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 March 31, 2005
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: 0-452
TECUMSEH PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
MICHIGAN 38-1093240
(State of Incorporation) (IRS Employer Identification Number)
100 EAST PATTERSON STREET
TECUMSEH, MICHIGAN 49286
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(517) 423-8411
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class of Stock Outstanding at March 31, 2005
- ------------------------------------- -----------------------------
Class B Common Stock, $1.00 par value 5,077,746
Class A Common Stock, $1.00 par value 13,401,938
Page 1
TABLE OF CONTENTS
Page
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheets................................ 3
Consolidated Condensed Statements of Income.......................... 4
Consolidated Condensed Statements of Cash Flows...................... 5
Notes to Consolidated Condensed Financial Statements................. 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................... 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk........ 18
Item 4. Controls and Procedures........................................... 19
Part II. Other Information...................................................... 21
Item 6. Exhibits and Reports on Form 8-K.................................. 21
Signatures...................................................................... 22
Certification of CEO Pursuant to Section 302.................................... Exh 31.1
Certification of CFO Pursuant to Section 302.................................... Exh 31.2
Certification of CEO Pursuant to Section 906.................................... Exh 32.1
Certification of CFO Pursuant to Section 906.................................... Exh 32.2
Page 2
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - ITEM 1
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
MARCH 31, December 31,
(Dollars in millions, except share data) 2005 2004
--------- ------------
ASSETS
Current Assets:
Cash and cash equivalents $ 85.5 $ 227.9
Accounts receivable, less allowance for doubtful accounts
of $11.7 in 2005 and $11.0 in 2004 246.1 220.4
Inventories 431.4 394.2
Deferred and recoverable income taxes 36.3 36.9
Other current assets 76.3 47.8
--------- ------------
Total current assets 875.6 927.2
Property, plant, and equipment, at cost, net of accumulated
depreciation of $935.7 in 2005 and $933.1 in 2004 553.1 554.8
Goodwill 242.8 243.5
Other intangibles 61.2 62.4
Deferred income taxes 29.2 29.6
Prepaid pension expense 175.3 171.9
Other assets 80.0 73.4
--------- ------------
Total assets $ 2,017.2 $ 2,062.8
========= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable, trade $ 194.5 $ 178.1
Income taxes payable 4.5 5.4
Short-term borrowings 89.2 68.8
Accrued liabilities 134.9 169.2
--------- ------------
Total current liabilities 423.1 421.5
Long-term debt 251.8 317.3
Deferred income taxes 7.5 8.0
Other postretirement benefit liabilities 210.6 210.7
Product warranty and self-insured risks 20.2 21.2
Accrual for environmental matters 40.7 41.3
Pension liabilities 23.7 24.5
Other non-current liabilities 38.4 -
--------- ------------
Total liabilities 1,016.0 1,044.5
--------- ------------
Commitments and contingencies
Stockholders' Equity
Class A common stock, $1 par value; authorized 75,000,000 shares;
issued and outstanding 13,401,938 shares in 2005 and 2004 13.4 13.4
Class B common stock, $1 par value; authorized 25,000,000 shares;
issued and outstanding 5,077,746 shares in 2005 and 2004 5.1 5.1
Retained earnings 1,023.7 1,041.9
Accumulated other comprehensive loss (41.0) (42.1)
--------- ------------
Total stockholders' equity 1,001.2 1,018.3
--------- ------------
Total liabilities and stockholders' equity $ 2,017.2 $ 2,062.8
========= ============
The accompanying notes are an integral part of these Consolidated Condensed
Financial Statements.
Page 3
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - ITEM 1
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
(Dollars in millions, except share data) 2005 2004
-------- -------
Net sales $ 464.4 $ 477.0
Cost of sales and operating expenses 430.6 421.5
Selling and administrative expenses 48.1 44.7
Restructuring charges, impairments and other items 0.1 ---
-------- -------
Operating income (loss) (14.4) 10.8
Interest expense (7.7) (5.6)
Interest income and other, net 3.3 4.6
-------- -------
Income (loss) before taxes (18.8) 9.8
Tax provision (benefit) (6.4) 3.4
-------- -------
Net income (loss) ($ 12.4) $ 6.4
======== =======
Basic and diluted earnings (loss) per share ($ 0.67) $ 0.34
======== =======
Weighted average shares (in thousands) 18,480 18,480
======== =======
Cash dividends declared per share $ 0.32 $ 0.32
======== =======
The accompanying notes are an integral part of these Consolidated Condensed
Financial Statements.
Page 4
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - ITEM 1
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
(Dollars in millions) 2005 2004
-------- --------
Cash Flows from Operating Activities:
Cash used in operating activities ($ 67.4) ($ 3.8)
Cash Flows from Investing Activities:
Capital expenditures (28.7) (12.1)
-------- --------
Cash used in investing activities (28.7) (12.1)
-------- --------
Cash Flows from Financing Activities:
Dividends paid (5.9) (5.9)
Proceeds from borrowings, net 8.5 0.8
Repayments of long-term debt (50.0) ---
-------- --------
Cash used in financing activities (47.4) (5.1)
-------- --------
Effect of exchange rate changes on cash 1.1 (1.5)
-------- --------
Decrease in cash and cash equivalents (142.4) (22.5)
Cash and Cash Equivalents:
Beginning of period 227.9 344.6
-------- --------
End of period $ 85.5 $ 322.1
======== ========
The accompanying notes are an integral part of these Consolidated Condensed
Financial Statements.
Page 5
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
1. The consolidated condensed financial statements of Tecumseh Products
Company and Subsidiaries (the "Company") are unaudited and reflect all
adjustments (including normal recurring adjustments) which are, in the
opinion of management, necessary for a fair statement of the financial
position and operating results for the interim periods. The December 31,
2004 condensed balance sheet data was derived from audited financial
statements, but does not include all disclosures required by generally
accepted accounting principles in the United States ("U.S. GAAP"). The
consolidated condensed financial statements should be read in conjunction
with the consolidated financial statements and notes thereto contained in
the Company's Annual Report for the fiscal year ended December 31, 2004.
Due to the seasonal nature of the Company's business, the results of
operations for the interim period are not necessarily indicative of the
results for the entire fiscal year.
2. Comprehensive Income
THREE MONTHS
ENDED
MARCH 31,
(Dollars in millions) 2005 2004
------ --------
Net income (loss) ($12.4) $ 6.4
Other comprehensive income (loss):
Foreign currency translation adjustments (6.5) (2.2)
Gain (Loss) on derivatives 3.9 (0.2)
Unrealized gain on investment holdings 3.8 -
------ --------
Total comprehensive income (loss) ($11.2) $ 4.0
====== ========
3. Inventories
MARCH 31, DECEMBER 31,
(Dollars in millions) 2005 2004
--------- ------------
Raw material $ 171.0 $ 169.3
Work in progress 95.6 82.1
Finished goods 151.2 130.0
Supplies 13.6 12.8
--------- ------------
Total inventories $ 431.4 $ 394.2
========= ============
Page 6
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
4. Business Segments
The Company has four reportable segments based on the criteria set forth
in SFAS No. 131 "Disclosures about Segments of an Enterprise and Related
Information": Compressor Products, Electrical Component Products, Engine &
Power Train Products, and Pump Products. Revenues and operating income by
segment for the periods indicated are as follows:
THREE MONTHS ENDED
BUSINESS SEGMENT DATA MARCH 31,
(Dollars in millions) 2005 2004
------- ------
Net sales:
Compressor Products $241.0 $211.9
Electrical Component Products 100.2 107.0
Engine & Power Train Products 94.9 124.3
Pump Products 27.9 33.4
Other (a) 0.4 0.4
------- ------
Total Net Sales $464.4 $477.0
======= ======
Operating income (loss):
Compressor Products $ 8.6 $ 11.9
Electrical Component Products (1.1) 3.4
Engine & Power Train Products (20.9) (2.9)
Pump Products 2.3 3.3
Other (a) (0.9) (0.9)
Corporate expenses (2.3) (4.0)
Restructuring charges, impairments and other items (0.1) ---
------- ------
Total operating income (loss) (14.4) 10.8
Interest expense (7.7) (5.6)
Interest income and other, net 3.3 4.6
------- ------
Income (Loss) before taxes ($ 18.8) $ 9.8
======= ======
(a) "Other" consists of non-reportable business segments, primarily
Manufacturing Data Systems, Inc.
The Electrical Component Products segment had inter-segment sales $16.7 million
and $15.2 million in 2005 and 2004, respectively.
Page 7
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
5. Goodwill and Other Intangible Assets
At March 31, 2005, goodwill by segment consisted of Electrical Components
- $216.9 million, Compressors - $18.0 million, Pumps - $5.1 million, and
Engine & Power Train - $2.8 million. All fluctuations from year end
balances are a result of currency translation.
Other intangible assets consisted of the following:
GROSS
CARRYING ACCUMULATED AMORTIZABLE
AMOUNT AMORTIZATION NET LIFE
-------- ------------ ----- -----------
Intangible assets subject to amortization:
Two year non-compete agreement $ 15.0 $ 15.0 $ --- 2 years
Customer relationships and contracts 39.3 6.0 33.3 6-15 years
Technology 15.4 4.9 10.5 3-10 years
Trade-name and trademarks 0.9 0.4 0.5 3-8 years
-------- -------- -----
Total 70.6 26.3 44.3
Intangible assets not subject to amortization:
Trade name 16.9 - 16.9
-------- -------- -----
Total intangible assets $ 87.5 $ 26.3 $61.2
======== ======== =====
The estimated amortization expense over the next five years is $5.0
million for 2005 and approximately $5.0 million annually for 2006 through
2009. Amortization expense for the three months ended March 31, 2005 was
$1.3 million compared to $3.1 million for the three months ended March 31,
2004.
The results for the quarter within certain of our businesses were below
the forecasts utilized in testing goodwill for impairment at December 31,
2004. While the Company expects results in the second quarter to continue
to lag those forecasts, it is the forecasted results for the second half
of the year and subsequent years that remain key to the Company's
impairment test. While management does not believe the business decline
experienced during the first quarter will have a permanence which would
represent a triggering event for interim evaluation of the recoverability
of goodwill, further deterioration of results below revised forecasts for
the second quarter may require the Company to conduct an impairment test
during the second quarter 2005 (outside of the annual testing date of
December 31) with a better view of the impact of the Company's cost
cutting activities, pricing actions, and possibly revised discount rates.
While the Company has not begun any further impairment testing at this
time, an impairment loss could result during the second quarter of 2005,
if such an analysis is warranted. It is not reasonably possible to
estimate the amount of impairment, if any; however, such loss could be
material.
Page 8
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
6. Pension and Other Postretirement Benefit Plans
Components of net periodic benefit (income) cost for the three months
ended March 31:
PENSION BENEFITS OTHER BENEFITS
---------------- --------------
2005 2004 2005 2004
------- ----- ----- ------
Service Cost $ 2.3 $ 2.2 $ 1.3 $ 1.1
Interest Cost 5.4 5.4 2.8 2.8
Expected return on plan assets (10.5) (10.5) - -
Amortization of prior service costs 0.1 0.3 (0.3) (0.3)
Amortization of net (gain) loss (0.6) (1.1) (0.8) (1.0)
------ ------ ----- ------
Net periodic benefit (income) cost ($ 3.3) ($ 3.7) $ 3.0 $ 2.6
====== ====== ===== ======
The Company previously disclosed in its financial statements for the year
ended December 2004, that it expected to contribute $0.1 million to one of
its pension plans in 2005. As of March 31, 2005, no contributions have
been made. The Company presently anticipates contributing a total of $0.1
million to fund this pension plan in 2005.
7. Guarantees and Warranties
A portion of accounts receivable at the Company's Brazilian subsidiary are
sold with recourse. Brazilian receivables sold at March 31, 2005 and
December 31, 2004 were $76.1 million and $101.0 million, respectively. The
Company estimates the fair value of the contingent liability related to
these receivables to be $1.3 million, which is included in operating
income and allowance for doubtful accounts.
A provision for estimated future warranty costs and estimated returns for
credit relating to warranty are recorded when products are sold and
revenue recognized. A reconciliation of the changes in the Company's
product warranty liability follows:
Three Months Ended
(Dollars in millions) March 31, 2005
------------------
Balance at January 1, 2005 $38.1
Accruals for warranties 2.6
Settlements made (in cash or in kind) (5.5)
Effect of foreign currency translation (0.3)
-----
Balance at March 31, 2005 $34.9
=====
8. Environmental Matters
The Company has been named by the U.S. Environmental Protection Agency
("EPA") as a potentially responsible party ("PRP") in connection with the
Sheboygan River and Harbor Superfund Site in Wisconsin. In May 2000, the
EPA issued a Record of Decision ("ROD") selecting the remedy for the Site.
The Company is one of several named PRP's in the proposed cleanup
Page 9
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
action. The EPA has estimated the cost of cleanup at $40.9 million.
Additionally, the Wisconsin Department of Natural Resources ("WDNR"), as a
Natural Resource Trustee, is investigating what additional requirements,
if any, the state may have beyond those specified under the ROD.
The EPA has indicated its intent to address the site in two phases, with
the Company's Sheboygan Falls plant site and the upper river constituting
the first phase ("Phase I") and the middle and lower river and harbor
being the second phase ("Phase II"). In March 2003, the Company entered
into a Consent Decree with the EPA concerning the performance of remedial
design and remedial action for Phase I. The Consent Decree has also been
approved by the U.S. Department of Justice, but it has yet to become a
final judgment pending approval by the pertinent federal district court.
Negotiation of a Consent Decree regarding Phase II has yet to commence.
On March 25, 2003, with the cooperation of the EPA, the Company and
Pollution Risk Services, LLC ("PRS") entered into a Liability Transfer and
Assumption Agreement (the "Liability Transfer Agreement"). Under the terms
of the Liability Transfer Agreement, PRS assumed all of the Company's
responsibilities, obligations and liabilities for remediation of the
entire Site and the associated costs, except for certain specifically
enumerated liabilities. Also, as required by the Liability Transfer
Agreement, the Company purchased Remediation Cost Cap insurance, with a 30
year term, in the amount of $100.0 million and Environmental Site
Liability insurance in the amount of $20.0 million. The Company believes
such insurance coverage will provide sufficient assurance for completion
of the responsibilities, obligations and liabilities assumed by PRS under
the Liability Transfer Agreement. On October 10, 2003, in conjunction with
the Liability Transfer Agreement, the Company completed the transfer of
title to the Sheboygan Falls, Wisconsin property to PRS.
The total cost of the Liability Transfer Agreement to the Company,
including the cost of the insurance policies, was $39.2 million. The
Company recognized a charge of $13.6 million ($8.7 million net of tax) in
the first quarter of 2003. The charge consisted of the difference between
the cost of the Liability Transfer Agreement and amounts previously
accrued for the cleanup. The Company continues to maintain an additional
reserve of $0.5 million to reflect its potential environmental liability
arising from operations at the Site, including potential residual
liabilities not assumed by PRS pursuant to the Liability Transfer
Agreement.
It is the intent of the Company, PRS and the EPA to negotiate provisions
that would add PRS as a PRP by amendment to the Consent Decree, which
requires the approval of the U.S. Department of Justice. Until such
approval is received, U.S. GAAP requires that the Company continue to
record the full amount of the estimated remediation liability of $39.7
million and a corresponding asset of $39.2 million included in Other
Assets in the balance sheet. While the Company believes the arrangements
with PRS are sufficient to satisfy substantially all of the Company's
environmental responsibilities with respect to the Site, these
arrangements do not constitute a legal discharge or release of the
Company's liabilities with respect to the Site. The actual cost of this
obligation will be governed by numerous factors, including, without
limitation, the requirements of the WDNR, and may be greater or lower than
the amount accrued.
The Company, in cooperation with the WDNR, also conducted an investigation
of soil and groundwater contamination at the Company's Grafton, Wisconsin
plant. It was determined that contamination from petroleum and degreasing
products used at the plant were contributing to an off-site groundwater
plume. The Company began remediation of soils in 2001 on the east side of
the facility. Additional remediation of soils began in the fall of 2002 in
two other areas on the plant site. At March 31, 2005, the Company had
accrued $2.3 million for the total estimated cost
Page 10
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
associated with the investigation and remediation of the on-site
contamination. Investigation efforts related to the potential off-site
groundwater contamination have to date been limited in their nature and
scope. The extent, timing and cost of off-site remediation requirements,
if any, are not presently determinable.
The Company and TRC Companies and TRC Environmental Corporation
(collectively, "TRC") entered into a Consent Order with the Wisconsin
Department of Natural Resources (the "WDNR") on December 29, 2004 relating
to the Hayton Area Remediation Project ("HARP") downstream from the
Company's New Holstein, Wisconsin facility. The Consent Order provides a
framework for the completion of the remediation and regulatory closure at
HARP.
Concurrent to entering into the Consent Order, the Company and two of its
subsidiaries and TRC entered into an Exit Strategy Agreement (the
"Agreement"), whereby the Company transferred to TRC substantially all of
its obligations to complete the HARP remediation pursuant to the Consent
Order and in accordance with applicable environmental laws and
regulations. As required by the Agreement, the Company purchased a
Pollution Legal Liability Select Cleanup Cost Cap Policy (the "Policy").
The Company believes that the Policy provides additional assurance that
the responsibilities, obligations, and liabilities transferred and
assigned by the Company and assumed by TRC under the Agreement will be
completed. Although the arrangements with TRC and the WDNR do not
constitute a legal discharge or release of the Company's liabilities, the
Company believes that the specific work substitution provisions of the
Consent Order and the broad coverage terms of the Policy, collectively,
are sufficient to satisfy substantially all of the Company's environmental
obligations with respect to the HARP remediation.
In addition to the above-mentioned environmental matters, the Company is
also currently participating with the EPA and various state agencies at
certain other sites to determine the nature and extent of any remedial
action that may be necessary with regard to such other sites. At March 31,
2005 and December 31, 2004, the Company had accrued $42.7 million and
$43.3 million, respectively, for environmental remediation, including
$39.7 million relating to the Sheboygan River and Harbor Superfund Site.
Additionally, as of March 31, 2005 and December 31, 2004, the Company had
recorded a corresponding asset of $39.2 million relating to the Sheboygan
River and Harbor Superfund Site in connection with its agreement with PRS.
As these matters continue toward final resolution, amounts in excess of
those already provided may be necessary to discharge the Company from its
obligations for these sites. Such amounts, depending on their amount and
timing, could be material to reported net income in the particular quarter
or period that they are recorded. In addition, the ultimate resolution of
these matters, either individually or in the aggregate, could be material
to the consolidated financial statements.
9. Income Taxes
The Company recorded an income tax benefit of $6.4 million on the loss
before taxes of $18.8 million for the first quarter of 2005 compared to
providing $3.4 million on profit before taxes of $9.8 million in the first
quarter of 2004. The current quarter benefit was computed by applying the
estimated annual effective tax rate against income (loss) before income
taxes for the period on a tax jurisdiction by tax jurisdiction basis. The
resulting effective tax rate reflects the recording of deferred tax assets
related to losses in certain jurisdictions where evidence indicates it is
more likely than not that we will realize these assets, offset by losses
in jurisdictions for which no benefits are recorded based on the
preponderance of negative evidence and other jurisdictions where we expect
to be a tax payer. The effective tax rate in future periods may vary based
upon
Page 11
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
changes in the mix of profitability between the jurisdictions where
benefits on losses are not provided versus other jurisdictions where
provisions and benefits were recognized. In addition, circumstances could
change such that additional valuation allowances may become necessary on
deferred tax assets in various jurisdictions.
10. Commitments and Contingencies
The Company is also the subject of, or a party to, a number of other
pending or threatened legal actions involving a variety of matters,
including class actions and asbestos-related claims, incidental to its
business.
One such lawsuit filed against the Company and other defendants alleges
that the horsepower labels on the products the plaintiffs purchased were
inaccurate. The plaintiffs seek certification of a class of all persons in
the United States who, beginning January 1, 1995 through the present,
purchased a lawnmower containing a two stroke or four stroke gas
combustible engine up to 20 horsepower that was manufactured by
defendants. The complaint seeks an injunction, compensatory and punitive
damages, and attorneys' fees. No orders have been entered in the case, and
there has been limited discovery. The Company intends to vigorously defend
this case.
Although the ultimate outcome of these matters cannot be predicted with
certainty, and some may be disposed of unfavorably to the Company,
management does not believe that the disposition will have a material
adverse effect on the consolidated financial position or results of
operations of the Company.
11. New Accounting Standards
On December 15, 2004 the FASB issued Statement No. 153 (SFAS 153),
Exchanges of Nonmonetary Assets - Accounting Principles Board Opinion No.
29, Accounting for Nonmonetary Transactions (APB 29). SFAS 153 is based on
the principle that nonmonetary asset exchanges should be recorded and
measured at the fair value of the assets exchanged, with certain
exceptions. This standard requires exchanges of productive assets to be
accounted for at fair value, rather than at carryover basis, unless (1)
neither the asset received nor the asset surrendered has a fair value that
is determinable within reasonable limits or (2) the transactions lack
commercial substance (as defined). In addition, the Board decided to
retain the guidance in APB 29 for assessing whether the fair value of a
nonmonetary asset is determinable within reasonable limits. The new
standard is the result of the convergence project between the FASB and the
International Accounting Standards Board (IASB) and is effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after
June 15, 2005. The Company has not yet completed its analysis of the
effects of this pronouncement, but it does not believe the effects will be
material.
On November 24, 2004, the FASB issued Statement No. 151, Inventory Costs,
an amendment of ARB No. 43, Chapter 4 (FAS 151). The standard adopts the
IASB view related to inventories that abnormal amounts of idle capacity
and spoilage costs should be excluded from the cost of inventory and
expensed when incurred. Additionally, the Board made the decision to
clarify the meaning of the term `normal capacity'. The provisions of FAS
151 are applicable to inventory costs incurred during fiscal years
beginning after June 15, 2005. The Company does have operations with idle
capacity; however, while the Company has not yet calculated the effects of
this pronouncement, it does not believe the effects will be material.
Page 12
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Consolidated net loss for the first quarter of 2005 amounted to $12.4 million or
$0.67 per share compared to income of $6.4 million or $0.34 per share in the
first quarter of 2004. Operating results were lower than the prior year period
across all business segments, with the most substantial decline in the Company's
Engine & Power Train business. In general, lower operating results were
attributable to lower sales, higher commodity and other input costs in excess of
price increases, and unfavorable foreign currency exchange rate changes.
Consolidated net sales in the first quarter of 2005 decreased to $464.4 million
from $477.0 million in 2004. Excluding an increase in sales due to the effects
of currency fluctuation of $13.3 million, sales in the first quarter of 2005
declined by $25.9 million primarily due to the Engine & Power Train business,
where sales volumes were lower in North America, and to a lesser extent, Europe.
Sales volume declines were also experienced in the Electrical Components and
Pumps segments.
Compressor Products
First quarter 2005 sales in the Company's compressor business increased to
$241.0 million from $211.9 million in the first quarter of 2004. The increase
over the comparable quarter from the prior year was mainly attributable to
higher sales of compressor products sold into the original equipment markets for
residential refrigerators and freezers, that are primarily manufactured by the
Company in its Brazil and India facilities. Additional sales improvements came
from continued growth in Indian export sales of compressors used in room air
conditioning. The effects of foreign currency translation increased sales by
$11.4 million.
Compressor business operating income for the first quarter of 2005 amounted to
$8.6 million compared to $11.9 million in the first quarter of 2004. The
decrease in operating income for the first quarter of 2005 versus the comparable
2004 quarter reflected higher commodity and other input costs in excess of
pricing recoveries and the effects of a weaker U.S. Dollar.
Electrical Component Products
Electrical Components business sales were $100.2 million in the first quarter of
2005 compared to $107.0 million in the first quarter of 2004. Volume declines in
residential and commercial aftermarket, blower, gear motor and actuator sales
were slightly offset by higher sales in the Asian region, mostly attributable to
the effects of foreign currency translation. Most of the volume declines were
due to fourth quarter purchases ahead of the January price increase and reduced
customer demand in response to the price increase.
Electrical Components operating loss for the first quarter of 2005 amounted to
$1.1 million compared to income of $3.4 million in the first quarter of 2004.
The decline in operating income largely resulted from lower sales volumes,
higher commodity costs in excess of pricing recoveries, and unanticipated
operational inefficiencies related to the closure of the St. Clair facility,
partially offset by lower amortization of intangible assets.
Page 13
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Engine & Power Train Products
Engine & Power Train business sales amounted to $94.9 million in the first
quarter of 2005 compared to $124.3 million in the first quarter of 2004. The
decline in sales for the first quarter was primarily the result of the loss of
business on walk behind rotary lawn applications with a single customer and
other reductions in walk behind volume. The loss of business on applications
with the single customer was related to activity largely planned for delivery in
the first quarter and should not have a significant impact on the remainder of
the year.
Engine & Power Train business operating loss in the first quarter of 2005
amounted to $20.9 million compared to a loss of $2.9 million in the first
quarter of 2004. The decline in first quarter results reflected loss of volume,
increases in commodity, transportation and tooling costs, and additional
warranty response and expediting costs primarily due to a quality issue at a
transmission business customer. Continued reductions in profitability in Europe
also contributed to the increase in the first quarter loss.
Engine & Power Train losses in the first quarter were substantially due to the
significant costs associated with excess capacities in the U.S. and Europe. The
excess capacity situation is exacerbated by the current shift of production to
the Company's Brazilian manufacturing facility resulting in duplicate
capacities. While the favorable impact of the normal seasonal snow
thrower-related business should improve results in the second half of the year
compared to the first half, substantial cost reductions and volume improvements
will be necessary for sustained improvement. The Company intends to complete
these cost reductions throughout 2005.
Pump Products
Pump business sales in the first quarter of 2005 amounted to $27.9 million
compared to $33.4 million in 2004. The 16.5% decrease in first quarter sales was
primarily attributable to the loss of water gardening business at one mass
market retailer.
Operating income amounted to $2.3 million in the first quarter of 2005 compared
to $3.3 million in 2004. The decrease in operating income was primarily
attributable to the reductions in sales volumes offset by reductions in
engineering and selling and administrative costs.
Interest Expense
Interest expense amounted to $7.7 million in the first quarter of 2005 compared
to $5.6 million in the first quarter of 2004. The increase was primarily related
to higher average interest rates applicable to the Company's variable rate
borrowings in a number of its foreign locations in addition to reflecting the
impact of the loss of benefit previously provided by interest rate swaps
exchanging fixed rates for variable.
Interest Income and Other, Net
Interest income and other, net amounted to $3.3 million in the first quarter of
2005 compared to $4.6 million in the first quarter of 2004. This decrease
resulted primarily from lower average deposits in Brazil and the United States.
Page 14
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Taxes on Income
The Company recorded an income tax benefit of $6.4 million on the loss before
taxes of $18.8 million for the first quarter of 2005 compared to providing $3.4
million on profit before taxes of $9.8 million in the first quarter of 2004. The
current quarter benefit was computed by applying the estimated annual effective
tax rate against income (loss) before income taxes for the period on a tax
jurisdiction by tax jurisdiction basis, and the resulting effective tax rate
reflects the recording of deferred tax assets related to losses in certain
jurisdictions where evidence indicates it is more likely than not that we will
realize these assets, offset by losses in jurisdictions for which no benefits
are recorded based on the preponderance of negative evidence and other
jurisdictions where we expect to be a tax payer. The effective tax rate in
future periods may vary based upon changes in the mix of profitability between
the jurisdictions where benefits on losses are not provided versus other
jurisdictions where provisions and benefits were recognized. In addition,
circumstances could change such that additional valuation allowances may become
necessary on deferred tax assets in various jurisdictions.
Outlook
Information in this "Outlook" section should be read in conjunction with the
cautionary language and discussion of risks included below.
Previously, the Company indicated that 2005 results would depend on commodity
cost, currency movements, the Company's ability to obtain price increases from
its customers to offset the increased cost of product inputs, and global
weather. Experience in the first quarter confirms that all these factors
negatively impacted results. The Company has not fully recovered higher
commodity costs. Key currency rates, particularly the Brazilian Real, were much
worse than expected over the quarter. Weather in North and South America has not
been conducive to either OEM or aftermarket sales. In addition, the Company has
become more pessimistic about worldwide demand, as the factors such as the high
cost of energy and high interest rates in Brazil slow growth. Accordingly, the
Company now expects full year results, before nonrecurring items, to lag prior
year results, particularly in the first half of the year. Second quarter results
are expected to be a net loss. Improvements are expected in the second half of
the year compared to the prior year based upon more aggressive cost cutting,
particularly in the Engine & Power Train and Electrical Components businesses.
The Company will continue to focus its efforts on improving the profitability
and competitiveness of its worldwide operations. It is likely that additional
production relocation and consolidation initiatives will take place during 2005
that could have an effect on the consolidated financial position and future
results of operations of the Company.
The results for the quarter within certain of our businesses were below the
forecasts utilized in testing goodwill for impairment at December 31, 2004.
While the Company expects results in the second quarter to continue to lag those
forecasts, it is the forecasted results for the second half of the year and
subsequent years, which remain key to the Company's impairment test. While
management does not believe the business decline experienced during the first
quarter will have a permanence which would represent a triggering event for
interim evaluation of the recoverability of goodwill, further deterioration of
results below revised forecasts for the second quarter may require the Company
to conduct an impairment test during the second quarter 2005 (outside of the
annual testing date of December 31) with a better view of the impact of the
Company's cost cutting activities, pricing actions, and possibly
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TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
revised discount rates. While the Company has not begun any further impairment
testing at this time, an impairment loss could result during the second quarter
of 2005, if such an analysis is warranted. It is not reasonably possible to
estimate the amount of impairment, if any; however, such loss could be material.
Losses in the second quarter, including any impairment losses, could affect the
Company's ability to meet certain of its debt covenants. See discussion below
under "Liquidity, Capital Resources and Risks."
LIQUIDITY, CAPITAL RESOURCES AND RISKS
Historically, the Company's primary source of cash has been net cash provided by
operations. Operating activities in the first quarter of 2005; however, used
cash of $67.4 million compared to $3.8 million in 2004. The decline in 2005
resulted primarily from the loss from operations and additional investment in
working capital. Working capital of $452.5 million at March 31, 2005 was down
from $505.7 million at the end of 2004 primarily due to the use of cash to repay
debt. The repayment of long term debt was undertaken to maintain compliance with
current debt covenants related to earnings, to better optimize the capital
structure of the business, and to reduce borrowing costs in excess of earnings
on available cash. The Company plans on continuing its efforts to reduce debt
and excess cash and potentially enter into more flexible financing arrangements
with less restrictive covenants. Given the Company's expectation of losses in
the second quarter, the Company anticipates that further action will be
necessary to maintain compliance with current debt covenants. Higher capital
expenditures related to new product expansions in Brazil and India also
contributed to the use of cash.
In conjunction with the actions noted above, working capital requirements and
planned capital investments for 2005 are expected to be financed primarily
through internally generated funds; however, short-term borrowings and various
financial instruments are utilized from time to time to hedge currency risk and
finance foreign working capital requirements. The Company maintains a $100
million revolving credit facility, for which $18.1 million was utilized for
letters of credit at March 31, 2005, that is available for general corporate
purposes. The Company may also utilize long-term financing arrangements in
connection with state investment incentive programs.
Environmental Matters
The Company is subject to various federal, state and local laws relating to the
protection of the environment, and is actively involved in various stages of
investigation or remediation for sites where contamination has been alleged.
(See Note 8 to the financial statements.) Liabilities, relating to probable
remediation activities, are recorded when the costs of such activities can be
reasonably estimated based on the facts and circumstances currently known.
Difficulties exist estimating the future timing and ultimate costs to be
incurred due to uncertainties regarding the status of laws, regulations, levels
of required remediation, changes in remediation technology and information
available.
At March 31, 2005 and December 31, 2004, the Company had accrued $42.7 and $43.3
million, respectively, for environmental remediation. As these matters continue
toward final resolution, amounts in excess of those already provided may be
necessary to discharge the Company from its obligations for these sites. Such
amounts, depending on their amount and timing, could be material to reported net
income in the particular quarter or period in which they are recorded. In
addition, the ultimate resolution
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TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
of these matters, either individually or in the aggregate, could be material to
the consolidated financial statements.
CAUTIONARY STATEMENTS RELATING TO FORWARD-LOOKING STATEMENTS
This discussion contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act that are subject to the safe harbor
provisions created by that Act. In addition, forward-looking statements may be
made orally in the future by or on behalf of the Company. Forward-looking
statements can be identified by the use of terms such as "expects," "should,"
"may," "believes," "anticipates," "will," and other future tense and
forward-looking terminology, or by the fact that they appear under the caption
"Outlook."
Readers are cautioned that actual results may differ materially from those
projected as a result of certain risks and uncertainties, including, but not
limited to, i) changes in business conditions and the economy in general in both
foreign and domestic markets; ii) the effect of terrorist activity and armed
conflict; iii) weather conditions affecting demand for air conditioners, lawn
and garden products, portable power generators and snow throwers; iv) the
success of the Company's ongoing effort to bring costs in line with projected
production levels and product mix; v) financial market changes, including
fluctuations in interest rates and foreign currency exchange rates; vi) economic
trend factors such as housing starts; vii) emerging governmental regulations;
viii) availability and cost of materials, particularly commodities, including
steel, copper and aluminum, whose cost can be subject to significant variation;
ix) actions of competitors; x) the ultimate cost of resolving environmental and
legal matters; xi) the Company's ability to profitably develop, manufacture and
sell both new and existing products; xii) the extent of any business disruption
that may result from the restructuring and realignment of the Company's
manufacturing operations or system implementations, the ultimate cost of those
initiatives and the amount of savings actually realized; xiii) potential
political and economic adversities that could adversely affect anticipated sales
and production in Brazil; xiv) potential political and economic adversities that
could adversely affect anticipated sales and production in India, including
potential military conflict with neighboring countries; xv) the Company's
ability to reduce a substantial amount of costs in the Engine & Power Train
group associated with excess capacity, and xvi) the ongoing financial health of
major customers. These forward-looking statements are made only as of the date
hereof, and the Company undertakes no obligation to update or revise the
forward-looking statements, whether as a result of new information, future
events or otherwise.
Page 17
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to risk during the normal course of business from credit
risk associated with accounts receivable and from changes in interest rates,
commodity prices and foreign currency exchange rates. The exposure to these
risks is managed through a combination of normal operating and financing
activities which include the use of derivative financial instruments in the form
of foreign currency forward exchange contracts and commodity forward purchasing
contracts. Fluctuations in commodity prices and foreign currency exchange rates
can be volatile, and the Company's risk management activities do not totally
eliminate these risks. Consequently, these fluctuations can have a significant
effect on results. A discussion of the Company's policies and procedures
regarding the management of market risk and the use of derivative financial
instruments was provided in its Annual Report on Form 10-K in Item 7A and in
Notes 1 and 12 of the Notes to Consolidated Financial Statements. The Company
does not utilize financial instruments for trading or other speculative
purposes. There have been no changes in these policies or procedures during the
first quarter of 2005.
The Company utilizes foreign currency forward exchange contracts to hedge
foreign currency receivables, payables and other known transactional exposures
for periods consistent with the expected cash flows of the underlying
transactions. The contracts generally mature within one year and are designed to
limit exposure to exchange rate fluctuations because gains and losses on the
hedged transactions offset gains and losses on the contracts. At March 31, 2005
and December 31, 2004, the Company held foreign currency forward exchange
contracts and foreign currency call options with total notional values in the
amount of $161.4 and $53.4 million, respectively.
The Company uses commodity forward purchasing contracts to help control the cost
of traded commodities, primarily copper and aluminum, used as raw material in
the production of motors, electrical components and engines. Local management is
allowed to contract commodity forwards for a limited percentage of projected raw
material requirements up to one year in advance. The total values of commodity
forwards outstanding at March 31, 2005 and December 31, 2004 were $16.1 and
$23.7 million, respectively.
The Company is subject to interest rate risk, primarily associated with its
borrowings. The Company's $250 million Senior Guaranteed Notes are fixed-rate
debt. The Company's remaining borrowings, which consist of bank borrowings by
its foreign subsidiaries and Industrial Development Revenue Bonds, are
variable-rate debt. Currently, 73% of the Company's total debt is fixed-rate.
While changes in interest rates impact the fair value of this debt, there is no
impact to earnings and cash flow because the Company intends to hold these
obligations to maturity unless refinancing conditions are favorable.
Alternatively, while changes in interest rates do not affect the fair value of
the Company's variable-interest rate debt, they do affect future earnings and
cash flows. A 1% increase in interest rates would increase interest expense for
the year by approximately $0.9 million.
Page 18
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 4
CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the reports that the Company
files or submits 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, and that such information is accumulated and communicated
to the Company's management, including its President and Chief Executive Officer
and Vice President, Treasurer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure.
As of the end of the fiscal quarter covered by this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's Disclosure Committee and management, including the President and Chief
Executive Officer and the Company's Vice President, Treasurer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based
upon such evaluation, the Company's President and Chief Executive Officer along
with the Company's Vice President, Treasurer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures which were
identified as not effective as of December 31, 2004 because of the material
weakness discussed below, have not yet been fully corrected and are, therefore,
not effective as of March 31, 2005. In light of the material weakness, the
Company performed additional analysis and other post-closing procedures to
ensure our consolidated financial statements were prepared in accordance with
generally accepted accounting principles. Accordingly, management believes that
the financial statements included in this report fairly state in all material
respects our financial condition, results of operations and cash flows for the
periods presented.
As outlined in management's annual report as of December 31, 2004, the Company
did not maintain effective controls over the segregation of duties over certain
system access controls as well as security over user access rights to certain
financial application systems which could affect accounts receivable and
revenue, inventory and cost of goods sold, and accounts payable and other
financial statement accounts at a number of its locations. Specifically, the
control deficiencies demonstrated an inadequate design of access security
policies and segregation of duties requirements as well as a lack of independent
monitoring of user access to financial application programs and data.
Individually, these deficiencies were evaluated as representing a more than
remote likelihood that a misstatement that is more than inconsequential, but
less than material, could occur. However, when aggregated, these deficiencies
could result in a misstatement to the financial statement accounts, resulting in
a material misstatement to the consolidated financial statements that would not
be prevented or detected.
The Company has implemented additional controls to remediate this material
weakness. These controls include, but are not limited to, additional levels of
reviews of transactions, additional reviews of changes to financial applications
and data by those with access to both, and reassignment of responsibilities to
provide for better segregation of duties. While specific efforts have been
undertaken to address the segregation of duties and system access issues within
each of the affected locations, the short time between the date at which the
initial conclusions were drawn and the end of the first quarter of 2005 did not
allow management time to verify the adequacy of the measures taken and ensure
these steps had completely addressed the previously identified concerns.
The Company has also made progress with respect to its implementation of a
common, global ERP system, which represents the long-term solution to these
deficiencies as well as a significant improvement to the overall internal
control structure of the company. The system implementation
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TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 4
CONTROLS AND PROCEDURES
includes improved controls over access to financial application programs and
data, independent monitoring of users having unrestricted access to financial
application programs and data, and provides for improved segregation of duties.
The first business went live March 1, 2005 and the Company's remaining locations
are expected to go live during 2006 and 2007.
Changes In Internal Control Over Financial Reporting
As noted above, the Company is in the process of implementing a new global ERP
system. Location implementations began in the first quarter of 2005 and the
Company's remaining locations are expected to go live during 2006 and 2007.
During this time period, there will be significant changes in internal controls
over financial reporting at the operations affected. The Company believes it has
designed adequate controls into the new system and will begin testing their
application at each location shortly after their respective go-live dates.
There have been no changes in the Company's internal controls over financial
reporting, other than those noted above, that occurred during the first quarter
of 2005 that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.
Limitations On The Effectiveness Of Controls And Procedures
Management of the Company, including the chief executive officer and chief
financial officer, does not expect that the Company's disclosure controls and
procedures or internal control over financial reporting will detect or prevent
all error and all fraud. A control system, no matter how well designed and
implemented, can provide only reasonable, not absolute, assurance that the
control system's objective will be met. Because of the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance
that all control issues within a company are detected.
In addition, projection of any evaluation of the effectiveness of internal
control over financial reporting to future periods is subject to the risk that
controls may become inadequate because of changes in condition, or that the
degree of compliance with policies and procedures included in such controls may
deteriorate.
Page 20
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of Tecumseh Products Company was held on
April 27, 2005. Proxies for the meeting were solicited pursuant to Section 14(a)
of the Securities Exchange Act of 1934, and there was no solicitation in
opposition to management's solicitation.
(a) All of management's nominees for directors as listed in the proxy
statement were elected with the following votes:
Votes Votes
Director For Withheld
- ------------------ --------- --------
Peter M. Banks 4,829,478 2,736
Jon E. Barfield 4,829,742 2,532
J. Russell Fowler 4,824,923 7,351
Todd W. Herrick 4,803,176 29,098
Virginia A. Kamsky 4,803,930 28,314
Albert A. Koch 4,830,208 2,066
David M. Risley 4,830,112 2,162
(b) The selection of PricewaterhouseCoopers to serve as the independent
auditor of Tecumseh Products Company was approved.
Votes Votes
For Votes Against Abstain
--------- ------------- -------
Ratification of PricewaterhouseCoopers
as independent auditor 4,830,374 840 1,060
ITEM 6. EXHIBITS
(a) Exhibit
Number Description
------- -----------
31.1 Certification of the President and Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the President and Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
Page 21
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
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.
TECUMSEH PRODUCTS COMPANY
-------------------------
(Registrant)
Dated: May 6, 2005 BY: /s/ JAMES S. NICHOLSON
----------------------------------------
James S. Nicholson
Vice President, Treasurer and
Chief Financial Officer (on behalf
of the Registrant and as principal
financial officer)
Page 22
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
31.1 Certification of the President and Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification of the President and Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.