intrinsic value of a stock option is the amount by which the market value of the underlying stock on March 31, 2009 exceeds the strike price of the option.

There were 230,000 stock options granted during the three months ended March 31, 2009. These options had a weighted average grant date fair value of $1.02.

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

	Three months ended March 31, 2009

Weighted average expected stock price volatility		56	%
Weighted average expected option life (in years)		3.50
Average risk free interest rate		2.87	%

The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options. The volatility factor used in the Black-Scholes option pricing model is based on historical stock price fluctuations. Due to the relative short period of the time the Company has been public, the Company has assumed a 0% forfeiture rate. The expected term of options is based on the simplified method as allowed under Accounting Bulletin (SAB) No. 107 and 110 issued by the SEC. The simplified method assumes the options will be exercised midway between the vesting date and the contractual term of the option. The Company is able to use the simplified method as the options qualify as “plain vanilla” options as detailed by SAB No. 107 since Limco does not have sufficient historical exercise data to provide a reasonable basis to estimate expected term. Expected dividend yield is based upon Limco’s historical and projected dividend activity and the risk free interest rate is based upon US Treasury rates appropriate for the expected term of the option.

Note 7 - Segment Reporting

The Company manages its business on a basis of two reportable segments since the acquisition of Piedmont on July 6, 2005. The Company's reportable segments are as follows:

The maintenance, repair and overhaul (MRO) segment focuses on remanufacture, overhaul and repair of heat transfer equipment and other aircraft components and of repair of APUs, propellers and landing gears.

Parts segment (part of Piedmont's business) focuses on sales of parts of APUs, propellers and landing gears.

The Company evaluates segment performance based on revenue and operating income. The operating income reported in our segments excludes corporate and other unallocated amounts. Although such amounts are excluded from the business segment results, they are included in reported consolidated earnings. Corporate and unallocated amounts include executive level expenses and expenses related to our accounting and finance, human resources and information technology departments.

Operational segments :

The following financial information is the information that management uses for analyzing the results. The figures are presented in consolidated method as presented to management. Cost related to selling and marketing and general and administrative are allocated based on revenues. This was a change made at the end of the year ended December 31, 2008. The segment results for the three months ended March 31, 2008 have been restated to conform with this allocating method

The following financial information is a summary of the operating income of each operational segment:

	Three months ended March 31, 2009
	MRO		Parts		Corporate			Consolidated
	(in thousands)
Revenue	$	11,484	$	2,637	$	-		$	14,121
MRO services cost		9,493		-		-			9,493
Part services cost		-		2,040		-			2,040
Selling and marketing		464		107		-			571
General and administrative		928		214		799			1,941
Relocation expenses		284		-		-			284
Amortization of intangibles		54		-		-			54
Operating income (loss)		261	$	276	$	(799	)	$	(262	)

	Three months ended March 31, 2008
	MRO		Parts		Corporate			Consolidated
	(in thousands)
Revenue	$	12,985	$	4,135	$	-		$	17,120
MRO services cost		9,624		-		-			9,624
Part services cost		-		3,306		-			3,306
Selling and marketing		505		161		-			666
General and administrative		1,065		339		606			2,010
Amortization of intangibles		109		-		-			109
Operating income (loss)	$	1,682	$	329	$	(606	)	$	1,405

The following presents long-lived assets and goodwill by segment as of:

	March 31, 2009
	MRO		Parts		Corporate		Consolidated
	(in thousands)
Total assets	$	36,035	$	7,467	$	32,620	$	76,122
Capital Investments		165		-		-		165
Depreciation and amortization		319		-		-		319
Goodwill		4,780		-		-		4,780

	December 31, 2008
	MRO		Parts		Corporate		Consolidated
	(in thousands)
Total assets	$	39,488	$	7,118	$	30,340	$	76,946
Capital Investments		1,697		-		-		1,697
Depreciation and amortization		1,169		-		-		1,169
Goodwill		4,780		-		-		4,780

Note 8 - Recently Issued Accounting Standards

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115" (SFAS No. 159). SFAS No. 159 establishes a fair value option permitting entities to elect the option to measure eligible financial instruments and certain other items at fair value on specified election dates. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. The fair value option may be applied on an instrument-by-instrument basis, with a few exceptions, is irrevocable and is applied only to entire instruments and not to portions of instruments. SFAS No. 159 is effective for annual periods beginning after November 15, 2007 and for certain provisions for annual periods beginning after November 15, 2008, and should not be applied retrospectively to fiscal years beginning prior to the effective date. On the adoption date, an entity may elect the fair value option for eligible items existing at that date and the adjustment for the initial remeasurement of those items to fair value should be reported as a cumulative effect adjustment to the opening balance of retained earnings. This statement became applicable to the Company as of the year beginning January 1, 2008, and the Company did not elect to apply SFAS 159 to its financial assets and liabilities. Therefore the adoption of SFAS 159 has had no impact on the Company’s financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations" (SFAS 141(R)). SFAS 141(R) expands the definition of transactions and events that qualify as business combinations; requires that the acquired assets and liabilities, including contingencies, be recorded at the fair value determined on the acquisition date and changes thereafter reflected in revenue, not goodwill; changes the recognition timing for restructuring costs; and requires acquisition costs to be expensed as incurred. Adoption of SFAS 141(R) is required for annual periods beginning after December 15, 2008. Early adoption and retroactive application of SFAS 141(R) to fiscal years preceding the effective date are not permitted. The adoption of SFAS 141(R) did not have a material impact on our Consolidated Financial Statements.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interest in Consolidated Financial Statements" (SFAS 160). SFAS 160 re-characterizes minority interests in consolidated subsidiaries as non-controlling interests and requires the classification of minority interests as a component of equity. Under SFAS 160, a change in control will be measured at fair value, with any gain or loss recognized in earnings. The effective date for SFAS 160 is for annual periods beginning on or after December 15, 2008. Early adoption and retroactive application of SFAS 160 to fiscal years preceding the effective date are not permitted. The adoption of SFAS 160 did not have a material impact on our Consolidated Financial Statements.

In March 2008, the FASB issued SFAS No. 161 (SFAS 161), “Disclosures about Derivative Instruments and Hedging Activities”, as an amendment to SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 161 requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The fair value of derivative instruments and their gains and losses will need to be presented in tabular format in order to present a more complete picture of the effects of using derivative instruments. SFAS 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008. The adoption of SFAS 161 did not have a material impact on our Consolidated Financial Statements.

In January, 2009, the Financial Accounting Standards Board (“FASB”) approved FASB Accounting Standards Codification (the (“Codification”), which is effective July 1, 2009. Other than resolving certain minor inconsistencies in current U.S. GAAP, the Codification is not supposed to change GAAP, but is intended to make it easier to find and research GAAP applicable to a particular transaction or specific accounting issue. The Codification is a new structure which takes accounting pronouncements and organizes them by approximately 90 accounting topics. We do not expect the Codification to have a material impact on our financial position or results of operations.

Note 9 – Impairment of Long Lived Assets

The Company reviews long-lived assets, including intangible assets and goodwill, for impairment annually or more frequently if changes in circumstances or the occurrence of events suggest the remaining value may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Note 10 – Income Tax

On a quarterly basis, we estimate what our effective tax rate will be for the full fiscal year and record a quarterly income tax provision based on the anticipated rate. As the year progresses, we refine our estimate based on the facts and circumstances by each tax jurisdiction. For the quarter ended March 31, 2009 the Company recognized a loss before taxes but recorded income tax expense for the same period. The income tax expense was the result of a discrete non tax deductible employee share based compensation from options that have expired unexercised. This generated a non tax deductible expense of $290,000 during the quarter and the reversal of $19,000 of previously recognized deferred tax assets. As a result, during the quarter ended March 31, 2009, the Company had taxable income of $179,000 which generated tax expense of $66,000 .

Note 11 – Consolidation of Facility

In February 2009, the Company announced that it would relocate the operations of its Oklahoma subsidiary to the location of its Piedmont subsidiary in North Carolina. The Company anticipates closing the Oklahoma operations by the end of the fiscal year. The goal of this relocation is to achieve significant annual cost savings. The Company entered into a lease in February 2009 for a new facility in Kernersville, North Carolina of approximately 56,000 square feet, which will house its operations being relocated from Oklahoma. The lease, which expires on November 1, 2011, provides for 2 renewal options, each for a five year term. The lease provides for an annual rental fee of $86,182.

Note 12 – Commitment and Contingencies

The Company is engaged in a commercial dispute with Honeywell Aerospace (“Honeywell”) arising out of allegations by Honeywell that the company improperly resold Honeywell parts in breach of certain agreements between the parties. On May 1, 2009, Honeywell notified management that it will terminate its agreements with the Company effective July 2, 2009 and demand arbitration of its claims unless a mutually acceptable settlement is reached on or before July 2, 2009. Management believes that it has meritorious defenses to Honeywell’s claims. However, a failure to successfully resolve this dispute could have a material adverse effect on the Company’s business and prospects.

Note 13 – Concentration of Credit Risk

As of March 31, 2009 and December 31, 2008, the Company had one customer that accounted for 14.5% and 20% of its accounts receivables respectively.

Note 14-Subsequent Events

On April 3, 2009, the Company and the Parent and LIMC Acquisition Company, a Delaware corporation and a wholly owned Subsidiary of the Parent (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), whereby Merger Sub will merge with and into the Company and the Company shall become a wholly-owned subsidiary of the Parent (the “Merger”). The Parent presently owns 61.8% of the Company’s common stock. At the effective time of the Merger, each outstanding share of the Company’s common stock will be converted automatically into the right to receive five tenths (.5) of an ordinary share of the Parent. At the effective time of the Merger, all options to purchase the Company’s common stock that are outstanding immediately prior to the effective time of the Merger will terminate. The Merger is subject to customary closing conditions.

On April 8, 2009 a petition was filed in the District Court of Tulsa County, State of Oklahoma captioned “Chris Gassen, individually and on behalf of all others similarly situated, Plaintiff v. Shmuel Fledel, Jacob Gesthalter, Michael Gorin, Giora Inbar, Avraham Ortal, Eran Goren, Limco-Piedmont, Inc., and LIMC Acquisition Company, Defendants.” The action, which purports to be on behalf of a class comprised of the public stockholders of the Company, seeks relief against the Company and its Directors for alleged breaches of fiduciary duty and other violations of state law in connection with the proposed merger of LIMC Acquisition Company into the Company. Plaintiff claims, among other things, that the defendants are attempting to sell the Company by means of an unfair process and for an unfair price and that defendants have failed to disclose all material information concerning the merger. Plaintiff is seeking to enjoin the consummation of the merger, monetary damages, and an award of costs, including attorneys’ fees. The Company believes that the action is without merit and intends to vigorously defend the claims.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Background

Prior to our initial public offering on July 18, 2007, we operated as a wholly-owned subsidiary of TAT Technologies, Inc. (the Parent). We were incorporated in Delaware on February 28, 2007 as a successor to Limco-Airepair, Inc., which was incorporated as an Oklahoma corporation in 1995 upon the merger of three aerospace companies that had been acquired by the Parent from 1992 through 1995. Prior to the consolidation of Limco-Airepair, Inc. into our company, the Company transferred all of its assets and liabilities associated with its Oklahoma operations to our wholly-owned subsidiary, Limco-Airepair Inc., a newly formed Delaware corporation.

Prior to our acquisition of Piedmont in July 2005, our business was focused on providing MRO services for heat transfer components. With the acquisition of Piedmont, we expanded the scope of our MRO services to also include APUs, propellers and landing gear and added our parts services business.

Overview

We provide maintenance, repair and overhaul, or MRO, services and parts supply services to the aerospace industry. Our FAA certified repair stations provide aircraft component MRO services for airlines, air cargo carriers, maintenance service centers and the military. We specialize in MRO services for components of aircraft, such as heat transfer components, auxiliary power units, or APUs, propellers, landing gear and pneumatic ducting. In conjunction with our MRO services we are also an original equipment manufacturer, or OEM, of heat transfer equipment for airplane manufacturers and other selected related products. Our parts services division offers inventory management and parts services for commercial, regional and charter airlines and business aircraft owners.

MRO Services

We provide services for the components segment of the MRO services market. Our MRO services segment includes the repair and overhaul of heat transfer components, APUs, propellers, landing gear and pneumatic ducting, among other components. Generally, manufacturer specifications, government regulations and military maintenance regimens require that aircraft components undergo MRO servicing at regular intervals or as necessary. Aircraft components typically require MRO services, including repairs and installation of replacement units, after three to five years of service or sooner if required. Aircraft manufacturers typically provide warranties on new aircraft and their components and subsystems, which may range from one to five years depending on the bargaining power of the purchaser. Warranty claims are generally the responsibility of the OEM during the warranty period. Our business opportunity usually begins upon the conclusion of the warranty period for these components and subsystems.

Our repair stations are certified by the FAA and the European Aviation Safety Agency, or EASA. In conjunction with our MRO services, we also manufacture heat transfer equipment used in commercial, regional, business and military aircraft, complete environmental control systems and cooling systems for electronics.

Parts Services

Our parts services division provides a number of services for commercial, regional and charter airlines and business aircraft owners, including inventory management and parts services. We presently assist several of these customers with their parts procurement needs by using our knowledge of the aircraft component industry to quickly acquire necessary aircraft components in a cost-effective manner. We have a knowledgeable and experienced staff of customer service representatives and offer our customers 24 hour service and same day shipping. We currently supply parts to approximately 500 commercial, regional and charter airlines and business aircraft owners.

Our management believes that our revenues and sources of revenues are among the key performance indicators for our business. Our revenues from our two principal lines of business for the three months ended March 31, 2009 and March 31, 2008 were as follows:

	Three Months Ended March 31,
	2009					2008
	Revenues		% of Total Revenues			Revenues		% of Total Revenues
	(Revenues in thousands)
Revenues:
MRO Services	$	11,484		81.3	%	$	12,985		75.8	%
Parts services		2,637		18.7	%		4,135		24.2	%
Total revenues	$	14,121		100.0	%	$	17,120		100.0	%

The following table reflects the geographic breakdown of our revenues for each of the three months ended March 31, 2009 and 2008:

	Three Months Ended March 31,
	2009					2008
	Revenues		% of Total Revenues			Revenues		% of Total Revenues
	Revenue in thousands

North America	$	9,452		66.9	%	$	11,591		67.7	%
Europe		2,916		20.7	%		3,303		19.3	%
Asia		495		3.5	%		721		4.2	%
Other		1,258		8.9	%		1,505		8.8	%
	$	14,121		100.0	%	$	17,120		100.0	%

Our cost of revenues for MRO services consists of component and material costs, direct labor costs, shipping expenses, overhead related to manufacturing and depreciation of manufacturing equipment. Our cost of revenues for parts services consists primarily of the cost of the parts and shipping expenses. Our gross margin is affected by the proportion of our revenues generated from MRO services (including the sale of OEM products) and parts services.

Selling and marketing expenses consist primarily of commission payments, compensation and related expenses of our sales teams, attendance at trade shows and advertising expenses and related costs. General and administrative expenses consist of compensation and related expenses for executive, finance, legal and administrative personnel, professional fees and other general corporate expenses and related costs for facilities and equipment.

Critical Accounting Policies

The preparation of the financial statements in accordance with generally accepted accounting principles in the United States, or GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales, costs and expenses and related disclosures. Though we evaluate our estimates and assumptions on an ongoing basis, our actual results may differ from these estimates. For a more detailed discussion of our critical accounting policies we refer you to our 10-K for the year ended December 31, 2008 and filed with the Securities and Exchange Commission.

Results of Operations

The following table sets forth our statements of operations as a percentage of revenues for the periods indicated:

	Three Months Ended March 31,
	2009			2008
	(Unaudited)
Revenue:
MRO services		81.3	%		75.8	%
Parts services		18.7	%		24.2	%
Total revenue		100.0	%		100.0	%
Costs and operating expenses:
MRO services		67.2	%		56.2	%
Parts services		14.4	%		19.3	%
Selling and marketing		4.0	%		3.9	%
General and administrative		13.8	%		11.7	%
Relocation expense		2.0	%		-
Amortization of intangibles		0.4	%		0.6	%
Operating income (loss)		(1.8	)%		8.2	%
Other income (expense), net		1.0	%		1.0	%
Income taxes		(0.7	)%		3.4	%
Net income (loss)		(1.5	)%		5.9	%

In addition to revenues and the sources of our revenues, our management team views our gross profit margin and the level of inventory compared to revenues as the key performance indicators in assessing our company’s financial condition and results of operations. The decrease in revenue is a result of economic conditions leading to a decline in the aerospace industry and from operational issues incurred at the Tulsa facility.

Three Months Ended March 31, 2009 Compared to the Three Months Ended March 31, 2008

	For the three months ended March 31,
Revenues	2009			2008
	(Revenue in thousands)
MRO services		$	11,484		$	12,985
Parts services			2,637			4,135

Total revenue		$	14,121		$	17,120

Revenues. Total revenues decreased by $3.0 million, to $14.1 million for the three months ended March 31, 2009 from $17.1 million for the three months ended March 31, 2008. The decrease in revenues was primarily attributable to a decline in the aerospace industry and from operational issues incurred at our Tulsa facility.

MRO Revenues . Revenues from MRO services decreased by $1.5 million, to $11.5 million for the three months ended March 31, 2009 from $13.0 million for the three months ended March 31, 2008. The decline arises from operational issues incurred at our Tulsa facility including parts shortages and processing difficulties.

Parts Services . Parts services revenues decreased by $1.5 million, to $2.6 million for the three months ended March 31, 2009 from $4.1 million for the three months ended March 31, 2008. This decrease is due to a decline in the overall market.

Costs of revenues and operating expenses	March 31, 2009			March 31, 2008
	(in thousands)
MRO services	$	9,493		$	9,624
Parts services		2,040			3,306
Total cost of revenues		11,533			12,930
Selling and marketing		571			666
General and administrative		1,941			2,010
Relocation expense		284			-
Amortization of intangibles		54			109
Total operating costs		14,383			15,715
Operating income (loss)	$	(262	)	$	1,405

Cost of revenues. Cost of revenues decreased by $1.4 million, to $11.5 million for the three months ended March 31, 2009 from $12.9 million for the three months ended March 31, 2008. Despite the sales decrease of $3.0 million, cost of sales did not decrease proportionately in MRO due to the fact that operating expenses and labor costs are primarily fixed. Cost of revenues for parts services decreased by $1.3 million to $2.0 million for the three months ended March 31, 2009 from $3.3 million for the three months ended March 31, 2008 primarily resulting from lower sales volumes.

Selling and marketing expenses . Selling and marketing expenses decreased by $95,000 to $571,000 for the three months ended March 31, 2009 from $666,000 for the three months ended March 31, 2008. The decrease in selling and marketing expenses is primarily attributable to a reduction in commissions paid on existing customers MRO sales.

General and administrative expenses. General and administrative costs decreased by $69,000, to $1.9 million from $2.0 million in March 31, 2009 and March 31, 2008, respectively. The decline is attributable to lower insurance premiums, lower bad debt expenses, and depreciation expense.

Operating income . Our operating income decreased by $1.7 million to a net loss position of ($262,000) for the three months ended March 31, 2009 from a net income of $1,405,000 for the three months ended March 31, 2008. The decrease is attributable primarily to lower sales volumes, the relatively fixed nature of labor and other operating costs, as well as to the relocation expenses consisting of accrued severance, training costs, and building rental of the new facility.

Other income and expense	March 31, 2009			March 31, 2008
	(in thousands)
Interest income	$	151		$	293
Other income and (expense)		—			(118	)
Provision for income taxes		85			577
Net income (loss)	$	(196	)	$	1,003

Interest income. Interest income decreased by $142,000 to $151,000 for the three months ended March 31, 2009 from $293,000 for the three months ended March 31, 2008 as a result of lower interest rates and investment balances.

Other income and expense . The $118,000 expense for the three months ending March 31, 2008 is attributable to a loss on sale of investments that did not occur for the three months ended 2009.

Income taxes. Income taxes decreased by $492,000, to $85,000 for the three months ended March 31, 2009 from $577,000 for the three months ended March 31, 2008. The decrease in income tax expense is primarily attributable to the decrease in operating income. The decrease was offset by a non tax deductible expense of $290,000 recognized during the quarter and the reversal of $19,000 relating to previously recognized deferred tax assets. As a result, during the quarter ended March 31, 2009, the Company had taxable income of $179,000 which generated tax expense of $66,000 .

Liquidity and Capital Resources

On March 31, 2009, the Company’s total working capital was approximately $55.5 million, compared to March 31, 2008 working capital of $55.3 million. The change is primarily a result of timing differences between our current asset and current liabilities.

Cash Flows

The following table summarizes our cash flows for the periods presented:

	For the three months ended March 31,
	2009			2008

Net cash provided by (used in) operating activities	$	251		$	(2,540	)
Net cash provided by (used in) investing activities		(11,276	)		4,968
Net cash provided by (used in) financing activities		—			893
Net increase (decrease) in cash and cash equivalents		(11,025	)		3,321
Cash and cash equivalents at beginning of period		21,336			5,039

Cash at end of period	$	10,311		$	8,360

Net cash provided by operating activities was $251,000 for the three months ending March 31, 2009. This amount was primarily attributable to a $1.4 million decrease in accounts receivable due to lower sales Inventory increased $667,000 due to increased purchases from the Parent to better enable the Company to be more responsive in the MRO market. The decrease in accounts payable and other accrued expenses of $1.4 million was due to lower material cost of sales that is volume driven.

Net cash used for investing activities was $11.3 million for the three months ended March 31, 2009. We purchased approximately $11.1 million in corporate bonds and municipal bonds having an average maturity of less than one year. We invested $165,000 for the purchase of property and equipment.

The following table summarizes our minimum contractual obligations and commercial commitments as of March 31, 2009 and the effect we expect them to have on our liquidity and cash flow in future periods:

	Payments Due by Period
	Total		Less than Year		1-3 Years		3-5 Years		More than 5 Years
	(in thousands)
Operating lease obligations	$	790	$	273	$	451	$	66	$	—
Deferred tax liability		836		—		—		—		836
Total	$	1,636	$	273	$	451	$	66	$	836

As of March 31, 2009, our principal commitments consisted of obligations outstanding under operating leases and our deferred tax liability. All of our long-term debt was repaid during 2007 with a portion of the proceeds of our initial public offering. In the last three years, we have experienced substantial increases in our expenditures as a result of the growth in our operations and personnel. We anticipate that our cash resources will be used primarily to fund our operating activities, as well as for capital expenditures and acquisitions.

Over the next 12 months, we expect cash flows from our operating activities, along with our existing cash and cash equivalents and marketable securities, to be sufficient to fund our operations. We do not believe that the current lack of an external source of long-term liquidity will have a material adverse effect on our business or results of operations.

Our future capital requirements will depend on many factors, including our rate of revenue growth, the expansion of our selling and marketing activities, costs associated with expansion into new markets, and the timing of the introduction of new products and services.

The Company anticipates closing its Tulsa operations by the end of the fiscal year 2009, which will reduce its workforce by approximately 12%. Based on analysis done to date, the Company expects to achieve annual savings of approximately $500,000 per year following the completion of the relocation and to recognize approximately $2.4 million in pre-tax costs (substantially all of which will result in cash expenditures) which will be partially offset by the anticipated sale of the Company’s Tulsa building and land and the sale of certain other assets. These costs consist of approximately $550,000 in employee related expenses, approximately $1.2 million in buildout and new equipment, approximately $450,000 in the physical move of the facility and the remaining approximately $200,000 for training and contingencies. The Company has incurred $284,000 of costs relating to relocation, $60,000 which represents amortization of one-time termination benefits, according to FASB 146.

Seasonality

We believe that the growth of our business over the last two years has masked a historical seasonal trend in the MRO services sector. Historically, we have seen many airlines decrease their maintenance requirements in the peak air travel summer months and increase their maintenance requirements in the winter months when air travel is not as great. This seasonal effect has been offset by economic factors affecting the aerospace industry, resulting from the current economic conditions.

Off-balance sheet arrangements

As of March 31, 2009, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of the SEC’s Regulation S-K.

Recent Accounting Pronouncements

For a discussion of applicable new accounting pronouncements see Note 8 to our Unaudited Condensed Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Exchange Risks

Our exposure to foreign exchange risk primarily relates to our sales to offshore clients. We do not believe that we currently have any significant direct foreign exchange risk since such sales are denominated in dollars.

Investment Risk

We repaid our outstanding debt of $8 million as of September 30, 2007 that was due to our bank and parent company with a portion of the proceeds of our initial public offering. We invested the remaining net proceeds of the offering in corporate and government bonds and auction rate securities that are tax exempt. Our results of operations and cash flows will be subject to fluctuations due to changes in the interest rates applicable to our investments. We do not presently intend to use interest rate derivative instruments to manage our exposure to interest rate changes.

Item 4T. Controls and Procedures

Our management, including our co-chief executive officers and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this quarterly report on Form 10-Q. Based upon that evaluation, our co-chief executive officers and chief financial officer have concluded that, as of such date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by our company in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information was made known to them by others within the company, as appropriate to allow timely decisions regarding required disclosure.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Controls over Financial Reporting

There were no changes to our internal controls over financial reporting that occurred during the period covered by this quarterly report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On April 8, 2009 a petition was filed in the District Court of Tulsa County, State of Oklahoma captioned “Chris Gassen, individually and on behalf of all others similarly situated, Plaintiff v. Shmuel Fledel, Jacob Gesthalter, Michael Gorin, Giora Inbar, Avraham Ortal, Eran Goren, Limco-Piedmont, Inc., (the Company) and LIMC Acquisition Company, Defendants.” The action, which purports to be on behalf of a class comprised of the public stockholders of the Company, seeks relief against the Company and its Directors for alleged breaches of fiduciary duty and other violations of state law in connection with the proposed merger of LIMC Acquisition Company into the Company. Plaintiff claims, among other things, that the defendants are attempting to sell the Company by means of an unfair process and for an unfair price and that defendants have failed to disclose all material information concerning the merger. Plaintiff is seeking to enjoin the consummation of the merger, monetary damages, and an award of costs, including attorneys’ fees. The Company believes that the action is without merit and intends to vigorously defend the claims

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2008.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We sold 4,205,000 of our shares of common stock in our initial public offering on July 19, 2007. The aggregate offering price of the shares sold was $46.3 million. The total expenses of the offering were approximately $4.8 million. None of such expenses were paid directly or indirectly to directors, officers, or persons owning 10% or more of any class of equity securities of our company or to our affiliates. The net public offering proceeds to us, after deducting the total expenses were approximately $41.5 million. Such proceeds have been used to repay approximately $4.0 million in debt owed to the Parent and $4.0 million in debt owed to Bank Leumi USA, and $2.2 million was used for the purchase of capital equipment and inventory. The remaining proceeds have been invested in cash, cash equivalents and short-term investments. As of March 31, 2009, we had $10.3 million in cash and cash equivalents and $22.3 million in short-term investments.

For more information on the use of proceeds from our initial public offering, see “Liquidity and Capital Resources” and notes to our financial statements included in this report on Form 10-Q.

Item 5: Other Information

Item 6. Exhibits

(a) Exhibits

31.1		Certification by Co-Chief Executive Officers Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification by Co-Chief Executive Officers Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LIMCO-PIEDMONT INC.
	(Registrant)

	/s/ Robert Koch
	Co-Chief Executive Officer

	/s/ Ehud Netivi
	Co-Chief Executive Officer

	/s/ Mary Dowdy
	Chief Financial Officer