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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
of the securities exchange act of 1934
For the transition period from ___________________ to ___________________
Commission file number 0-1491
BEST LOCK CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 35-1092570
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 50444, INDIANAPOLIS, INDIANA 46250
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 849-2250
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
Indicate the number of shares outstanding of each of the registrant's classes of
common, as of July 26, 1996.
COMMON STOCK 121,653.85 SHARES
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INDEX
Part I. Financial Information Page No.
- ------------------------------- --------
Item 1. Financial Statements
Condensed Consolidated Statements of Income for the three months
ended June 30, 1996 and 1995 3
Condensed Consolidated Statements of Income for the six months
ended June 30, 1996 and 1995 4
Condensed Consolidated Balance Sheets at June 30, 1996 and
December 31, 1995 5-6
Condensed Consolidated Statements of Shareholders' Equity at
June 30, 1996 and December 31, 1995 7
Condensed Consolidated Statements of Cash Flows for the six months
ended June 30, 1996 and 1995 8
Notes to Condensed Consolidated Financial Statements 9-10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
Part II. Other Information
- ---------------------------
Item 1. Legal Proceedings 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signature 13
- ---------
2
BEST LOCK COMPANIES
BEST LOCK CORPORATION AND SUBSIDIARY
BEST UNIVERSAL LOCK CO. ( A NON-OPERATING HOLDING COMPANY) AND SUBSIDIARIES
FRANK E. BEST, INC. (A NON-OPERATING HOLDING COMPANY) AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
- -----------------------------------------------------------------------------------------------
Three Months Ended June 30
----------------------------------------
1996 1995
------------- ---------------
NET SALES $ 30,410,905 $ 29,081,585
OPERATING EXPENSES
Cost of goods sold 15,770,198 16,294,392
Selling 8,084,088 7,171,041
General and administrative 4,773,066 4,439,155
Engineering, research and development 211,535 591,675
------------- ---------------
Total operating expenses 28,838,887 28,496,263
------------- ---------------
OPERATING INCOME 1,572,038 585,322
Interest expense (278,229) (225,492)
Other income, net 33,440 104,233
------------- ---------------
INCOME before provision for income taxes 1,327,229 464,063
Provision for income taxes 583,535 172,480
------------- ---------------
NET INCOME, Best Lock Corporation and Subsidiary 743,694 291,583
Minority interest in net income, Best Lock
Corporation and Subsidiary (159,535) (38,258)
Corporate - Best Universal Lock Co. (expense) (22,180) (10,306)
------------- ---------------
NET INCOME, Best Universal Lock Co.
and Subsidiaries 561,979 243,019
Minority interest in net income, Best Universal
Lock Co. and Subsidiaries (94,638) (53,005)
Corporate - Frank E. Best, Inc. income (expense) 10,041 (12,336)
------------- ---------------
NET INCOME, Frank E. Best, Inc. and Subsidiaries $ 477,382 $ 177,678
------------- ---------------
------------- ---------------
Best Universal Lock Co.
Best Lock ------------------------ Frank E.
Corporation Series A Series B Best, Inc.
----------- --------- ---------- ----------
Earnings per common share, three months ended:
June 30, 1996 $ 6.11 $ 1.56 $ 1.56 $ 1.73
----------- --------- ---------- ----------
----------- --------- ---------- ----------
June 30, 1995 $ 2.35 $ 0.64 $ 0.64 $ 0.42
----------- --------- ---------- ----------
----------- --------- ---------- ----------
Weighted average shares outstanding, three months ended:
June 30, 1996 121,653.85 60,739.31 300,000.00 275,408.89
----------- --------- ---------- ----------
----------- --------- ---------- ----------
June 30, 1995 124,260.08 78,774.16 300,000.00 420,764.51
----------- --------- ---------- ----------
----------- --------- ---------- ----------
See accompanying notes to condensed consolidated financial statements.
3
BEST LOCK COMPANIES
BEST LOCK CORPORATION AND SUBSIDIARY
BEST UNIVERSAL LOCK CO. ( A NON-OPERATING HOLDING COMPANY) AND SUBSIDIARIES
FRANK E. BEST, INC. (A NON-OPERATING HOLDING COMPANY) AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Unaudited)
- -----------------------------------------------------------------------------------------------
Six Months Ended June 30
-------------------------------
1996 1995
-------------- --------------
NET SALES $ 57,697,992 $ 58,237,873
OPERATING EXPENSES
Cost of goods sold 30,958,594 32,108,914
Selling 16,769,279 14,065,993
General and administrative 9,300,894 8,828,958
Engineering, research and development 639,593 1,217,115
-------------- --------------
Total operating expenses 57,668,360 56,220,980
-------------- --------------
OPERATING INCOME (LOSS) 29,632 2,016,893
Interest expense (578,518) (362,838)
Other income, net 114,992 236,752
-------------- --------------
INCOME (LOSS) before provision for income taxes (433,894) 1,890,807
Provision (benefit) for income taxes (85,809) 770,021
-------------- --------------
NET INCOME (LOSS), Best Lock Corporation and Subsidiary (348,085) 1,120,786
Minority interest in net (income) loss, Best
Lock Corporation and Subsidiary 74,763 (214,008)
Corporate - Best Universal Lock Co. (expense) (28,628) (10,402)
-------------- --------------
NET INCOME (LOSS), Best Universal Lock Co. and Subsidiaries (301,950) 896,376
Minority interest in net (income) loss, Best Universal
Lock Co. and Subsidiaries 50,837 (245,337)
Corporate - Frank E. Best, Inc. income (expense) 31,107 (12,402)
-------------- --------------
NET INCOME (LOSS), Frank E. Best, Inc. and Subsidiaries $ (220,006) $ 638,637
-------------- --------------
-------------- --------------
Best Universal Lock Co.
Best Lock ----------------------- Frank E.
Corporation Series A Series B Best, Inc.
----------- ---------- ---------- ----------
Earnings (loss) per common share, six months ended:
June 30, 1996 $ (2.86) $ (0.84) $ (0.84) $ (0.80)
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
June 30, 1995 $ 8.89 $ 2.35 $ 2.35 $ 1.37
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
Weighted average shares outstanding, six months ended:
June 30, 1996 121,653.85 60,739.31 300,000.00 275,408.89
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
June 30, 1995 126,033.90 80,741.94 300,000.00 466,090.17
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
See accompanying notes to condensed consolidated financial statements.
4
BEST LOCK CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
- -----------------------------------------------------------------------------------------------
June 30 December 31
1996 1995
------------- -------------
CURRENT ASSETS
Cash and cash equivalents $ 1,413,871 $ 1,348,876
Trade receivables
Direct 14,037,785 11,878,119
Sales representatives and other 2,686,795 1,893,871
Allowance for uncollectible accounts (246,797) (263,559)
Estimated refundable income taxes 1,774,175 2,628,103
Current portion of notes receivable 33,012 14,895
Inventories 10,461,972 11,383,059
Prepaid income taxes 4,474,631 4,239,578
Other prepaid expenses 168,391 379,905
------------- -------------
Total current assets 34,803,835 33,502,847
------------- -------------
PROPERTY, PLANT AND EQUIPMENT, at cost
Land and buildings 14,191,865 14,200,461
Machinery and equipment 28,749,865 28,941,851
Tooling 8,637,574 8,519,483
Furniture, fixtures and other 13,267,843 11,034,048
Construction work-in-progress 699,738 2,473,290
------------- -------------
65,546,885 65,169,133
Less - accumulated depreciation (36,621,315) (34,297,523)
------------- -------------
Total property, plant and equipment 28,925,570 30,871,610
------------- -------------
OTHER ASSETS
Long-term notes receivable 3,358,972 3,358,972
Other assets 1,223,734 1,283,467
------------- -------------
Total assets $ 68,312,111 $ 69,016,896
------------- -------------
------------- -------------
See accompanying notes to condensed consolidated financial statements.
5
BEST LOCK CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
- -----------------------------------------------------------------------------------------------
June 30 December 31
1996 1995
----------- -----------
CURRENT LIABILITIES
Notes payable and current portion of long-term debt $ 2,500 $ 2,500
Current portion of retirement benefit obligations 1,334,563 1,362,431
Accounts payable 3,053,780 3,517,797
Customer advances 1,591,471 1,433,801
Accrued liabilities
Income taxes 8,842 430,953
Property and other taxes 973,929 976,765
Payroll, vacation and benefits 4,976,337 5,195,317
Accrued severance 2,771,498 3,462,508
Other 349,212 194,497
----------- -----------
Total current liabilities 15,062,132 16,576,569
----------- -----------
LONG-TERM DEBT 15,816,236 15,197,079
RETIREMENT BENEFIT OBLIGATION 3,274,818 3,870,345
DEFERRED INCOME TAXES 3,263,645 2,120,957
----------- -----------
Total liabilities 37,416,831 37,764,950
----------- -----------
COMMON STOCK AND COMMON STOCK OF UNIVERSAL
AND BEST, REDEEMABLE UNDER STOCK BONUS PLAN 6,007,282 5,931,931
----------- -----------
SHAREHOLDERS' EQUITY
Common stock, no par value, 200,000 shares
authorized; 145,128.85 shares issued; 121,653.85
shares outstanding 1,407,841 1,407,841
Accumulated earnings 44,478,572 44,826,657
Cumulative translation adjustment (150,077) (141,496)
Common stock and common stock of Universal and
Best, redeemable under Stock Bonus Plan (6,007,282) (5,931,931)
Treasury stock (14,841,056) (14,841,056)
----------- -----------
Total shareholders' equity 24,887,998 25,320,015
----------- -----------
Total liabilities and shareholders' equity $68,312,111 $69,016,896
----------- -----------
----------- -----------
See accompanying notes to condensed consolidated financial statements.
6
BEST LOCK CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
- -----------------------------------------------------------------------------------------------
June 30 December 31
1996 1995
------------- -------------
COMMON STOCK, no par value, 200,000 shares
authorized; 145,128.85 shares issued; 121,653.85
shares outstanding $ 1,407,841 $ 1,407,841
------------- -------------
------------- -------------
ACCUMULATED EARNINGS
Balance at beginning of year 44,826,657 49,523,858
Net income (loss) - (six months ended June 30, 1996
and twelve months ended December 31, 1995) (348,085) (4,204,498)
Cash dividends received - 165,444
Cash dividends paid - (658,147)
------------- -------------
Balance at end of period 44,478,572 44,826,657
------------- -------------
COMMON STOCK AND COMMON STOCK OF UNIVERSAL
AND BEST, REDEEMABLE UNDER STOCK BONUS PLAN (6,007,282) (5,931,931)
------------- -------------
CUMULATIVE TRANSLATION ADJUSTMENT (150,077) (141,496)
------------- -------------
TREASURY STOCK
Balance at beginning of year (14,841,056) (784,355)
Shares purchased - (14,056,701)
------------- -------------
Balance at end of period (14,841,056) (14,841,056)
------------- -------------
Total shareholders' equity $ 24,887,998 $ 25,320,015
------------- -------------
------------- -------------
Cash dividends per share $ 0.00 $ 5.41
------------- -------------
------------- -------------
See accompanying notes to condensed consolidated financial statements.
7
BEST LOCK CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
- -----------------------------------------------------------------------------------------------
Six Months Ended June 30
----------------------------------------
1996 1995
-------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers $ 54,696,581 $ 57,786,506
Cash paid to suppliers and employees (55,406,074) (59,875,573)
Interest received 140,718 346,864
Interest paid (676,276) (257,227)
Income taxes paid 1,426,398 (1,541,888)
-------------- -------------
Net cash provided (used) by operating activities 181,347 (3,541,318)
-------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property, plant and equipment 2,875 81,351
Capital expenditures (733,665) (3,176,596)
-------------- -------------
Net cash used in investing activities (730,790) (3,095,245)
-------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings against unsecured line of credit 25,000,000 12,232,472
Payments on unsecured line of credit (24,380,843) (8,559,729)
-------------- -------------
Net cash provided by financing activities 619,157 3,672,743
-------------- -------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (4,719) 3,730
-------------- -------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 64,995 (2,960,090)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,348,876 4,792,083
-------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,413,871 $ 1,831,993
-------------- -------------
-------------- -------------
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Net income (loss) $ (348,085) $ 1,120,786
Adjustments-
Depreciation and amortization 2,733,026 2,227,037
Provision for losses on accounts receivable 51,326 55,242
(Gain) loss on sale of property, plant and equipment 66,821 (1,814)
Changes in assets and liabilities-
(Increase) decrease in
Accounts and notes receivable (3,042,506) (737,505)
Refundable income taxes 853,928 (298,572)
Inventories 917,492 (1,803,796)
Prepaid income taxes and other expenses (23,538) 435,579
Other assets (65,057) (1,204,322)
Increase (decrease) in
Accounts payable, customer advances and accrued
liabilities (1,060,380) (2,106,627)
Income taxes payable (420,973) (869,541)
Deferred income taxes 1,142,688 (1,145)
Retirement benefit and benefit obligation (623,395) (356,640)
-------------- -------------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES $ 181,347 $ (3,541,318)
-------------- -------------
-------------- -------------
See accompanying notes to condensed consolidated financial statements.
8
BEST LOCK COMPANIES
BEST LOCK CORPORATION AND SUBSIDIARY
BEST UNIVERSAL LOCK CO. (A NONOPERATING HOLDING COMPANY) AND SUBSIDIARIES
FRANK E. BEST, INC. (A NONOPERATING HOLDING COMPANY) AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. INTERIM FINANCIAL STATEMENTS
The accompanying condensed consolidated financial statements have not been
audited by independent accountants. In the opinion of the Company's management,
the financial statements reflect all adjustments necessary to fairly present the
results of operations for the three and six month periods ended June 30, 1996
and 1995, the Company's financial position at June 30, 1996 and December 31,
1995, and the cash flows for the six-month periods ended June 30, 1996 and 1995.
These adjustments are of a normal recurring nature.
Certain notes and other information have been omitted from the interim
financial statements presented in this Quarterly Report on Form 10-Q.
Therefore, these financial statements should be read in conjunction with the
Company's 1995 Form 10-K.
The results for the three and six months ended June 30, 1996 are not
necessarily indicative of future financial results.
The condensed consolidated financial statements for each parent company in
the Best Lock Companies (the Company) include their respective subsidiaries as
indicated below:
Percent Owned
Parent Company Subsidiaries as of June 30, 1996
-------------- ------------ -------------------
Frank E. Best, Inc. Best Universal Lock Co. 83%
(Best)
Best Universal Lock Best Lock Corporation 79%
Co. (Universal)
Best Lock Best Universal Locks Limited (Canada) 100%
Corporation (Lock or the Company)
2. INCOME TAXES
The effective tax rate for the second quarter of 1996 was 44.0 percent compared
with 37.2 percent for the second quarter of 1995. The increase relates
primarily to an increase in state tax expense. The effective tax rates for the
six months ended June 30, 1996 and 1995 were (19.8) percent and 40.7 percent,
respectively. The change is due to an increase in nondeductible items and the
opposing impact these items have on the tax rate (increases income tax expense
in 1995, but decreases the tax benefit in 1996).
9
3. FINANCING ARRANGEMENTS
The Company entered into a $25,000,000 line of credit agreement on February
15, 1995, which was amended December 31, 1995. The agreement expires on May 5,
1998 and bears interest at a variable rate, based upon the prime rate or LIBOR,
at the Company's election. The line of credit is secured by a blanket lien on
all accounts and notes receivable, inventory, machinery and equipment, and
intangible assets with a negative pledge on real estate. The agreement contains
financial covenants including those relating to debt service coverage,
liabilities to tangible net worth, and tangible net worth, the most restrictive
of which relates to tangible net worth. As of June 30, 1996 the Company was in
compliance with all required covenants. The covenants require tangible net
worth (shareholder equity less certain intangible assets and related party
receivables) to increase to $23.5 million by December 31, 1996 and to $28.5
million by December 31, 1997. At June 30, 1996, tangible net worth was $20.6
million.
The balance of the line at June 30, 1996 was $15,700,000. The highest amount
outstanding since February 15, 1995 was $18,400,000. The interest rate on these
borrowings is based on LIBOR or prime. The interest rate at June 30, 1996 and
December 31, 1995 was 6.99% and 7.06%, respectively. Interest expense on the
borrowings for the six months ended June 30, 1996 and 1995 was $574,931 and
$394,782, respectively.
4. RECLASSIFICATIONS
Certain reclassifications have been made to the statements of income and
balance sheet for the prior periods to conform to the current period
presentation.
5. RESTRUCTURING
During 1995, the Company recorded a restructuring charge of $3.1 million in
connection with the announcement of a board approved early retirement, voluntary
and involuntary separation plan. The Company plans to reduce the number of
employees in all divisions and centralize certain functions in the distribution
division. The Company currently plans to have all restructuring plans completed
by the second quarter of 1997.
As of March 31, 1996, 55 employees had separated or agreed to separate
under the voluntary separation or early retirement provisions of the plan. In
conjunction with the 55 acceptances, the Company accrued approximately an
additional $1 million in restructuring expenses during the first quarter of
1996, due to the additional expenses associated with voluntary separation and
early retirement. The total number of anticipated separations was reduced
during the first quarter from 340 in the original plan to 193. The Company
reduced the restructuring reserve during the first quarter of 1996 by
approximately $1 million in conjunction with this revision. As of June 30,
1996, 58 employees had separated or agreed to separate under the voluntary
separation or early retirement provisions of the plan.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Since Frank E. Best, Inc. and Best Universal Lock Co. are non-operating parents
of Best Lock Corporation, a discussion of Best Lock Corporation's business is
necessary in order to understand the character and development of the total
enterprise. As the variations between the financial statements of these three
companies are not significant, the discussion and analysis of Best Lock
Corporation is representative of all. The following, therefore, is a discussion
of the business of Best Lock Corporation (the Company).
ANALYSIS OF RESULTS OF OPERATIONS
Second quarter sales during 1996 were $1.3 million, or 4.6%, higher than the
same period of 1995. Higher sales from the distribution division (BLS) for the
second quarter of 1996 accounted for the majority of the increase. Sales in the
second quarter from the manufacturing division (BLM) to independent distributors
and Authorized Contract Construction Dealers were also slightly higher than the
second quarter of 1995. Due to sluggish sales during the first quarter of
1996, sales for the six months ended June 30, 1996 were $900,000 lower than the
prior year.
The gross profit on sales for the second quarter of 1996 improved by $1.9
million to 48.1% of sales, compared to 44.0% for the same period of 1995.
Manufacturing efficiencies implemented during the first quarter of 1996 to
reduce costs accounted for the majority of the improvement in the gross profit.
The year to date gross profit improved from 44.9% in 1995 to 46.3% in 1996, due
to the improved gross profit of the second quarter. Margins improved slightly
in the distribution division during both the second quarter and six months ended
June 30, 1996.
Operating income for the three months ended June 30, 1996 increased $987,000
over the three months ended June 30, 1995 to 4.4% of sales, due to the improved
gross profit in the second quarter. Selling, general and administrative, and
engineering expenses increased $867,000, or 7.1%, in the second quarter of 1996
compared to 1995. Salaries, wages and fringe benefits in the distribution
division, which accounted for the majority of the increase, were approximately
$800,000 higher in the second quarter of 1996 compared to the same period in
1995. These increases are attributable to expanded service and installation
operations, as well as expenses associated with the establishment of an
electronics distribution operation. Operating income (loss) for the six months
ended June 30, 1996 decreased $1.5 million from the same period in the prior
year.
The effective tax rate for the second quarter of 1996 was 44.0 percent compared
with 37.2 percent for the second quarter of 1995. The increase relates
primarily to an increase in state tax expense. The effective tax rates for the
six months ended June 30, 1996 and 1995 were (19.8) percent and 40.7 percent,
respectively. The change is due to an increase in nondeductible items and the
opposing impact these items have on the tax rate (increases income tax expense
in 1995, but decreases the tax benefit in 1996).
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity continues to be strong at June 30, 1996, due to the
availability of approximately $9 million on the line of credit. Working capital
increased by approximately $2.8 million, mainly due to increased accounts
receivable at June 30, 1996. Inventories and refundable income taxes decreased
$921,000 and $854,000, respectively, during the first six months of 1996. The
current ratio of 2.3:1 at June 30, 1996 improved slightly from the ratio of
2.0:1 at December 31, 1995. Inventory turns improved to 5.8 during the second
quarter of 1996, compared to 4.1 in the second quarter of 1995.
Capital expenditures for the first six months of 1996 were approximately
$720,000. Capital spending is projected to total approximately $2.0 million for
the year. The Company plans to meet its 1996 working capital and capital
expenditure requirements through funds from operations and from its existing
credit facility. The Company also plans to meet all required bank covenants
through results of operations.
11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to Item 3 of the Company's Form 10-K for the year ended
December 31, 1995. There have been no new legal proceedings initiated during
the quarter, nor has there been a change in status or termination of any
previously reported legal proceeding.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
12
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.
BEST LOCK CORPORATION
---------------------
(Registrant)
Date: August 14, 1996 By:
--------------- /s/ Gregg A. Dykstra
-----------------
Vice President
Chief Operating Officer
/s/ Paula J. Tinkey
----------------
Controller