UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2007
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or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-15661
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AMCOL INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 36-0724340
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1500 West Shure Drive, Suite 500, Arlington Heights, Illinois 60004-7803
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(Address of principal executive offices) (Zip Code)
(847) 394-8730
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).
Large accelerated filer |_| Accelerated filer |X| Non-accelerated filer |_|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at April 23, 2007
- ------------------------------------- ------------------------------------
(Common stock, $.01 par value) 30,114,686 Shares
1
AMCOL INTERNATIONAL CORPORATION
INDEX
Page No.
Part I - Financial Information
Item 1 Financial Statements
Condensed Consolidated Balance Sheets -
March 31, 2007 and December 31, 2006 3
Condensed Consolidated Statements of Operations -
three months ended March 31, 2007 and 2006 5
Condensed Consolidated Statements of Comprehensive Income -
three months ended March 31, 2007 and 2006 6
Condensed Consolidated Statements of Cash Flows -
three months ended March 31, 2007 and 2006 7
Notes to Condensed Consolidated Financial Statements 8
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 15
Item 3 Quantitative and Qualitative Disclosures About Market Risk 24
Item 4 Controls and Procedures 24
Part II - Other Information
Item 1A Risk Factors 25
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 25
Item 6 Exhibits 25
2
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
Item 1. Financial Statements
March 31, December 31,
ASSETS 2007 2006
- --------------------------------------------------------------- ----------- -----------
(unaudited) *
Current assets:
Cash and cash equivalents $ 23,844 $ 17,805
Accounts receivable, net 141,850 133,432
Inventories 87,219 84,612
Prepaid expenses 10,159 10,142
Deferred income taxes 4,551 4,648
Other 761 1,045
----------- -----------
Total current assets 268,384 251,684
----------- -----------
Investment in and advances to affiliates and joint ventures 35,512 31,049
----------- -----------
Property, plant, equipment, and mineral rights and reserves:
Land and mineral rights 17,895 17,428
Depreciable assets 315,787 305,013
----------- -----------
333,682 322,441
Less: accumulated depreciation 187,311 181,669
----------- -----------
146,371 140,772
----------- -----------
Other assets:
Goodwill 50,607 40,341
Intangible assets, net 39,190 25,611
Deferred income taxes 7,999 6,643
Other assets 17,472 15,124
----------- -----------
115,268 87,719
----------- -----------
$ 565,535 $ 511,224
=========== ===========
Continued...
3
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
March 31, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 2007 2006
(unaudited) *
- -------------------------------------------------- ----------- -----------
Current liabilities:
Accounts payable $ 28,993 $ 26,107
Accrued income taxes 1,298 4,844
Accrued liabilities 40,817 47,432
----------- -----------
Total current liabilities 71,108 78,383
----------- -----------
Long-term debt 155,641 112,448
----------- -----------
Minority interests in subsidiaries 276 276
Pension liabilities 12,676 13,209
Other liabilities 20,415 12,090
----------- -----------
33,367 25,575
----------- -----------
Stockholders' equity:
Common stock 320 320
Additional paid in capital 77,848 76,686
Retained earnings 226,177 219,690
Accumulated other comprehensive income 18,148 16,658
----------- -----------
322,493 313,354
Less:
Treasury stock 17,074 18,536
----------- -----------
305,419 294,818
----------- -----------
$ 565,535 $ 511,224
=========== ===========
*Condensed from audited financial statements.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended
March 31,
2007 2006
- ----------------------------------------------------- ----------- -----------
Net sales $ 163,728 $ 142,764
Cost of sales 120,229 107,035
----------- -----------
Gross profit 43,499 35,729
General, selling and administrative expenses 28,805 23,682
----------- -----------
Operating profit 14,694 12,047
----------- -----------
Other income (expense):
Interest expense, net (1,942) (477)
Other, net (167) 212
----------- -----------
(2,109) (265)
----------- -----------
Income before income taxes and income from
affiliates and joint ventures 12,585 11,782
Income tax expense 3,311 3,408
----------- -----------
Income before income from affiliates and
joint ventures 9,274 8,374
Income from affiliates and joint ventures 1,566 1,337
----------- -----------
Net income $ 10,840 $ 9,711
=========== ===========
Weighted average common shares outstanding 30,153 29,774
Weighted average common and common equivalent shares
outstanding 31,017 30,894
Basic earnings per share $ 0.36 $ 0.33
Diluted earnings per share $ 0.35 $ 0.31
Dividends declared per share $ 0.14 $ 0.11
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
Three Months Ended
March 31,
2007 2006
- ------------------------------------------------------- ---------- ----------
Net income $ 10,840 $ 9,711
Other comprehensive income (loss):
Foreign currency translation adjustment 1,405 931
Other 85 --
---------- ----------
Comprehensive income $ 12,330 $ 10,642
========== ==========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Three Months Ended
March 31,
2007 2006
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Cash flow from operating activities:
Net income $ 10,840 $ 9,711
Adjustments to reconcile from net income to net cash
provided by (used in) operating activities:
Depreciation, depletion, and amortization 6,714 4,907
Changes in assets and liabilities, net of effects
of acquisitions:
Decrease (increase) in current assets (7,091) (7,873)
Decrease (increase) in noncurrent assets (954) (2,610)
Increase (decrease) in current liabilities (6,634) (7,946)
Increase (decrease) in noncurrent liabilities (133) (276)
Other 3,513 (10)
----------- -----------
Net cash provided by (used in) operating activities 6,255 (4,097)
----------- -----------
Cash flow from investing activities:
Capital expenditures (10,876) (9,311)
Acquisitions, net of cash (27,204) (1,289)
Investments in and advances to affiliates and joint
ventures (2,466) (110)
Investments in restricted cash (957) --
Other 489 272
----------- -----------
Net cash used in investing activities (41,014) 10,438)
----------- -----------
Cash flow from financing activities:
Net change in outstanding debt 42,800 12,491
Proceeds from sales of treasury stock 886 1,513
Purchases of treasury stock -- (1,119)
Dividends declared (4,204) (3,291)
Excess tax benefits from stock-based compensation 927 1,650
----------- -----------
Net cash provided by (used in) financing activities 40,409 11,244
----------- -----------
Effect of foreign currency rate changes on cash 389 743
----------- -----------
Net increase (decrease) in cash and cash equivalents 6,039 (2,548)
----------- -----------
Cash and cash equivalents at beginning of period 17,805 15,997
----------- -----------
Cash and cash equivalents at end of period $ 23,844 $ 13,449
=========== ===========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
7
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except share and per share amounts)
Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Company Operations
AMCOL International Corporation (the Company) operates in five segments:
Minerals, Environmental, Oilfield services, Transportation and Corporate. The
Minerals segment mines, processes and distributes clays and products with
similar applications to various industrial and consumer markets. The
Environmental segment processes and distributes clays and products with similar
applications for use as a moisture barrier in commercial construction, landfill
liners and in a variety of other industrial and commercial applications. The
Oilfield services segment provides onshore and offshore water treatment
filtration, pipeline separation, waste fluid treatment, rental tools and well
testing data services for the oil and gas industry. The Transportation segment
includes a long-haul trucking business and a freight brokerage business, which
provide services to our other segments as well as third-party customers.
Intersegment sales are insignificant, other than intersegment shipping, which is
eliminated in the Corporate segment. The composition of our revenues by segment
is as follows:
Three Months Ended
March 31,
2007 2006
- ---------------------------------------------------- --------- ---------
Minerals 52% 56%
Environmental 30% 28%
Oilfield services 13% 10%
Transportation 7% 9%
Intersegment shipping -2% -3%
--------- ---------
100% 100%
========= =========
Further discussion of segment information is included in Note 4, "Business
Segment Information."
Basis of Presentation
The financial information included herein has been prepared by management
and, other than the condensed consolidated balance sheet as of December 31,
2006, is unaudited. The condensed consolidated balance sheet as of December 31,
2006 has been derived from, but does not include all of the disclosures
contained in, the audited consolidated financial statements for the year ended
December 31, 2006. The information furnished herein includes all adjustments
that are, in the opinion of management, necessary for a fair presentation of the
results of operations and cash flows for the interim periods ended March 31,
2007 and 2006, and the financial position of the Company as of March 31, 2007,
and all such adjustments are of a normal recurring nature. The accompanying
condensed consolidated financial information should be read in conjunction with
the consolidated financial statements and related notes included in our Annual
Report on Form 10-K for the year ended December 31, 2006.
8
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except share and per share amounts)
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during
the reporting period. Actual results may differ from those estimates.
The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year.
Reclassifications
In addition to segment disclosures contained in Note 4, certain prior year
amounts have been reclassified to conform to the current year's presentation.
Note 2: EARNINGS PER SHARE
The table below provides further share information used in computing our
earnings per share for the periods presented herein. Basic earnings per share
was computed by dividing net income by the weighted average number of common
shares outstanding during each period. Diluted earnings per share was computed
by dividing net income by the weighted average common shares outstanding after
consideration of the dilutive effect of stock options outstanding during each
period.
Three Months Ended
March 31,
2007 2006
- ------------------------------------------------------------------- ----------- -----------
Weighted average number of common shares outstanding 30,152,857 29,773,953
Dilutive impact of stock options 863,954 1,120,281
----------- -----------
Weighted average number of common and common equivalent
shares for the period 31,016,811 30,894,234
=========== ===========
Number of common shares outstanding at the end of the period 30,100,384 29,933,271
=========== ===========
Weighted average number of anti-dilutive shares excluded from the
computation of diluted earnings per share 187,388 146,225
=========== ===========
9
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except share and per share amounts)
Note 3: ADDITIONAL BALANCE SHEET INFORMATION
Inventories at March 31, 2007 have been valued using the same methods as
at December 31, 2006. Our inventories are comprised of the following components:
March 31, December 31,
2007 2006
- ------------------------------------------------------- ----------- -----------
Crude stockpile inventories $ 22,412 $ 26,390
In-process inventories 36,432 32,640
Other raw material, container, and supplies inventories 28,375 25,582
----------- -----------
$ 87,219 $ 84,612
=========== ===========
We mine various minerals using a surface mining process that requires the
removal of overburden. Under various governmental regulations, we are obligated
to restore the land comprising each mining site to its original condition at the
completion of mining activity. The obligation is adjusted to reflect the passage
of time and changes in estimated future cash outflows. A reconciliation of the
activity within our reclamation obligation is as follows:
Three Months Ended
March 31,
2007
- ------------------------------------------ --------------------
Balance at beginning of period $ 5,715
Settlement of obligations (399)
Liabilities incurred and accretion expense 626
--------------------
Balance at end of period $ 5,942
====================
A reconciliation of the activity within our accrued warranty obligation is
as follows:
Three Months Ended
March 31,
2007
- ------------------------------ --------------------
Balance at beginning of period $ 911
Charged to costs and expenses 113
Net settlements (160)
Foreign currency translation 1
--------------------
Balance at end of period $ 865
====================
Note 4: BUSINESS SEGMENT INFORMATION
As previously mentioned, we operate in five business segments. We identify
segments based on management responsibility and the nature of the business
activities of each component of the Company. We measure segment performance
based on operating profit, which is defined as net sales less cost of sales and
general, selling and administrative expenses related to a segment's operations.
The costs deducted to arrive at operating profit do not include interest or
income taxes. Segment assets are those assets used in the operations of that
segment. Corporate assets include cash and cash equivalents, corporate leasehold
improvements, and other miscellaneous equipment.
10
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except share and per share amounts)
Effective beginning in the first quarter of 2007, we included our
nanocomposite business within the Minerals segment. Those expenses were
previously included within the Corporate segment. The 2006 segment results also
reflect the change in reporting. Operating results and profit margins for both
reporting periods were not materially impacted by the change.
The following summaries set forth certain financial information by
business segment:
Three Months Ended
March 31,
2007 2006
- ---------------------------------------- ------------- -------------
Net sales:
Minerals $ 85,813 $ 80,071
Environmental 48,698 40,158
Oilfield services 21,964 14,972
Transportation 10,893 12,471
Intersegment shipping (3,640) (4,908)
------------- -------------
Total $ 163,728 $ 142,764
============= =============
Operating profit (loss):
Minerals $ 9,257 $ 7,888
Environmental 6,243 4,786
Oilfield services 3,166 2,945
Transportation 540 683
Corporate (4,512) (4,255)
------------- -------------
Total $ 14,694 $ 12,047
============= =============
As of Mar. 31, As of Dec. 31,
2007 2006
- ---------------------------------------- ------------- -------------
Assets:
Minerals $ 271,250 $ 245,417
Environmental 166,868 145,884
Oilfield services 86,985 84,917
Transportation 3,871 3,722
Corporate 36,561 31,284
------------- -------------
Total $ 565,535 $ 511,224
============= =============
11
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except share and per share amounts)
Note 5: EMPLOYEE BENEFIT PLANS
Our net periodic benefit cost for our defined benefit pension plan was as
follows:
Three Months Ended
March 31,
2007 2006
- ---------------------------------------- ---------- ----------
Service cost $ 415 $ 434
Interest cost 552 497
Expected return on plan assets (674) (630)
Amortization of prior service cost 17 8
---------- ----------
Net periodic benefit cost $ 310 $ 309
========== ==========
We previously disclosed in our Annual Report on Form 10-K for the year
ended December 31, 2006 that we expected to contribute $1,000 to our pension
plan in 2007. That full contribution was made in the first quarter of 2007.
Note 6: INCOME TAXES
Our effective tax rate for the three months ended March 31, 2007 was
26.3%, which differs from the U.S. Federal statutory rate of 35% largely due to
depletion deductions and differences in local tax rates on the income from our
foreign subsidiaries. Additionally, the 26.3% includes an increase to income tax
expense of $143 for changes in estimates related to provision to return
differences. Excluding the $143, the effective tax rate would have been 25.2%.
Our effective tax rate for the three months ended March 31, 2006 was
28.9%, which varies from the U.S. Federal statutory rate of 35% for the same
depletion and foreign tax rates mentioned above. Additionally, the 28.9%
includes an increase to income tax expense of $157 for changes in estimates
related to provision to return differences. Excluding the $157, the effective
tax rate would have been 27.7%.
In the normal course of business, we are subject to examination by taxing
authorities throughout the world. With few exceptions, we are no longer subject
to U.S. federal, state, local, or non-US income tax examinations by tax
authorities for years prior to 2001. The Internal Revenue Service ("IRS") has
examined our U.S. federal income tax returns for all years through 2002.
Effective January 1, 2007, we adopted the provisions of FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes ("FIN 48").
Our adoption of FIN 48 resulted in a $252 decrease in retained earnings and an
increase to income taxes payable of $2,065 due to additional deferred tax assets
of $1,876 and additional income tax receivables of $189. In addition, we
reclassified $4,379 of income tax liabilities from current liabilities to
non-current liabilities as we do not anticipate settling these liabilities
within the next twelve months.
12
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except share and per share amounts)
At January 1, 2007, our worldwide liability for uncertain tax positions
was $4,846. Unrecognized tax benefits of $2,778 would affect our effective tax
rate if recognized. There were no significant changes in components of the
liability in the three months ending March 31, 2007.
We record penalties and interest relating to uncertain tax positions in
the income tax expense line item within our consolidated statement of
operations. At January 1, 2007, approximately $2,064 was included in the
liability for uncertain tax positions for the possible payment of interest and
penalties.
Approximately $1,575 of unrecognized tax benefits relate to items that are
affected by expiring statute of limitations within the next 12 months. Of this
amount, $754 could have an impact on our effective tax rate.
Note 7: ACQUISITIONS
We made payments of $1,531 in the three months ended March 31, 2007 to
former owners of businesses we acquired pursuant to contingent payment
arrangements associated with those acquisitions. These payments had the effect
of increasing the amount of goodwill by $313 and decreasing accrued liabilities
by $1,218.
In January 2007, our Environmental segment acquired the business assets of
LBI Techonologies, Inc., whose product, Liquid Boot (R), is a spray-applied,
asphalt based coating used under slabs and / or backfilled walls as part of a
barrier system to prevent the intrusion of gas or organic vapors into occupied
structures or buildings. We paid approximately $17,738 for the business and
recognized $6,352 of goodwill and $8,570 of intangible assets. The allocation of
this purchase price has not been finalized as we are in the process of
determining the fair values of the assets acquired and liabilities assumed. The
acquisition agreement provides for contingent consideration which, if the
consideration is recognized, would result in additional goodwill.
In March 2007, our Minerals segment acquired the Microsponge (R)
technology and all related assets, including an existing customer base and
patent portfolio. Microsponge (R) is a system of biologically inert particles
that is used to deliver active ingredients in dermatological products such as
lotions and ointments. We paid approximately $7,970 for the business and
recognized $6,000 of goodwill and $4,119 of intangible assets for this
acquisition as of March 31, 2007. The allocation of this purchase price has not
been finalized as we are in the process of determining the fair values of the
assets acquired and liabilities assumed. The acquisition agreement provides for
contingent consideration which, if the consideration is recognized, would result
in additional goodwill.
Note 8: DEBT
On March 9, 2007, we amended our revolving credit agreement to increase
the borrowing capacity from $120,000 to $150,000 and extend the maturity to
April 1, 2012; all other substantive terms and conditions remained the same.
13
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except share and per share amounts)
On April 2, 2007, we issued and sold $75,000 of senior notes (the "Notes")
to a qualified institutional buyer which are payable at maturity on April 2,
2017, subject to certain acceleration features upon default. The Notes are
comprised of (a) $45,000 aggregate principal amount of Series 2007-A Adjustable
Fixed Rate Guaranteed Senior Notes, Tranche 1, due April 2, 2017 (the "Tranche
1" notes) and (b) $30,000 aggregate principal amount of Series 2007-A Adjustable
Floating Rate Guaranteed Senior Notes, Tranche 2 (the "Tranche 2" notes).
Tranche 1 bears interest at 5.78%, payable semi-annually in arrears on April 2nd
and October 2nd of each year, beginning October 2, 2007. Tranche 2 bears
interest at an annual rate of 0.55% plus LIBOR in effect from time to time,
adjusted quarterly, and is payable in arrears beginning July 2, 2007. No amounts
relating to these Notes are reflected in our financial statements as of March
31, 2007.
In conjunction with the issuance of the Notes, we also entered into an
interest rate swap agreement with Wells Fargo Bank, N.A. (the "Interest Rate
Swap Agreement") which has the effect of converting the Tranche 2 floating
interest rate into a fixed rate of 5.6% per annum over the term of the Tranche 2
notes. No amounts regarding the Interest Rate Swap Agreement are reflected in
the financial statements as of March 31, 2007.
Note 9: CONTINGENCIES
We are party to a number of lawsuits arising in the normal course of
business. We do not believe that any pending litigation will have a material
adverse effect on our consolidated financial statements.
14
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward-Looking Statements
From time to time, certain statements we make, including statements in
this Management's Discussion and Analysis of Financial Condition and Results of
Operations section, constitute "forward-looking statements" made in reliance
upon the safe harbor contained in Section 21E of the Securities Exchange Act of
1934, as amended. Such forward-looking statements include statements relating to
our Company or our operations that are preceded by terms such as "expects,"
"believes," "anticipates," "intends" and similar expressions, and statements
relating to anticipated growth and levels of capital expenditures. Such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties. Our actual results, performance or achievements could
differ materially from the results, performance or achievements expressed in, or
implied by, these forward-looking statements as a result of various factors,
including without limitation the following: actual performance in our various
markets; conditions in the metalcasting and construction industries; operating
costs; competition; currency exchange rates and devaluations; delays in
development, production and marketing of new products; integration of acquired
businesses; and other factors set forth from time to time in our reports filed
with the Securities and Exchange Commission. We undertake no duty to update any
forward looking statements to actual results or changes in our expectations.
Overview
We are a global, specialty minerals company and earn our revenues and
profits from a diverse group of industrial and consumer product lines. Our
principal operations are located in North America, Europe and the Asia-Pacific
region.
We operate in five segments: Minerals, Environmental, Oilfield services,
Transportation and Corporate. Our Minerals segment operates in three principal
markets: metalcasting, pet products and specialty minerals. The Environmental
segment's principal markets include lining technologies, building materials and
water treatment. Our Oilfield services segment provides both onshore and
offshore water treatment filtration, pipeline separation, and well testing data
services for the oil and gas industry. Our Transportation segment provides
trucking services for our domestic businesses as well as third parties.
Intersegment shipping revenues are eliminated in our Corporate segment.
The principal mineral that we utilize to generate revenues is bentonite.
We own or lease bentonite reserves in the United States, China and Australia.
Additionally, through our affiliates and joint ventures, we have access to
bentonite reserves in Egypt, India and Mexico. Bentonite deposits have varying
physical properties which require us to identify which markets our reserves can
serve. We believe that our understanding of bentonite properties, mining
methods, processing and application to markets are the core components of our
longevity and future prospects.
Our customers are engaged in various end-markets and geographies.
Customers in the Minerals segment range from foundries that produce castings for
automotive, industrial, and transportation equipment, including heavy-duty
trucks and railroad cars, to producers of consumer goods, including cat box
filler, cosmetics and detergents. The customers for our Environmental segments'
lining technologies and building materials products are predominantly
engineering contractors. The Oilfield services customer base is primarily
comprised of oil service or exploration companies. A significant portion of our
products have been used in the same applications for decades and have
experienced minimal technological obsolescence. A majority of our business is
performed under short-term agreements; therefore, terms of sale, such as pricing
and volume, can change within our fiscal year.
15
The majority of our revenues are generated in North America; consequently,
the state of the United States economy impacts our revenues. Our fastest growing
markets are in the Asia-Pacific and Central European regions, which have
continued to outpace the United States in economic growth in recent years.
Sustainable, long-term profit growth is our primary objective. We employ a
number of strategic initiatives to achieve this goal:
o Organic growth: The central component of our growth strategy
is expansion of our product lines and market presence. We have
a history of commitment to research and development and using
this resource to bring innovative products to market. We
believe this approach to growth offers the best probability of
achieving our long-term goals at the lowest risk.
o Globalization: We have expanded our manufacturing and
marketing organizations into European and Asia-Pacific regions
over the last 40 years. This operating experience enables us
to expand further into emerging markets. We see significant
opportunities in the Asia-Pacific region for expanding our
revenues and earnings over the long-term as a number of
markets we serve, such as metalcasting and lining
technologies, are expected to grow. We expect to take
advantage of these growth areas either through our wholly
owned subsidiaries or investments in affiliates and joint
ventures.
o Mineral development: Bentonite is a component in a majority of
the products we produce. Since it is a natural material, we
must continually expand our reserve base to maintain a
long-term business. Our goal is to add new reserves to replace
the bentonite mined each year. Furthermore, we need to assure
new reserves meet the physical property requirements for our
diverse product lines and are economical to mine. Our
organization is committed to developing its global reserve
base to meet these requirements.
o Acquisitions: We continually seek opportunities to add
complementary businesses to our portfolio of products. Over
the last four years, we have acquired a number of businesses.
A strong financial position will enable us to continue to
acquire businesses which, in our assessment, are fairly valued
and fit with our growth strategy.
A number of risks will challenge us in meeting these long-term objectives,
and there can be no assurance that we will achieve success in implementing any
one or more of them. We describe certain risks under "Item 1A. Risk Factors" and
"Item 7A. Quantitative and Qualitative Disclosure About Market Risk" within our
Annual Report on Form 10-K for the year ended December 31, 2006. In general, the
significance of these risks has not materially changed over the past year.
16
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of
operations are based upon our condensed consolidated financial statements
prepared in accordance with accounting principles generally accepted in the
United States. We evaluate the accounting policies and estimates used to prepare
the financial statements on an ongoing basis. We consider the accounting
policies used in preparing our financial statements to be critical accounting
policies when they are both important to the portrayal of our financial
condition and results of operations, and require us to make estimates, complex
judgments, and assumptions, including with respect to events which are
inherently uncertain. As a result, actual results could differ from these
estimates. For more information on our critical accounting policies, one should
also read our Annual Report on Form 10-K for the year ended December 31, 2006.
Analysis of Results of Operations
Following is a discussion and analysis that describes certain factors that have
affected, and may continue to affect, our financial position and operating
results. This discussion should be read with the accompanying condensed
consolidated financial statements. In addition, as discussed in Note 1 of the
Notes to Condensed Consolidated Financial Statements in Item 1, we have
reclassified certain prior year amounts to conform to the current year's
presentation. The following discussion and analysis of results of operations and
financial condition are based upon such reclassified financial data.
Three months ended March 31, 2007 vs. March 31, 2006
Results of operations (in millions):
Net sales: 2007 2006 % Change
--------- --------- ---------
$ 163.7 $ 142.8 15%
Net sales from base businesses (those operations owned for greater than
one year) accounted for approximately 18% of the growth, or 2.7 percentage
points, over the prior year period. Acquisitions and foreign exchange
contributed 60% and 22% of the growth, respectively. On an operating segment
basis, the Environmental segment contributed approximately 41% of the growth
while the Minerals and Oilfield services segments contributed 27% and 33% of the
growth, respectively. The Transportation segment accounted for a 1% decline in
sales over the 2006 period.
Gross profit: 2007 2006 % Change
--------- --------- ---------
$ 43.5 $ 35.7 22%
Margin 26.6% 25.0% N/A
Increased sales were responsible for the increase in gross profit in the
period. Gross margin improved by 160 basis points due to favorable segment sales
distribution. Our higher growth segments, Environmental and Oilfield Services,
have the highest gross margins.
17
General, selling &
administrative expenses: 2007 2006 % Change
--------- --------- ---------
$ 28.8 $ 23.7 22%
The Oilfield Services segment accounted for approximately one-half of the
increase over the 2006 period principally due to amortization of intangible
assets and personnel-related costs. The amortization expense was associated with
acquisitions completed in the second half of 2006. Operating expenses associated
with acquired businesses also led to the increase in the Minerals and
Environmental segments; our Environmental segment also experienced increased
personnel and sales related expenses.
Operating profit: 2007 2006 % Change
--------- --------- ---------
$ 14.7 $ 12.0 22%
Margin 9.0% 8.4% N/A
Operating profit increased with the higher gross profit reported in the
2007 period. The 60 basis point increase in operating margin reflected greater
contribution by the Environmental and Oilfield Services segments which have the
highest operating margins.
Interest expense, net: 2007 2006 % Change
--------- --------- ---------
$ 1.9 $ 0.5 307%
Interest expense in the current-year quarter increased due both to greater
average long-term debt compared with the prior-year period and increased
interest rates. The increase in long-term debt was attributed to increased
capital expenditures, acquisitions and working capital funding in the
current-year period. The majority of our long-term debt has a variable rate of
interest which is primarily influenced by the changes in LIBOR.
Other income / (expense): 2007 2006 % Change
--------- --------- ---------
$ (0.2) $ 0.2 N/A
In the current reporting period, we recognized foreign exchange losses
primarily resulting from transactions originated at our international
subsidiaries. Conversely, we recognized foreign exchange gains in the prior-year
reporting period. Fluctuation between the Polish Zloty to Euro exchange rates
was the primary contributor to the losses in the current-year period. We do not
actively hedge our exposures to foreign currencies.
Income tax expense: 2007 2006 % Change
--------- --------- ---------
$ 3.3 $ 3.4 (3%)
Effective tax rate 26.3% 28.9% N/A
Our effective tax rate in both reporting periods continues to differ from
the U.S. Federal statutory 35% rate due to depletion deductions and differences
in local tax rates on the income of our foreign subsidiaries which are generally
lower than the U.S. rates. The 2006 quarter included additional expense for
adjustments related to previously recorded tax liabilities.
18
Income from affiliates 2007 2006 % Change
--------- --------- ---------
& joint ventures $ 1.6 $ 1.3 17%
Our India-based investments contributed the increase in income from joint
ventures and affiliates in the current period. Those investments also accounted
for a large majority of the income reported in both periods.
Net income 2007 2006 % Change
--------- --------- ---------
$ 10.8 $ 9.7 12%
Margin 6.6% 6.8% N/A
Current-period net income improved due to higher operating profit and a
lower effective tax rate.
Diluted earnings per share: 2007 2006 % Change
--------- --------- ---------
$ 0.35 $ 0.31 13%
Earnings per share improved commensurate with greater net income. Weighted
average common and common equivalent shares outstanding remained relatively
constant compared to the 2006 period.
Segment analysis:
Following is a review of operating results for each of our five reporting
segments:
Minerals Three Months Ended March 31,
2007 2006 2007 vs. 2006
(Dollars in Thousands)
- ------------------------- ------------------------------------------------------------------------------
Net sales $ 85,813 100.0% $ 80,071 100.0% $ 5,742 7.2%
Cost of sales 69,014 80.4% 65,179 81.4%
---------- ---------- ---------- ----------
Gross profit 16,799 19.6% 14,892 18.6% 1,907 12.8%
General, selling and
administrative expenses 7,542 8.8% 7,004 8.7% 538 7.7%
---------- ---------- ---------- ---------- ----------
Operating profit 9,257 10.8% 7,888 9.9% 1,369 17.4%
Base businesses, on a constant currency basis, declined by 5% from the
prior-year period. Lower sales volume in the domestic metalcasting market
accounted for reduced base business revenue offsetting higher sales in the
specialty minerals and pet products areas. An acquisition and favorable exchange
rates accounted for approximately 71% and 34% of sales growth, respectively. The
acquired business was purchased in October 2006 and is a part of our
metalcasting product line. Favorable exchange rates provided the growth due to
strengthening of the British Pound and Asian currencies against the US dollar.
19
Gross profit margin improved by 100 basis points due to favorable product
mix. Higher transportation, energy and raw material costs negatively impacted
the 2006 period more so than the current-year quarter.
General, selling and administrative expenses increased mainly due to
amortization related to intangible assets. Those assets were recorded as part of
the purchase accounting for the acquisition of a metalcasting business in
October 2006.
Operating margin improved by 90 basis points over the 2006 period in
conjunction with the gross margin improvement.
Effective beginning in the first quarter of 2007, we included our
nanocomposite business within the Minerals segment. Those expenses were
previously included within the Corporate segment. The 2006 segment results also
reflect the change in reporting. Operating results and profit margins for both
reporting periods were not materially impacted by the change.
Environmental Three Months Ended March 31,
2007 2006 2007 vs. 2006
(Dollars in Thousands)
- --------------------------- -----------------------------------------------------------------------------
Net sales $ 48,698 100.0% $ 40,158 100.0% $ 8,540 21.3%
Cost of sales 31,163 64.0% 25,879 64.4%
---------- ---------- ---------- ----------
Gross profit 17,535 36.0% 14,279 35.6% 3,256 22.8%
General, selling and
administrative expenses 11,292 23.2% 9,493 23.6% 1,799 19.0%
---------- ---------- ---------- ---------- ----------
Operating profit 6,243 12.8% 4,786 12.0% 1,457 30.4%
Base businesses, on a constant currency basis, accounted for approximately
53% of the growth over the prior-year period. Acquired businesses and favorable
foreign currencies contributed 21% and 26%, respectively, to the growth in
sales. Relative strengthening of the Polish Zloty, British Pound and the Asian
currencies against the US dollar led to the foreign currency-based growth.
On a product line basis, higher building materials shipments throughout
Europe represented the largest improvement in base business sales. Lining
technologies sales increased primarily due to contracting services revenues.
Gross profit improved in conjunction with sales. The 40 basis point
improvement in gross margin was due to product mix and lower manufacturing costs
in the U.S. operations.
G, S & A increased due to additional expenses associated with acquired
businesses and higher personnel-related costs. Operating margin improved by 80
basis points due to the expanded gross margin and a lower relative increase in
G, S & A expenses in the current-year quarter.
20
Oilfield Services Three Months Ended March 31,
2007 2006 2007 vs. 2006
(Dollars in Thousands)
- --------------------------- -----------------------------------------------------------------------------
Net sales $ 21,964 100.0% $ 14,972 100.0% $ 6,992 46.7%
Cost of sales 14,077 64.1% 9,896 66.1%
---------- ---------- ---------- ----------
Gross profit 7,887 35.9% 5,076 33.9% 2,811 55.4%
General, selling and
administrative expenses 4,721 21.5% 2,131 14.2% 2,590 121.5%
---------- ---------- ---------- ---------- ----------
Operating profit 3,166 14.4% 2,945 19.7% 221 7.5%
Acquired businesses represented approximately 91% of the growth in
revenues. Base business revenues and favorable foreign currency translation
equally contributed the remainder of the growth over the 2006 quarter. Base
business growth was suppressed by a slowdown in filtration and pipeline service
activity late in the quarter. On a regional basis, domestic markets saw a large
majority of the increased business activity. Additionally, the prior-year
quarter benefited from pipeline filtration services for customers with
operations in the Gulf of Mexico after damage inflicted by hurricanes in 2005.
Gross margin improved by 200 basis points primarily due to revenue mix.
The two acquired businesses - Nitrogen Services and Rental Tools and Equipment -
both generate higher margins than our base businesses.
G, S&A expenses increased due to amortization and operating expenses
associated with acquired businesses as well as higher personnel-related costs.
Operating margin declined 530 basis points due to the high relative increase in
G, S & A expenses over the prior-year period.
Transportation Three Months Ended March 31,
2007 2006 2007 vs. 2006
(Dollars in Thousands)
- ------------------------- ------------------------------------------------------------------------------
Net sales $ 10,893 100.0% $ 12,471 100.0% $ (1,578) -12.7%
Cost of sales 9,615 88.3% 10,989 88.1%
---------- ---------- ---------- ----------
Gross profit 1,278 11.7% 1,482 11.9% (204) -13.8%
General, selling and
administrative expenses 738 6.8% 799 6.4% (61) -7.6%
---------- ---------- ---------- ---------- ----------
Operating profit 540 4.9% 683 5.5% (143) -20.9%
Traffic levels declined in the current-year quarter. Transportation
services for the Environmental segment primarily led to the decline. Pricing was
relatively constant compared with the prior-year period. Gross profit and
margins were negatively impacted by the lower traffic levels. G, S & A spending
declined over the 2006 quarter in several categories.
21
Corporate Three Months Ended March 31,
2007 2006 2007 vs. 2006
(Dollars in Thousands)
- ------------------------ -----------------------------------------------------
Intersegment
shipping sales $ (3,640) $ (4,908)
Intersegment
shipping costs (3,640) (4,908)
---------- ----------
Gross profit -- --
Corporate general,
selling and
administrative
expenses 4,512 4,255 257 6.0%
---------- ----------
Operating loss 4,512 4,255 257 6.0%
Intersegment shipping revenues and costs are related to billings from the
Transportation segment to the domestic Minerals and Environmental segments for
services. These services are invoiced to the Minerals and Environmental segments
at arms-length rates and those costs are subsequently charged to customers.
Intersegment sales and costs reported above reflect the elimination of these
transactions.
Corporate G, S & A expenses increased primarily due to greater
professional fees.
Liquidity and capital resources
Cash flows from operations, borrowings from a revolving credit facility
and proceeds from the exercise of stock options by employees have been our
sources of funds to purchase property, plant and equipment; acquire businesses;
repurchase common stock; and pay dividends to shareholders. We believe cash
flows from operations and borrowings from an unused and committed revolving
credit facility will be adequate to support our operating plans for the
foreseeable future. Following is a discussion and analysis of our cash flow
activities as presented in the Condensed Consolidated Statement of Cash Flows
presented within Part 1 of this report.
Three Months Ended
Cash Flows March 31,
($ in millions) 2007 2006
- --------------------------------------------------- ---------- ----------
Net cash provided by (used in) operating activities $ 6.3 $ (4.1)
Net cash provided by (used in) investing activities $ (41.0) $ (10.4)
Net cash provided by (used in) financing activities $ 40.4 $ 11.2
Cash flows from operating activities improved largely due to higher
current-year net income, non-cash charges such as depreciation and amortization,
and less of an increase in working capital needs. Historically, cash flows from
operations have increased over the course of the year and we anticipate this
pattern will continue for the remainder of 2007.
Cash flows used in investing activities increased in the 2007 period due
to acquisitions. We acquired two businesses in the current-year period, Liquid
Boot Technologies, included in our Environmental segment, and the Microsponge(R)
business of Cardinal Health Care Company, included in our Minerals segment.
Capital expenditures totaled $10.9 million for the 2007 period compared with
$9.3 million in the prior-year period. Expenditures related to Corporate segment
projects accounted for the increase. Capital expenditures for 2007 are estimated
to be in the range of $35 million to $40 million. Investments and advances to
affiliates and joint ventures increased primarily due to funding for a new
investment in Antwerp, Belgium. The venture, in which we own 50% of the shares,
will be engaged in processing, marketing and selling specialty minerals to the
European market. Our partner is Ashapura Minechem Limited, an industrial
minerals company based in India, in which we own approximately 21% of the
outstanding shares.
22
Cash flows provided by financing activities increased in the 2007 period
primarily due to additional debt borrowings to fund acquisitions. We filed a
current reports, on Form 8-K, in March 2007 which described principal terms of a
new bank credit agreement. The agreement increased our borrowing capability to
$150 million and extended the term to April 2, 2012. Financial covenants and
interest rate pricing remained the same as the prior agreement. We also filed a
current report, on form 8-K, in April 2007 describing our $75 million private
debt placement with Metlife Insurance Company. The debt is payable in a lump-sum
on April 2, 2017. The purpose of the transaction was to fix the interest cost of
a portion of our debt. The proceeds from the placement were used to pay an
equivalent amount of revolving credit notes outstanding under the bank credit
facility mentioned above. We also entered into an interest rate swap agreement
with Wells Fargo Bank to convert the variable interest rate on $30 million of
the private placement debt into a fixed interest rate.
Dividends declared increased to $0.14 per share from $0.11 per share in
the prior- year quarter, consequently increasing the financing needs this year.
We did not repurchase any shares of our stock on the open market in the first
quarter of this year. As of March 31, 2007, we have $15 million of funds
available to repurchase shares. Our Board of Directors authorized these funds on
November 10, 2006; the authorization will expire on November 10, 2008.
As at
Financial Position March 31, December 31,
($ in millions) 2007 2006
- ------------------------------- ------------ ------------
Working capital $ 197.3 $ 173.3
Goodwill & intangible assets $ 89.8 $ 66.0
Total assets $ 565.5 $ 511.2
Long-term debt $ 155.6 $ 112.4
Other long-term obligations $ 33.4 $ 25.6
Stockholder's equity $ 305.4 $ 294.8
Working capital at March 31, 2007, increased over the amount at December
31, 2006 due to an increase in accounts receivable commensurate with the growth
in sales. Current ratio was 3.8-to-1 and 3.2-to-1 at March 31, 2007, and
December 31, 2006, respectively.
Long-term debt increased commensurate with funding of the aforementioned
acquisitions, greater working capital requirements and funding of capital
expenditures. Consequently, long-term debt relative to total capitalization rose
to 34% at March 31, 2007, compared with 28% at December 31, 2006. As described
above, we renegotiated the bank credit agreement in the first quarter of 2007.
We have approximately $81 million of borrowing capacity available from our
revolving credit facility. We are in compliance with financial covenants related
to the revolving credit facility as of March 31, 2007.
We have evaluated the funding requirements of our defined benefit pension
plan following passage of the Pension Reform Act of 2006. At this time, we do
not anticipate any material funding requirement for our plan as a consequence of
the Act.
23
We believe future cash flows from operations combined with financing
capability from our revolving credit facility will be adequate to fund necessary
investing activities planned in the future.
Since the mid 1980's, we have been named as one of a number of defendants
in product liability lawsuits relating to the minor free-silica content within
our bentonite products used in the metalcasting industry. The plaintiffs in
these lawsuits are primarily employees of our former and current customers. To
date, we have not incurred significant costs in defending these matters. We
believe we have adequate insurance coverage and do not believe the litigation
will have a material adverse impact on our financial position, liquidity or
results of operations.
Contractual Obligations and Off-Balance Sheet Arrangements (in millions)
Item 7 of our Annual Report on Form 10-K for the year ended December 31,
2006 discloses our contractual obligations and off-balance sheet arrangements.
Other than the increase in our long-term bank debt as disclosed in our condensed
consolidated financial statements herein and the contribution to our defined
benefit plan as discussed in Note 5 of the Notes to Condensed Consolidated
Financial Statements within this Form 10-Q, there were no material changes in
our contractual obligations and off-balance sheet arrangements.
Item 3: Quantitative and Qualitative Disclosures About Market Risk
There were no material changes in our market risk from the disclosures
made in our Annual Report on Form 10-K for the year ended December 31, 2006.
Item 4: Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and
Chief Financial Officer, has evaluated the effectiveness of our disclosure
controls and procedures, as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as of the end of the period covered by this report. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that, as of the end of such period, our disclosure controls and procedures were
effective in recording, processing, summarizing, and reporting, on a timely
basis, information we are required to disclose in the reports we file or submit
under the Exchange Act.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting
that occurred during our most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II - OTHER INFORMATION
24
Item 1A: Risk Factors
Information regarding risk factors appears in Part 1, "Item 1A. Risk
Factors" of our Annual Report on Form 10-K for the year ended December 31, 2006.
There have been no material changes from the risk factors disclosed therein.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
In 2006, the Board of Directors announced a program to repurchase up to
$15 million of our outstanding stock; this authorization expires November 10,
2008. We did not repurchase any stock in the three months ending March 31, 2007
and the full $15 million remains available.
Item 6: Exhibits
Exhibit
Number
10.1 Additional Guarantor Supplement dated March 8, 2007, by CETCO Oilfield
Services Company (incorporated by reference to Exhibit 10.1 to the
Company's Report on Form 8-K Filed March 13, 2007)
10.2 Second Amendment to Credit Agreement dated as of March 9, 2007 among
AMCOL International Corporation; CETCO Europe, Ltd.; AMCOL Minerals
Europe, Ltd. (f/k/a Colin Steward Minchem Limited); CETCO Poland SP.
Z.O.O; Volclay Pty. Ltd.; Ameri-Co Logistics, Inc.; American Colloid
Company; Colloid Environmental Technologies Company; AMCOL Specialties
Holdings, Inc.; CETCO Oilfield Services Company; Harris N.A.; Wells
Fargo Bank, N.A.; Bank of America, N.A.; and The Northern Trust Company
(incorporated by reference to Exhibit 10.2 to the Company's Report on
Form 8-K filed March 13, 2007)
31.1 Certification of Chief Executive Officer Pursuant to Rule
13a-14(a)/15d-14(a)*
31.2 Certification of Chief Financial Officer Pursuant to Rule
13a-14(a)/15d-14(a)*
32 Certification of Periodic Financial Report Pursuant to 18 U.S.C.
Section 1350*
* Filed herewith.
25
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.
AMCOL INTERNATIONAL CORPORATION
Date: May 8, 2007 /s/ Lawrence E. Washow
Lawrence E. Washow
President and Chief Executive Officer
Date: May 8, 2007 /s/ Gary L. Castagna
Gary L. Castagna
Senior Vice President and Chief
Financial Officer and Principal
Accounting Officer
26
INDEX TO EXHIBITS
10.1 Additional Guarantor Supplement dated March 8, 2007, by CETCO Oilfield
Services Company (incorporated by reference to Exhibit 10.1 to the
Company's Report on Form 8-K Filed March 13, 2007)
10.2 Second Amendment to Credit Agreement dated as of March 9, 2007 among
AMCOL International Corporation; CETCO Europe, Ltd.; AMCOL Minerals
Europe, Ltd. (f/k/a Colin Steward Minchem Limited); CETCO Poland SP.
Z.O.O; Volclay Pty. Ltd.; Ameri-Co Logistics, Inc.; American Colloid
Company; Colloid Environmental Technologies Company; AMCOL Specialties
Holdings, Inc.; CETCO Oilfield Services Company; Harris N.A.; Wells
Fargo Bank, N.A.; Bank of America, N.A.; and The Northern Trust Company
(incorporated by reference to Exhibit 10.2 to the Company's Report on
Form 8-K filed March 13, 2007)
31.1 Certification of Chief Executive Officer Pursuant to Rule
13a-14(a)/15d-14(a)*
31.2 Certification of Chief Financial Officer Pursuant to Rule
13a-14(a)/15d-14(a)*
32 Certification of Periodic Financial Report Pursuant to 18 U.S.C.
Section 1350*
* Filed herewith.
27