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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q
Quarterly report pursuant to section 13 or 15 (d)
of the Securities Exchange Act of 1934

LANCER CORPORATION
(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (210) 310-7000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 14(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 the number of shares outstanding of each of the issuers of classes of common stock, as of the latest practicable date.

Part I—Financial Information

Item 1—Financial Statements

LANCER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)

ASSETS

See accompanying notes to consolidated financial statements.

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LANCER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)

(Amounts in thousands, except share data)

LIABILITIES AND SHAREHOLDERS' EQUITY

See accompanying notes to consolidated financial statements.

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LANCER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Amounts in thousands, except share data)

See accompanying notes to consolidated financial statements.

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LANCER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

(Amounts in thousands)

See accompanying notes to consolidated financial statements.

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LANCER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Basis of Presentation

All adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair presentation of financial position and results of operations. All intercompany balances and transactions have been eliminated in consolidation. It is suggested that the consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the December 31, 2001 Annual Report on Form 10-K.

Certain amounts in the consolidated financial statements for prior periods have been reclassified to conform with the current year's presentation.

2.    New Accounting Pronouncements

Effective January 1, 2002 the Company adopted Statement of Financial Accounting Standard (SFAS) No. 142, "Goodwill and other Intangible Assets." SFAS No. 142 provides guidance on how goodwill and other intangible assets that are acquired or have already been recognized in the financial statements should be accounted for. Under SFAS No. 142 goodwill and certain other intangible assets will no longer be amortized, but will be required to be reviewed periodically for impairment of value. The Company tested goodwill for impairment using the two-step process described in SFAS No. 142. The first step is to screen for potential impairment, if any, while the second step measures the amount of impairment, if any. The Company has performed an impairment analysis and concluded that the value of its goodwill is not impaired. With the adoption of SFAS No. 142, the Company ceased the amortization of goodwill with a book value of $1.6 million as of January 1, 2002. Had amortization of goodwill not been recorded during the quarter ended September 30, 2001, the net earnings would have been increased by approximately $21,000, net of taxes, basic and diluted earnings per share would have remained unchanged. For the nine months ended September 30, 2001, the net earnings would have been increased by approximately $75,000, net of taxes; basic earnings per share would have increased to $0.22 and diluted earnings per share would have increased to $0.21.

SFAS No. 143, "Accounting for Asset Retirement Obligations," issued in June 2001, establishes financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and (or) normal use of the asset. The Company is required and plans to adopt the provisions of SFAS No. 143 for the quarter ending March 31, 2003. To accomplish this, the Company must identify all legal obligations for asset retirement obligations, if any, and determine the fair value of these obligations on the date of adoption. The Company believes the adoption of SFAS No. 143 will not have a material impact on the Company's financial statements.

Effective January 1, 2002 the Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This Statement supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets to Be Disposed of." However, it retains the fundamental provisions of Statement 121 for (a) recognition and measurement of the impairment of long-lived assets to be held and used and (b) measurement of long-lived assets to be disposed of by sale. The adoption of SFAS No. 144 did not have a material impact on the Company's financial statements.

In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical

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Corrections." SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt," and an amendment of that Statement, SFAS No. 64, "Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements." This Statement also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers." This Statement amends SFAS No. 13, "Accounting for Leases," to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to lease-back transactions. This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. SFAS No. 145 is effective for transactions occurring after May 15, 2002. The Company adopted SFAS No. 145 on May 16, 2002 with no material impact on the Company's financial statements.

SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," issued in July 2002, addresses financial accounting and reporting for costs associated with exit or disposal activities. It nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires that a liability be recognized for the cost associated with an exit or disposal activity only when the liability is incurred, that is, when it meets the definition of a liability in the FASB conceptual framework. SFAS No. 146 also establishes fair value as the objective for initial measurement of liabilities related to exit or disposal activities. The Statement is effective for exit or disposal activities that are initiated after December 31, 2002. The Company believes the adoption of SFAS No. 146 will not have a material impact on the Company's financial statements.

3.    Discontinued Operations

During the quarter ended June 30, 2002, the Company decided to close its Brazilian subsidiary. The Company expects the closure will be completed by December 31, 2002, through liquidation. In connection with the closure of the Brazilian subsidiary, the Company recorded an estimated loss from disposal of discontinued operations of $1.8 million in the quarter ended June 30, 2002 related to the write-down of the Brazilian subsidiary assets net of expected proceeds, foreign currency translation losses, and an accrual for estimated exit costs. Accordingly, the Company has reported the results of operations of the Brazilian subsidiary as discontinued operations for the three and nine months ended September 30, 2002 and 2001 in the Consolidated Statements of Operations. For business segment reporting purposes, the Brazil operation was previously classified as the segment "Brazil."

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Certain information with respect to the discontinued Brazilian operation for the three and nine months ended September 30, 2002 and 2001 is as follows (amounts in thousands):

Assets and liabilities of the discontinued operation are as follows (amounts in thousands):

4.    Inventory Components

Inventories are stated at the lower of cost or market on a first-in, first-out basis. Inventory components are as follows (amounts in thousands):

5.    Earnings Per Share

Basic earnings per share is calculated using the weighted average number of common shares outstanding. Diluted earnings per share is calculated assuming the issuance of common shares for all potential dilutive common shares outstanding during the reporting period. The dilutive effect of stock options approximated 83,266 shares and 200,648 shares for the three months ended September 30, 2002 and 2001, and 89,058 shares and 200,456 shares for the nine months ended September 30, 2002 and 2001, respectively.

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6.    Comprehensive Income

The following are the components of comprehensive income (amounts in thousands):

Accumulated other comprehensive loss on the accompanying consolidated balance sheet includes foreign currency gains (losses), unrealized gain (loss) on investment and unrealized loss on derivative instruments.

7.    Income Taxes

The Company elected to treat the Brazilian subsidiary as a partnership for U.S. tax purposes for the year ended December 31, 1999. This election has enabled the Company to recognize for U.S. income tax purposes a loss of $7.7 million on its investment in the Brazilian operation. The Internal Revenue Service (the "Service") is examining the Company's U.S. income tax return for 1999 including the deduction of the loss on its investment in the Brazilian operation, and has proposed the disallowance of the deduction. The Company believes that the Service's proposal is without merit, and intends to vigorously defend its position. The Company does not believe that any significant adjustments will be required as a result of this examination.

8.    Segment and Geographic Information

The Company and its subsidiaries are engaged in the manufacture and distribution of beverage dispensing equipment and related parts and components. The Company manages its operations geographically. Sales are attributed to a region based on the ordering location of the customer.

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The Brazil segment is reported as discontinued operations for the three and nine months ended September 30, 2002 and 2001 in the Consolidated Statement of Operations. See footnote 3 for further discussion of discontinued operations.

All intercompany revenues are eliminated in computing revenues and operating income. The corporate component of operating income represents corporate general and administrative expenses.

9.    Stock Based Compensation

During the third quarter of 2002, the Company's Board of Directors extended the life of the Company's outstanding stock options by five years. The change resulted in an expense of $0.4 million, $0.2 million of which was recognized in the third quarter of 2002. The remaining $0.2 million is treated as deferred compensation in additional paid in capital, and will be recognized as the options vest.

10.    Long Term Investments and Acquisitions

During the second quarter of 2002, the Company bought the assets of a service company in Australia for $0.3 million. The primary assets acquired were equipment and inventory. In the third quarter of 2002, the Company invested $0.5 million in a company engaged in the commercialization of milk products.

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LANCER CORPORATION AND SUBSIDIARIES

Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations

This document contains certain "forward-looking" statements as such term is defined in the Private Securities Litigation Reform Act of 1995 and information relating to the Company and its subsidiaries that are based on the beliefs of the Company's management. When used in this report, the words "anticipate," "believe," "estimate," "expect," "forecast," "plan," and "intend" and words or phrases of similar import, as they relate to the Company or its subsidiaries or Company management, are intended to identify forward-looking statements. Such statements reflect the current risks, uncertainties and assumptions which exist or must be made as a result of certain factors including, without limitation, competitive factors, general economic conditions, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, one-time events and other factors described herein and in other filings made by the Company with the Securities and Exchange Commission. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, forecast, planned or intended. The Company does not intend to update these forward-looking statements.

Results of Operations

Comparison of the Three-Month Periods Ended September 30, 2002 and 2001

Continuing Operations

Net sales for the three months ended September 30, 2002 were $37.3 million, a 20% increase from sales in the third quarter of 2001. Sales rose 19% in the North America region, primarily because of improved sales of Lancer's core fountain equipment. Revenue rose 43% in the Pacific region on strong sales of beer dispensing systems. Incremental sales from a new office in Melbourne, Australia and from a newly acquired service operation in Brisbane, Australia helped the Pacific region results. Sales in Latin America rose 40% from 2001 levels. Solid revenues in Mexico helped offset weakness in much of the rest of Latin America. While market activity has been generally flat in Mexico, the Company's Mexican subsidiary benefited from a single large order that is expected to carry over into the fourth quarter. Sales in Europe fell slightly from the prior year, while revenues in Asia fell 45% in what continues to be a very weak market.

Effective May 1, 2002, the Company's joint venture that manufactures frozen beverage equipment sells directly to third party customers, and pays a commission to the Company. Prior to May 1, 2002, the joint venture sold substantially all of its production to the Company, and the Company distributed the equipment to third party customers. The change will tend to reduce the Company's reported revenues because the joint venture's operations are not consolidated with those of the Company for reporting purposes.

Gross margin was 29.6% in the third quarter of 2002, up from 23.2% in the third quarter last year. Favorable shifts in product mix combined with the benefits of higher throughput drove much of the margin improvement.

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Selling, general and administrative expenses were $7.6 million in the three months ended September 30, 2002, up from $5.4 million in the same period of 2001. Higher expenses related to employee compensation, employee benefits, and professional fees caused most of the increase. SFAS No. 142, which the Company adopted on January 1, 2002, eliminates the amortization of goodwill. Goodwill amortization expense was $31 thousand in the third quarter of 2001.

Interest expense was $0.3 million in the third quarter of 2002, down from $0.8 million in the same period last year. $0.2 million of the decrease in interest expense was caused by the required mark-to-market adjustments of the Company's interest rate swap agreements. Lower average interest rates, combined with lower average borrowings, caused the remainder of the decline. The Company reported a loss of $0.2 million from its frozen beverage equipment joint venture in the third quarters of 2002 and 2001. Soft sales and expenses related to the development of products scheduled to be commercialized in 2003 contributed to the loss in the 2002 period, and are expected to impact the fourth quarter of 2002 as well. The effective tax rate was 34.0% in the third quarter of 2002, compared to 35.1% in the 2001 period. The lower rate in 2002 reflects the fact that a larger proportion of the Company's income was earned in lower tax jurisdictions. Income from continuing operations was $1.9 million in the third quarter of 2002, compared to $0.6 million in the same period of 2001.

Discontinued Operations

Lancer decided to close its Brazilian subsidiary during the second quarter of 2002. The Brazilian subsidiary's results are now classified as discontinued operations.

Revenues from discontinued operations were $0.1 million in the third quarter of 2002, versus $0.2 million in the third quarter of 2001. In the second quarter of 2002, Lancer incurred $0.2 million of closing expenses. The loss (net of tax) from discontinued operations was $62 thousand in the third quarter of 2002, and $51 thousand in the same period last year.

Comparison of the Nine-Month Periods Ended September 30, 2002 and 2001

Continuing Operations

Net sales for the nine months ended September 30, 2002 were $104.9 million, up 14% from $92.0 million in the first three quarters of 2001. Revenues rose 17% in the North America region, primarily because of improved sales of Lancer's core fountain equipment. Sales rose 18% in the Pacific region on strong sales of beer dispensing systems. A new sales office in Melbourne, Australia, and a newly acquired service operation in Brisbane, Australia added to the Pacific region's sales. Revenue rose slightly in Latin America and Europe. Sales fell 24% in Asia, which continues to be a very weak market.

Effective May 1, 2002, the Company's joint venture that manufactures frozen beverage equipment sells directly to third party customers, and pays a commission to the Company. Prior to May 1, 2002, the joint venture sold substantially all of its production to the Company, and the Company distributed the equipment to third party customers. The change will tend to reduce the Company's reported revenues because the joint venture's operations are not consolidated with those of the Company for reporting purposes.

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Gross margin was 26.7% in the first nine months of 2002, up from 23.4% in the same period of 2001. Favorable shifts in product mix combined with the benefits of higher throughput drove much of the margin improvement.

Selling, general and administrative expenses were $20.0 million in the first three quarters of 2002, up from $16.8 million in the first nine months of 2001. Higher expenses related to employee compensation, employee benefits, and professional fees caused most of the increase. SFAS No. 142, which the Company adopted on January 1, 2002, eliminates the amortization of goodwill. Goodwill amortization expense was $113 thousand in the first three quarters of 2001.

Interest expense was $1.1 million in the first nine months of 2002, down from $2.7 million in the same period of 2001. $0.7 million of the decrease in interest expense was caused by the required mark-to-market adjustments of the Company's interest rate swap agreements. Lower average interest rates, combined with lower average borrowings, caused the remainder of the decline. The Company reported a loss of $0.4 million from its frozen beverage equipment joint venture in the nine months ended September 30, 2002, compared to a loss of $0.2 million in the same period last year. Soft sales and expenses related to the development of products scheduled to be commercialized in 2003 contributed to the loss in the 2002 period, and are expected to impact the fourth quarter of 2002 as well. Other income of $1.2 million in the first three quarters of 2001 includes a $1.0 million gain relating to the cancellation of a project. The effective tax rate was 34.9% in the first nine months of 2002, compared to 38.6% in the same period last year. The lower rate in 2002 reflects the fact that a larger proportion of the Company's income was earned in lower tax jurisdictions. Income from continuing operations was $4.4 million in the first nine months of 2002, and $2.0 million in the same period of 2001.

Discontinued Operations

Lancer decided to close its Brazilian subsidiary during the second quarter of 2002. The Brazilian subsidiary's results are now classified as discontinued operations.

Revenues from discontinued operations were $0.3 million in the first nine months of 2002, down from $0.8 million in the same period of 2001. During the nine months ended September 30, 2002, the Company recognized $1.8 million for the estimated loss from disposal of discontinued operations, and incurred a $0.5 million operating loss from discontinued operations. The Company's loss (net of tax) from discontinued operations was $1.5 million in the first nine months of 2002, and $0.1 million in the same period of 2001.

Liquidity and Capital Resources

The Company's principal sources of liquidity are cash flows from operations and amounts available under the Company's existing lines of credit. The Company has met, and currently expects that it will continue to meet, substantially all of its working capital and capital expenditure requirements, as well as its debt service requirements, with funds provided by operations and borrowings under its credit facilities. The Company is in compliance with, or has obtained waivers of, the financial covenants contained in the credit agreement that governs the Company's primary credit facilities.

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Cash provided by operating activities was $11.5 million in the first nine months of 2002, up from $5.8 million in the same period of 2001. The Company made capital expenditures of $2.6 million in the first nine months of 2002, primarily for production tooling and equipment. During the 2002 period, the Company bought the assets of a service company in Australia for $0.3 million. The primary assets acquired were equipment and inventory. Also in 2002, the Company invested $0.5 million in a company engaged in the commercialization of milk products. The capital spending, the assets acquired in Australia, and the milk investment were financed with cash from operations. Additionally, pursuant to a relocation agreement, the Company bought the home of an officer for $0.4 million. The Company sold the home in the third quarter of 2002.

The Company's primary lenders have agreed to extend the expiration of the Company's credit facilities to July 15, 2005.

Accounting Matters

The Company maintains a DISC in order to defer income taxes on its foreign sales. At the same time, the Internal Revenue Code (the "Code") was amended to permit the creation of a Foreign Sales Corporation ("FSC"). Under the current Code, the FSC is no longer a separate foreign sales entity. A new category of income—extraterritorial income has been created. Under the Code, as amended, a portion of the extraterritorial income is subject to federal income taxes, while a portion is permanently exempt from federal income taxes. Current tax regulations prevent the Company from maintaining the DISC and have qualifying foreign trade income concurrently. At the time of liquidation of the DISC, the Company would be required to provide for federal income taxes on the $2.4 million of undistributed earnings of the DISC, for which federal income taxes have not previously been provided. The Company would be able to pay such federal income taxes over a ten-year period.

The Company elected to treat the Brazilian subsidiary as a partnership for U.S. tax purposes for the year ended December 31, 1999. This election has enabled the Company to recognize for U.S. income tax purposes a loss of $7.7 million on its investment in the Brazilian operation. The Internal Revenue Service (the "Service") is examining the Company's U.S. income tax return for 1999 including the deduction of the loss on its investment in the Brazilian operation, and has proposed the disallowance of the deduction. The Company believes that the Service's proposal is without merit, and intends to vigorously defend its position. The Company does not believe that any significant adjustments will be required as a result of this examination.

Item 3—Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes in the Company's market risk factors since December 31, 2001.

Item 4—Controls and Procedures

(a)

Within the 90 days prior to the date of filing this Form 10-Q, the Company carried out an evaluation, under the supervision of the Chief Executive Officer, the Chief Financial Officer, and the Vice President—Controller, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Company's Chief Executive Officer and its Chief Financial Officer concluded that

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the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic SEC filings.

(b)

There have been no significant changes in the Company's internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

Item 6—Exhibits and Reports on Form 8-K

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.

LANCER CORPORATION
(Registrant)

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CERTIFICATIONS
I, George F. Schroeder, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Lancer Corporation;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weakness in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 12, 2002

/s/ GEORGE F. SCHROEDER        
George F. Schroeder
Chief Executive Officer

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CERTIFICATIONS
I, Richard N. Winter, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Lancer Corporation;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weakness in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 12, 2002

/s/ RICHARD N. WINTER        
Richard N. Winter
Chief Financial Officer

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INDEX TO EXHIBITS

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QuickLinks

Part I—Financial Information
Item 1—Financial Statements

Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3—Quantitative and Qualitative Disclosures About Market Risk
Item 4—Controls and Procedures
Item 6—Exhibits and Reports on Form 8-K