Impairment of long-lived assets was $8.8 million for the nine months ended September 30, 2006, consisting of a $6.6 million charge for the abandonment of our enterprise resource planning implementation, $1.4 million for impairment of building and land in Switzerland, and $0.8 million for other impairment charges related to the closure of our carbon electrode facility in Columbia, Tennessee.
Antitrust investigations and related lawsuits and claims was $2.5 million for the nine months ended September 30, 2006, consisting of expenses incurred for the settlement of foreign customer related lawsuits.
Average total debt outstanding was $736.8 million in the nine months ended September 30, 2006 as compared to $703.4 million in the nine months ended September 30, 2005. The average interest rate was 7.2% in the nine months ended September 30, 2006 as compared to 6.8% in the nine months ended September 30, 2005. These average rates represent the average rates on total debt outstanding and include the benefits, if any, of our interest rate swaps.
The provision for income taxes was a charge of $19.3 million in the nine months ended September 30, 2006 as compared to a charge of $8.4 million in the nine months ended September 30, 2005. The income tax rate was approximately 58% in the nine months ended September 30, 2006 as compared to approximately 28% in the nine months ended September 30, 2005. During the 2005 third quarter, we completed and filed our 2004 federal income tax return that included a significant tax election. As a result of completing the return, we identified adjustments required to our 2004 estimates, resulting in a $5.2 million tax benefit in the 2005 third quarter.
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The remaining difference is related to the unfavorable tax impact of restructuring, impairment, and other charges in 2006.
As a result of the matters described above, net income was $14.1 million in the nine months ended September 30, 2006 as compared to net income of $22.8 million in the nine months ended September 30, 2005.
Effects of Changes in Currency Exchange Rates
We incur costs in dollars and the currency of each of the six non-U.S. countries in which we have a manufacturing facility, and we sell our products in multiple currencies. In general, our results of operations, cash flows and financial condition are affected by changes in currency exchange rates affecting these currencies relative to the dollar and, to a limited extent, each other.
Many of the non-U.S. countries in which we have a manufacturing facility have been subject to significant economic changes, which have significantly impacted currency exchange rates. We cannot predict changes in currency exchange rates in the future or whether those changes will have net positive or negative impacts on our net sales, cost of sales or net income. We cannot assure you that we would be able to mitigate any adverse effects of such changes.
During the nine months ended September 30, 2006, the average exchange rate of the Brazilian real and the Mexican peso increased about 15% and 1%, respectively, when compared to the average exchange rate for the nine months ended September 30, 2005. During the nine months ended September 30, 2006, the average exchange rate of the Euro and the South African rand decreased about 3% and 4%, respectively, when compared to the average exchange rate for the nine months ended September 30, 2005.
In the case of net sales of synthetic graphite, the impact of these events was a decrease of about $4.0 million in the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. In the case of cost of sales of synthetic graphite, the impact of these events was an increase of about $3.2 million in the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005.
We have non-dollar denominated intercompany loans between GrafTech Finance and some of our foreign subsidiaries. At September 30, 2006, the aggregate principal amount of these loans was $429.5 million. These loans are subject to remeasurement gains and losses due to changes in currency exchange rates. A portion of these loans are deemed to be essentially permanent and, as a result, remeasurement gains and losses on these loans are recorded as a component of accumulated other comprehensive loss in the stockholders’ deficit section of the Consolidated Balance Sheets. The balance of these loans is deemed to be temporary and, as a result, remeasurement gains and losses on these loans are recorded as currency (gains) losses in other (income) expense, net, on the Consolidated Statements of Operations. In the nine months ended September 30, 2005, we had a net total of $12.3 million in currency losses, including $12.0 million of exchange losses due to the remeasurement of intercompany loans and
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translation of financial statements of foreign subsidiaries which use the dollar as their functional currency. In the nine months ended September 30, 2006, we had a net total of $0.8 million in currency gains, including $1.0 million of exchange gains due to the remeasurement of inter-company loans and translation of financial statements of foreign subsidiaries which use the dollar as their functional currency. To manage certain exposures to specific financial market risks caused by changes in currency exchange rates, we use various financial instruments as described under “Item 3 –Qualitative and Quantitative Disclosures about Market Risk.”
Liquidity and Capital Resources
Our sources of funds have consisted principally of invested capital, cash flow from operations and debt and equity financings. Our uses of those funds (other than for operations) have consisted principally of debt reduction, capital expenditures, payment of fines, liabilities and expenses in connection with antitrust investigations, lawsuits and claims, payment of restructuring costs, pension and post-retirement contributions and payments and other obligations.
We are highly leveraged and have other substantial obligations. At September 30, 2006, we had total debt of $696.1 million, cash and cash equivalents of $18.7 million and a stockholders’ deficit of $185.7 million.
As part of our cash management activities, we periodically factor or discount (by selling) certain accounts receivable to third parties. For the nine months ended September 30, 2006, certain subsidiaries sold receivables at a cost lower than the cost to borrow a comparable amount for a comparable period under the Revolving Facility. Proceeds of the sale of receivables were used to reduce debt. If we had not sold receivables, our accounts receivable and our debt would have been about $13.1 million higher at December 31, 2005 and about $20.8 million higher at September 30, 2006. All receivables sold during 2005 and the nine months ended September 30, 2006 were sold without recourse, and no amount of accounts receivable sold remained on the Consolidated Balance Sheet at December 31, 2005 and September 30, 2006.
We use cash and cash equivalents, funds available under the Revolving Facility (subject to continued compliance with the financial covenants and representations under the Revolving Facility), as well as cash flow from operations as our primary sources of liquidity. The Revolving Facility provides for maximum borrowings of up to $215.0 million. At September 30, 2006, $176.4 million was available (after consideration of outstanding revolving and swingline loans of $30.0 million and outstanding letters of credit of $8.6 million). It is possible that our future ability to borrow under the Revolving Facility may effectively be less because of the impact of additional borrowings upon our compliance with the maximum net senior secured debt leverage ratio permitted or minimum interest coverage ratio required under the Revolving Facility.
At September 30, 2006, we were in compliance with all financial and other covenants contained in the Senior Notes, the Debentures and the Revolving Facility, as applicable.
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At September 30, 2006, 4.4% (or $30.8 million) of our total debt, excluding the fair value adjustments to debt and unamortized bond premium, consisted of variable rate obligations.
At September 30, 2006, the Revolving Facility had a variable interest rate of 7.6%, our $434.6 million principal amount of Senior Notes had a fixed rate of 10.25% and our $225 million principal amount of Debentures had a fixed rate of 1.625%. We estimate interest expense to be approximately $58 million for 2006.
We expect to continue to implement interest rate management initiatives to seek to minimize interest expense and optimize the risk in our portfolio of fixed and variable interest rate obligations as described under “Item 3 –Quantitative and Qualitative Disclosures about Market Risk” in this Report.
Cash Flow and Plans to Manage Liquidity. As a result of our significant leverage and other substantial obligations, our business strategies include efforts to enhance our capital structure by further reducing our gross obligations. Accordingly, we have placed the highest priority on accelerating the amount and speed of cash generated every day. Our efforts include leveraging our unique global manufacturing network by driving higher utilization rates and more productivity from our existing assets, accelerating commercialization initiatives across all of our businesses and realizing other global efficiencies. We also continue to evaluate other opportunities to reduce our obligations, including the obligations associated with our U.S. defined benefit plan, which was frozen in 2003.
Typically, the first quarter of each year results in neutral or negative cash flow from operations due to various factors. These factors include customer order patterns, fluctuations in working capital requirements, customer responses to price initiatives by us or our competitors and other factors. Our cash flow from operations in the first and third quarters typically is adversely impacted by the semi-annual interest payments on the Senior Notes and the Debentures. The second and fourth quarters correspondingly benefit from the absence of such interest payments.
As part of our cash management activities, we seek to manage accounts receivable credit risk and collections, and payment of accounts payable to maximize our free cash at any given time and minimize accounts receivable losses. In order to seek to minimize our credit risks, we periodically reduce our sales of, or refuse to sell (except for cash on delivery), graphite electrodes to some customers and potential customers in the U.S. and, to a limited extent, elsewhere. We cannot assure you that we will not be materially adversely affected by accounts receivable losses in the future.
We use cash and cash equivalents, funds available under the Revolving Facility and cash flow from operations as our primary sources of liquidity. We believe that our business strategies will continue to improve the amount and speed of cash generated from operations under current economic conditions. Improvements in cash flow from operations resulting from these strategies are being partially offset by associated cash implementation costs while they are being implemented. We also believe that our planned asset sales together with these improvements in
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cash flow from operations should allow us to reduce our debt and other obligations over the long term.
We may from time to time and at any time repurchase Senior Notes or Debentures in open market or privately negotiated transactions, opportunistically on terms that we believe to be favorable. These purchases may be effected for cash (from cash and cash equivalents, borrowings under the Revolving Facility or new credit facilities, or proceeds from sale of debt or equity securities or assets), in exchange for common stock or other equity or debt securities, or a combination thereof. We will evaluate any such transaction in light of then prevailing market conditions and our then current and prospective liquidity and capital resources, including projected and potential needs and prospects for access to capital markets. Any such transactions may, individually or in the aggregate, be material.
We have in the past entered into, and may in the future enter into, natural gas derivative contracts and short duration fixed rate purchase contracts to effectively fix some or all of our natural gas cost exposure, as described under “Quantitative and Qualitative Disclosure about Market Risks” in this Report. We are required to provide cash collateral to certain counterparties to the extent that the fair market value of the natural gas derivative contracts exceeds a specific threshold. At September 30, 2006, we were not required to provide any cash collateral.
Our high leverage and other substantial obligations could have a material impact on our liquidity. Cash flow from operations services payment of our debt and other obligations thereby reducing funds available to us for other purposes. Our leverage and these obligations make us more vulnerable to economic downturns.
We believe that the long-term fundamentals of our business continue to be sound. Accordingly, although we cannot assure you that such will be the case, we believe that, based on our expected cash flow from operations, our existing capital resources, and taking into account our working capital needs and our efforts to reduce costs, improve efficiencies and product quality, and accelerate commercialization of new products and cash flow, we will be able to manage our liquidity to permit us to service our debt and meet our obligations when due.
Cash Flow Used in Operating Activities. Cash flow provided by operating activities was $44.6 million in the nine months ended September 30, 2006 and cash used in operations was $20.0 million in the same period in 2005, an improvement of $64.6 million.
In the nine months ended September 30, 2006, net income, after adding back the net effect from non-cash items, amounted to $73.3 million. The non-cash items consisted of $30.0 million for depreciation and amortization, $3.7 million for deferred income taxes, restructuring charges of $7.7 million, impairments of $8.8 million, and other charges of $9.0 million. Net cash used by net working capital of $8.1 million primarily consisted of increases in inventory of $13.5 million, payments made for antitrust related items of $17.6 million, payments for restructuring items, primarily severance and related benefit payments, of $9.5 million, a decrease in interest payable of $11.9 million, and an increase in prepaid and other current assets of $1.8 million. These uses of cash were offset by cash provided
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by accounts receivable and factoring of $45.7 million, and an increase in accounts payable and other accrued items of $0.5 million. Also affecting cash flow from operations for the nine months ended September 30, 2006 was a change in post retirement benefits of $10.7 million and long-term assets and liabilities of $9.8 million.
Cash used in operating activities was $20.0 million in the nine months ended September 30, 2005. Net income, after adding back the net effect from non-cash items, amounted to $68.9 million. Such income was used in operating activities as follows: a reduction in interest payable of $12.0 million, a reduction of payables of $24.4 million primarily due to timing of payment patterns, including our semi-annual interest payments on the Senior Notes and the Debentures, an increase in inventories of $41.9 million and an increase of $1.0 million in other current assets offset by a decrease in accounts receivables of $26.3 million due to improved collection efforts and, to a lesser extent, the factoring of accounts receivables. Other uses in the nine months ended September 30, 2005 consisted of $12.4 million of payments for antitrust investigations and related lawsuits and claims, $4.7 million of restructuring costs related to severance and related payments, a $7.9 million change in long-term assets and liabilities, and $10.4 million of other payments consisting primarily of pension and post-retirement contributions and payments.
Cash Flow Used in Investing Activities. Cash flow used in investing activities was $22.5 million in the nine months ended September 30, 2006 and $42.8 million in the same period in 2005. In the nine months ended September 30, 2006, capital expenditures amounted to $34.2 million and related primarily to graphite electrode productivity and production stability initiatives and other essential capital maintenance. In addition, other uses of cash included the purchase of forward currency contracts and other costs for patents amounting to $1.0 million. These uses of cash were offset by proceeds from the sale of assets of $12.7 million, primarily related to the sale of a building in Etoy, Switzerland of $7.1 million and other fixed assets at our carbon electrode operations as well as cash received as a deposit for the anticipated sale of land at our Caserta, Italy location of about $2.4 million.
Capital expenditures amounted to $36.2 million for the nine months ended September 30, 2005. Such uses were offset primarily by $1.8 million in proceeds from the sale of derivative instruments and $8.7 million in connection with the sale of $450 million notional amount of interest rate swaps in the first half of 2005.
Cash Flow Provided by Financing Activities. Cash flow used in financing activities was $9.7 million in the nine months ended September 30, 2006 and during the same period in 2005 cash provided by financing activities was $46.6 million.
During the nine months ended September 30, 2006, we borrowed $449.3 million under the Revolving Facility and made payments of $459.0 million. We used these borrowings to fund working capital requirements.
During the nine months ended September 30, 2005, we borrowed $122.5 million under the Revolving Facility, borrowed $1.1 million of other short-term debt and made payments of $72.2 million against the Revolving Facility. In the nine months ended September 30, 2005, we
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also paid $4.8 million of financing costs in conjunction with the refinancing of the Revolving Facility.
Restrictions on Dividends and Stock Repurchases
A description of the restrictions on our ability to pay dividends and our ability to repurchase common stock is set forth under “Item 5 – Dividend Policies and Restrictions” in the Annual Report and such description is incorporated herein by reference. Such description contains all of the information required with respect thereto.
Recent Accounting Pronouncements
A description of recent accounting pronouncements is set forth under “New Accounting Standards” in Note 2 to the Notes to the Consolidated Financial Statements contained in this Report, and such description is incorporated herein by reference. Such description contains all of the information required with respect thereto.
Description of Our Financing Structure
A description of the Revolving Facility, the Senior Notes and the Debentures is set forth under “Long-Term Debt and Liquidity” in the Annual Report and such description is incorporated herein by reference.
Antitrust Litigation Against Us
In 1997, the DOJ and the EU Competition Authority commenced investigations into alleged violations of the antitrust laws in connection with the sale of graphite electrodes. The antitrust authorities in Canada, Japan and Korea subsequently began similar investigations. The EU Competition Authority also commenced an investigation into alleged antitrust violations in connection with the sale of specialty graphite. These antitrust investigations have been resolved. Several of the investigations resulted in the imposition of fines against us. These fines, or payments in accordance with a payment schedule in the case of the DOJ antitrust fine, have been timely paid. At December 31, 2005 and September 30, 2006, $26.0 million and $10.8 million remained in the reserve for liabilities and expenses in connection with these antitrust investigations and related lawsuits and claims, respectively. The reserve is unfunded and represents the remaining DOJ antitrust fine obligation with quarterly payments scheduled through January 2007.
Between 1999 and March 2002, we and other producers of graphite electrodes were served with four complaints commencing separate civil antitrust lawsuits in the United States District Court for the Eastern District of Pennsylvania. These lawsuits are called the “foreign customer lawsuits.” By agreement dated as of June 21, 2006, all defendants agreed to settle the lawsuit titled Arbed, S.A., et al. v. Mitsubishi Corporation, et al. In addition, definitive agreements were executed settling the three remaining foreign customer lawsuits titled, Ferromin International Trade Corporation, et al. v. UCAR International Inc., et al., BHP New Zealand Ltd. et al. v.
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UCAR International Inc., et al. and Saudi Iron and Steel Company v. UCAR International Inc., et al. In the second quarter of 2006, we recorded a $2.5 million charge for these settlements. In the third quarter, we made all payments related to the settlements.
Through September 30, 2006, we will have settled or obtained dismissal of all of the civil antitrust lawsuits (including class action lawsuits) previously pending against us, certain civil antitrust lawsuits threatened against us and certain possible civil antitrust claims against us arising out of alleged antitrust violations occurring prior to the date of the relevant settlements in connection with the sale of graphite electrodes, carbon electrodes and bulk graphite products. All payments due have been timely paid.
It is possible that additional antitrust investigations, lawsuits or claims could be commenced or asserted against us in the U.S. and in other jurisdictions. We are currently not reserved for any new potential matters.
Other Matters and Proceedings Against Us
We are involved in various other investigations, lawsuits, claims and other legal proceedings incidental to or arising out of the conduct of our business. While it is not possible to determine the ultimate disposition of each of them, we do not believe that their ultimate disposition will have a material adverse effect on our financial position, results of operations or cash flows.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risks primarily from changes in interest rates, currency exchange rates, and commercial energy rates. We routinely enter into various transactions that have been authorized according to documented policies and procedures to manage these well-defined risks. These transactions relate primarily to financial instruments described below. Since the counterparties to these financial instruments are large commercial banks and similar financial institutions, we do not believe that we are exposed to material counterparty credit risk. We do not use financial instruments for trading purposes.
Our exposure to changes in interest rates results primarily from floating rate long-term debt tied to LIBOR or euro LIBOR. Our exposure to changes in currency exchange rates results primarily from:
• | sales made by our subsidiaries in currencies other than local currencies; |
• | raw material purchases made by our foreign subsidiaries in currencies other than local currencies; and |
• | investments in and intercompany loans to our foreign subsidiaries and our share of the earnings of those subsidiaries, to the extent denominated in currencies other than the dollar. |
Our exposure to changes in energy costs results primarily from the purchase of natural gas and electricity for use in our manufacturing operations.
Interest Rate Risk Management. We periodically implement interest rate management initiatives to seek to minimize our interest expense and optimize the risk in our portfolio of fixed and variable interest rate obligations. At December 31, 2005 and September 30, 2006, we had no interest rate swaps outstanding.
When we sell a fair value hedge swap, the gain or loss is amortized as a credit or charge to interest expense over the remaining term of the Senior Notes. When we effectively reduce the outstanding principal amount of the Senior Notes (through debt-for-equity exchanges, repurchases or otherwise), the related portion of such credit or charge is accelerated and recorded in the period in which such reduction occurs.
We periodically enter into agreements with financial institutions that are intended to limit, or cap, our exposure to incurrence of additional interest expense due to increases in variable interest rates. These instruments effectively cap our interest rate exposure. At December 31, 2005 and September 30, 2006, we had no outstanding interest rate caps.
Currency Rate Management. We periodically enter into foreign currency instruments to attempt to manage exposure to changes in currency exchange rates. These foreign currency instruments, which include, but are not limited to, forward exchange contracts and purchased currency options, attempt to hedge global currency exposures, net, relating to euro-denominated
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debt and identifiable foreign currency receivables, payables and commitments held by our foreign and domestic subsidiaries. Forward exchange contracts are agreements to exchange different currencies at a specified future date and at a specified rate. Purchased foreign currency options are instruments which give the holder the right, but not the obligation, to exchange different currencies at a specified rate at a specified date or over a range of specified dates. The result is the creation of a range in which a best and worst price is defined, while minimizing option cost. At December 31, 2005, there were no outstanding contracts. At September 30, 2006, we had one outstanding foreign currency exchange contract to mitigate exposure in the fluctuation of the euro. We recognized $0.2 million in charges in the nine months ended September 30, 2006.
Commercial Energy Rate Management. We periodically enter into natural gas derivative contracts and short duration fixed rate purchase contracts to effectively fix some or all of our natural gas cost exposure. At September 30, 2006, we had fixed about 36% of our worldwide natural gas exposure through such contracts. The outstanding contracts at December 31, 2005 were a nominal receivable. The loss on outstanding contracts for the nine months ended September 30, 2006 amounted to $1.9 million. We are required to provide cash collateral to certain counterparties to the extent that the fair market value of the natural gas derivative contracts exceeds a specific threshold. At September 30, 2006, we were not required to provide any cash collateral.
Sensitivity Analysis. We used a sensitivity analysis to assess the potential effect of changes in currency exchange rates, interest rates and commercial energy rates on results of operations for the nine months ended September 30, 2006. Based on this analysis, a hypothetical 10% weakening or strengthening in the dollar across all other currencies would have changed our reported gross margin for the nine months ended September 30, 2006 by about $3.6 million. Based on this analysis, a hypothetical increase in interest rates of 100 basis points would have increased our interest expense by about $0.2 million for the nine months ended September 30, 2006.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. Management is responsible for establishing and maintaining adequate disclosure controls and procedures at the reasonable assurance level. Disclosure controls and procedures are designed to ensure that information required to be disclosed by a reporting 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. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by it in the reports that it files under the Exchange Act is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
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Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report, and, based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that these controls and procedures are effective at the reasonable assurance level as of September 30, 2006.
Disclosure controls and procedures are our controls that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Controls Over Financial Reporting. In the Annual Report, we announced the consolidation and relocation of our principal executive office from Wilmington, Deleware, Clarksville, Tenssessee, and Etoy, Switzerland to Parma, Ohio. As a result, during the first quarter of 2006, a significant number of our corporate employees (including employees involved in our control environment) elected not to relocate and left employment with us following a period during which their functions were transitioned to other employees hired in Parma. Additionally, in 2005, we also announced the termination of our business process services agreement with CGI. Under this agreement, CGI managed certain of our accounting and finance functions and played a role in performing certain internal control functions. We no longer rely on CGI to perform these functions. The agreement’s effective termination date was February 28, 2006.
Beginning in the 2005 fourth quarter and continuing in 2006, we have engaged in activities designed to ensure a smooth transition in connection with, and mitigate any material disruption to our business or our internal control over financial reporting resulting from these events.
Except as described above, there has been no change in our internal controls over financial reporting that occurred during the 2006 third quarter that materially affected or is reasonably likely to materially affect our internal controls over financial reporting.
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Item 1. Legal Proceedings
This information required in response to this Item is set forth under “Contingencies” in Note 13 to the Notes to Consolidated Financial Statements contained in this Report, and such description is hereby incorporated by reference.
Item 6. Exhibits
The exhibits listed in the following table have been filed as part of this Report.
| ExhibitNumber | |
Description of Exhibit |
| 31.1 | | Certification pursuant to Rule 13a-14(a) under the Exchange Act by Craig S. Shular, Chief Executive Officer & President. |
| 31.2 | | Certification pursuant to Rule 13a-14(a) under the Exchange Act by Mark Widmar, Vice President and Chief Financial Officer. |
| 32.1 | | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Craig S. Shular, Chief Executive Officer & President. |
| 32.2 | | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Mark Widmar, Vice President and Chief Financial Officer. |
SIGNATURE
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.
GRAFTECH INTERNATIONAL LTD. |
Date: November 7, 2006 | By: | |
| Mark Widmar |
| | | |
Vice President and Chief Financial Officer (Principal Accounting Officer)
EXHIBIT INDEX
| ExhibitNumber | |
Description of Exhibit |
| 31.1 | | Certification pursuant to Rule 13a-14(a) under the Exchange Act by Craig S. Shular, Chief Executive Officer & President. |
| 31.2 | | Certification pursuant to Rule 13a-14(a) under the Exchange Act by Mark Widmar, Vice President and Chief Financial Officer. |
| 32.1 | | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Craig S. Shular, Chief Executive Officer & President. |
| 32.2 | | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Mark Widmar, Vice President and Chief Financial Officer. |
