SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2003 Commission File Number 0-4539
TRANS-INDUSTRIES, INC.
----------------------
(Exact name of registrant as specified in its charter)
Delaware 13-2598139
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2637 S. Adams Road, Rochester Hills, MI 48309
---------------------------------------------
(Address) (Zip Code)
Registrant's Telephone Number, including Area Code (248) 852-1990
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 and Exchange Act
of 1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
----- -----
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities and Exchange Act of 1934).
YES NO X
----- -----
The number of shares outstanding of registrant's Common stock, par value $.10
per share, at September 30, 2003 was 3,139,737.
1
TRANS-INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
FORM 10-Q - FOR THE QUARTER ENDED SEPTEMBER 30, 2003
INDEX
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
A. Consolidated Statements of Operations ---
Three months ended September 30, 2003 and 2002.
Nine months ended September 30, 2003 and 2002.
B. Consolidated Statements of Comprehensive Income/(Loss)
Nine months ended September 30, 2003 and 2002.
C. Consolidated Balance Sheets ---
September 30, 2003 and December 31, 2002
D. Consolidated Statements of Cash Flows ---
Nine months ended September 30, 2003 and 2002.
E. Notes to Consolidated Financial Statements.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Item 3. QUANTITIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Item 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
2
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
A.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
For 3 Months Ended: For 9 Months Ended:
------------------- -------------------
9/30/03 9/30/02 9/30/03 9/30/02
------------ ------------ ------------ ------------
1. Gross sales less discounts, returns and allowances $ 8,310,848 $ 7,603,082 $ 25,503,607 $ 24,658,201
2. Cost of goods sold 7,225,458 5,592,213 19,146,859 17,452,601
------------ ------------ ------------ ------------
3. Gross Profit 1,085,390 2,010,869 6,356,748 7,205,600
4. Selling, general and administrative exp. 2,227,645 2,518,781 7,523,631 7,307,764
5. Restructuring costs (note 8) 361,124 -0- 633,983 -0-
------------ ------------ ------------ ------------
6. Operating income/(loss) (1,503,379) (507,912) (1,800,866) (102,164)
7. Other (income)/ expense
Interest expense 160,692 163,743 492,461 596,253
Other income (3,355) (13,663) (5,363) (26,793)
------------ ------------ ------------ ------------
Total other (income)/expense 157,337 150,080 487,098 569,460
------------ ------------ ------------ ------------
8. Earnings/(loss) before income taxes (1,660,716) (657,992) (2,287,964) (671,624)
9. Income tax expense/(benefit) -0- (166,000) (17,000) (532,000)
------------ ------------ ------------ ------------
10. Net earnings/(loss) $ (1,660,716) $ (491,992) $ (2,270,964) $ (139,624)
============ ============ ============ ============
11. Earnings/(loss) per share: (note 6)
Basic $ (.53) $ (.16) $ (.72) $ (.04)
Diluted $ (.53) $ (.16) $ (.72) $ (.04)
============ ============ ============ ============
See Notes to Financial Statements
3
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
B.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS) (Unaudited)
NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
2003 2002
----------- -----------
Net earnings/(loss) $(2,270,964) $ (139,624)
Other comprehensive loss:
Equity adjustment from foreign
currency translation. (5,756) (24,200)
----------- -----------
Comprehensive earnings/(loss) $(2,276,720) $ (163,824)
=========== ===========
See Notes to Financial Statements
4
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
C. CONSOLIDATED BALANCE SHEETS
ASSETS
Current Assets 9/30/03 12/31/02 LIABILITIES AND STOCKHOLDERS EQUITY
------------ ------------
(Unaudited) (Audited)
Current Liabilities 9/30/03 12/31/02
----------- -----------
Cash $ 61,579 $ 24,996 (Unaudited) (Audited)
Accounts receivable 7,392,137 9,049,864
Notes receivable 111,700 -0-
Inventories (Note 2) 8,920,973 11,069,129 Notes Payable (Note 5) $ 5,593,281 $ 7,072,265
Prepaid expenses 272,721 293,429 Current installments
Deferred income taxes 920,000 968,000
Refundable income taxes 146,000 146,000 - Long term debt (Note 5) 3,368,200 930,845
------------ ------------ Accounts payable - trade 4,354,955 3,441,720
Total current assets 17,825,110 21,551,418 Accrued liabilities 1,251,670 1,620,226
Income taxes -0- -0-
----------- -----------
Property, Plant & Equipment, at Cost
Total current liabilities 14,568,106 13,065,056
Land 140,089 220,564
Land Improvements -0- 126,660 Deferred income taxes - Non-current 458,000 483,000
Buildings 4,245,328 5,825,461
Machinery & equipment 10,788,878 10,388,961 Long term debt, less
------------ ------------
15,174,295 16,561,646 Current portion shown above (Note 5) -0- 3,185,252
Less: accumulated
depreciation (11,431,989) (12,444,923) Other non-current liabilities 296,374 261,729
------------ ------------
Net plant and equipment 3,742,306 4,116,723 Stockholders' Equity
Other Assets Preferred stock of $1.00 par value
per share - authorized 500,000
Investments in affiliates 68,484 68,484 shares; 19,000 issued 19,000 19,000
Patents, licenses & trademarks, Common stock of $.10 par value per
net of accumulated amortization 12,371 16,168 share - authorized 10,000,000 shares;
3,139,737 shares issued 313,974 313,974
Net real estate held for sale 143,250 -0-
Goodwill 150,369 150,369
Additional paid-in capital 5,953,081 5,953,081
Sundry 12,000 -0- Retained earnings 260,510 2,531,469
------------ ------------ Foreign currency translation 84,845 90,601
----------- -----------
Total assets $ 21,953,890 $ 25,903,162 6,631,410 8,908,125
============ ============ ----------- -----------
Total liabilities and stockholders'
equity $21,953,890 $25,903,162
=========== ===========
See Notes to Financial Statements.
5
TRANS-INDUSTRIES, INC.
Consolidated Statements of Cash Flows
D. For the Nine Months Ended September 30, 2003 and 2002
2003 2002
---- ----
(Unaudited) (Unaudited)
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings/(loss) $(2,270,964) $ (139,624)
Adjustments to reconcile net earnings/(loss)
To net cash provided by operations:
Loss on disposal of Vultron International Ltd. Assets 272,859 -0-
Depreciation/Amortization 690,655 704,981
Inventory write down 1,120,000 -0-
Decrease (increase) in accts. receiv. 1,546,027 602,709
Decrease (increase) in refundable
Income taxes -0- 764,606
Deferred income taxes (benefit) 40,000 1,017,000
Decrease (increase) in inventory 755,297 (131,557)
Decrease (increase) in prepaid exp. 20,708 82,106
Increase (decrease) in accts. payable 913,235 (93,705)
Increase (decrease) in accr. liab. (368,556) (213,288)
Increase (decrease) in income taxes (17,000) (136,000)
(Gain) Loss on sale of Property and Equipment (4,500) (18,212)
Other (8,203) 692
----------- -----------
Net Cash Provided (Used) by Operations 2,689,558 2,439,708
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (459,483) (487,702)
Proceeds from sale of Property & Equip. 4,500 106,451
----------- -----------
Net Cash Provided (Used) by Investing (454,983) (381,251)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (repayment) of term
Borrowings (713,252) (792,843)
Net proceeds (payment) of credit line (1,478,984) (1,330,226)
----------- -----------
Net Cash Provided (Used) by Financing (2,192,236) (2,123,069)
Foreign currency translation (5,756) (24,200)
----------- -----------
Net increase (decrease) in cash 36,583 (88,812)
Cash at beginning of year 24,996 161,782
----------- -----------
Cash at end of quarter $ 61,579 $ 72,970
=========== ===========
See Notes to Financial Statements
6
TRANS-INDUSTRIES, INC.
Consolidated Statements of Cash Flows
D. For the Nine Months Ended September 30, 2003 and 2002
(Continued)
Supplemental Disclosures:
Interest paid $ 486,934 $ 549,315
Income taxes paid $ -0- $ -0-
Supplemental disclosure of non-cash investing activities:
In March 2003, the Company sold certain assets of Vultron International, Ltd. in
exchange for a note receivable of $ 160,000.
See Notes to Financial Statements
7
E. TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The financial information presented as of any date other than December 31,
2002 has been prepared from the Company's books and records without audit.
Financial information as of December 31, 2002 has been derived from the
audited financial statements of the Company. In the opinion of management,
all adjustments consisting of normal recurring adjustments, necessary for a
fair presentation of the financial information for the periods indicated,
have been included. For further information regarding the Company's
accounting policies, refer to the consolidated financial statements and
related notes included in the Company's annual report on the Form 10-K for
the year ended December 31, 2002.
2. Inventories
The major components of inventories are:
9/30/03 12/31/02
------- --------
Raw Materials $ 5,063,912 $ 6,810,004
Work in Process 2,392,894 3,731,319
Finished Goods 1,464,167 527,806
----------- -----------
$ 8,920,973 $11,069,129
=========== ===========
3. Principles of Consolidation
There have been no significant changes in the principles of consolidation
since our most recent audited financial statements.
4. Significant Accounting Policies
There have been no significant changes in accounting policies since our
most recent audited financial statements.
8
E. TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Long-Term Debt
The Company continues to be in default on certain covenants of its bank
debt. The Company has not received a waiver for these defaults and the
lender has reserved its rights and remedies. The lender has been monitoring
the Company's demand line of credit and its term and mortgage loans.
Efforts are currently underway to refinance this debt. Trans-Industries has
retained Relational Advisors, LLC, financial advisors, to assist with
ongoing discussions with its lender, and in the refinancing efforts of this
debt. As a result of these circumstances, the Company has reflected all of
its existing lender debt as current, though the lender has not accelerated
term debt maturity or demanded payment. Additionally, on August 1, 2003 the
bank increased the interest rate on all the bank debt from prime plus 1.75%
to prime plus 2.25%.
The Company also has a secured $8,500,000 line of credit, in the form of a
demand note, of which $5,593,281 was utilized at September 30, 2003.
Interest is charged at the bank's prime lending rate, plus 2.25% and is
payable monthly.
The line of credit agreement requires the Company to earn $1.00 per month.
The agreement also restricts the payment of dividends, repurchase of common
stock, and acquisition of property and equipment. At September 30, 2003,
the Company was not in compliance with the bank loan agreement and did not
request a waiver.
6. Earnings (Loss) Per Share
For the three and nine months ended September 30, 2003, and the three and
nine months ended September 30, 2002 all options outstanding have been
excluded from the computation of diluted earnings (loss) per share as the
effect would be anti-dilutive.
9
E. TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. Segment Information
The Company operates in one market segment, the transportation industry,
with products directed towards customers in the mass transit, highway,
airline and rental car segments. Financial information summarized by
geographic area is as follows:
9/30/03 9/30/02
------------------------- -------------------------
LONG- LONG-
LIVED LIVED
REVENUES ASSETS REVENUES ASSETS
----------- ----------- ----------- -----------
United States $18,138,567 $ 4,060,295 $18,795,944 $ 4,410,183
United Kingdom 238,558 -0- 1,254,076 193,965
Canada 7,106,817 -0- 4,406,257 -0-
Other 19,665 -0- 201,924 -0-
----------- ----------- ----------- -----------
Total $25,503,607 $ 4,060,295 $24,658,201 $ 4,604,148
=========== =========== =========== ===========
8. Restructuring Costs
In March of 2003, the Company sold the assets of its foreign subsidiary,
Vultron International. As a result, the Company recorded restructuring
charges in the amount of $272,859. Additionally, to address its
profitability, in July the Company initiated a significant restructuring
program in the informational systems business. Costs associated with the
restructuring, as detailed in the table below, include (1) severance and
vacation pay for those employees terminated, (2) consulting and financial
advisor fees incurred, associated with advice and help in identifying and
implementing various cost saving opportunities, (3) fees for various leases
terminated early, (4) legal fees. The Company expects to incur consulting
fees through June of 2004.
RESTRUCTURING COSTS
NINE MONTHS ENDED SEPTEMBER 30, 2003
Severance and Vacation $ 147,576
Consulting and Financial Advisors Fees 204,717
Canceled Leases 2,831
Legal Fees 6,000
----------
Subtotal 361,124
Sale of Vultron International 272,859
----------
Total $ 633,983
----------
10
E. TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. Stock Based Compensation
At September 30, the Company has a stock-based employee compensation plan, which
is described more fully in Notes B & I in the Company's Annual Report. The
Company accounts for this plan under the recognition and measurement principles
of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related
Interpretations. No stock-based employee compensation cost is reflected in net
income, as all options granted under those plans had an exercise price greater
than or equal to the market value of the underlying common stock on the date of
grant. The following table illustrates the effect on net earnings (loss) and
earnings (loss) per share if the company had applied the fair value recognition
provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation,
to stock-based employee compensation.
Three Months Ended September 30,
-------------------------------
2003 2002
-------------------------------
Net earnings (loss), as reported $ (1,660,716) $ (491,992)
Deduct: Total stock-based employee compensation
expense determined under fair value based method for
all awards, net of tax (10,195) (13,680)
------------- -------------
Pro forma net earnings (loss) $ (1,670,911) $ (505,672)
------------- -------------
Earnings (loss) per share:
Basic-as reported $ (.53) $ (.16)
Basic-pro forma $ (.53) $ (.16)
Diluted-as reported $ (.53) $ (.16)
Diluted-pro forma $ (.53) $ (.16)
11
E. TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. Stock Based Compensation - Continued
Nine Months Ended September 30,
------------------------------
2003 2002
------------------------------
Net earnings (loss), as reported $ (2,270,964) $ (139,624)
Deduct: Total stock-based employee compensation
expense determined under fair value based method for
all awards, net of tax (30,585) (41,040)
------------- -------------
Pro forma net earnings (loss) $ (2,301,549) $ (180,664)
------------- -------------
Earnings (loss) per share:
Basic-as reported $ (.72) $ (.04)
Basic-pro forma $ (.73) $ (.06)
Diluted-as reported $ (.72) $ (.04)
Diluted-pro forma $ (.73) $ (.06)
12
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For The Three and Nine Months Ended September 30, 2003
Forward-Looking Statements
This discussion highlights significant factors influencing the financial
condition and results of operations of Trans-Industries, Inc. It should be read
in conjunction with the financial statements and related notes. This discussion
includes certain forward-looking statements based on management's estimate of
trends and economic factors in the markets in which the corporation is active,
as well as the corporation's business plans. In light of recent securities law
developments, including the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the corporation notes that such forward-looking
statements are subject to risks and uncertainties. Accordingly, the
corporation's actual results may differ from those set forth in such statements.
Significant changes in economic conditions, regulatory or legislative changes
affecting Trans-Industries, Inc., its competitors, or the markets in which it is
active, or changes in other factors may cause future results to vary from those
expected by the corporation. All of our forward-looking statements should be
considered in light of the above factors and all other risks discussed from time
to time in our filings with the Securities and Exchange Commission. We do not
undertake to update our forward-looking statements to reflect future events or
circumstances.
Sales and Earnings
Sales for the third quarter of 2003 were $8.3 million compared with $7.6 million
for the same period a year ago. Included in last year's results were $0.3
million of sales from the Company's U. K. subsidiary, which was sold in the
first quarter of 2003. For the nine month period ended September 30, 2003, sales
were $25.5 million compared with $24.7 million last year with $1.4 million of
these 2002 sales attributable to the operation that was sold.
After deducting sales for the U.K. subsidiary that was sold in 2003, sales
increased by approximately 13.8% and 9.6% for the quarter and nine month period
respectively compared to a year ago. This sales increase is primarily
attributable to increased sales of the Company's lighting products and dust
control systems.
For the third quarter of 2003, the Company posted a loss of $1,660,716, or $.53
per share, compared to a loss of $491,992, or $.16 per share, for the same
period of 2002. In July the Company initiated a significant restructuring
program in the informational systems business. Costs associated with the
restructuring amounted to $361,124 for the third quarter of 2003. These
restructuring costs are comprised of: (1) severance and vacation pay for those
employees terminated, (2) consulting and financial advisor fees incurred
associated with advice and help in identifying and implementing various cost
saving opportunities, (3) fees for various leases terminated early, (4) legal
fees. Cost of sales for the third quarter of 2003, rose to 86.9 percent of
revenue from 73.6 percent of revenue for the third quarter of 2002. This
increase is primarily attributable to the Company's restructuring program. An
inventory write down was recorded
13
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For The Three and Nine Months Ended September 30, 2003
consisting of discontinued products such as VMX transit bus signs, multi-color
reflective disc product, and Company produced ballasts. Additionally, as part of
the restructuring plan, the Company consolidated two of its manufacturing
facilities. As a result, the Company thoroughly examined its inventory before
moving it to the Bad Axe facility. Where there was excess "service" inventory
for a product, which had been in the field for several years, it was decided to
scrap or set up a reserve for this excess inventory. This primarily related to
liquid crystal components produced at its recently sold facility in England,
translator sign product, and VMX bus sign product. The inventory write down
totaled $1,120,000 for the third quarter of 2003. For the nine months ending
September 30, 2003, the Company showed a loss of $2,270,964, or $.72 per share
compared to a loss of $139,624, or $.04 per share for the same period a year
ago. $633,983 of restructuring cost is included in the loss for the nine month
period of 2003.
Interest
Interest expense amounted to approximately $161,000 and $164,000 for the third
quarters of 2003 and 2002, respectively. This increase of $3,000 was the result
of slightly higher debt levels in 2003.
Financial Condition
Current financial resources coupled with anticipated restructuring of debt and
funds from operations are expected to meet funding requirements for the
remainder of the year, based upon present needs.
Inventory valuation is based upon the lower of cost or market. At September 30,
2003, consolidated inventories were $8,920,973 compared to $11,437,945 a year
ago. Included in the inventory at September 30, 2002 is $678,397 of inventory,
which was sold with Vultron International in March of 2003. Taking this
reduction into account, the Company's inventory decreased by approximately
$1,839,000 of which $1,120,000 was attributable to the inventory write down.
As disclosed in Note 5 to the financial statements, Trans-Industries continues
to be in default on certain covenants of its bank debt. As a result, the bank
has the right, among other remedies, to demand payment in full of all the
liabilities. Pursuant to an agreement between Trans-Industries and Comerica
dated August 1, 2003, Comerica has agreed to forbear from taking action to
collect the liabilities until December 1, 2003. Among other things, the
agreement requires Trans-Industries to (a) continue to apply 100% of its
collections to the line of credit; (b) use its best efforts to refinance all the
debt by December 1, 2003; (c) pay interest on the debt at a rate of prime plus
2.25% (raised from prime plus 1.75%); and (d) pledge to Comerica, as additional
collateral, all of its common stock holdings in its wholly owned subsidiaries.
Although this
14
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For The Three and Nine Months Ended September 30, 2003
agreement expires on December 1, 2003 the Company anticipates the Bank will
extend this agreement for another thirty days, however there can be no
assurances of this. The Company has begun negotiations with another lender to
replace Comerica, its current lender. The proposed new lender has begun their
task of due diligence and after a satisfactory completion of that process, the
Company anticipates the replacement of the Comerica debt. The Company has
targeted the end of the year for the completion however there can be no
assurance of when, or if, successful completion of any agreement with this new
lender will occur.
15
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are exposed to the impact of interest rate changes and, to a lesser extent,
foreign currency fluctuations. We have not entered into interest rate
transactions for speculative purposes or otherwise. Our foreign currency
exposures were immaterial as of September 30, 2003. Our primary interest rate
risk exposure has resulted from floating rate debt related to our revolving loan
facility and would be immaterial to our results from operations if rates were to
increase 1% from September 30, 2003 rates. We currently do not hedge our
exposure to floating interest rate risk.
Item 4. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer have concluded, based on
their evaluation as of September 30, 2003, that our disclosure controls and
procedures are effective for gathering, analyzing and disclosing the information
we are required to disclose in our reports filed under the Securities Exchange
Act of 1934. There have been no changes in our internal controls that occurred
during the Company's most recent fiscal quarter that have materially affected,
or are reasonably likely to materially affect, the Company's internal controls.
16
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
31.1 Certification of the CEO pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.2 Certification of the CFO pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification of the CEO and CFO pursuant of 18
U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
(a) Reports on Form 8-K
The Company did not file any reports on the form 8-K during
the period ended September 30, 2003.
17
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.
TRANS-INDUSTRIES, INC.
Date: November 17, 2003 /s/ Kai Kosanke
------------------------------ --------------------------
Kai Kosanke, Treasurer
and Chief Financial Officer
Date: November 17, 2003 /s/ Keith LaCombe
------------------------------ --------------------------
Keith LaCombe
Assistant Treasurer
18
10-Q EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
EX-31.1 Certification of the CEO pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
EX-31.2 Certification of the CFO pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
EX-32.1 Certification of the CEO and CFO pursuant of 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
19