-----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, Vx4bfZ44C4QJHnSxYX7mDt0lmGz7ei7OFbL5AsIEbWfa/8TyjLrFrGqmtLv4LgCw phKjmEByQJyi9htale5bpw== 0000750339-96-000004.txt : 19960725 0000750339-96-000004.hdr.sgml : 19960725 ACCESSION NUMBER: 0000750339-96-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960724 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SAFETY RAZOR CO CENTRAL INDEX KEY: 0000750339 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 541050207 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-21952 FILM NUMBER: 96598328 BUSINESS ADDRESS: STREET 1: PO BOX 500 CITY: STAUNTON STATE: VA ZIP: 24402-0500 BUSINESS PHONE: 5042488000 MAIL ADDRESS: STREET 1: PO BOX 500 CITY: STAUNTON STATE: VA ZIP: 24402-0500 10-Q 1 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 Quarter Ended June 30, 1996 OR [ ] 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 0-21952 AMERICAN SAFETY RAZOR COMPANY (Exact name of registrant as specified in its charter) Delaware 54-1050207 ------------------------ ---------------------- (State of incorporation) ( I. R.S . Employer Identification Number) Razor Blade Lane, Verona, Virginia 24482 (540) 248-8000 ---------------------------------------- ----------------------------- (Address of principal executive offices, Registrant's Telephone Number including zip code) 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 the number of shares outstanding of each of the issuer's classes of common stock, as of July 19, 1996. Class Outstanding at July 19, 1996 ----- ---------------------------- Common Stock, $.01 Par Value 12,092,849 AMERICAN SAFETY RAZOR COMPANY Index Page Number Part I. Financial Information Item 1. Financial Statements Condensed Consolidated Balance Sheets June 30, 1996 and December 31, 1995 1 Condensed Consolidated Statements of Income Three and six months ended June 30, 1996 and June 30, 1995 3 Condensed Consolidated Statements of Cash Flows Six months ended June 30, 1996 and June 30, 1995 4 Notes to Condensed Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Part II. Other Information Item 1. Legal Proceedings 10 Item 6. Exhibits and Reports on Form 8-K 10 Signatures 11 AMERICAN SAFETY RAZOR COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
June 30, December 31, 1996 1995 -------- ------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 435 $ 2,147 Trade receivables, net 38,756 33,100 Inventories 46,036 38,577 Deferred income taxes 3,622 3,498 Prepaid expenses 1,526 1,363 -------- -------- Total current assets 90,375 78,685 Property and equipment, net 59,661 49,578 Intangible assets, net: Goodwill 71,307 70,475 Other 5,487 5,921 -------- -------- 76,794 76,396 Prepaid pension cost and other 3,615 3,604 -------- -------- Total assets $230,445 $208,263 -------- -------- -------- -------- See accompanying notes.
AMERICAN SAFETY RAZOR COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data)
June 30, December 31, 1996 1995 -------- ------------ (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 14,694 $ 10,956 Accrued expenses and other 19,648 17,926 Income taxes payable 541 713 Current maturities of long-term obligations 3,105 4,614 -------- -------- Total current liabilities 37,988 34,209 Long-term obligations 118,073 105,175 Retiree benefits and other 25,302 24,896 Deferred income taxes 13,087 13,085 Stockholders' equity: Common Stock, $.01 par value, 25,000,000 shares authorized; 12,092,849 shares issued and outstanding at June 30, 1996 (11,502,477 at December 31, 1995) 121 115 Class B Common Stock, $.01 par value, 590,372 shares issued and outstanding at December 31, 1995 - 6 Additional capital 65,756 65,756 Deficit (28,770) (33,887) -------- -------- Foreign currency translation (1,112) (1,092) --------- -------- 35,995 30,898 -------- -------- Total liabilities and stockholders' equity $230,445 $208,263 -------- -------- -------- -------- See accompanying notes.
AMERICAN SAFETY RAZOR COMPANY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands, except share data)
Three Months Ended Six Months Ended June 30, June 30, ------------------- --------------------- 1996 1995 1996 1995 ------- ------- -------- -------- Net sales $64,862 $58,102 $122,322 $109,388 Cost of sales 42,485 38,375 80,028 71,843 ------- ------- -------- -------- Gross profit 22,377 19,727 42,294 37,545 Selling, general and administrative expenses 13,964 12,550 26,695 24,149 Amortization of intangibles 604 603 1,206 1,151 Litigation settlement expenses - 947 - 947 ------- ------- -------- -------- Operating income 7,809 5,627 14,393 11,298 Interest expense 3,061 2,492 5,864 4,835 ------- ------- -------- -------- Income before income taxes 4,748 3,135 8,529 6,463 Income taxes 1,898 1,237 3,412 2,650 ------- ------- -------- -------- Net income $2,850 $1,898 $5,117 $3,813 ------- ------- -------- -------- ------- ------- -------- -------- Weighted average shares outstanding 12,093,000 12,093,000 12,093,000 12,093,000 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Earnings per share: Net income $.24 $.16 $.42 $.32 ---- ---- ---- ---- ---- ---- ---- ---- See accompanying notes.
AMERICAN SAFETY RAZOR COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands)
Six Months Ended June 30, ------------------ 1996 1995 ------- -------- Operating activities Net income $5,117 $3,813 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,100 4,301 Amortization of financing costs 401 502 Retiree benefits and other 375 509 Deferred income taxes (122) 1,374 Changes in operating assets and liabilities, net of effects of Bond and ACCO acquisitions: Trade receivables (2,065) (3,752) Inventories (1,677) (3,952) Prepaid expenses 172 (164) Accounts payable 1,123 1,061 Accrued and other expenses 1,119 (563) Income taxes payable (172) (174) ------ ------ Net cash provided by operating activities 9,371 2,955 Investing activities Capital expenditures (5,616) (4,950) Purchase of Bond and ACCO, respectively, net of cash acquired (16,628) (7,348) Other (101) (120) ------- ------- Net cash used in investing activities (22,345) (12,418) Financing activities Proceeds from borrowings 17,851 14,593 Repayment of debt (6,589) (5,147) ------- ------- Net cash provided from financing activities 11,262 9,446 ------- ------- Net decrease in cash and cash equivalents (1,712) (17) Cash and cash equivalents, beginning of period 2,147 678 ------- ------- Cash and cash equivalents, end of period $435 $661 ---- ---- ---- ---- See accompanying notes.
AMERICAN SAFETY RAZOR COMPANY Notes to Condensed Consolidated Financial Statements (unaudited) NOTE A - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they 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 only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 1996, are not necessarily indicative of the results that may be expected for the year ended December 31, 1996. For further information, refer to the consolidated financial statements and footnotes thereto included in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995. NOTE B - INVENTORIES Classifications of inventories are as follows:
June 30, December 31, 1996 1995 -------- ------------ (In thousands) Raw materials $17,873 $16,070 Work-in-process 6,104 5,053 Finished goods 21,125 17,274 Operating supplies 2,920 2,166 ------- ------- 48,022 40,563 Excess of current cost over LIFO inventory value 1,986 1,986 ------- ------- $46,036 $38,577 ------- ------- ------- -------
NOTE C - OTHER INFORMATION The Company's federal income tax returns for 1989, 1990 and 1991 have been examined by the IRS. In addition, the Company's federal income tax returns for 1992, 1993 and 1994 are presently under examination by the IRS. The Company acquired certain intangible assets at the time of acquisition of the Company and of Ardell for $29 million, and to date the Company has claimed federal income tax deductions of $29 million for the amortization of those assets. In connection with such acquisitions, the Company also incurred approximately $10 million of loan costs and certain other costs, and has expensed certain of those costs and claimed amortization deductions with respect to other such costs. During March 1995, the Company received a revenue agent's report proposing adjustments to the value of the intangible assets which value is substantially below the value assigned to such assets by the Company, resulting in the disallowance of substantially all of the Company's amortization deductions with respect to those assets. In addition, the IRS has proposed adjustments disallowing substantially all of the Company's deductions with respect to the loan costs and certain other costs described above. The Company disagrees with such proposed disallowances, and on May 15, 1995, the Company filed a protest with the IRS with respect to such proposed disallowances. The Company is vigorously contesting such proposed disallowances. The outcome cannot be predicted at this time, and the Company believes that the resolution of these issues could take several years. The Company will continue to evaluate the potential impact on its tax reserves for these issues. However, the Company believes that the ultimate outcome of the above matters will not have a materially adverse impact on the consolidated financial position or results of operations of the Company. On March 13, 1996, the Company's shares of Class B Common Stock outstanding of 590,372 were converted into an equal number of shares of Common Stock. Upon such conversion the Class B Common Stock ceased to be authorized. Stock options outstanding during the three months and six months ended June 30, 1996 and 1995 did not have a material dilutive effect on weighted average shares outstanding or earnings per share. NOTE D - ACQUISITION OF BOND - AMERICA ISRAEL BLADES, LTD. AND A.I. BLADES, INC. On March 29, 1996, the Company purchased certain assets of Bond - America Israel Blades, Ltd., and its wholly-owned U.S. subsidiary, A. I. Blades, Inc. (collectively "Bond") for net consideration of approximately $16.6 million including estimated acquisition related expenses. The agreement also provides for additional consideration of up to $4.0 million with payments over a four year period based on achieving a specified level of earnings during 1996, as defined. The acquisition was accounted for under the purchase method of accounting and was financed by additional borrowings of approximately $8.7 million under the Company's revolving credit facility, a short-term sellers' note of $4.0 million and internally generated funds. Bond is engaged in the manufacture and distribution of private-brand and value-brand shaving razors and blades. Its principal operations are located in Nazareth Illit, Israel where it leases approximately 79,000 square feet of manufacturing and warehouse facilities. Shortly after the acquisition, the Company began to consolidate the Carlstadt, New Jersey operations of Bond into its blade operations in Knoxville, Tennessee. Pro forma combined results of operations of the Company as if the Bond acquisition occurred on January 1, 1995 are not presented as the effects are not material. NOTE E - LONG TERM OBLIGATIONS On March 29, 1996, in connection with its acquisition of Bond, the Company borrowed $8.7 million under its revolving credit facility and $4.0 million in the form of a short-term sellers' note. On April 1, 1996, the Company borrowed an additional $4.0 million under its revolving credit facility and paid in full the short-term sellers' note. At June 30, 1996, the Company had utilized $14.0 million of its revolving credit facility and had approximately $36.0 million available for future borrowings under this facility. NOTE F - CONTINGENCIES During May 1994, American Medical Manufacturing, Inc. ("AMMI") sued the Company based on a group of claims involving the failure by the Company to fulfill an alleged nationwide distribution agreement relating to AMMI's products. The Company denied the existence of any such agreement. In January 1995, the Company won a motion for summary judgment on certain of the claims and filed an appeal to dismiss the remaining claims which was denied. The case was settled in June 1995 for $947,000 ($568,000 after taxes), including legal fees. These settlement expenses have been reflected in the Company's statement of income for the quarter ended June 30, 1995. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto included in this report and the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995. On March 29, 1996, the Company purchased certain assets of Bond - America Israel Blades, Ltd. and its wholly-owned U.S. subsidiary, A. I. Blades, Inc. (collectively "Bond"), a manufacturer of private-brand and value-brand shaving razors and blades. Sales by Bond since its acquisition of $3.5 million had an insignificant effect on net income. Three Months Ended June 30, 1996 Compared to Three Months Ended June 30, 1995 Net Sales. Net sales for the three months ended June 30, 1996 and 1995 were $64.9 million and $58.1 million, respectively, an increase of $6.8 million, or 11.6%. Sales by Bond contributed $3.5 million or 6.1% to the increase. Excluding Bond, net sales of the Company's shaving blades and razors for the three months ended June 30, 1996 totaled $24.9 million, a $0.9 million or 3.6% increase over net sales for the three months ended June 30, 1995 of $24.0 million. Net sales of international shaving products increased 18.1% reflecting stronger sales primarily in Europe, Asia and the Far East and net sales of domestic private-brand shaving products increased 9.5% primarily reflecting continued growth in sales of the Company's MBC trademark product and increased promotional support of products by customers. Net sales of domestic branded shaving products decreased 15.2% primarily resulting from timing differences in product promotions. Net sales of bladed hand tools and blades for the three months ended June 30, 1996 and 1995 were $10.5 million and $9.4 million, respectively, an increase of $1.1 million, or 11.3%. This increase primarily reflects an expanding customer base and increased product promotions. Net sales of industrial and specialty and medical blades for the three months ended June 30, 1996 and 1995 were $4.4 million and $4.1 million, respectively, an increase of $0.3 million, or 5.9%. Sales of industrial and specialty products increased 5.1% due primarily to new product introductions. Sales of medical products increased 7.2% due to new product introductions and an expanding customer base. Net sales of fiber and foot care products for the three months ended June 30, 1996 and 1995 were $13.4 million and $12.4 million, respectively, an increase of $1.0 million or 8.3%. The Company experienced sales growth across its product lines, particularly in cotton pads, swabs and tissues. Net sales of the Company's custom bar soap products for the three months ended June 30, 1996 and 1995 were unchanged at $8.2 million. Gross Profit. Gross profit increased $2.7 million to $22.4 million during the three months ended June 30, 1996 from $19.7 million for the three months ended June 30, 1995. As a percentage of net sales, gross profit was 34.5% for the three months ended June 30, 1996 and 34.0% for the three months ended June 30, 1995. Gross profit for the Company's razors and blades segment for the three months ended June 30, 1996 and 1995 was 41.2% and 41.9% of net sales, respectively. This decrease was primarily due to lower initial margins in the Bond operations and higher depreciation expense on capacity expansion projects somewhat offset by lower production costs resulting from increased output from the Company's Mexico operations. Fiber and foot care gross profit increased to 20.6% from 17.2% of net sales during the same period primarily reflecting lower material and shipping costs and reduced manufacturing costs resulting from the ongoing consolidation of manufacturing operations. Custom bar soap's gross profit decreased to 22.0% from 22.6% of net sales during the same period primarily reflecting costs associated with the discontinuance of a line of seasonal gift products and increased depreciation expense. Operating and Other Expenses. Selling, general and administrative expenses were substantially unchanged at 21.5% of net sales for the three months ended June 30, 1996 compared to 21.6% for the three months ended June 30, 1995. The litigation settlement expenses of $0.9 million, including legal fees for the three months ended June 30, 1995, relate to the AMMI case which was settled in June, 1995. (see Note F to the condensed consolidated financial statements.) Amortization of goodwill and other intangible assets was substantially unchanged at $0.6 million for the three months ended June 30, 1996 and 1995. Interest expense increased for the three months ended June 30, 1996 to $3.1 million from $2.5 million for the three months ended June 30, 1995 primarily reflecting the higher interest rate resulting from the Company's debt offering in August 1995, and from increased borrowings to finance the Bond acquisition. Six Months Ended June 30, 1996 Compared to Six Months Ended June 30, 1995 Net Sales. Net sales for the six months ended June 30, 1996 and 1995 were $122.3 million and $109.4 million, respectively, an increase of $12.9 million, or 11.8%. Sales by Bond contributed $3.5 million or 3.2% to the increase. Excluding Bond, net sales of the Company's shaving blades and razors for the six months ended June 30, 1996 totaled $47.9 million, a 3.0% increase over net sales for the six months ended June 30, 1995 of $46.5 million. Net sales of international shaving products increased 9.4% reflecting stronger sales primarily in Europe, Asia and Mexico and net sales of domestic private-brand shaving products increased 1.9% primarily benefiting from sales of the Company's MBC trademark product. Net sales of domestic branded shaving products decreased 3.6% primarily resulting from timing differences in product promotions. Net sales of bladed hand tools and blades for the six months ended June 30, 1996 and 1995 were $20.0 million and $19.2 million, respectively, an increase of $0.8 million, or 4.3%. This increase primarily reflects an expanding customer base and increased product promotions. Net sales of industrial and specialty and medical blades for the six months ended June 30, 1996 and 1995 were $8.3 million and $8.2 million, respectively, an increase of $0.1 million, or 1.9%. Sales of industrial and specialty products decreased 5.6% due primarily to inventory adjustments at major original equipment manufacturers and other user customers during the three months ended March 31, 1996, as compared to a strong shipment period for the same period in the prior year. Sales of industrial and specialty products rebounded for the three months ended June 30, 1996, increasing 5.1% from the three months ended June 30, 1995. Sales of medical products increased 13.8% due to new product introductions and an expanding customer base. Net sales of fiber and foot care products for the six months ended June 30, 1996 and 1995 were $27.1 million and $21.1 million, respectively, an increase of $6.0 million or 28.0%. On a fully comparable basis (including 1995 net sales of ACCO prior to its acquisition date of $3.1 million), net sales increased $2.9 million or 11.9%. The Company experienced sales growth across its product lines, particularly in cotton pads, swabs, insoles and tissues. Net sales of the Company's custom bar soap products for the six months ended June 30, 1996 and 1995 were $15.4 million and $14.4 million, respectively, an increase of $1.0 million or 7.4%. This increase primarily reflects the strong growth in sales of the Company's pharmaceutical/skin care products. Gross Profit. Gross profit increased $4.8 million to $42.3 million during the six months ended June 30, 1996 from $37.5 million for the six months ended June 30, 1995. As a percentage of net sales, gross profit was 34.6% for the six months ended June 30, 1996 and 34.3% for the six months ended June 30, 1995. Gross profit for the Company's razors and blades segment for the six months ended June 30, 1996 and 1995 was 42.4% and 41.6% of net sales, respectively. This increase was primarily due to lower production costs resulting from increased output from the Company's Mexico operations and lower shipping costs somewhat offset by lower initial margins in the Bond operations and higher depreciation expense on capacity expansion projects. Fiber and foot care gross profit increased to 19.5% from 18.0% of net sales during the same period primarily reflecting lower shipping costs and reduced production costs resulting from the ongoing consolidation of manufacturing operations. Custom bar soap's gross profit was unchanged at 20.7% of net sales during the same period. Operating and Other Expenses. Selling, general and administrative expenses were 21.8% of net sales for the six months ended June 30, 1996 compared to 22.1% for the six months ended June 30, 1995. This 0.3% of net sales decrease primarily reflects the lower level of selling, general and administrative costs needed to support the Company's fiber and foot care operations. Amortization of goodwill and other intangible assets was substantially unchanged at $1.2 million for the six months ended June 30, 1996 and 1995. Interest expense increased for the six months ended June 30, 1996 to $5.9 million from $4.8 million for the six months ended June 30, 1995 primarily reflecting the higher interest rate resulting from the Company's debt offering in August 1995, and from increased borrowings to finance the ACCO and Bond acquisitions. Liquidity and Capital Resources The Company's principal sources of funds are cash generated from operating activities and borrowings under its revolving credit facility. Net cash provided by operating activities amounted to $9.4 million and $3.0 million for the six months ended June 30, 1996 and 1995, respectively. The increase of $6.4 million in net cash provided by operating activities for the six month period ending June 30, 1996 as compared to the six month period ended June 30, 1995 was due primarily to increased earnings and the net effects of differences in the changes in the components of working capital primarily trade receivables, inventories and accrued and other expenses. On March 29, 1996, in connection with its acquisition of Bond, the Company borrowed $8.7 million under its revolving credit facility and $4.0 million in the form of a short-term sellers' note. On April 1, 1996, the Company borrowed an additional $4.0 million under its revolving credit facility and paid in full the short-term sellers' note. At June 30, 1996, the Company had utilized $14.0 million of its revolving credit facility and had approximately $36.0 million available for future borrowings under this facility. Management believes that the Company's cash on hand, anticipated funds from operations, and the amounts available to the Company under its revolving credit facility will be sufficient to cover its working capital, capital expenditures, debt service requirements and tax obligations as well as support the Company's growth-oriented strategy for its existing business for at least the next 12 months. The Company anticipates that funding of any additional acquisitions will require additional borrowings under its revolving credit facility. The Company intends to maintain and further strengthen its financial condition and, in connection therewith, may from time to time consider other possible transactions, including other capital market transactions or disposition of businesses that no longer meet its strategic objectives. The Company has no present plans in this regard. Contingencies During May 1994, American Medical Manufacturing, Inc. ("AMMI") sued the Company based on a group of claims involving the failure by the Company to fulfill an alleged nationwide distribution agreement relating to AMMI's products. The Company denied the existence of any such agreement. In January 1995, the Company won a motion for summary judgment on certain of the claims and filed an appeal to dismiss the remaining claims which was denied. The case was settled in June 1995 for $947,000 ($568,000 after taxes), including legal fees. These settlement expenses have been reflected in the Company's statement of income for the quarter ended June 30, 1995. PART II, OTHER INFORMATION Item 1. Legal Proceedings Refer to Note F - Contingencies to Notes to Condensed Consolidated Financial Statements under Part I. Item 1. of this Report and to Contingencies in Management's Discussion and Analysis of Financial Condition and Results of Operations under Part I. Item 2. of this Report. Item 6. Exhibits and Reports on Form 8-K a. Exhibits: None b. Reports on Form 8-K: No reports on Form 8-K have been filed during the quarter ended June 30, 1996. 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. AMERICAN SAFETY RAZOR COMPANY July 24, 1996 By /s/William C. Weathersby ------------- --------------------------- Date William C. Weathersby President July 24, 1996 By /s/Thomas G. Kasvin ------------- --------------------------- Date Thomas G. Kasvin Vice President, Finance Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----