10-Q/A 1 t19339_qa.txt AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A-1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2004 Commission File Number 1-5426 THOMAS INDUSTRIES INC. -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) DELAWARE 61-0505332 ----------------------- -------------------------------- (State of incorporation) (I.R.S. Employer Identification Number) 4360 BROWNSBORO ROAD, SUITE 300, LOUISVILLE, KENTUCKY 40207 ----------------------------------------------------- ------ (Address of principal executive offices) (Zip Code) 502/893-4600 -------------------------------------------------------------------------------- (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 Exchange Act Rule 12b-2) Yes X No __ As of May 6, 2004, 17,371,539 shares of the registrant's Common Stock were outstanding (net of treasury shares). EXPLANATORY NOTE: ----------------- This amendment is being filed to complete information in the Registrant's Condensed Consolidated Statements of Cash Flow (unaudited) and Note E to Notes to Condensed Consolidated Financial Statement (unaudited), which information was omitted from the original filing. PART I. - FINANCIAL INFORMATION ITEM 1. Financial Statements (Unaudited) THOMAS INDUSTRIES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (IN THOUSANDS EXCEPT AMOUNTS PER SHARE) THREE MONTHS ENDED MARCH 31 ----------------------------- 2004 2003 ----------------------------- Net sales $ 109,518 $ 92,346 Cost of products sold 71,135 59,231 ----------------------------- Gross profit 38,383 33,115 Selling, general and administrative expenses 29,000 24,578 Equity income from GTG 7,422 6,143 ----------------------------- Operating income 16,805 14,680 Interest expense 1,026 1,086 Interest income and other income (expense) 606 (39) ----------------------------- Income before income taxes and minority interest 16,385 13,555 Income taxes 5,735 4,742 ----------------------------- Income before minority interest 10,650 8,813 Minority interest, net of tax - 7 ----------------------------- $ 10,650 $ 8,806 ============================= Net income per share: Basic $ 0.61 $ 0.51 Diluted $ 0.60 $ 0.50 Dividends declared per share: $ 0.095 $ 0.085 Weighted average number of shares outstanding: Basic 17,318 17,139 Diluted 17,779 17,507 See notes to condensed consolidated financial statements. 2 THOMAS INDUSTRIES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS)
(Unaudited) March 31 December 31 2004 2003 * --------------------------------------------- ASSETS Current assets: Cash and cash equivalents $ 31,229 $ 23,933 Accounts receivable, less allowance (2004--$2,136; 2003--$2,270) 58,621 52,819 Inventories: Finished products 31,266 29,004 Raw materials 27,863 28,250 Work in process 8,040 8,641 --------------------------------------------- 67,169 65,895 Deferred income taxes 7,047 6,688 Other current assets 6,533 6,287 --------------------------------------------- Total current assets 170,599 155,622 Investment in GTG 221,353 214,405 Property, plant and equipment 185,084 185,123 Less accumulated depreciation and amortization (79,304) (76,773) --------------------------------------------- 105,780 108,350 Goodwill 67,749 70,164 Other intangible assets, net 21,008 21,788 Other assets 4,696 4,715 --------------------------------------------- Total assets $ 591,185 $ 575,044 ============================================= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable $ 3,092 $ 3,088 Accounts payable 16,384 14,312 Accrued expense and other current liabilities 31,297 30,519 Dividends payable 1,646 1,642 Income taxes payable 5,726 595 Current portion of long-term debt 9,739 9,885 --------------------------------------------- Total current liabilities 67,884 60,041 Deferred income taxes 5,873 6,177 Long-term debt, less current portion 108,187 102,673 Long-term pension liability 13,189 13,189 Other long-term liabilities 9,446 9,609 --------------------------------------------- Total liabilities 204,579 191,689 Shareholders' equity: Preferred stock, $1 par value, 3,000,000 shares authorized - none issued - - Common stock, $1 par value, shares authorized: 60,000,000; shares issued: 2004 - 18,181,078; 2003 - 18,108,664 18,181 18,109 Capital surplus 138,852 137,041 Deferred compensation 1,506 1,211 Treasury stock held for deferred compensation (1,506) (1,211) Retained earnings 225,300 216,296 Accumulated other comprehensive income (loss) 16,332 23,968 Less cost of 822,339 treasury shares (12,059) (12,059) --------------------------------------------- Total shareholders' equity 386,606 383,355 --------------------------------------------- Total liabilities and shareholders' equity $ 591,185 $ 575,044 ============================================= * Derived from the audited December 31, 2003 consolidated balance sheet. See notes to condensed consolidated financial statements.
3 THOMAS INDUSTRIES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) (DOLLARS IN THOUSANDS)
THREE MONTHS ENDED MARCH 31 --------------------------------- 2004 2003 --------------------------------- OPERATING ACTIVITIES Net income $ 10,650 $ 8,806 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and intangible amortization 4,017 3,869 Deferred income taxes (515) 124 Equity income from GTG (7,422) (6,143) Other items 158 36 Changes in operating assets and liabilities net of effect of acquisitions: Accounts receivable (6,865) (5,140) Inventories (2,674) (3,459) Accounts payable 2,707 (2,081) Income taxes payable 5,439 2,846 Accrued expenses and other current liabilities 1,355 2,309 Other (1,309) (446) ------------------------------- Net cash provided by operating activities 5,541 721 INVESTING ACTIVITIES Purchases of property, plant and equipment (3,740) (1,952) Sales of property, plant and equipment 2 13 ------------------------------- Net cash used in investing activities (3,738) (1,939) FINANCING ACTIVITIES Proceeds (payments) on short-term debt, net 171 (1,421) Proceeds from long-term debt 16,534 12,000 Payments from long-term debt (10,769) (7,849) Dividends paid (1,642) (1,455) Other 1,082 356 ------------------------------- Net cash provided by financing activities 5,376 1,631 Effect of exchange rate changes 117 26 ------------------------------- Net increase in cash and cash equivalents 7,296 439 Cash and cash equivalents at beginning of period 23,933 18,879 ------------------------------- Cash and cash equivalents at end of period $ 31,229 $ 19,318 =============================== See notes to condensed consolidated financial statements.
4 THOMAS INDUSTRIES INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note A - Basis of Presentation ------------------------------ The accompanying unaudited condensed consolidated financial statements of Thomas Industries Inc. ("Thomas" or the "Company") have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and with the instructions to Form 10-Q and Article 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The results of operations for the three-month period ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. In the opinion of the Company's management, the unaudited consolidated financial statements include all adjustments, consisting only of normal recurring accruals, considered necessary for a fair presentation of the financial position and the results of operations. For further information, refer to the consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003. Note B - Acquisitions --------------------- On November 20, 2003, the Company purchased the remaining 25% minority interests in the Company's New Zealand subsidiary for $244,000. All of the purchase price was allocated to goodwill. The Company now owns 100% of the New Zealand subsidiary. On July 31, 2003, the Company purchased all of the outstanding equity interests of Aldax AB, of Stockholm, Sweden for $2.6 million, of which $1.7 million was paid in cash at the acquisition date, while $900,000 was recorded as a long-term liability to be paid on July 31, 2005 in accordance with the purchase agreement. Approximately $2.0 million of the purchase price was allocated to goodwill. On April 11, 2003, the Company purchased the remaining 20% minority interests in the Company's Italian subsidiary for $1.5 million. All of the purchase price was allocated to goodwill. The Company now owns 100% of the Italian subsidiary. Note C - Contingencies ---------------------- On August 13, 2002, a petition was filed in the District Court of Jefferson County, Texas, adding Thomas Industries Inc. as a third party defendant in a lawsuit captioned Hydro Action, Inc. v. Jesse James, individually and d/b/a James Backhoe Service of Dietrich, Illinois, Inc. and Original Septic Solutions, Inc. (the "Third Party Plaintiffs") (the "Original Lawsuit"). The Original Lawsuit alleged that the Company violated the Texas Deceptive Trade Practices Act and breached warranties of merchantability and fitness for a particular purpose with respect to pumps sold by the Company and used in septic tanks manufactured or sold by the plaintiffs. The Original Lawsuit has been stayed as a result of the bankruptcy filing by Hydro Action, Inc. On October 8, 2003, a lawsuit was filed against the Company, Gig Drewery, Yasunaga Corporation and Aqua-Partners, Ltd. in the District Court of Jefferson County, Texas, making the same allegations set forth in the Original Lawsuit and requesting class-action certification. No class has been certified. The Third Party Plaintiffs are plaintiffs in this action. This complaint has been amended to include approximately 28 plaintiffs. The complaint currently seeks $3 million per plaintiff and punitive and exemplary damages. The total sales related to these products were approximately $900,000. Although this litigation is in the preliminary stages, the Company believes it has meritorious defenses to the claims and intends to vigorously defend this matter. Litigation is subject to 5 many uncertainties and the Company cannot guarantee the outcome of these proceedings. However, based upon information currently available, the Company does not believe that the outcome of these proceedings will have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company. The Company, like other similar manufacturers, is subject to environmental rules and regulations regarding the use, disposal and cleanup of substances regulated under environmental protection laws. It is the Company's policy to comply with these rules and regulations, and the Company believes that its practices and procedures are designed to meet this compliance. The Company is involved in remedial efforts at certain of its present and former locations; and when costs can be reasonably estimated, the Company records appropriate liabilities for such matters. Management does not believe that the ultimate resolution of environmental matters will have a material adverse effect on its financial position, results of operations or liquidity. In the normal course of business, the Company is a party to legal proceedings and claims. When costs can be reasonably estimated, appropriate liabilities for such matters are recorded. While management currently believes the amount of ultimate liability, if any, with respect to these actions will not materially affect the financial position, results of operations, or liquidity of the Company, the ultimate outcome of any litigation is uncertain. Were an unfavorable outcome to occur, the impact could be material to the Company. Note D - Comprehensive Income ----------------------------- The reconciliation of net income to comprehensive income follows (in thousands): THREE MONTHS ENDED MARCH 31 ------------------------ 2004 2003 ---- ---- Net income $10,650 $ 8,806 Other comprehensive income (loss): Minimum pension liability (increase) 7 (27) Related tax expense (credit) (3) 9 Derivative adjustment (293) - Related tax expense 111 - Foreign currency translation (7,458) 3,835 ------- ------- Total change in other comprehensive income (loss) (7,636) 3,817 ------- ------- Total comprehensive income $ 3,014 $12,623 ========= =======
Note E - Net Income Per Share ----------------------------- The computation of the numerator and denominator in computing basic and diluted net income per share follows (in thousands): THREE MONTHS ENDED MARCH 31 ---------------------- 2004 2003 ---- ---- Numerator: Net income $10,650 $8,806 ======= ====== Denominator: Weighted average shares outstanding 17,318 17,139 Effect of dilutive securities: Director and employee stock options 445 322 Employee performance shares 16 46 ------- ------ Dilutive potential common shares 461 368 ------- ------ Denominator for diluted earnings per share - adjusted weighted average shares and assumed conversions 17,779 17,507 ======= ======
6 Note F - Segment Disclosures ---------------------------- (In thousands) THREE MONTHS ENDED MARCH 31 -------------------------- 2004 2003 ---- ---- Total net sales including intercompany sales Pump and Compressor $135,716 $ 112,127 Intercompany sales Pump and Compressor (26,198) (19,781) -------- ----------- Net sales to unaffiliated customers Pump and Compressor $109,518 $ 92,346 ======== ========== Operating income Pump and Compressor $11,643 $ 10,325 Lighting* 7,422 6,143 Corporate (2,260) (1,788) --------- ---------- $16,805 $ 14,680 ======= ========== *Three months ended March 31 consists of equity income of $7,512,000 in 2004 and $6,222,000 in 2003 from our 32% interest in the joint venture, Genlyte Thomas Group LLC (GTG), less $90,000 in 2004 and $79,000 in 2003 related to expense recorded for Thomas Industries stock options issued to GTG employees.
Note G - Goodwill and Other Intangible Assets --------------------------------------------- The changes in net carrying amount of goodwill for the three months ended March 31, 2004 were as follows (in thousands): THREE MONTHS ENDED MARCH 31, 2004 -------------- Balance at beginning of period $ 70,164 Translation adjustments and other (2,415) ---------- Balance at end of period $ 67,749 ======== The goodwill included in the balance sheets is related to the Pump and Compressor Segment. Certain intangible assets have definite lives and are being amortized. Amortizable intangible assets consist of the following (in thousands): March 31, 2004 December 31, 2003 ----------------------------------------- ---------------------------------------------- Accumulated Accumulated Life Cost Amortization Life Cost Amortization ---- ---- ------------ ---- ---- ------------ Licenses 18-19 $ 494 $ 209 18-19 $ 503 $ 207 Patents 5-20 5,688 860 5-20 5,917 771 Other 1-15 3,721 946 1-10 3,619 890 ------------ ------------------- ------------- ------------------- Total $ 9,903 $ 2,015 $ 10,039 $1,868 ============ =================== ============= ===================
The total intangible amortization expense for the three months ended March 31, 2004 and 2003 was $219,000 and $291,000, respectively. 7 The estimated amortization expense for the next five years beginning January 1, 2004 through December 31, 2008 is as follows (in thousands): 2004 $873 2005 874 2006 874 2007 867 2008 819 The Company has various trademarks totaling $12,334,000 at March 31, 2004 and $12,831,000 at December 31, 2003, that are not amortized. Also included in other intangible assets is an intangible asset associated with the minimum pension liability of $786,000 as of March 31, 2004 and December 31, 2003. Note H - Long-lived Assets -------------------------- Consistent with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," the Company evaluates long-lived assets for impairment and assesses their recoverability based upon anticipated future cash flows. If facts and circumstances lead the Company's management to believe that the cost of one of its assets may be impaired, the Company will evaluate the extent to which that cost is recoverable by comparing the future undiscounted cash flows estimated to be associated with that asset to the asset's carrying amount and write down that carrying amount to market value to the extent necessary. Note I - Genlyte Thomas Group LLC (GTG) --------------------------------------- The following table contains certain unaudited financial information for GTG. Genlyte Thomas Group LLC Condensed Financial Information (Dollars in Thousands) (Unaudited) March 31, December 31, 2004 2003 ---- ---- GTG balance sheets: Current assets $471,149 $444,272 Long-term assets 287,014 288,499 Current liabilities 188,741 185,809 Long-term liabilities 51,750 51,003 Three Months Ended March 31 -------------- 2004 2003 ---- ---- GTG income statements (unaudited): Net sales $277,362 $ 237,913 Gross profit 95,116 81,830 Earnings before interest and taxes 25,219 21,163 Net income 23,474 19,445 Amounts recorded by Thomas Industries Inc.: Equity income from GTG $ 7,512 $ 6,222 Stock option expense (90) (79) --------- ---------- Equity income reported by Thomas $ 7,422 $ 6,143 ========= ========== 8 Note J - Stock-Based Compensation --------------------------------- Stock options are granted under various stock compensation programs to employees and independent directors. In December 2003, the Company adopted the fair value recognition provisions of accounting for stock-based compensation under Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," (SFAS 123) which required the Company to expense the fair value of employee stock options prospectively for all employee awards granted, modified or settled after January 1, 2003. Awards under the Company's plan vest over a period of five years. For employee stock options granted prior to 2003, the Company continues to use the intrinsic value based method of accounting prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. Included in stock option activity, but accounted for in accordance with SFAS No. 123, are options granted to GTG employees, for which the Company has recorded compensation expense. This compensation expense, shown net of tax, is also included in the pro forma information below. 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. Three Months Ended March 31 ------------------------ 2004 2003 ------------------------ Net income (as reported) $ 10,650 $ 8,806 Add: Stock-based compensation expense for GTG employees included in reported net income, net of related tax effect. 81 46 Deduct: Total stock-based employee compensation determined under fair value based method for all awards, net of related tax effect. (195) (194) ------------------------ Net income (pro forma) $ 10,536 $ 8,658 ======================== Net income per share (Basic) - As reported $ .61 $ .51 Pro forma .61 .51 Net income per share (Diluted) - As reported .60 .50 Pro forma .59 .50 Note K - Product Warranty Costs ------------------------------- The Company generally offers warranties for most of its products for periods from one to five years. The specific terms and conditions of these warranties vary depending on the product sold and country in which the Company does business. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company's warranty liability include that number of units sold, historical and anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amount as necessary. Changes in the Company's warranty liability for March 31, 2004 are as follows (in thousands): 9 THREE MONTHS ENDED MARCH 31, 2004 -------------- Balance at beginning of period $5,382 Warranties accrued 970 Settlements made and other (835) Balance at end of period $5,517 ====== Note L - Currency Risk Management --------------------------------- All derivative instruments are recorded at fair value on the balance sheet and all changes in fair value are recorded to earnings or to shareholders' equity through other comprehensive income in accordance with SFAS No. 133, as amended, "Accounting for Derivatives and Hedging Activity" (SFAS 133). The Company uses forward currency exchange contracts to manage its exposures to the variability of cash flows primarily related to the purchase of inventory manufactured in Europe but inventoried and sold in non Euro-denominated countries. These contracts are designated as cash flow hedges. The Company does not use derivative instruments for trading or speculative purposes. All of the Company's derivative contracts are adjusted to current market values each period and qualify for hedge accounting under SFAS 133. The periodic gains and losses of the contracts designated as cash flows are deferred in other comprehensive income until the underlying transactions are recognized. Upon recognition, such gains and losses are recorded in operations as an adjustment to the carrying amounts of the underlying transactions in the period in which these transactions are recognized. The carrying values of derivative contracts are included in other current assets. The Company's policy requires that contracts used as hedges must be effective at reducing the risk associated with the exposure being hedged and must be designated as a hedge at the inception of the contract. Hedging effectiveness is assessed periodically. Any contract that is either not designated as a hedge, or is so designated but is ineffective, is marked to market and recognized in earnings immediately. If a cash flow hedge ceases to qualify for hedge accounting or is terminated, the contract would continue to be carried on the balance sheet at fair value until settled and future adjustments to the contract's fair value would be recognized in earnings immediately. If a forecasted transaction were no longer probable to occur, amounts previously deferred in other comprehensive income would be recognized immediately in earnings. Note M - Pension and Other Postretirement Benefit Costs ------------------------------------------------------- The components of net periodic benefit cost consisted of the following: OTHER PENSION BENEFITS POSTRETIREMENT BENEFITS FOREIGN PLANS U.S. PLANS (U.S. PLANS) --------------------------------------------------- ----------------------- 2004 2003 2004 2003 2004 2003 --------------------------------------------------- ----------------------- Service cost $ 62 $ 72 $ 84 $ 71 $ 21 $ 17 Interest cost 141 148 131 128 23 21 Expected return on plan assets - - (144) (135) - - Other amortization and deferral 4 - 60 51 10 8 -------- ------- ------- ------- ------ ----- Net Periodic Benefit cost $ 207 $ 220 $ 131 $ 115 $ 54 $ 46 ====== ====== ====== ====== ===== =====
10 The Company previously disclosed in its financial statements for the year ended December 31, 2003, that it expected to contribute $570,000 to its pension plans in 2004. As of March 31, 2004, no contributions have been made. The Company continues to anticipate contributions to the plans of $570,000 for 2004. In January 2004, the FASB issued FASB Staff Position No. 106-1, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003" ("FSP FAS 106-1"). FSP FAS 106-1 allows companies to assess the effect of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 ("MMA") on their postretirement benefit obligations and costs and reflect the effects in the 2003 financial statements, pursuant to SFAS No. 106, "Employer's Accounting for Postretirement Benefits Other Than Pensions." Companies are also allowed to make a one-time election to defer accounting for the effects of MMA until authoritative guidance is issued. The guidance in FSP FAS 106-1 is effective for years ending after December 7, 2003. In accordance with FSP FAS 106-1, the Company made the one-time election to defer accounting for the effects of MMA and, therefore, the accumulated postretirement benefit obligation and postretirement net periodic benefit costs in the Company's consolidated financial statements and disclosed in this note do not reflect the effects of MMA on the Company's plans. In addition, specific authoritative guidance on the accounting for the federal subsidy, one of the provisions of MMA, is pending, and that guidance, when issued, could require the Company to change previously reported information. However, in the Company's opinion, any change due to the accounting for the federal subsidy would be immaterial. Note N - Recent Accounting Pronouncements ----------------------------------------- In January 2003, the FASB issued Interpretation No. 46 "Consolidation of Variable Interest Entities" ("FIN 46"). FIN 46 requires a company to consolidate a variable interest entity if that company is subject to a majority of the risk of loss from the variable interest entity's activities or is entitled to receive a majority of the entity's residual returns, or both. The Company has adopted the provisions of FIN 46, which did not have an impact on the Company's financial statements or disclosures. In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 requires that certain financial instruments, which under previous guidance were accounted for as equity, must now be accounted for as liabilities. The financial instruments affected include mandatorily redeemable stock, certain financial instruments that require or may require the issuer to buy back some of its shares in exchange for cash or other assets, and certain obligations that can be settled with shares of stock. Although certain portions of SFAS No. 150 have been deferred indefinitely, certain portions of the statement became effective during the third quarter of 2003. The provisions of this statement did not have and are not expected to have an impact on the Company's statement of financial position. 11 PART II. OTHER INFORMATION ------- ----------------- ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(b) and Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant Section 906 of the Sarbanes - Oxley Act of 2002, filed herewith. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned thereunto duly authorized. THOMAS INDUSTRIES INC. ----------------------------------- Registrant /s/ Phillip J. Stuecker ----------------------------------- Phillip J. Stuecker, Vice President & Chief Financial Officer Date: May 19, 2004 12