-----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, WUtx5qj9qSvHX0ox9lZ3VRRK3oUWaIXqggBG4hSliw2Z7q9TKPrwqnsVP47V0Zsm z8PrcVw176BMOXrqchKNzg== 0001275287-05-002920.txt : 20050801 0001275287-05-002920.hdr.sgml : 20050801 20050801170445 ACCESSION NUMBER: 0001275287-05-002920 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050801 DATE AS OF CHANGE: 20050801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMCOL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000813621 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 360724340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-14447 FILM NUMBER: 05989079 BUSINESS ADDRESS: STREET 1: 1500 W SHURE DR CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 BUSINESS PHONE: 8473948730 MAIL ADDRESS: STREET 1: 1500 W SHURE DR CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN COLLOID CO DATE OF NAME CHANGE: 19920703 10-Q 1 ai3247.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2005 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 0-15661 AMCOL INTERNATIONAL CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 36-0724340 --------------------------------- --------------------------------- (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 1500 West Shure Drive, Suite 500, Arlington Heights, Illinois 60004-7803 - ------------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (847) 394-8730 ---------------------------------------------------- (Registrant's telephone number, including area 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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12(b)-2 of the Exchange Act). Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at July 21, 2005 ------------------------------ ---------------------------- (Common stock, $.01 par value) 29,716,753 Shares ================================================================================ AMCOL INTERNATIONAL CORPORATION INDEX
Page No. -------- Part I - Financial Information - -------------------------------------------------------------------------------- Item 1 Financial Statements Condensed Consolidated Balance Sheets - June 30, 2005 and December 31, 2004 3 Condensed Consolidated Statements of Operations - three and six months ended June 30, 2005 and 2004 5 Condensed Consolidated Statements of Comprehensive Income - three and six months ended June 30, 2005 and 2004 6 Condensed Consolidated Statements of Cash Flows - three and six months ended June 30, 2005 and 2004 7 Notes to Condensed Consolidated Financial Statements 8 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3 Quantitative and Qualitative Disclosures About Market Risk 30 Item 4 Controls and Procedures 30 Part II - Other Information - -------------------------------------------------------------------------------- Item 2e Company Repurchases of Company Stock 31 Item 6 Exhibits and Reports on Form 8-K 31
2 AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
JUNE 30, DECEMBER 31, 2005 2004 ASSETS (unaudited) * - ------------------------------------------------------------ ------------ ------------ Current assets: Cash $ 14,438 $ 17,594 Accounts receivable, net 100,039 88,342 Inventories 67,073 63,882 Prepaid expenses 8,701 7,111 Income taxes receivable 12,447 9,126 Current deferred tax assets 4,366 4,293 Assets held for sale 381 752 ------------ ------------ Total current assets 207,445 191,100 ------------ ------------ Investment in and advances to joint ventures 18,302 15,023 ------------ ------------ Property, plant, equipment, and mineral rights and reserves: Land and mineral rights 12,539 12,019 Depreciable assets 241,651 247,280 ------------ ------------ 254,190 259,299 Less: accumulated depreciation 161,174 165,658 ------------ ------------ 93,016 93,641 ------------ ------------ Other assets: Goodwill 18,498 19,225 Intangible assets, net 3,249 3,802 Deferred tax assets 5,285 6,444 Other assets 9,008 7,207 ------------ ------------ 36,040 36,678 ------------ ------------ $ 354,803 $ 336,442 ============ ============
Continued... 3 AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
JUNE 30, DECEMBER 31, 2005 2004 LIABILITIES AND STOCKHOLDERS' EQUITY (unaudited) * - ------------------------------------------------------------ ------------ ------------ Current liabilities: Accounts payable 25,653 25,474 Accrued liabilities 29,519 36,207 ------------ ------------ Total current liabilities 55,172 61,681 ------------ ------------ Long-term debt 44,550 34,295 ------------ ------------ Minority interests in subsidiaries 131 5 Deferred compensation 6,371 5,872 Other liabilities 12,477 12,655 ------------ ------------ 18,979 18,532 ------------ ------------ Stockholders' equity: Common stock 320 320 Additional paid in capital 71,285 69,763 Retained earnings 170,267 154,366 Accumulated other comprehensive income 9,754 14,905 ------------ ------------ 251,626 239,354 Less: Treasury stock 15,524 17,420 ------------ ------------ 236,102 221,934 ------------ ------------ $ 354,803 $ 336,442 ============ ============
*Condensed from audited financial statements. The accompanying notes are an integral part of these condensed consolidated financial statements. 4 AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except share and per share amounts)
SIX MONTHS ENDED THREE MONTHS ENDED JUNE 30, JUNE 30, ---------------------------- ---------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ CONTINUING OPERATIONS Net sales $ 258,394 $ 223,924 $ 136,344 $ 119,770 Cost of sales 192,146 165,511 99,776 88,080 ------------ ------------ ------------ ------------ Gross profit 66,248 58,413 36,568 31,690 General, selling and administrative expenses 44,552 40,017 23,107 20,534 ------------ ------------ ------------ ------------ Operating profit 21,696 18,396 13,461 11,156 ------------ ------------ ------------ ------------ Other income (expense): Interest expense, net (805) (390) (444) (311) Other, net (991) 27 (886) (16) ------------ ------------ ------------ ------------ (1,796) (363) (1,330) (327) ------------ ------------ ------------ ------------ Income before income taxes and equity in income of joint ventures 19,900 18,033 12,131 10,829 Income tax expense 4,457 5,679 2,973 3,410 ------------ ------------ ------------ ------------ Income before equity in income of joint ventures 15,443 12,354 9,158 7,419 Income from joint ventures 1,027 469 360 321 ------------ ------------ ------------ ------------ Income from continuing operations 16,470 12,823 9,518 7,740 DISCONTINUED OPERATIONS Gain on 2000 disposal (including income tax benefits of $5,255 in 2005) 4,755 - 4,755 - ------------ ------------ ------------ ------------ Income from discontinued operations 4,755 - 4,755 - ------------ ------------ ------------ ------------ Net income $ 21,225 $ 12,823 $ 14,273 $ 7,740 ============ ============ ============ ============ Weighted average common shares outstanding 29,407,401 29,091,621 29,480,365 29,090,587 ============ ============ ============ ============ Weighted average common and common equivalent shares outstanding 30,772,428 30,859,545 30,773,198 30,835,691 ============ ============ ============ ============ Basic earnings per share: Continuing operations $ 0.56 $ 0.44 $ 0.32 $ 0.27 ------------ ------------ ------------ ------------ Discontinued operations: Gain on disposal 0.16 - 0.16 - ------------ ------------ ------------ ------------ 0.16 - 0.16 - ------------ ------------ ------------ ------------ Net income $ 0.72 $ 0.44 $ 0.48 $ 0.27 ============ ============ ============ ============ Diluted earnings per share: Continuing operations $ 0.54 $ 0.42 $ 0.31 $ 0.25 ------------ ------------ ------------ ------------ Discontinued operations: Gain on disposal 0.15 - 0.15 - ------------ ------------ ------------ ------------ 0.15 - 0.15 - ------------ ------------ ------------ ------------ Net income $ 0.69 $ 0.42 $ 0.46 $ 0.25 ============ ============ ============ ============ Dividends declared per share $ 0.18 $ 0.14 $ 0.09 $ 0.07 ============ ============ ============ ============
The accompanying notes are an integral part of these condensed consolidated financial statements. 5 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (In thousands)
SIX MONTHS ENDED THREE MONTHS ENDED JUNE 30, JUNE 30, ---------------------------- ---------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Net income $ 21,225 $ 12,823 $ 14,273 $ 7,740 Income (loss) recognized relating to: Minimum pension liability 169 (410) 55 (410) Foreign currency translation (5,320) (204) (3,822) (1,545) ------------ ------------ ------------ ------------ Total other comprehensive income $ 16,074 $ 12,209 $ 10,506 $ 5,785 ============ ============ ============ ============
The accompanying notes are an integral part of these condensed consolidated financial statements. 6 AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
SIX MONTHS ENDED JUNE 30, ---------------------------- 2005 2004 ------------ ------------ Cash flow from operating activities: Income from continuing operations $ 16,470 $ 12,823 Adjustments to reconcile income from continuing operations to net cash provided by (used in) operating activities: Depreciation, depletion, and amortization 9,828 9,586 Changes in assets and liabilities, net of effects of acquisitions: Increase in current assets (13,703) (29,193) Increase in noncurrent assets (759) (1,511) Increase (decrease) in current liabilities (4,962) 8,371 Increase (decrease) in noncurrent liabilities 321 1,135 Other (157) 1,515 ------------ ------------ Net cash provided by (used in) operating activities 7,038 2,726 ------------ ------------ Net cash provided by discontinued operations - 8,625 ------------ ------------ Cash flow from investing activities: Acquisition of land, mineral rights, and depreciable assets (11,733) (7,446) Acquisitions, net of cash (1,632) (13,335) Other 75 1,441 ------------ ------------ Net cash provided by (used in) investing activities (13,290) (19,340) ------------ ------------ Cash flow from financing activities: Net change in outstanding debt 10,255 17,651 Proceeds from sales of treasury stock 944 746 Purchases of treasury stock - (2,879) Dividends paid (5,324) (4,091) ------------ ------------ Net cash provided by (used in) financing activities 5,875 11,427 ------------ ------------ Effect of foreign currency rate changes on cash (2,779) (970) ------------ ------------ Net increase (decrease) in cash and cash equivalents (3,156) 2,468 ------------ ------------ Cash and cash equivalents at beginning of period 17,594 13,525 ------------ ------------ Cash and cash equivalents at end of period $ 14,438 $ 15,993 ============ ============ Supplemental disclosures of cash flow information: Cash paid for: Interest $ 775 $ 186 ============ ============ Income taxes $ 2,648 $ 3,022 ============ ============
The accompanying notes are an integral part of these condensed consolidated financial statements. 7 AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands, except share and per share amounts) NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES COMPANY OPERATIONS AMCOL International Corporation (the Company) operates in two principal segments: minerals and environmental. The Company also operates a transportation business which includes delivery of its own products. Intersegment revenues are eliminated in the corporate segment. For the interim periods ended June 30, 2005 and 2004, the composition of the Company's revenues by segment is as follows:
SIX MONTHS ENDED THREE MONTHS ENDED JUNE 30, JUNE 30, ---------------------------- ---------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Revenue generating segment: Minerals 57% 59% 55% 56% Environmental 37% 36% 39% 39% Transportation 9% 9% 9% 8% Corporate - elimination of intersegment revenues -3% -4% -3% -3% ------------ ------------ ------------ ------------ Total 100% 100% 100% 100% ============ ============ ============ ============
Further descriptions of the Company's products, its principal markets and the relative significance of its operations are included in Note 5, "Business Segment Information." BASIS OF PRESENTATION The financial information included herein has been prepared by management and, other than the condensed consolidated balance sheet as of December 31, 2004, is unaudited. The condensed consolidated balance sheet as of December 31, 2004 has been derived from, but does not include all of the disclosures contained in, the audited consolidated financial statements for the year ended December 31, 2004. The information furnished herein includes all adjustments that are, in the opinion of management, necessary for a fair statement of the results of operations and cash flows for the interim periods ended June 30, 2005 and 2004, and the financial position of the Company as of June 30, 2005, and all such adjustments are of a normal recurring nature. Management recommends that the accompanying condensed consolidated financial information be read in conjunction with the consolidated financial statements and related notes included in the Company's 2004 Annual Report on Form 10-K, as amended. The 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 of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. 8 AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands, except share and per share amounts) The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. RECLASSIFICATIONS Certain items in the condensed consolidated financial statements contained herein and notes thereto have been reclassified to conform with the consolidated financial statement presentation followed by the Company when it prepared the consolidated financial statements included in its annual report on Form 10-K, as amended, for the year ended December 31, 2004; these reclassifications relate to commissions earned by independent sales representatives and amortization of certain intangible assets. In addition beginning in the quarter ended March 31, 2005 and for all periods thereafter, the Company began reporting certain expenses related to product liability, warranty and royalty expenses in general, selling, and administrative expenses rather than as deductions within net sales. For the 2004 periods reported herein, these deductions have been reclassified to conform to the current year financial statement presentation. This change in financial statement presentation did not impact reported net income or earnings per share. NEW ACCOUNTING STANDARDS In 2003, the Company adopted FASB Statement No. 143, Accounting for Asset Retirement Obligations, which addresses financial accounting and reporting for legal obligations associated with the retirement of tangible long-lived assets and the related asset retirement costs. In March 2005, the FASB issued FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143 ("FIN 47"). FIN 47 clarifies both the definition of the term "conditional asset retirement obligation" as that term is used in FASB Statement No. 143 and when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. The Company's adoption of FIN 47 in March 2005 did not have a material impact on the Company's condensed consolidated financial statements. In May 2005, the FASB issued Statement No. 154 ("SFAS 154"), "Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3." SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of changing to the new accounting principle. SFAS 154 also requires that a change in method of depreciating, amortizing or depleting a long-lived nonfinancial asset be accounted for prospectively as a change in estimate, and correction of errors in previously issued financial statements should be termed a restatement. SFAS 154 is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005; as such, the Company's adoption of this standard in fiscal 2006 is not expected to have a material impact on the Company's consolidated financial statements. 9 AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands, except share and per share amounts) (Continued) As discussed in the Company's 2004 Annual Report on Form 10-K, as amended, the FASB amended FAS 123 ("SFAS 123(R)") in December 2004, and the guidance contained therein was to become effective for the first interim or annual reporting period beginning after June 15, 2005. In April 2005, the Securities and Exchange Commission delayed mandatory compliance with this standard starting with the first interim or annual reporting period of the first fiscal year that begins after December 15, 2005. Since the Company's next fiscal year will begin January 1, 2006, the Company intends to adopt SFAS 123 (R) in the first quarter of 2006. In June 2005, the FASB's Emerging Issues Task Force reached a consensus on Issue No. 05-6, "Determining the Amortization Period for Leasehold Improvements" ("EITF 05-6"). The guidance requires that leasehold improvements acquired in a business combination or purchased subsequent to the inception of a lease be amortized over the lesser of the useful life of the assets or a term that includes renewals that are reasonably assured at the date of the business combination or purchase. The guidance is effective for periods beginning after June 29, 2005; the Company does not believe its adoption of EITF 05-6 in the third quarter of 2005 will have a material effect on its consolidated financial statements. NOTE 2: INVENTORIES Inventories at June 30, 2005 have been valued using the same methods as at December 31, 2004. The composition of inventories at June 30, 2005 and December 31, 2004 was as follows:
JUNE 30, DECEMBER 31, 2005 2004 ------------ ------------ Advance mining $ 2,692 $ 2,277 Crude stockpile inventories 22,440 25,159 In-process inventories 23,271 18,123 Other raw material, container, and supplies inventories 18,670 18,323 ------------ ------------ $ 67,073 $ 63,882 ============ ============
10 AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands, except share and per share amounts) (Continued) NOTE 3: LAND RECLAMATION The Company mines various minerals using a surface mining process that requires the removal of overburden. Under various governmental regulations, the Company is obligated to restore the land comprising each mining site to its original condition at the completion of mining activity. The obligation is adjusted to reflect the passage of time and changes in estimated future cash outflows. A reconciliation of the three and six month activity within the Company's reclamation obligation for the period ended June 30, 2005 is as follows: SIX MONTHS THREE MONTHS ENDED ENDED JUNE 30, JUNE 30, 2005 2005 ------------ ------------ Balance at beginning of period $ 4,850 $ 4,825 Settlement of obligations (785) (215) Liabilities incurred and accretion expense 770 225 ------------ ------------ Balance at end of period $ 4,835 $ 4,835 ============ ============ NOTE 4: EARNINGS PER SHARE Basic earnings per share was computed by dividing net income by the weighted average number of common shares outstanding during each period. Diluted earnings per share was computed by dividing net income by the weighted average common shares outstanding after consideration of the dilutive effect of stock options outstanding during each period.
SIX MONTHS ENDED THREE MONTHS ENDED JUNE 30, JUNE 30, --------------------------- --------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Weighted average of common shares outstanding 29,407,401 29,091,621 29,480,365 29,090,587 Dilutive impact of stock options 1,365,027 1,767,924 1,292,833 1,745,104 ------------ ------------ ------------ ------------ Weighted average of common and common equivalent shares for the period 30,772,428 30,859,545 30,773,198 30,835,691 ============ ============ ============ ============ Common shares outstanding 29,707,649 29,203,355 29,707,649 29,203,355 ============ ============ ============ ============ Weighted average anti-dilutive shares excluded from the computation of diluted earnings per share 195,933 - 293,900 - ============ ============ ============ ============
11 AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands, except share and per share amounts) (Continued) NOTE 5: BUSINESS SEGMENT INFORMATION The Company operates in two major industry segments: minerals and environmental. The Company also operates a transportation business. The minerals segment mines, processes and distributes clays and products with similar applications to various industrial and consumer markets. The environmental segment processes and distributes clays and products with similar applications for use as a moisture barrier in commercial construction, landfill liners and in a variety of other industrial and commercial applications. The transportation segment includes a long-haul trucking business and a freight brokerage business, which provide services both to the Company's plants and outside customers. The Company identifies segments based on management responsibility and the nature of the business activities of each component of the Company. Intersegment sales are insignificant, other than intersegment shipping, which is disclosed in the following table. The Company measures segment performance based on operating profit. Operating profit is defined as sales less cost of sales and general, selling and administrative expenses related to a segment's operations. The costs deducted to arrive at operating profit do not include interest or income taxes. Segment assets are those assets used in the Company's operations in that segment. Corporate assets include cash and cash equivalents, corporate leasehold improvements, the nanocomposite plant investment and other miscellaneous equipment. 12 AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands, except share and per share amounts) (Continued) The following summaries set forth certain financial information by business segment for the six and three months ended June 30, 2005 and 2004 and as of June 30, 2005 and December 31, 2004.
SIX MONTHS ENDED THREE MONTHS ENDED JUNE 30, JUNE 30, --------------------------- --------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Business Segment: Revenues: Minerals $ 148,325 $ 131,047 $ 74,877 $ 66,710 Environmental 96,138 80,871 53,834 47,199 Transportation 23,580 19,390 12,595 10,058 Intersegment shipping (9,649) (7,384) (4,962) (4,197) ------------ ------------ ------------ ------------ Total $ 258,394 $ 223,924 $ 136,344 $ 119,770 ============ ============ ============ ============ Operating profit (loss): Minerals $ 18,460 $ 15,688 $ 10,665 $ 8,253 Environmental 12,644 9,255 7,507 6,176 Transportation 1,293 837 720 451 Corporate (10,701) (7,384) (5,431) (3,724) ------------ ------------ ------------ ------------ Total $ 21,696 $ 18,396 $ 13,461 $ 11,156 ============ ============ ============ ============ JUNE 30, DEC. 31, 2005 2004 ============ ============ Assets: Minerals $ 176,800 $ 172,972 Environmental 134,778 128,154 Transportation 2,450 3,122 Corporate 40,775 32,194 ------------ ------------ Total $ 354,803 $ 336,442 ============ ============ Goodwill: Minerals $ 5,638 $ 5,773 Environmental 12,860 13,452 ------------ ------------ Total $ 18,498 $ 19,225 ============ ============
NOTE 6: STOCK OPTION PLANS Prior to 2003, the Company accounted for its fixed plan stock options under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost was reflected in net income prior to 2003, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. Effective January 1, 2003, the Company adopted the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, and has elected to apply those provisions prospectively, in accordance with SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure, an Amendment of FASB Statement No. 123,, to all employee awards granted, modified, or settled after January 1, 2003. Beginning in 2003, awards under the Company's plans vest over three years. Therefore, the cost related to stock-based employee compensation included in the determination of net income for 2004 and 2005 is less than that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of Statement No. 123. 13 AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands, except share and per share amounts) (Continued) Results for prior years have not been adjusted to reflect the use of the fair value based method of accounting for employee awards. The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested awards in each period:
SIX MONTHS ENDED THREE MONTHS ENDED JUNE 30, JUNE 30, --------------------------- --------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Net income, as reported $ 21,225 $ 12,823 $ 14,273 $ 7,740 Add: Stock-based employee compensation expense included in reported net income, net of related tax effects 735 635 367 303 Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects (806) (784) (403) (378) ------------ ------------ ------------ ------------ Pro forma net income $ 21,154 $ 12,674 $ 14,237 $ 7,665 ============ ============ ============ ============ Earnings per share: Basic - as reported $ 0.72 $ 0.44 $ 0.48 $ 0.27 Basic - pro forma $ 0.72 $ 0.44 $ 0.48 $ 0.26 Diluted - as reported $ 0.69 $ 0.42 $ 0.46 $ 0.25 Diluted - pro forma $ 0.69 $ 0.41 $ 0.46 $ 0.25
NOTE 7: COMPONENTS OF PENSION AND OTHER RETIREMENT BENEFIT COST
SIX MONTHS ENDED THREE MONTHS ENDED JUNE 30, JUNE 30, --------------------------- --------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Service cost $ 925 $ 724 $ 463 $ 362 Interest cost 987 914 493 457 Expected return on plan assets (1,136) (968) (568) (484) Amortization of transition (asset) / obligation (44) (68) (22) (34) Amortization of prior service cost 15 14 8 7 Amortization of net (gain) loss - - - - ------------ ------------ ------------ ------------ Net periodic benefit cost $ 747 $ 616 $ 374 $ 308 ============ ============ ============ ============
EMPLOYER CONTRIBUTIONS The Company previously disclosed in its financial statements for the year ended December 31, 2004, that it expected to contribute $862 to its pension plan in 2005. That full contribution was made in the first quarter of 2005. 14 AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands, except share and per share amounts) (Continued) NOTE 8: TAXES In October 2004, the American Jobs Creation Act (the "Act") was enacted which allowed for a temporary 85% dividends received deduction on certain foreign earnings repatriated into the U.S. The portion of the dividend that qualifies for the 85% deduction is that amount which exceeds an average of past years' foreign dividends. Additionally, certain criteria must be met when the funds are repatriated and may ultimately qualify for an effective tax rate as low as 5.25%. The Company is in process of evaluating whether it will repatriate foreign earnings under the Act. The range of amounts that are reasonably under consideration for repatriation are from $0 to $30.7 million. The Company will evaluate the merits of repatriating foreign earnings in 2005 and report the tax impact, if any, of an envisioned repatriation upon the finalization of a repatriation plan. The Company has not recognized any income tax effect relating to the Act as we are currently not in a position to reasonably estimate the tax impact of any repatriation. In the six month period ending June 30, 2005, the Company decreased its provision for taxes owed by $845 largely as a result of changes in estimates related to both its UK and domestic tax returns for 2004 and the effective tax rate used to calculate deferred taxes. NOTE 9: ACQUISITIONS The Company did not make any acquisitions in the first six months of 2005. As of December 31, 2004, the Company provided for $1,632 of payments to be made to former owners of acquired businesses because the operating performance of the acquired businesses met profit targets included in earn-out provisions of the related purchase agreements. Those amounts were paid in the first quarter of 2005. Note 10: DISCONTINUED OPERATIONS In 2004, the Company filed an amended tax return seeking a refund of state taxes paid on the sale of the Company's absorbent polymers segment that occurred in 2000. No amounts for this refund was reflected in the Company's financial statements prior to the quarter ended June 30, 2005. In June 2005, the Company successfully settled its claim with the state for $7.8 million and recorded a net income tax receivable of $5,255, accrued professional fees of $500 and a gain on the sale of discontinued operations of $4,755. The Company received payment from the state in July 2005, and the receipt of this payment is not reflected in the financial results contained herein. 15 AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands, except share and per share amounts) (Continued) NOTE 11: GAIN ON ASSETS HELD FOR SALE In April 2005, the Company's environmental segment sold one of its manufacturing facilities for $808 of cash proceeds, resulting in a pre-tax gain of $627 on the sale of assets that was recorded within general, selling and administrative expenses in the six and three months ended June 30, 2005. 16 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS From time to time, certain statements we make, including statements in this Management's Discussion and Analysis of Financial Condition and Results of Operation section, constitute "forward-looking statements" made in reliance upon the safe harbor contained in Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include statements relating to our Company or our operations that are preceded by terms such as "expects," "believes," "anticipates," "intends" and similar expressions, and statements relating to anticipated growth and levels of capital expenditures. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Our actual results, performance or achievements could differ materially from the results, performance or achievements expressed in, or implied by, these forward-looking statements as a result of various factors, including without limitation the following: actual performance in our various markets; conditions in the metalcasting and construction industries; operating costs; competition; currency exchange rates and devaluations; delays in development, production and marketing of new products; and other factors set forth from time to time in our reports filed with the Securities and Exchange Commission. CRITICAL ACCOUNTING POLICIES AND ESTIMATES The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States. We evaluate the accounting policies and estimates used to prepare the financial statements on an ongoing basis. We consider the accounting policies used in preparing our financial statements to be critical accounting policies when they are both important to the portrayal of our financial condition and results of operation, and require us to make estimates, complex judgments and assumptions, including with respect to events which are inherently uncertain. As a result, actual results could differ from these estimates. For more information on our critical accounting policies, one should also read our Annual Report on Form 10-K, as amended, for the year ended December 31, 2004. ANALYSIS OF RESULTS OF OPERATIONS Following is a discussion and analysis that describes certain factors that have affected, and may continue to affect, our financial position and operating results. This discussion should be read with the accompanying condensed consolidated financial statements. In addition, as discussed in Note 1 of the Notes to Condensed Consolidated Financial Statements in Item 1, the Company has reclassified certain financial data as of and for the three and six month period ended June 30, 2005. The following discussion and analysis of results of operations and financial condition are based upon such reclassified financial data. 17 THREE MONTHS ENDED JUNE 30, 2005 VS. JUNE 30, 2004: RESULTS OF OPERATIONS (in millions): NET SALES: 2005 2004 % Change ---------- ---------- ---------- $ 136.3 $ 119.8 14% Favorable foreign currency changes accounted for approximately 8% of the $16.6 million increase in net sales over the 2004 period. On an operating segment basis, minerals accounted for approximately 49% of the increase in net sales while environmental contributed approximately 40% of the growth. Our transportation segment, including the elimination of intersegment revenues, accounted for approximately 11% of the sales growth over the second quarter of 2004. GROSS PROFIT: 2005 2004 % Change ---------- ---------- ---------- $ 36.6 $ 31.7 15% Margin 26.8% 26.5% N/A Gross profit increased in the second quarter of 2005 in conjunction with the increase in net sales. The minerals segment accounted for the majority of the 30 basis point improvement in gross margin. This segment benefited from a law, passed by the State of Montana in April, 2005, that exempted bentonite and other minerals mined in the state in 2004 from severance tax. Consequently, we recorded an adjustment of $1.9 million to our severance tax accruals and a corresponding reduction in cost of goods sold. After factoring out this adjustment, gross margin would have been 25.5% Environmental segment margins declined over the prior-year period primarily due to higher purchased raw material costs and greater unabsorbed manufacturing costs associated with prolonged production downtime at its Fairmount, GA site. Transportation segment gross margins improved due to increased pricing and traffic levels. GENERAL, SELLING & ADMINISTRATION EXPENSES: 2005 2004 % Change ---------- ---------- ---------- $ 23.1 $ 20.5 13% Greater corporate segment expenses accounted for approximately 72% of the increase over the second quarter of 2004. Within the corporate segment, professional fees associated with the audit of the consolidated financial statements and report on internal controls over financial reporting for 2004 represented $1 million of the increase. We do not expect these levels of costs to recur in the future. Greater operating expenses within the minerals segment, primarily associated with international sales and marketing expenses, accounted for 23% of the increase. Within the environmental segment, administrative expenses were reduced by approximately $0.6 million from the gain on the sale of the Villa Rica production facility. Research and development expenses were approximately $1.9 million in the second quarter of 2005 compared with $1.4 million in the prior-year period. OPERATING PROFIT: 2005 2004 % Change ---------- ---------- ---------- $ 13.5 $ 11.2 21% Margin 9.9% 9.3% N/A 18 Organic gross profit growth contributed a majority of the increase in operating profit. The effect of the severance tax benefit offset by the higher professional fees contributed approximately 37% of the increase over the 2004 period. Foreign currency exchange rates did not account for a significant portion of the growth. The 60 basis point operating margin increase is attributable to the increase in gross margin described above. INTEREST EXPENSE, NET: 2005 2004 % Change ---------- ---------- ---------- $ 0.4 $ 0.3 33% Interest expense in the second quarter of 2005 increased primarily due to higher average long-term debt compared with the prior year period. The increase in long-term debt was attributed to an increase in working capital funding. OTHER EXPENSE, NET 2005 2004 % Change ---------- ---------- ---------- $ 0.9 $ - N/A The current quarter was negatively impacted by approximately $0.9 million due to the recognition of foreign exchange losses. Our foreign subsidiaries recorded an increase in their U.S. dollar-based intercompany debts with a corresponding charge to Other expense upon revaluation of those debts. INCOME TAXES: 2005 2004 % Change ---------- ---------- ---------- $ 3.0 $ 3.4 (12)% Effective tax rate 24.5% 31.5% N/A The effective tax rate was favorably impacted by a greater portion of earnings generated in foreign countries in the second quarter of 2005, which usually have lower statutory income tax rates than the U.S. Additionally, we estimated higher depletion deductions in comparison with the 2004 period. INCOME FROM JOINT VENTURES AND MINORITY INTERESTS: 2005 2004 % Change ---------- ---------- ---------- $ 0.4 $ 0.3 33% The current year period included the earnings from a 50% interest in a Japanese joint venture company. We increased our ownership in the entity from 19% in August 2004, which allowed us to account for the earnings from the investment under the equity method instead of recording income when dividends were received as required under the cost method of accounting. INCOME FROM CONTINUING OPERATIONS 2005 2004 % Change ---------- ---------- ---------- $ 9.5 $ 7.7 23% Margin 7.0% 6.5% N/A Net margin in the 2005 period increased primarily due to the increase in operating margin, the lower effective tax rate and the improvement in income from joint ventures and minority interests. 19 DISCONTINUED OPERATIONS: 2005 2004 % Change ---------- ---------- ---------- $ 4.8 $ - N/A In September 2004, we filed an amended income tax return in the State of Mississippi requesting a refund of approximately $12.5 million of taxes paid relating to the gain on the sale of the absorbent polymer segment. The sale of the segment was originally reported as a discontinued operation in the second quarter of 2000. With the assistance of a professional accounting firm, we concluded that a gain on the sale of a business under these circumstances was not taxable in Mississippi according to its laws. After negotiations and hearings with officials, the Board of Review of the Mississippi State Tax Commission accepted our settlement offer of $7.8 million in June 2005, and we received payment of the refund in July 2005. DILUTED EARNINGS PER SHARE: 2005 2004 % Change ---------- ---------- ---------- Income from Continuing operations $ 0.31 $ 0.25 24% Discontinued operations $ 0.15 $ 0.00 N/A ---------- ---------- Net income $ 0.46 $ 0.25 N/A Excluding the Montana tax relief and the excessive corporate segment expenses, growth in base-business sales and operating profit contributed approximately $0.03 per share of the increase in income from continuing operations over the prior-year period. A lower effective income tax rate accounted for $0.03 per share of the increase over the prior-year period. Weighted average common and common equivalent shares outstanding decreased by less than 1% over the 2004 quarter. SEGMENT ANALYSIS: Following is a review of operating results for each of our four reporting segments:
THREE MONTHS ENDED JUNE 30, --------------------------------------------------------------------------------------- MINERALS 2005 2004 2005 vs. 2004 - ------------------------------ --------------------------- --------------------------- --------------------------- (Dollars in Thousands) Net sales $ 74,877 100.0% $ 66,710 100.0% $ 8,167 12.2% Cost of sales 58,094 77.6% 52,930 79.3% ------------ ------------ ------------ ------------ Gross profit 16,783 22.4% 13,780 20.7% 3,003 21.8% General, selling and administrative expenses 6,118 8.2% 5,527 8.3% 591 10.7% ------------ ------------ ------------ ------------ ------------ Operating profit 10,665 14.2% 8,253 12.4% 2,412 29.2%
Domestic metalcasting sales were positively impacted by higher demand and price increases that were implemented to offset rising transportation, raw materials and energy-related costs. The metalcasting markets in the Asia/Pacific region also continued to benefit from strong demand from automotive and transportation equipment component manufacturers. Pet products sales increased due to higher pricing in comparison with the prior-year period. Price increases were implemented to offset higher costs similar to those impacting the domestic metalcasting business. Specialty minerals revenues declined due to lower volume in the detergent additives business. 20 Gross profit rose in conjunction with the increase in sales and the aforementioned benefit from a state law which exempted us from paying mining-related taxes. Excluding the $1.9 million benefit to cost of sales from the Montana tax refund, gross profit would have improved by $1.1, or 8.3%, and gross margin would have been 19.9%. Adjusted for the benefit, gross margin declined by 80 basis points in comparison with the prior-year period due to the rising costs of the metalcasting and pet products business mentioned above. Transportation-related price increases generate minimal gross profit and, consequently, negatively impact our margin. General, selling and administrative costs increased primarily due to expenses associated with international sales and marketing activities. Also, we incurred greater marketing and product development costs in health and beauty business in the current-year period. Operating profit improved due to the increase in sales and gross profit. Excluding the Montana benefit described above, operating profit in the 2005 period would have grown by approximately $0.5 million, or 6.7%; and operating margin would have been 11.8%. Adjusted for the benefit, operating margin declined by 60 basis points in comparison with the prior-year period due to the decline in gross margin. The domestic metalcasting and pet products businesses continue to see rising manufacturing costs. Our ability to obtain price increases is necessary to restore margins to historical levels.
THREE MONTHS ENDED JUNE 30, --------------------------------------------------------------------------------------- ENVIRONMENTAL 2005 2004 2005 vs. 2004 - ------------------------------ --------------------------- --------------------------- --------------------------- (Dollars in Thousands) Net sales $ 53,834 100.0% $ 47,199 100.0% $ 6,635 14.1% Cost of sales 35,585 66.1% 30,401 64.4% ------------ ------------ ------------ ------------ Gross profit 18,249 33.9% 16,798 35.6% 1,451 8.6% General, selling and administrative expenses 10,742 20.0% 10,622 22.5% 120 1.1% ------------ ------------ ------------ ------------ ------------ Operating profit 7,507 13.9% 6,176 13.1% 1,331 21.6%
Strong demand in the domestic lining technologies, building materials and water treatment businesses led to the increase in sales over the 2004 period. Growth in lining technologies product demand in Europe and Asia also contributed to the increase. The water treatment increase arose from higher demand for products and services from our oilfield services businesses. Price increases had a minimal impact on revenue growth in the quarter. Gross profit grew in conjunction with the increase in net sales; however, gross margin declined by 170 basis points from the second quarter of 2004. Gross margins on lining technologies sales declined due to the mix of product sales to lower profit items. This was especially evident in Europe. Also, higher transportation, raw materials and energy-related costs negatively impacted manufacturing costs in comparison with the prior-year period. We also incurred higher than expected production downtime at our Fairmount, GA and Clinton, SC facilities which resulted in higher charges for unabsorbed manufacturing costs. As described in the Notes to the Condensed Consolidated Financial Statements, general, selling and administrative expenses benefited from a $0.6 million gain on the sale of the Villa Rica, GA facility in the current-year period. Operating expenses would have increased by approximately 7.0% excluding this benefit. 21 Operating profit improved due to the increase in sales and gross profit and the flat general, selling and administrative expenses. Excluding the gain on the sale of the Villa Rica facility, operating profit would have grown by approximately 11.4% and operating margin would have been 12.8% in the 2005 period. The decline in operating margin follows the reduction in gross margin albeit at a lower rate due to the modest growth in general, selling and administrative expenses. The outlook for the segment appears favorable as it enters the period in which the lining technologies and building materials businesses generate more of their revenue and profits. Water treatment prospects continue to appear positive due to the demand for oilfield services and products.
THREE MONTHS ENDED JUNE 30, --------------------------------------------------------------------------------------- TRANSPORTATION 2005 2004 2005 vs. 2004 - ------------------------------ --------------------------- --------------------------- --------------------------- (Dollars in Thousands) Net sales $ 12,595 100.0% $ 10,058 100.0% $ 2,537 25.2% Cost of sales 11,059 87.8% 8,946 88.9% ------------ ------------ ------------ ------------ Gross profit 1,536 12.2% 1,112 11.1% 424 38.1% General, selling and administrative expenses 816 6.5% 661 6.6% 155 23.4% ------------ ------------ ------------ ------------ ------------ Operating profit 720 5.7% 451 4.5% 269 59.6%
Net sales improved due to higher traffic levels and increased pricing. Gross margin improved by 110 basis points over the second quarter of 2004 due to the increase in sales. General, selling and administrative expenses increased due to higher personnel costs.
THREE MONTHS ENDED JUNE 30, --------------------------------------------------------- CORPORATE 2005 2004 2005 vs. 2004 - ------------------------------ ------------ ------------ --------------------------- (Dollars in Thousands) Intersegment shipping sales $ (4,962) $ (4,197) Intersegment shipping costs (4,962) (4,197) ------------ ------------ Gross profit - - Corporate general, selling and administrative expenses 4,672 2,832 1,840 65.0% Nanocomposite business development expenses 759 892 (133) -14.9% ------------ ------------ ------------ Operating loss (5,431) (3,724) (1,707) 45.8%
Intersegment shipping revenues and costs are related to billings from the transportation segment to the domestic minerals and environmental segments for services. These services are invoiced to the minerals and environmental segments at arms-length rates and those costs are subsequently charged to customers. Intersegment sales and costs reported above reflect the elimination of these transactions. Corporate general, selling and administrative expenses increased over the 2004 period primarily due to professional service fees relating to the audit of the financial statements and report on internal controls over financial reporting for the year ended December 31, 2004. Those fees accounted for approximately 54% of the increase. We expect these expenses to total approximately $0.4 million per quarter for the remainder of the year. 22 Net nanocomposite expenses declined in comparison with the prior-year period due to higher sales which reduced unabsorbed manufacturing expenses. We continue to see active interest in our nanocomposite technologies through the market development activities undertaken by our alliance partners. SIX MONTHS ENDED JUNE 30, 2005 VS. JUNE 30, 2004: RESULTS OF OPERATIONS (in millions): NET SALES: 2005 2004 % Change ---------- ---------- ---------- $ 258.4 $ 223.9 15% Favorable foreign currency changes accounted for approximately 8% of the $34.5 million increase in net sales over the 2004 period. On an operating segment basis, minerals accounted for approximately 50% of the increase in net sales while environmental contributed approximately 44% of the growth. Our transportation segment, including the elimination of intersegment revenues, accounted for approximately 6% of the sales growth over the 2004 period. GROSS PROFIT: 2005 2004 % Change ---------- ---------- ---------- $ 66.2 $ 58.4 13% Margin 25.6% 26.1% N/A Gross profit improved in the 2005 period in conjunction with the increase in net sales. Gross margin declined by 50 basis points. As previously described, a non-recurring benefit of $1.9 million was recorded to the minerals segment cost of sales in the second quarter of 2005. Without this benefit, gross profit would have grown by approximately $6.0, or 10%; and gross margin would have been 24.9% for the 2005 period. Higher transportation, raw materials and energy-related costs were the primary causes for the decline in gross margins in both segments. GENERAL, SELLING & ADMINISTRATION EXPENSES: 2005 2004 % Change ---------- ---------- ---------- $ 44.6 $ 40.0 11% Greater corporate segment expenses accounted for approximately 76% of the increase over the first half of 2004; we incurred approximately $1.6 million more in audit and other professional services related to compliance with the Sarbanes-Oxley Act. We also incurred higher sales and marketing costs in our international minerals businesses in the first half of 2005. Research and development expenses increased to approximately $3.3 million in the 2005 period compared with $2.8 million in prior-year period. OPERATING PROFIT: 2005 2004 % Change ---------- ---------- ---------- $ 21.7 $ 18.4 18% Margin 8.4% 8.2% N/A 23 Favorable foreign currency exchange rates accounted for approximately 12% of the increase in operating profit over the 2004 period, or 2.2 percentage points of growth. The $1.9 million benefit of the non-recurring reduction to cost of sales less the impact of $1.0 million of excessive audit and Sarbanes-Oxley compliance expenses contributed approximately 26% of the growth in the 2005 period. The 20 basis point improvement in operating margin was attributed to the net benefit of non-recurring items and increased environmental segment margins. INTEREST EXPENSE, NET: 2005 2004 % Change ---------- ---------- ---------- $ 0.8 $ 0.4 106% Interest expense in the first half of 2005 increased primarily due to higher average long-term debt compared with the prior year period. The increase in long-term debt was attributed to an increase in working capital funding. OTHER EXPENSE, NET: 2005 2004 % Change ---------- ---------- ---------- $ 1.0 $ 0.0 N/A Results for the first half of 2005 were negatively impacted by approximately $0.9 million due to the recognition of foreign exchange losses. Our foreign subsidiaries recorded an increase in their U.S. dollar-based intercompany debts with a corresponding charge to Other expense upon revaluation of those debts. INCOME TAXES: 2005 2004 % Change ---------- ---------- ---------- $ 4.5 $ 5.7 (22)% Effective tax rate 22.4% 31.5% N/A The effective tax rate was favorably impacted by lower foreign tax rates in comparison with the 2004 period. Additionally, the 2005 period was positively impacted by a change in estimate of 2004 income taxes payable in our U.S. and U.K. businesses of approximately $0.8 million. After factoring out these adjustments, the effective tax rate would have been 26.6%, and management believes this rate is indicative of the expected rate for the fiscal year ending December 31, 2005. INCOME FROM JOINT VENTURES AND MINORITY INTERESTS: 2005 2004 % Change ---------- ---------- ---------- $ 1.0 $ 0.5 119% The primary reason for the increase in income recorded in this category was improved profitability of two investments in Indian entities: one comprised of a 20% interest in a bentonite company and the other being a 50% interest in a joint venture that manufactures and distributes treated clays used for clarifying edible oils. We also recorded income from our 50% interest in a Japanese bentonite company. In the third quarter of 2004, we increased our interest from 19% in this venture and, therefore, began to account for it under the equity method instead of recording income when dividends were received as required under the cost method of accounting. 24 INCOME FROM CONTINUING OPERATIONS 2005 2004 % Change ---------- ---------- ---------- $ 16.5 $ 12.8 28% Margin 6.4% 5.7% N/A Income from operations increased and net margin in the 2005 period increased primarily due to the increase in operating profit, the lower effective tax rate and the improvement in income from joint ventures and minority interests. Additionally, the net impact of non-recurring items, described previously, benefited the 2005 period. DISCONTINUED OPERATIONS: 2005 2004 % Change ---------- ---------- ---------- $ 4.8 $ - N/A In September 2004, we filed an amended income tax return in the State of Mississippi requesting a refund of approximately $12.5 million of taxes paid relating to the gain on the sale of the absorbent polymer segment. The sale of the segment was originally reported as a discontinued operation in the second quarter of 2000. With the assistance of a professional accounting firm, we concluded that a gain on the sale of a business under these circumstances was not taxable in Mississippi according to its laws. After negotiations and hearings with officials, the Board of Review of the Mississippi State Tax Commission accepted our settlement offer of $7.8 million in June 2005, and we received payment of the refund in July 2005. DILUTED EARNINGS PER SHARE: 2005 2004 % Change ---------- ---------- ---------- Income from Continuing operations $ 0.54 $ 0.42 29% Discontinued operations $ 0.15 $ 0.00 N/A ---------- ---------- Net income $ 0.69 $ 0.42 64% Excluding the Montana refund and the excessive corporate segment expenses, organic growth in sales and operating profit contributed approximately $0.06 per share of the increase in income from continuing operations over the prior-year period. A lower effective income tax rate accounted for $0.06 per share of the increase over the prior-year period. Minority interests contributed approximately $0.02 per share. Weighted average common and common equivalent shares outstanding decreased by less than 1% over the 2004 quarter. SEGMENT ANALYSIS: Following is a review of operating results for each of our four reporting segments:
SIX MONTHS ENDED JUNE 30, --------------------------------------------------------------------------------------- MINERALS 2005 2004 2005 vs. 2004 - ------------------------------ --------------------------- --------------------------- --------------------------- (Dollars in Thousands) Net sales $ 148,325 100.0% $ 131,047 100.0% $ 17,278 13.2% Cost of sales 118,068 79.6% 104,382 79.7% ------------ ------------ ------------ ------------ Gross profit 30,257 20.4% 26,665 20.3% 3,592 13.5% General, selling and administrative expenses 11,797 8.0% 10,977 8.4% 820 7.5% ------------ ------------ ------------ ------------ ------------ Operating profit 18,460 12.4% 15,688 11.9% 2,772 17.7%
25 Favorable foreign currency translation rates accounted for approximately 5.7% of the sales growth over the 2004 period. Domestic metalcasting sales were positively impacted by higher demand and price increases that were implemented to offset rising transportation, raw materials and energy-related costs. The metalcasting markets in the Asia/Pacific region also continued to benefit from strong demand from automotive and transportation equipment component manufacturers. Pet products sales increased in comparison with the prior-year period largely due to price increases. Specialty minerals revenues declined from the first half of 2004 primarily due to lower volume in the detergent additives business. Gross profit was positively impacted by the benefit received through a law enacted in Montana as described earlier in the comparison of the second quarter reporting periods. Eliminating this non-recurring benefit, gross profit would have risen by approximately $1.7 million, or 6.5% over the prior-year period, and gross margin would have been 19.1%. The relatively lower growth in gross profit in comparison to sales in the period reflects higher cost increases than the rise in selling prices. Gross margin, excluding the benefit, declined by 120 basis points in comparison with the prior-year period due to the rising costs of the metalcasting and pet products business mentioned above. General, selling and administrative costs increased primarily due to increased international sales and marketing efforts and higher product development costs associated with the health and beauty business. Operating profit improved largely due to the non-recurring benefit recorded to cost of sales in the second quarter of 2005. Excluding this benefit, operating profit would have grown by approximately $0.9 million, or 5.8%, and operating margin would have been 11.2%. Operating margin, after excluding the benefit, decreased by 70 basis points due to the decline in gross margin. The domestic metalcasting and pet products businesses continue to see rising manufacturing costs. Our ability to obtain price increases is necessary to restore gross margin to historical levels.
SIX MONTHS ENDED JUNE 30, --------------------------------------------------------------------------------------- ENVIRONMENTAL 2005 2004 2005 vs. 2004 - ------------------------------ --------------------------- --------------------------- --------------------------- (Dollars in Thousands) Net sales $ 96,138 100.0% $ 80,871 100.0% $ 15,267 18.9% Cost of sales 63,029 65.6% 51,272 63.4% ------------ ------------ ------------ ------------ Gross profit 33,109 34.4% 29,599 36.6% 3,510 11.9% General, selling and administrative expenses 20,465 21.3% 20,344 25.2% 121 0.6% ------------ ------------ ------------ ------------ ------------ Operating profit 12,644 13.1% 9,255 11.4% 3,389 36.6%
Favorable currency exchange rates accounted for approximately 12% of the increase in sales, or 2.3 percentage points of growth. Strong demand in the domestic lining technologies, building materials and water treatment businesses led to the increase in sales over the 2004 period. Growth in lining technologies product demand in Europe and Asia also contributed to the increase. The water treatment increase arose from higher demand for products and services from our oilfield services businesses. Price increases had a minimal impact on revenue growth in the quarter. 26 Gross profit grew in conjunction with the increase in net sales; however, gross margin declined by 220 basis points from the 2004 period. Gross margins on lining technologies sales declined due to the mix of product sales to lower profit items. Also, higher transportation, raw materials and energy-related costs negatively impacted manufacturing costs in comparison with the prior-year period. As described in the Notes to the Condensed Consolidated Financial Statements, general, selling and administrative expenses benefited from a $0.6 million gain on the sale of the Villa Rica, GA facility in the current-year period. After factoring out this benefit, operating expenses would have increased by approximately 3.7%. Operating profit improved due to the increase in sales and gross profit and the flat general, selling and administrative expenses. Consequently, operating margin improved by 170 basis points. The outlook for the segment appears favorable based upon the backlog in the lining technologies and building materials businesses. Water treatment prospects continue to appear positive due to the demand for oilfield services and products with the increase in drilling activity.
SIX MONTHS ENDED JUNE 30, --------------------------------------------------------------------------------------- TRANSPORTATION 2005 2004 2005 vs. 2004 - ------------------------------ --------------------------- --------------------------- --------------------------- (Dollars in Thousands) Net sales $ 23,580 100.0% $ 19,390 100.0% $ 4,190 21.6% Cost of sales 20,698 87.8% 17,241 88.9% ------------ ------------ ------------ ------------ Gross profit 2,882 12.2% 2,149 11.1% 733 34.1% General, selling and administrative expenses 1,589 6.7% 1,312 6.8% 277 21.1% ------------ ------------ ------------ ------------ ------------ Operating profit 1,293 5.5% 837 4.3% 456 54.5%
Net sales improved due to higher traffic levels and increased pricing. Gross margin improved by 110 basis points over the 2004 period due to the increase in sales. General, selling and administrative expenses increased due to higher personnel costs.
SIX MONTHS ENDED JUNE 30, --------------------------------------------------------- CORPORATE 2005 2004 2005 VS. 2004 - ------------------------------ ------------ ------------ --------------------------- (Dollars in Thousands) Intersegment shipping sales $ (9,649) $ (7,384) Intersegment shipping costs (9,649) (7,384) ------------ ------------ Gross profit - - Corporate general, selling and administrative expenses 9,033 5,578 3,455 61.9% Nanocomposite business development expenses 1,668 1,806 (138) -7.6% ------------ ------------ ------------ Operating loss (10,701) (7,384) (3,317) 44.9%
Intersegment shipping revenues and costs are related to billings from the transportation segment to the domestic minerals and environmental segments for services. These services are invoiced to the minerals and environmental segments at arms-length rates and those costs are subsequently charged to customers. Intersegment sales and costs reported above reflect the elimination of these transactions. 27 Corporate general, selling and administrative expenses increased over the 2004 period primarily due to professional service fees relating to the audit of the consolidated financial statements and report on internal control over financial reporting for the 2004 fiscal year. Those fees accounted for approximately 46% of the increase. We expect these expenses to total approximately $0.4 million per quarter for the remainder of the year. We also incurred higher corporate development costs in the 2005 period, which accounted for approximately 11% of the increase. Net nanocomposite operating expenses declined in comparison with the 2004 period largely due to increased sales in the current year. We continue to see active interest in our nanocomposite technologies through the market development activities undertaken by our alliance partners and our direct sales efforts. LIQUIDITY AND CAPITAL RESOURCES (IN MILLIONS):
SIX MONTHS ENDED JUNE 30, --------------------------- CASH FLOWS 2005 2004 - ------------------------------------------------------------ ------------ ------------ Net cash provided by (used in) operating activities $ 7.0 $ 2.7 Net cash provided by discontinued operations $ - $ 8.6 Net cash provided by (used in) investing activities $ (13.3) $ (19.3) Net cash provided by (used in) financing activities $ 5.9 $ 11.4
Cash flows provided by operating activities improved over the 2004 period as a result of higher net income and slower growth in working capital. Historically, cash flows from operations have increased over the course of the fiscal year and we anticipate this pattern to continue for the remainder of 2005. Cash flows used in investing activities decreased primarily due to acquisitions completed in the first quarter of 2004. We acquired the shares of Lafayette Well Testing, Inc. on January 7, 2004, and Linteco Geotechnische Systeme GmbH on March 5, 2004. The aggregate purchase price for the two companies was approximately $13.2 million. Capital expenditures to-date in 2005 totaled $11.7 million compared with $7.5 million in the prior-year period. We anticipate capital expenditures to increase over the remainder of 2005 due to investments in capacity expansion and productivity projects. Our investments in Europe and Asia will focus on adding new production capacity to support growth in lining technologies and metalcasting businesses, respectively. Our estimate of 2005 capital expenditures is in the range of $24 million to $26 million. Cash flows provided by financing activities decreased due to debt funding for acquisitions completed in the 2004 first quarter. We used our revolving credit facility to finance the acquisitions. Additionally in 2004, we assumed approximately $4.1 million of funded debt as part of the consideration for the Linteco acquisition. Dividends paid to-date in 2005 increased to $5.3 million from $4.1 million in the prior-year period. We purchased 183,400 shares of our common stock on the open market during the first half of 2004 for a total value of $2.9 million, or an average price per share of $15.70; however, we have not purchased any shares on the open market in the first half of 2005. We have been authorized by our Board of Directors to purchase up to $10 million of our common stock on the open market over a two-year period ending May 15, 2006, if we believe such a use of our cash will enhance shareholder value. The entire $10 million remains available to repurchase common stock as of June 30, 2005. 28 AS AT --------------------------- JUNE 30, DECEMBER 31, FINANCIAL POSITION 2005 2004 - ------------------------------ ------------ ------------ Working capital $ 152.3 $ 129.4 Intangible assets $ 21.7 $ 23.0 Total assets $ 354.8 $ 336.4 Long-term debt $ 44.6 $ 34.3 Other long-term obligations $ 19.0 $ 18.5 Stockholder's equity $ 236.1 $ 221.9 Working capital at June 30, 2005 increased from December 31, 2004, primarily due to growth in inventories and accounts receivable. The growth in inventories was primarily due to higher stocks at our sites in China and Poland. Inventory values at June 30, 2005 also reflect the higher cost of raw materials and transportation costs. The current ratio was 3.8-to-1 and 3.1-to-1 at June 30, 2005, and December 31, 2004, respectively. Intangible assets primarily represent goodwill associated with acquisitions. Long-term debt increased to 16% of total capitalization at June 30, 2005, compared with 13% at December 31, 2004. The increase in debt levels was principally attributed to funding working capital. We have a $100 million revolving credit facility with a consortium of U.S. banks that matures on October 31, 2006. At June 30, 2005, we had approximately $60 million of borrowing capacity remaining from the credit facility. The credit facility stipulates that we must comply with a number of financial covenants. We are in compliance with those covenants at June 30, 2005. Other long-term obligations primarily represent liabilities associated with our qualified and supplemental retirement plans and deferred income taxes. We believe future cash flows from operations combined with borrowing capacity from our revolving credit facility will be adequate to fund capital expenditures and other investments approved by the board of directors. Since the mid 1980's, the Company and/or its subsidiaries have been named as one of a number of defendants in product liability lawsuits relating to the minor free-silica content within the Company's bentonite products used in the metalcasting industry. The plaintiffs in these lawsuits are primarily employees of the Company's foundry customers. To date, the Company has not incurred significant costs in defending these matters. The Company believes it has adequate insurance coverage and does not believe the litigation will have a material adverse impact on the financial condition, liquidity or results of the operations of the Company. 29 ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK There have been no material changes in the Company's market risk during the six months ended June 30, 2005. See disclosures as of December 31, 2004 in the Company's Annual Report on Form 10-K, as amended, Item 7A. ITEM 4: CONTROLS AND PROCEDURES An evaluation has been performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934) as of June 30, 2005. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as a result of the material weakness in our internal control over financial reporting discussed below and the fact that the remedial efforts of the Company had not been completed as of June 30, 2005 as discussed below, our disclosure controls and procedures were not effective as of June 30, 2005 to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act are recorded, processed, summarized and reported as and when required. Notwithstanding the foregoing, management believes that the financial statements included within this report fairly present in all material respects the financial position, results of operations, and cash flows of the Company, in conformity with generally accepted accounting principles in the United States, for the periods presented. The Securities and Exchange Commission, as directed by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring public companies to include in their annual reports on Form 10-K an assessment by management of the effectiveness of the Company's internal controls over financial reporting. As described in the annual report on Form 10-K filed by the Company for the year ended December 31, 2004, as amended, management identified a material weakness in internal control over financial reporting relative to our accounting for income taxes as of December 31, 2004. In particular, our design of internal controls did not address the accounting considerations arising from the filing of tax returns or the timing of recording of changes in accounting estimates relating to income taxes of foreign subsidiaries. As a result of the foregoing, commencing in the fiscal quarter ended March 31, 2005 and continuing through the fiscal quarter ended June 30, 2005 we have been implementing changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934) that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Specifically, these changes include restructuring the responsibility for accounting for income taxes, formalizing management's oversight relating to accounting for income taxes by developing procedures to monitor significant income tax events and the determination of appropriate accounting treatment for certain deduction and credit positions taken in filing income tax returns, both amended and original, and developing a program to provide increased training to improve our accounting for income taxes. Our Tax Manager is now fully responsible for the financial accounting for income taxes. In addition, the Controller and Chief Financial Officer receive quarterly updates on tax matters, including changes in tax positions that may have a material effect on the financial statements and matters affecting income tax returns. The Controller and Chief Financial Officer review these matters and document conclusions as to the accounting treatment. Additionally, we are enhancing controls over financial reporting of our foreign subsidiaries to assure the consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles and changes in accounting estimates are recorded in the appropriate reporting period. Last, the Chief Financial Officer has the responsibility to conduct an annual assessment of the accounting staff's knowledge of U.S. generally accepted accounting principles and provide additional training where necessary. 30 Remedial efforts were initiated in the first quarter of 2005 and continued in the second quarter of 2005. The changes in our internal control over financial reporting require testing over successive quarters to prove their operating effectiveness, and, therefore, the effectiveness of the remediation. Thus, the implementation of enhanced control over financial reporting of our foreign subsidiaries to assure the consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles and changes in accounting estimates are recorded in the appropriate reporting period had not been completed as of June 30, 2005. Accordingly, management has determined that the material weakness in the Company's internal control over financial reporting relative to our accounting for income taxes as described in the annual report on Form 10-K filed by the Company for the year ended December 31, 2004, as amended, still existed as of June 30, 2005. PART II - OTHER INFORMATION ITEM 2(c) COMPANY REPURCHASES OF COMPANY STOCK
TOTAL NUMBER OF MAXIMUM VALUE OF SHARES REPURCHASED AVERAGE SHARES THAT MAY YET BE AS PART OF THE STOCK PRICE PAID REPURCHASED UNDER THE REPURCHASE PROGRAM PER SHARE PROGRAM -------------------- ---------- ---------------------- January 1, 2005 - January 31, 2005 - $ - $ 10,000,000 February 1, 2005 - February 29, 2005 - $ - $ 10,000,000 March 1, 2005 - March 31, 2005 - $ - $ 10,000,000 April 1, 2005 - April 30, 2005 - $ - $ 10,000,000 May 1, 2005 - May 31, 2005 - $ - $ 10,000,000 June 1, 2005 - June 30, 2005 - $ - $ 10,000,000 -------------------- Total - $ - ====================
On May 13, 2004, the Board of Directors authorized a program to repurchase up to $10 million of the Company's outstanding stock which will expire September 30, 2006. ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K See Index to Exhibits immediately following the signature page. 31 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. AMCOL INTERNATIONAL CORPORATION Date: August 1, 2005 /s/ Lawrence E. Washow ---------------------------------------- Lawrence E. Washow President and Chief Executive Officer Date: August 1, 2005 /s/ Gary L. Castagna ---------------------------------------- Gary L. Castagna Senior Vice President and Chief Financial Officer and Principal Accounting Officer 32 INDEX TO EXHIBITS EXHIBIT NUMBER - -------- 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) 32 Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350 33 EX-31.1 2 ai3247ex311.txt Exhibit 31.1 AMCOL INTERNATIONAL CORPORATION CERTIFICATION PURSUANT TO RULE 13a - 14(a) / 15d-14(a) I, Lawrence E. Washow, certify that: 1. I have reviewed this quarterly report on Form 10-Q of AMCOL International Corporation; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 1, 2005 /s/ Lawrence E. Washow ------------------------------------- Lawrence E. Washow President and Chief Executive Officer 2 EX-31.2 3 ai3247ex312.txt Exhibit 31.2 AMCOL INTERNATIONAL CORPORATION CERTIFICATION PURSUANT TO RULE 13a - 14(a) / 15d-14(a) I, Gary L. Castagna, certify that: 1. I have reviewed this quarterly report on Form 10-Q of AMCOL International Corporation; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 1, 2005 /s/ Gary L. Castagna --------------------------------- Gary L. Castagna Senior Vice President, Chief Financial Officer and Principal Accounting Officer 2 EX-32 4 ai3247ex32.txt Exhibit 32 CERTIFICATION OF PERIODIC FINANCIAL REPORT PURSUANT TO 18 U.S.C. SECTION 1350 Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of AMCOL International Corporation (the "Company") certifies that the quarterly report on Form 10-Q of the Company for the three and six months ended June 30, 2005 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 1, 2005 /s/ Lawrence E. Washow --------------------------------- Lawrence E. Washow Chief Executive Officer Date: August 1, 2005 /s/ Gary L. Castagna --------------------------------- Gary L. Castagna Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----