-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LRolY4HG3GBa5YOK0z/488TAKa7LjDwsZDtQfvf9tk7JuNWMlr6T3moROUGVn+vJ 0dvCuhLX9HLD3C+oYJMuBA== 0000950152-03-004754.txt : 20030430 0000950152-03-004754.hdr.sgml : 20030430 20030430104330 ACCESSION NUMBER: 0000950152-03-004754 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GORMAN RUPP CO CENTRAL INDEX KEY: 0000042682 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 340253990 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06747 FILM NUMBER: 03671128 BUSINESS ADDRESS: STREET 1: 305 BOWMAN ST STREET 2: PO BOX 1217 CITY: MANSFIELD STATE: OH ZIP: 44901 BUSINESS PHONE: 4197551011 MAIL ADDRESS: STREET 1: 305 BOWMAN STREET STREET 2: P.O. BOX 1217 CITY: MANSFIELD STATE: OH ZIP: 44901 10-Q 1 l00386ae10vq.txt THE GORMAN-RUPP COMPANY SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2003 Commission File Number 1-6747 -------------- ------ The Gorman-Rupp Company ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 34-0253990 - ------------------------------- ------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 305 Bowman Street, P.O. Box 1217, Mansfield, Ohio 44901 - ------------------------------------------------- ---------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (419) 755-1011 -------------- 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 --- --- Common shares, without par value, outstanding at March 31, 2003. 8,540,553 ***************** Page 1 of 16 pages THE GORMAN-RUPP COMPANY AND SUBSIDIARIES THREE MONTHS ENDED MARCH 31, 2003 AND 2002 PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed Consolidated Statements of Income -Three months ended March 31, 2003 and 2002 Condensed Consolidated Balance Sheets -March 31, 2003 and December 31, 2002 Condensed Consolidated Statements of Cash Flows -Three months ended March 31, 2003 and 2002 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures of Market Risk Item 4. Controls and Procedures PART II. OTHER INFORMATION Item 6. Exhibits and Reports on 8-K 2 PART I. FINANCIAL INFORMATION ITEM 1--FINANCIAL STATEMENTS(UNAUDITED) THE GORMAN-RUPP COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Thousands of dollars, except per share amounts) Three Months Ended March 31, 2003 2002 --------- ---------- Net sales $43,793 $45,299 Cost of products sold 35,355 35,752 ------- ------- Gross Profit 8,438 9,547 Selling, general and administrative expenses 6,763 6,079 ------- ------- Operating Income 1,675 3,468 Other income 362 136 Other expense (101) (132) ------- ------- Income Before Income Taxes 1,936 3,472 Income taxes 734 1,319 ------- ------- Net Income $1,202 $2,153 ======= ======= Basic And Diluted Earnings Per Share $0.14 $0.25 Dividends Paid Per Share $0.17 $0.16 Average Shares Outstanding 8,540,553 8,537,553
3 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Thousands of dollars) March 31, December 31, 2003 2002 ----------- ----------- Assets Current Assets: Cash and cash equivalents $14,052 $13,086 Accounts receivable 28,430 29,234 Inventories 36,902 35,587 Other current assets and deferred income taxes 5,623 5,952 -------- -------- Total Current Assets 85,007 83,859 Property, plant and equipment 130,179 128,853 less allowances for depreciation 73,097 71,096 -------- -------- Property, Plant and Equipment - Net 57,082 57,757 Other assets 11,439 11,230 -------- -------- Total Assets $153,528 $152,846 ======= ======== Liabilities and Shareholders' Equity Current Liabilities: Accounts payable $6,386 $6,557 Payrolls and related liabilities 3,583 3,306 Accrued expenses 8,740 8,806 Income taxes 1,177 468 Current portion of long-term notes payable 145 145 -------- -------- Total Current Liabilities 20,031 19,282 Long-term notes payable 145 291 Postretirement benefits 21,954 21,817 Shareholders' Equity Common shares, without par value: Authorized - 14,000,000 shares; Outstanding - 8,540,553 shares in 2003 and 2002 (after deducting treasury shares of 324,623 in 2003 and 2002) at stated capital amount 5,089 5,089 Retained earnings 108,059 108,309 Accumulated other comprehensive income (loss) (1,750) (1,942) -------- -------- Total Shareholders' Equity 111,398 111,456 -------- -------- Total Liabilities and Shareholders' Equity $153,528 $152,846 ======== ========
4 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Thousands of dollars) Three Months Ended March 31, 2003 2002 -------- -------- Cash Flows From Operating Activities: Net income $1,202 $2,153 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,764 1,669 Changes in operating assets and liabilities 686 (651) ======== ======== Net Cash Provided by Operating Activities 3,652 3,171 Cash Flows From Investing Activities: Capital additions, net (1,089) (1,104) Change in short-term investments 0 (24) Payment for acquistions, net of $3,671 cash acquired and related fees 0 (18,287) ======== ======== Net Cash Used For Investing Activities (1,089) (19,415) Cash Flows From Financing Activities Cash dividends (1,452) (1,366) Borrowings from bank 0 10,000 Repayments to bank and note holders (145) 0 ======== ======== Net Cash (Used for) Provided by Financing Activities (1,597) 8,634 ======== ======== Net Increase (Decrease) in Cash and Cash Equivalents 966 (7,610) Cash and Cash Equivalents: Beginning of year 13,086 20,583 ======== ======== March 31, $14,052 $12,973 ======== ========
5 PART I--CONTINUED ITEM 1. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A -- BASIS OF PRESENTATION OF FINANCIAL STATEMENTS The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month periods ended March 31, 2003 are not necessarily indicative of results that may be expected for the year ending December 31, 2003. For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002. Certain prior year amounts have been reclassified to conform to the 2002 presentation. NOTE B -- INVENTORIES The major components of inventories are as follows:
March 31 Dec 31 (Thousands of dollars) 2003 2002 -------- -------- Raw materials and in-process $ 21,546 $20,778 Finished parts 13,449 12,970 Finished products 1,907 1,839 -------- ------- $ 36,902 $35,587 ======== =======
NOTE C -- COMPREHENSIVE INCOME During the three month periods ended March 31, 2003 and 2002, total comprehensive income was $1,394,000 and $2,274,000, respectively. The reconciling item between net income and comprehensive income consists of foreign currency translation adjustments. NOTE D -- ACQUISITIONS On February 28, 2002, the Company acquired all of the issued and outstanding stock of American Machine & Tool Co., Inc. ("AMT") for a cash purchase price of approximately $12.6 million net of $3.7 million cash acquired. AMT's "off the shelf" pumps give the Company the opportunity to market commodity type products. AMT, located in Royersford, Pennsylvania, is a developer and manufacturer of standard centrifugal pumps for industrial and commercial fluid-handling applications. The acquisition of AMT offers the Company the opportunity to increase sales of AMT's products through the Company's existing outlets to domestic and international markets. AMT's primary sales channel is comprised of large-scale distributors of industrial supplies promoted through third-party distributor catalogs. AMT operates as a subsidiary of the Company. 6 PART I--CONTINUED ITEM 1. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--CONTINUED NOTE D--ACQUISITIONS--CONTINUED On March 1, 2002, the Company acquired all of the issued and outstanding stock of Flo-Pak, Inc. ("Flo-Pak") for a purchase price of approximately $6.5 million, of which $5.6 million was cash and $900,000 was a note payable, a portion of which was subsequently paid in 2002. The acquisition of Flo-Pak offers the Company a "ready business" opportunity to diversify its product line and increase market share without the cost or time to perform the necessary research and development activities to enter the market. Gorman-Rupp has a distribution network and market strength to offer growth opportunities to Flo-Pak eliminating the need for additional capital investment to gain market share. Flo-Pak, located in Atlanta, Georgia, is a manufacturer of designed pumping systems for the heating, ventilation and air-conditioning (HVAC) market. The results of operations of Flo-Pak are part of Patterson Pump Company, a subsidiary of the Company. The following unaudited pro forma data summarizes the results of operations for the periods indicated as if the fiscal 2002 acquisitions had been completed as of the beginning of the periods presented. The pro forma data shows the effect on actual operating results prior to the acquisitions. Effects of cost reductions and operating synergies are not presented. These pro forma amounts are not indicative of the results that would have actually been achieved if the acquisitions had occurred at the beginning of the periods presented or that may be achieved in the future.
Three Months Ended March 31, 2002 (Thousands of dollars, except per share amounts) ------------------------ Total Revenue $48,395 Net Income 1,443 Basic and Diluted Earnings Per Common Share $0.17
7 PART I--CONTINUED ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain statements in this section and elsewhere herein contain various forward-looking statements and includes assumptions concerning The Gorman-Rupp Company's operations, future results and prospects. These forward-looking statements are based on current expectations and are subject to risk and uncertainties. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, The Gorman-Rupp Company provides the following cautionary statement identifying important economic, political, and technological factors, among others, the absence of which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions. Such factors include the following: (1) continuation of the current and projected future business environment, including interest rates and capital and consumer spending; (2) competitive factors and competitor responses to Gorman-Rupp initiatives; (3) successful development and market introductions of anticipated new products; (4) stability of government laws and regulation, including taxes; (5) stable governments and business conditions in emerging economies; (6) successful penetration of emerging economies and (7) continuation of the favorable environment to make acquisitions, domestic and foreign, including regulatory requirements and market values of candidates. FIRST QUARTER 2003 COMPARED TO FIRST QUARTER 2002 Net sales for the first quarter were $43,793,000 in 2003 compared to $45,299,000 in 2002, a reduction of $1,506,000 or 3.3 percent. Economic uncertainty continued to place pressure on the Company's products sold in the capital goods sector. Revenue from sales of the Company's pump products increased 12.7% compared to the first quarter 2002; 3.2% after excluding the impact of acquisitions made during 2002. This growth was more than offset by a 78% reduction in shipments of fabricated products for the power generation market. The reduction resulted from postponement and cancellation of orders due to lack of need for additional capacity in the power generation market and is projected to continue through 2004. Cost of products sold in the first quarter 2003 was $35,355,000 compared to $35,752,000 during 2002, a decrease of 1.1 percent. As a percentage of sales, cost of products sold was 80.7% in 2003 compared to 78.9 % in 2002. The increase in cost of goods sold as a percent of sales was principally the effect of volume related costs and the further reduction in manufacturing fabricated products for the power generation market, reduced by benefits from cost reduction programs. Manufacturing cost increases in pension and postretirement expense along with property and liability insurance premiums also contributed to the higher percentage. Selling, general, and administrative expenses were $6,763,000 in 2003 compared to $6,079,000 in 2002, an increase of $684,000 or 11.3 percent. The increase principally resulted from the inclusion for the full quarter in 2003 of selling, general, and administrative expenses from the Company's acquisitions made in 2002, somewhat reduced by benefits from cost control programs . Higher employee pension and postretirement costs and increases in property and liability insurance premiums also added to the increased expense. Other income was $362,000 in 2003 compared to $136,000 in 2002, an increase of $226,000 or 166.2 percent. This was principally the result of the change in the foreign currency exchange rates. Other expense was $101,000 in 2003 compared to $132,000 in 2002, a decrease of $31,000 or 23.5 percent. This was primarily the result of the decrease in interest expense for 2003. 8 PART I--CONTINUED ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--CONTINUED Income before income taxes was $1,936,000 in 2003 compared to $3,472,000 in 2002, a decrease of $1,536,000 or 44.2 percent. Reduced sales along with the increased effect of volume related expenses and increased selling , general, and administrative expense were the principle reasons for the decrease in income before income taxes. The effective tax rate was 37.9% in 2003 and 38.0% in 2002. Net income was $1,202,000 in 2003 compared to $2,153,000 in 2002, a decrease of $951,000 or 44.2 percent. As a percent of sales, net income was 2.7% in 2003 compared to 4.8% in 2002. Earnings per share were $0.14 in 2003 compared to $0.25 in 2002, a reduction of $0.11 per share. On February 28, 2002, the Company acquired all of the issued and outstanding stock of American Machine & Tool Co., Inc. ("AMT") for a net cash purchase price of approximately $12.6 million. On March 1, 2002, the Company acquired all of the issued and outstanding stock of Flo-Pak, Inc. ("Flo-Pak") for a cash purchase price of approximately $5.6 million. The acquisitions were financed with cash from the Company's treasury, $900,000 of notes payable and by a draw of $10.0 million on an unsecured credit facility. The Company paid back the bank borrowings in 2002. AMT, located in Royersford, Pennsylvania, is a developer and manufacturer of standard centrifugal pumps for industrial and commercial fluid-handling applications. AMT operates as a subsidiary of the Company. Flo-Pak, located in Atlanta, Georgia, is a manufacturer of designed pumping systems for the HVAC market. Flo-Pak's operations have been merged into Patterson Pump Company, a subsidiary of the Company. In March 2002, Patterson Pump Company, acquired the remaining interest in its subsidiary Patterson Pump Ireland Limited. Patterson Pump Company now owns 100% of Patterson Pump Ireland Limited. Pump assembly at Patterson Pump Ireland Limited will continue to serve the European market. LIQUIDITY AND SOURCES OF CAPITAL Cash flows from operating activities increased $481,000 from $3,171,000 in the three months ended March 31, 2002 to $3,652,000 in the three months ended March 31, 2003. The increase was primarily related to decreased working capital requirements partially offset by decreased net income. Investing activities included payments for normal capital additions of $1,089,000 and $1,104,000 for the three months ended March 31, 2003 and 2002, respectively. For the quarter ended March 31, 2002, cash used for the business acquisitions was $18,287,000. Financing activities consisted of payments primarily for dividends which were $1,452,000 and $1,366,000 for the three months ended March 31, 2003 and 2002, respectively. For the quarter ended March 31, 2002, $10,000,000 was borrowed to finance the acquisitions. Later in 2002, this amount was repaid to the banks from internally generated funds. The Company continues to finance most of its capital expenditures and working capital requirements through internally generated funds and bank financing. The ratio of current assets to current liabilities was 4.2 to 1 at March 31, 2003 and 4.3 to 1 at December 31, 2002. The Company presently has adequate working capital and borrowing capacity and a strong liquidity position. 9 PART I--CONTINUED ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK The Company's foreign operations do not involve any material risks due to their small size, both individually and collectively. The Company is not exposed to material market risks as a result of its export sales or operations outside of the United States. Export sales are denominated predominately in U.S. dollars and made on open account or letter of credit. ITEM 4. CONTROLS AND PROCEDURES An evaluation was performed under the supervision and with the participation of the Company's management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures within 90 days before the filing of this quarterly report. Based on that evaluation, the Company's management, including the Principal Executive Officer and Principal Financial Officer, concluded that the Company's disclosure controls and procedures were effective. There have been no significant changes in the Company's internal controls, or in other factors that could significantly affect those internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses, subsequent to the date of the evaluations. **************************** 10 PART II--OTHER INFORMATION ITEM 6. EXHIBITS AND REPORT ON FORM 8-K (a) Exhibits Exhibit 99 Certification Pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports filed on Form 8-K during the Quarter ended March 31, 2003 None 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. The Gorman-Rupp Company ----------------------- (Registrant) Date: April 30, 2003 By: /S/Judith L. Sovine ----------------------------------------- Judith L. Sovine Corporate Treasurer By: /S/Robert E. Kirkendall ----------------------------------------- Robert E. Kirkendall Senior Vice President and Chief Financial Officer 11 CERTIFICATIONS I, Jeffrey S. Gorman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of The Gorman-Rupp Company; 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; 12 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 weaknesses 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: April 30, 2003 /S/Jeffrey S. Gorman -------------------- Jeffrey S. Gorman President and Chief Executive Officer The Gorman-Rupp Company (Principal Executive Officer) 13 CERTIFICATIONS I, Robert E. Kirkendall, certify that: 1. I have reviewed this quarterly report on Form 10-Q of The Gorman-Rupp Company; 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; 14 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 weaknesses 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: April 30, 2003 /S/Robert E. Kirkendall ----------------------- Robert E. Kirkendall Senior Vice President and Chief Financial Officer The Gorman-Rupp Company 15 EX-99 3 l00386aexv99.txt EX-99 CERTIFICATION OF CEO AND CFO Exhibit 99 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Quarterly Report of The Gorman-Rupp Company on Form 10-Q for the quarter ended March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge: (1) The Report fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. Date: April 30, 2003 /S/Jeffrey S. Gorman -------------------- Jeffrey S. Gorman President and Chief Executive Officer (Principal Executive Officer) /S/Robert E. Kirkendall ----------------------- Robert E. Kirkendall Senior Vice President and Chief Financial Officer The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document. 16 -----END PRIVACY-ENHANCED MESSAGE-----