EDAC Technologies (EDAC) 10-Q 2012 Q1 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 2, 2011

OR

o 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:001-33507

EDAC Technologies Corporation

(Exact name of registrant as specified in its charter)

Wisconsin	39-1515599
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer Identification No.)

1806 New Britain Avenue, Farmington, CT 06032
(Address of principal executive offices)

(860) 677-2603

(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. Yesþ Noo

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yeso Noo

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filero	Accelerated filero	Non-accelerated filero	Smaller reporting companyþ
		(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yeso Noþ.

     On April 28, 2011 there were outstanding 4,924,469 shares of the registrant’s Common Stock, $0.0025 par value per share.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
	ITEM 1 FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II — OTHER INFORMATION
	ITEM 6. EXHIBITS
SIGNATURES
EXHIBIT INDEX
EX-31.1
EX-31.2
EX-32.1

PART I FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

	April 2,		January 1,
	2011		2011
(in thousands)	(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS:
Cash	$	1,279	$	975
Accounts receivable (net of allowance for for doubtful accounts of $175 as of April 2, 2011 and $121 as of January 1, 2011)		17,448		14,955
Inventories, net		22,008		20,219
Prepaid expenses and other current assets		354		184
Refundable income taxes		80		80
Deferred income taxes		1,613		1,613
Total current assets		42,782		38,026
PROPERTY, PLANT AND EQUIPMENT, at cost		52,564		51,818
Less: accumulated depreciation		29,232		28,595
		23,332		23,223
OTHER ASSETS		143		155
TOTAL ASSETS	$	66,257	$	61,404

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

	April 2,		January 1,
	2011		2011
(in thousands)	(Unaudited)		(Audited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Lines of credit	$	7,405	$	4,793
Current portion of long-term debt		4,259		4,370
Trade accounts payable		8,887		7,336
Employee compensation and amounts withheld		1,595		1,212
Accrued expenses		2,395		2,136
Customer advances		840		857
Total current liabilities		25,381		20,704
LONG-TERM DEBT, less current portion		9,456		9,858
PENSION LIABILITIES		1,526		1,526
DEFERRED INCOME TAXES		4,455		4,473
SHAREHOLDERS’ EQUITY:
Common stock, par value $.0025 per share; issued and outstanding :
4,924,469 on April 2, 2011 and 4,869,469 on January 1, 2011		12		12
Additional paid-in capital		11,830		11,690
Retained earnings		16,038		15,630
		27,880		27,332
Less: accumulated other comprehensive loss		2,441		2,489
Total shareholders’ equity		25,439		24,843
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	66,257	$	61,404

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	For the three months ended
	April 2,			April 3,
(in thousands except per share amounts)	2011			2010
Sales	$	20,199		$	17,787
Cost of Sales		17,390			15,646
Gross Profit		2,809			2,141
Selling, General and Administrative Expenses		1,945			1,730
Income from Operations		864			410
Non-Operating Income (Expense):
Interest Expense		(260	)		(226	)
Other		5			360
Income before Provision For Income Taxes		609			544
Provision for Income Taxes		201			184
Net Income	$	408		$	360
Income per share data (Note A):
Basic Income Per Common Share	$	0.08		$	0.07
Diluted Income Per Common Share	$	0.08		$	0.07

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	For the three months ended
	April 2,			April 3,
(in thousands)	2011			2010
Operating Activities:
Net income	$	408		$	360
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		675			661
Deferred income taxes		(18	)		82
Gain on acquisition of business		—			(350	)
Gain on sale of property, plant and equipment		(5	)		—
Compensation expense pursuant to stock options		68			108
Provision for doubtful accounts receivable		—			31
Excess tax benefit from share-based compensation		(52	)		—
Changes in working capital items		(2,228	)		(2,271	)
Net cash used in operating activities		(1,152	)		(1,379	)
Investing Activities:
Additions to property, plant and equipment		(772	)		(394	)
Proceeds from sales of property, plant and equipment		5			—
Net cash used in investing activities		(767	)		(394	)
Financing Activities:
Increase in lines of credit		2,612			1,900
Repayments of long-term debt		(513	)		(470	)
Proceeds from exercise of stock options		72			9
Excess tax benefit from share-based compensation		52			—
Net cash provided by financing activities		2,223			1,439
Increase (decrease) in cash		304			(334	)
Cash at beginning of period		975			1,100
Cash at end of period	$	1,279		$	766
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	260		$	226
Income taxes paid		10			39

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

EDAC TECHNOLOGIES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
April 2, 2011
(in thousands)

NOTE A — BASIS OF PRESENTATION

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended April 2, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended January 1, 2011.

Inventories: Inventories are stated at the lower of cost (first-in, first-out method) or market. The Company has specifically identified certain inventory as obsolete or slow-moving and has provided a full reserve for these parts. As of April 2, 2011 and January 1, 2011, inventories consisted of the following (all amounts in thousands):

	April 2, 2011			January 1, 2011
Raw materials	$	3,101		$	2,624
Work-in-progress		17,662			16,163
Finished goods		1,281			1,468
		22,044			20,255
Less: reserve for
excess and obsolete		(36	)		(36	)
Inventories, net	$	22,008		$	20,219

Income per share: The number of shares used in the income per common share computations for the three month periods ended April 2, 2011 and April 3, 2010 are as follows:

6

	April 2,		April 3,
	2011		2010
Basic:
Weighted average common shares outstanding		4,911		4,842
Diluted:
Dilutive effect of stock options		82		116
Weighted average shares diluted		4,993		4,958
Options excluded since anti—dilutive		586		575

Comprehensive Income (Loss): Comprehensive income (loss) for the three month period ended April 2, 2011 and April 3, 2010 consisted of unrealized losses on established cash flow hedges. Any comprehensive income (loss) related to the Company’s defined benefit pension plan is recorded at the end of the year, since the valuation used in connection with determining the amount of the change in the Company’s unfunded pension liability is determined only at the end of the year.

Accounting Pronouncements Not Yet Adopted: The Company does not expect any accounting pronouncements not yet adopted to have a significant impact on the Company.

NOTE B — FINANCING ARRANGEMENTS

Notes payable and long-term debt consist of the following (all amounts in thousands):

	April 2, 2011		January 1, 2011
Lines of credit	$	7,405	$	4,793
Term notes		8,512		8,967
Mortgage loans		5,203		5,261
		21,120		19,021
Less — equipment line of credit		1,675		743
Less — revolving line of credit		5,730		4,050
Less — current portion of long-term debt		4,259		4,370
	$	9,456	$	9,858

The Company’s credit facility with TD Bank, N.A. includes a revolving line of credit, which provides for borrowing up to $10,500 ($8,000 after reserving $2,500 for the scheduled payment of a term note in full on May 27, 2011). Borrowing is further limited to an amount determined by a formula based on percentages of receivables and inventory. Although payable on demand, the revolving line of credit is reviewed annually by the bank and renewed at its discretion.

As of April 2, 2011, the Company had $5,730 outstanding on its revolving line of credit and $1,675 outstanding on its equipment line of credit and had $2,270 and $3,025, respectively, available for additional borrowings.

7

NOTE C — INTEREST RATE SWAPS

The Company has two pay-fixed, receive-variable interest rate swaps to reduce exposure to changes in interest rates on certain senior long-term notes payable. Both relationships are designated as cash flow hedges and meet the criteria for the shortcut method for assessing hedge effectiveness; therefore, the hedge is considered to be 100% effective and all changes in the fair value of the interest rate swaps are recorded in consolidated accumulated other comprehensive income. These changes in fair value must be reclassified in whole or in part from consolidated accumulated other comprehensive income into earnings if, and when, a comparison of the swaps and the related hedged cash flows demonstrates that the shortcut method is no longer applicable. The Company expects these hedges to meet the criteria of the shortcut method for the duration of the hedging relationship and therefore, it does not expect to reclassify any portion of any unrealized income from consolidated accumulated other comprehensive income to earnings during the hedge terms.

NOTE D — DEFINED BENEFIT PENSION PLAN

The following table sets forth the components of net periodic benefit cost (all amounts in thousands):

	For the quarter ended
	April 2,			April 3,
	2011			2010
Components of net periodic benefit cost:
Interest cost	$	80		$	79
Expected return on plan assets		(77	)		(71	)
Amortization of acturial loss		32			30
Net periodic pension expense	$	35		$	38

Company contributions paid to the plan for the three month periods ended April 2, 2011 and April 3, 2010, totaled $38 and $0, respectively.

NOTE E — INCOME TAXES

The provision for income taxes is as follows (all amounts in thousands):

8

	For the quarter ended
	April 2,			April 3,
	2011			2010
Current provision	$	219		$	82
Deferred		(18	)		102
Total provision	$	201		$	184

The income tax provision for the three month period ended April 2, 2011 was calculated using an effective tax rate of 33%. The income tax provision for the three month period ended April 3, 2010, was calculated using an effective rate of 34%.

NOTE F — SUBSEQUENT EVENT

(all amounts in thousands)

The Company announced on April 27, 2011, that it had signed a multi-year agreement to supply additional engine parts to a leading European engine manufacturer, for use on a commercial airliner program. The agreement has a five-year term and is valued at approximately $42,000 over that period. The addition of this contract has resulted in total sales backlog of approximately $171,000 at April 28, 2011.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(in thousands)

Sales.

The Company’s sales increased $2,412 or 13.6% for the three month period ended April 2, 2011, as compared to the three month period ended April 3, 2010. Sales increases by product line for the three month period ended April 2, 2011 compared to the three month period ended April 3, 2010 were as follows:

	For the quarter ended
	April 2,		April 3,
Product Line	2011		2010		Change
EDAC Aero	$	13,716	$	12,554	$	1,162
Apex Machine Tool		4,673		3,987		686
EDAC Machinery		1,810		1,246		564
Total	$	20,199	$	17,787	$	2,412

9

Sales for the EDAC Aero product line increased $1,162 or 9.3%, for the three month period ended April 2, 2011, as compared to the three month period ended April 3, 2010. The increase was due to the shipment of parts for applications on new programs such as rotor aircraft and the geared turbofan engine.

Sales for the Apex Machine Tool product line increased $686, or 17.2% for the three month period ended April 2, 2011, as compared to the three month period ended April 3, 2010, due to new customers and increased business with current customers.

Sales for the EDAC Machinery product line increased $564, or 45.3% for the three month period ended April 2, 2011 as compared to the three month period ended April 3, 2010 due to increased orders for the SNI product line.

As of April 2, 2011, the Company’s total sales backlog was approximately $134,400 compared to $138,300, as of January 1, 2011. Backlog consists of accepted purchase orders and long-term contracts that are cancelable by the customer without penalty, except for payment of costs incurred. The Company presently expects to complete approximately $51,800 of its April 2, 2011 backlog during the remainder of the 2011 fiscal year. The remaining $82,600 of backlog is deliverable in fiscal year 2012 and beyond.

The Company announced on April 27, 2011, that it had signed a multi-year agreement to supply additional engine parts to a leading European engine manufacturer, for use on a commercial airliner program. The agreement has a five-year term and is valued at approximately $42,000 over that period. The addition of this contract has resulted in total sales backlog of approximately $171,000 on April 28, 2011.

Sales to the Company’s principal markets are as follows:

	For the quarter ended
	April 2,		April 3,
	2011		2010
Aerospace customers	$	14,456	$	13,597
Other		5,743		4,190
Total	$	20,199	$	17,787

Sales to aerospace customers increased $859, or 6.3%, for the three month period ended April 2, 2011, as compared to the three month period ended April 3, 2010, due primarily to increased shipments of jet engine parts to aerospace customers.

Sales to non-aerospace customers increased $1,553 or 37.1%, for the three month period ended April 2, 2011, as compared to the three month period ended April 3, 2010. The increase for the quarter was primarily due to increased sales in the EDAC Machinery product line and increased non-aerospace sales in the Apex product line.

Cost of Sales. Cost of sales as a percentage of sales decreased to 86.1% from 88.0% for the three month period ended April 2, 2011, compared to the three month period ended April 3, 2010. The decrease

10

for the period was primarily due to the sales levels increasing in all product lines more significantly than manufacturing costs due to the fixed element or semi-variable element of certain manufacturing costs.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased approximately $215 or 12.4% for the three month period ended April 2, 2011, as compared to the three month period ended April 3, 2010, due to increased commission and professional expense.

Interest Expense. Interest expense increased approximately $34, or 15.0%, for the three month period ended April 2, 2011, compared to the three month period ended April 3, 2010. The increase was due to increased borrowing levels associated with increases in accounts receivable and inventories.

Other Income. Other income decreased approximately $355 or 98.6%, due to a gain in the three month period ended April 3, 2010 in the amount of $350 from the recognition of a deposit on an equipment purchase made by AERO prior to its acquisition by the Company. The Company was not originally aware of the deposit as of the May 27, 2009 acquisition date.

Income Taxes. The income tax provision for the three month period ended April 2, 2011, was calculated using an effective tax rate of 33%. The income tax provision for the three month period ended April 3, 2010, was calculated using an effective rate of 34%.

Liquidity and Capital Resources.

Cash Flow used in Operating Activities

	Three Months Ended
	April 2,			April 3,
	2011			2010
Net cash flows used in operating activities:		($1,152	)		($1,379	)

Impacting cash flow for the first three months of 2011 was cash used by working capital items in the amount of $2,228, which consisted primarily of increases in accounts receivable and inventories of $2,493 and $1,789, respectively, due to the increases in sales and backlog.

Impacting cash flow for the first three months of 2010 was cash used by working capital items in the amount of $2,271 and consisted primarily of increases in accounts receivable and inventory of $1,681 and $206, respectively.

11

Cash Flow used in Investing Activities

	Three Months Ended
	April 2,			April 3,
	2011			2010
Net cash flows used in investing activities:		($767	)		($394	)

Cash used in investing activities reflects expenditures for machinery and equipment to increase machining capacity. Total expected capital expenditures for the remainder of the current fiscal year are primarily for machinery and equipment of approximately $2.7 million.

Cash Flow from Financing Activities

	Three Months Ended
	April 2,		April 3,
	2011		2010
Net cash flows provided by financing activities:	$	2,223	$	1,439

During the three months ended April 2, 2011, payments of $513 against term debt were offset by borrowings on the revolving line of credit and the equipment line of credit of $1,680, and $932, respectively. For the three months ended April 3, 2010, payments of $470 against term debt were offset by borrowings on the line of credit of $1,900.

The Company’s credit facility with TD Bank, N.A. includes a revolving line of credit, which provides for borrowing up to $10,500 ($8,000 after reserving $2,500 for the scheduled payment of a term note in full on May 27, 2011). Borrowing is limited to an amount determined by a formula based on percentages of receivables and inventories. The revolving line of credit is reviewed annually by the bank and renewed at its discretion.

As of April 2, 2011, the Company had $5,730 outstanding on its revolving line of credit and $1,675 outstanding on its equipment line of credit and $2,270 and $3,025, respectively, available for additional borrowings.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Management’s Discussion and Analysis and Note A to the Consolidated Financial Statements in the Company’s Annual Report, incorporated by reference in Form 10-K for the Company’s fiscal year 2010, describe the significant accounting policies used in preparation of the Consolidated Financial Statements. Actual results in these areas could differ from management’s estimates.

12

Accounts receivable — The Company evaluates its allowance for doubtful accounts by considering the age of each invoice, the financial strength of the customer, the customer’s past payment record and subsequent payments.

Inventories — The Company has specifically identified certain inventory as obsolete or slow-moving and provided a full reserve for these parts. The assumption is that these parts may not be sold. The assumptions and the resulting reserve have been accurate in the past, and are not likely to change materially in the future.

Share-based compensation — Share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant). The Company estimates the fair value of stock options using the Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options include the expected option term, the expected volatility of the Company’s stock over the option’s expected term, the risk-free interest rate over the option’s expected term, and the Company’s expected annual dividend yield. The Company believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of the Company’s stock options. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards.

Pension- The Company maintains a defined benefit pension plan. Assumptions used in accounting for the plan include the discount rate and expected rate of return on plan assets. The assumptions are determined based on appropriate market indicators and are evaluated each year as of the Plan’s measurement date. A change in either of these assumptions would have an effect on the Company’s net periodic benefit cost.

Income Taxes — The Company recognizes deferred tax assets when, based upon available evidence, realization is more likely than not. The Company has no uncertain tax positions at April 2, 2011.

All statements other than historical statements contained in this Form 10-Q constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Without limitation, these forward looking statements include statements regarding the Company’s business strategy and plans, statements about the adequacy of the Company’s working capital and other financial resources, statements about the Company’s bank agreements, statements about the Company’s backlog, statements about the Company’s action to improve operating performance, and other statements herein that are not of an historical nature. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and other factors, many of which are outside of the Company’s control, that could cause actual results to differ materially from such statements. These include, but are not limited to, factors which could affect demand for the Company’s products and services such as changes in customer delivery schedules; general economic conditions and economic conditions in the aerospace industry and the other industries in which the Company competes; competition from the Company’s

13

competitors; the adequacy of the Company’s revolving credit facility and other sources of capital; and other factors discussed in the Company’s annual report on Form 10-K for the fiscal year ended January 2, 2010. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required under Regulation S-K for “smaller reporting companies”.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure and procedures

The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), as of April 2, 2011 and, based on this evaluation, concluded that the Company’s disclosure controls and procedures are functioning in an effective manner in that they provide reasonable assurance that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Changes in internal control over financial reporting

No changes in the Company’s internal control over financial reporting occurred during the three months ended April 2, 2011, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 6. EXHIBITS

3.1*	EDAC’s Amended and Restated Articles of Incorporation.
3.2*	Articles of Amendment to EDAC’s Amended and Restated Articles of Incorporation.
3.3*	EDAC’s Amended and Restated By-laws .
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended.

* Incorporated by reference

14

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.

	EDAC TECHNOLOGIES CORPORATION
April 28, 2011	By	/s/ Glenn L. Purple
		Glenn L. Purple, Chief Financial
		Officer and duly authorized officer

15

EXHIBIT INDEX

NUMBER	DESCRIPTION
3.1	EDAC’s Amended and Restated Articles of Incorporation. (1)
3.2	Articles of Amendment to EDAC’s Amended and Restated Articles of Incorporation. (2)
3.3	EDAC’s Amended and Restated By-laws. (3)
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended.

(1)	Exhibit incorporated by reference to the Company’s registration statement on Form S-1 dated August 6, 1985, commission file No. 2-99491, Amendment No.1.
(2)	Exhibit incorporated by reference to the Company’s Report on Form 10-Q dated July 30, 2008.
(3)	Exhibit incorporated by reference to the Company’s Report on Form 8-K dated February 19, 2002.
*	Filed herewith.

16