UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
R
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
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 No. 0-795
BADGER PAPER MILLS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-0143840
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 West Front Street
Peshtigo, Wisconsin 54157
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (715) 582-4551
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 report(s), and (2) has been subject to such filing
requirements for the past 90 days. |X| Yes. |_| No.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). |_| Yes. |X| No.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date: 2,033,797 as of June 30, 2003.
1
BADGER PAPER MILLS, INC. & SUBSIDIARY
INDEX
Page No.
--------
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Interim Statements of Operations
Three Months and Six Months Ended
June 30, 2003 and 2002 3
Consolidated Balance Sheets
June 30, 2003 and December 31, 2002 4
Consolidated Interim Statements of Cash Flow
Six Months Ended June 30, 2003 and 2002 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
Item 4. Controls and Procedures 11
PART II-OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES
EXHIBIT INDEX
2
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements
BADGER PAPER MILLS, INC. & SUBSIDIARY
CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
For Three Months Ended For Six Months Ended
(Dollars in thousands, except per share data) June 30 June 30
-----------------------------------------------------------------
2003 2002 2003 2002
---- ---- ---- ----
Net Sales $18,636 $19,570 $38,305 $37,820
Cost of Sales 17,993 17,222 37,656 33,398
-------------- --------------------------------- ----------------
Gross Profit 643 2,348 649 4,422
Selling and Administrative Expenses 1,380 1,544 2,841 2,891
-------------- --------------------------------- ----------------
Operating Income (Loss) (737) 804 (2,192) 1,531
Interest Expense (112) (100) (209) (204)
Interest Income 1 12 3 15
Gain on Sale of Non-Core Assets 0 0 0 1,131
Other Income, Net 4 15 7 32
-------------- --------------------------------- ----------------
Income Before Income Taxes (844) 731 (2,391) 2,505
Income Tax (Benefit) Expense (287) 249 (813) 852
-------------- --------------------------------- ----------------
Net Income (Loss) $ (557) $ 482 $(1,578) $ 1,653
============== ================================= ================
Net Earnings (Loss) Per Share - Basic $ (0.27) $ 0.24 $ (0.78) $ 0.82
Average Shares Outstanding - Basic 2,032,165 2,025,458 2,032,909 2,025,458
Net Earnings (loss) Per Share - Diluted $ (0.27) $ 0.23 $ (0.78) $ 0.80
Average Shares Outstanding - Diluted 2,032,165 2,071,244 2,032,909 2,071,244
See Notes to Consolidated Financial Statements
3
BADGER PAPER MILLS, INC. & SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
June 30, 2003 December 31,
(Unaudited) 2002
---------------------- ----------------------
ASSETS:
Current Assets:
Cash & Cash Equivalents $ 549 $ 1,102
Accounts Receivable - Net 5,978 5,080
Inventories 6,723 6,615
Refundable Income Taxes 300 469
Deferred Income Taxes 1,957 1,367
Prepaid Expenses and Other 797 599
---------------------- ----------------------
Total Current Assets 16,304 15,232
PROPERTY, PLANT AND EQUIPMENT, NET 26,278 26,105
OTHER ASSETS 485 471
---------------------- ----------------------
TOTAL ASSETS $43,067 $41,808
====================== ======================
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Current Portion of Long-Term Debt $ 727 $ 590
Accounts Payable 4,082 4,156
Accrued Liabilities 4,341 4,029
---------------------- ----------------------
Total Current Liabilities 9,150 8,775
LONG-TERM DEBT 9,818 7,377
DEFERRED INCOME TAXES 2,471 2,471
OTHER LONG-TERM LIABILITIES 791 793
COMMITMENTS AND CONTINGENCIES - -
SHAREHOLDERS' EQUITY
Common Stock, No Par Value; 4,000,000 Shares Authorized
2,160,000 Shares Issued 2,700 2,700
Additional Paid-In Capital 59 59
Retained Earnings 19,533 21,112
Treasury Stock, At Cost, 126,203 and 129,815 Shares
in 2003 and 2002, Respectively (1,455) (1,479)
---------------------- ----------------------
Total Shareholders' Equity 20,837 22,392
---------------------- ----------------------
Total Liabilities and Shareholders' Equity $43,067 $41,808
====================== ======================
See Notes to Consolidated Financial Statements
4
BADGER PAPER MILLS, INC. & SUBSIDIARY
CONSOLIDATED INTERIM STATEMENTS OF CASH FLOW
(Unaudited)
(Dollars in thousands)
For Six Months Ended June 30
----------------------------
2003 2002
---------------- ----------------
Cash Flow from Operating Activities:
Net Income ($1,578) $ 1,653
Adjustments to Reconcile to Net Cash
Provided By (Used in) Operating Activities:
Depreciation 1,280 1,219
Directors' Fees Paid in Stock 24 24
Gain on Sale of Non-Core Assets - (1,131)
Deferred Income Taxes (590) -
Changes in Assets and Liabilities:
Increase in Accounts Receivable, Net (898) (1,471)
(Increase) Decrease in Inventories (108) (540)
Increase (Decrease) in Accounts Payable (74) 1,200
Increase in Accrued Liabilities 312 76
(Increase) Decrease in Income Taxes Refundable 169 (145)
Increase in Other (262) (150)
---------------- ----------------
Net Cash (Used in) Provided by Operating Activities (1,725) 735
---------------- ----------------
Cash Flow From Investing Activities:
Additions to Property, Plant and Equipment, Net (1,405) (1,625)
Proceeds From Sale of Non-Core Assets - 1,371
---------------- ----------------
Net Cash (Used in) Provided by Investing Activities (1,405) (254)
---------------- ----------------
Cash Flow from Financing Activities:
Increase to (Payments on) Long-Term Debt 2,577 (616)
---------------- ----------------
Net Cash (Used in) Provided by Financing Activities 2,577 (616)
---------------- ----------------
Net Increase in Cash and Cash Equivalents (553) (135)
Cash and Cash Equivalents:
Beginning of Period 1,102 664
---------------- ----------------
End of Period $ 549 $ 529
================ ================
See Notes to Consolidated Financial Statements
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The accompanying consolidated financial statements, in the opinion of
management, include all adjustments, which are normal and recurring in nature
and are necessary for a fair statement of results for each period shown. Some
adjustments involve estimates, which may require revision in subsequent interim
periods or at year-end. In all regards, the financial statements have been
presented in accordance with generally accepted accounting principles. Refer to
the Notes to the Consolidated Financial Statements in the Company's Annual
Report on Form 10-K for the year ended December 31, 2002, for the accounting
policies that are pertinent to these statements.
Note 2. Income Taxes
The benefit or provision for income tax expense has been computed by applying an
estimated annual effective tax rate. This rate was 34% for the three-month and
six-month periods ended June 30, 2003 and 2002.
Note 3. Earnings Per Share
Net earnings per share are computed based on the weighted average number of
shares of common stock outstanding during the quarter:
2003 2002
---- ----
Basic 2,032,165 2,025,458
Diluted 2,032,165 2,071,244
Basic earnings (loss) per share excludes any dilutive effects of stock options.
Diluted earnings (loss) per share includes the dilutive effects of stock
options. The effect of 64,000 options in 2003 and 25,000 options in 2002 have
not been included in diluted earnings (loss) per share as their effect would
have been anti-dilutive.
Note 4. Stock Option Plan
Badger Paper Mills, Inc. has elected to follow Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and related
interpretations in accounting for its employee stock option plan. Under APB 25,
because the exercise price of the employee stock options equals the market price
of the underlying stock on the date of grant, no compensation expense is
recorded. Badger Paper is subject to the disclosure rules of SFAS 123,
Accounting for Stock Based Compensation. Management has determined that the
impact of SFAS 123 on net income and shareholders' equity was not material as of
and for the quarter ended June 30, 2003.
Note 5. Inventories
The major components of inventories were as follows:
(In thousands of dollars) June 30, 2003 December 31, 2002
------------------------- ------------- -----------------
Raw Materials $2,274 $2,684
Finished Goods and Work in Process 8,418 8,109
------------- -----------------
10,692 10,793
Less: LIFO Reserve (3,969) (4,178)
------------- -----------------
Total Inventories $6,723 $6,615
============= =================
6
Note 6. Contingencies
The Company operates in an industry that is subject to laws and regulations at
both federal and state levels relating to the protection of the environment. The
Company undergoes continued environmental testing and analysis, and the precise
cost of compliance with environmental requirements has not been determined.
Please refer to the more complete discussion of legal matters in the Company's
Form 10-K for the year ended December 31, 2002.
The Company has entered into purchase commitments related to pulp and energy.
These commitments are expected to be fulfilled with no adverse consequences
material to the Company's operations or financial condition.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Statement Regarding Forward-Looking Information
This Form 10-Q may include one or more "forward-looking statements" within the
meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities
Exchange Act of 1934 as enacted in the Private Securities Litigation Reform Act
of 1995 (the "Reform Act"). In making forward-looking statements within the
meaning of the Reform Act, the Company undertakes no obligation to publicly
update or revise any such statement.
Forward-looking statements of the Company are based on information available to
the Company as of the date of such statements and reflect the Company's
expectations as of such date, but are subject to risks and uncertainties that
may cause actual results to vary materially. In addition to specific factors,
which may be described in connection with any of the Company's forward-looking
statements, factors that could cause actual results to differ materially
include, but are not limited to, the following:
o Increased competition from either domestic or foreign paper producers or
providers of alternatives to the Company's products, including increases in
competitive production capacity and/or weakness in demand for paper
products. As a paper manufacturer, the Company, if it wants to achieve
acceptable production costs, must operate its paper mill at a relatively
high percentage of its available production capacity. The Company's
competitors face the same or similar situations. Therefore, when the
overall market for paper products softens, the Company (and other paper
manufacturers) will generally accept lower selling prices for its products
in order to maintain acceptable production efficiencies and costs.
o Changes in the price of pulp, the Company's main raw material. The Company
purchases all of its pulp needs on the open market and price changes for
pulp have a significant impact on the Company's costs. Pulp price changes
can occur due to changes in worldwide consumption of pulp, pulp capacity
additions, expansions or curtailments affecting the supply of pulp,
inventory building or depletion at pulp consumer levels which affect
short-term demand, and pulp producer cost changes related to wood
availability, environmental issues, or other variables.
o Interruptions in the supply of, or increases and/or changes in the price of
energy (principally electricity and natural gas) that the Company needs in
its manufacturing operations. Political uncertainty in the Mideast could
result in higher energy costs. Future energy costs are uncertain.
7
o Changes in demand for the Company's products due to overall economic
activity affecting the rate of consumption of the Company's paper products,
growth rates of the end markets for the Company's products, technological
or consumer preference changes or acceptance of the Company's products by
the markets it serves.
o Unforeseen operational problems at any of the Company's facilities causing
significant lost production and/or higher operating costs.
o Changes in laws or regulations affecting the Company, particularly
environmental laws and regulations affecting air quality and wastewater
discharges.
o The Company's profitability may be adversely affected by increases in
interest rates because a significant portion of the Company's debt bears
interest at variable interest rates.
Results of Operations
Net Sales
Net sales for the for the second quarter were $18,636,000 compared to
$19,570,000 for the same period last year, a decrease of $934,000 and 4.8%. The
decrease in sales is the result of difficult business conditions in fine paper
markets, resulting in pricing pressure. After two quarters, net sales were
$38,305,000 compared to $37,820,000 for the same period last year. The increase
in sales in the first six months of 2003 relative to 2002 is the result of
relatively stronger shipment volume in the first quarter of 2003.
Gross Profit
Gross profit during the second quarter of 2003 was $643,000 and 3.5% of net
sales compared to $2,348,000 and 12.0% of net sales during the second quarter of
2002. The most significant cause for the reduction in gross profit in 2003
relative to 2002 is increasing costs associated with pulp and natural gas. In
response to increased costs, the Company increased pricing on certain specialty
paper grades, but was not able to increase prices of fine paper grades because
of difficult market conditions. As a result, the Company was not able to pass
the entire cost increase through to its customers and saw gross profit decline
in dollars and as a percentage of net sales in 2003 as compared to 2002.
After two quarters of 2003, gross profit was $649,000 and 1.7% of net sales
compared to $4,422,000 and 11.7% of net sales for the same period of 2002. Rapid
increases in the cost of natural gas and pulp during the first quarter of 2003
negatively impacted the Company's gross profits in 2003 as compared to the prior
year. During the second quarter of 2003, the Company was able to increase
pricing on certain specialty paper grades, but was not able to raise prices on
fine paper products.
Selling & Administrative Expenses
During the second quarter of 2003, selling and administrative expenses were
$1,380,000 compared to $1,544,000 during the same period last year, a decrease
of $164,000 and 10.6%. After two quarters, selling and administrative expenses
were $2,841,000 compared to $2,891,000 for the same period last year a decrease
of $50,000 and 1.7%.
8
Other Income and Expense
Interest expense during the second quarter of 2003 was consistent with prior
year costs at $112,000 compared to $100,000 during the second quarter of the
prior year. After two quarters, interest expense was $209,000 in 2003 compared
to $204,000 last year.
During the first two quarters of 2002, the Company recognized a gain on the sale
of non-core assets of $1,131,000. The Company did not have a similar transaction
in 2003.
Net Income
During the second quarter of 2003, the Company incurred a net loss of $557,000
compared to $482,000 of net income during the second quarter of 2002. The
reduction in net income is attributable to the increased cost of pulp and
natural gas combined with the Company's inability to increase prices on fine
paper products. The Company was able to increase prices on certain specialty
paper grades, however, such price increases were not sufficient to pass the
entire cost increase through to customers. As a result, the Company experienced
a reduction of net income.
After two quarters of 2003, the Company incurred a net loss of $1,578,000
compared to $1,653,000 of net income for the same period in 2002. The reduction
in net income in 2003 as compared to 2002 is a result of increased costs for
pulp and natural gas and the Company's inability to raise prices sufficiently to
cover the increased costs. During the first two quarters of 2002, the Company
realized a gain on sale of non-core assets of $1,131,000. The Company did not
have a similar gain in 2003.
Capital Resources and Liquidity
At June 30, 2003 the Company had cash resources of $549,000 and an unused credit
availability of $6,299,000 under the Company's revolving credit facility to fund
on-going operations. During the first two quarters of 2003, the Company made
scheduled debt payments of $285,000.
The Company's revolving credit facility contains certain covenants that require
the Company, among other things, to maintain a specified fixed charge coverage
ratio. As of June 30, 2003, the Company was not in compliance with the required
fixed charge coverage ratio covenant but requested and received a waiver of that
covenant. While the Company is attempting to reduce its costs and improve its
gross profit in order to address this issue, there can be no assurance that the
Company will be in compliance with the covenants contained in its revolving
credit facility in the future. If the Company fails to comply with any of such
covenants and is unable to obtain a waiver of such covenants in the future, then
there could be a material adverse effect on the Company's liquidity.
Capital Expenditures
Capital expenditures during the second quarter of 2003 were $1,064,000 compared
to $1,225,000 for the same period last year. After two quarters of 2003, capital
expenditures were $1,405,000 as compared to $1,625,000 in 2002.
In 2002, the Company committed to purchase equipment to apply waxed coatings to
certain specialty paper grades with an anticipated total cost of $2,822,000. As
of June 30, 2003, the Company has invested $2,144,000 leaving a remaining
balance of $678,000. The remaining cost associated with this investment includes
the purchase of additional interchangeable components necessary to keep the
9
equipment operating on a continuous basis in the future. The Company purchases
these components on an as needed basis and anticipates completing the project in
2003.
At the end of the second quarter of 2003, the Company took delivery of
laminating equipment designed to laminate foil and paper products. The total
cost of the project is anticipated to be $1,340,000. As of June 30, 2003, the
Company has invested $1,040,000 leaving an estimated balance of $300,000, which
the Company expects to invest during the remainder of 2003. The Company
anticipates financing a portion of the investment in this project through long
term debt.
The Company anticipates that total capital expenditures in 2003 will not exceed
$5,000,000.
Cash Flow
During the first two quarters of 2003, the Company used $1,725,000 in cash to
support operating activities compared to generating cash flow from operations of
$735,000 for the same period last year. The primary reason for the change in
cash flow is the net loss for the first two quarters in 2003. The decline in
profitability is a result of the increased costs related to paper manufacturing.
During the first two quarters of 2003, the Company incurred significantly higher
costs for pulp and natural gas when compared to the same period last year. Given
the Company's current cash resources, the unused available line of credit at
June 30, 2003 and the availability of long-term debt to fund a portion of the
Company's investment in the laminating equipment, the Company believes that it
has adequate liquidity to meet its future financial obligations.
Application of Critical Accounting Policies and Estimates
In accordance with the rules proposed by the Securities and Exchange Commission
in May 2002, we reviewed our critical accounting policies for new critical
accounting estimates and other significant changes. We found that the
disclosures made in our Annual Report on Form 10-K for the year ended December
31, 2002 are still current and that there have been no significant changes since
such Annual Report was filed.
Off Balance Sheet Arrangements
As of June 30, 2003, the Company does not have any off balance sheet financing
arrangements.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
The Company is exposed to market risk from changes in interest on its debt. The
revolving credit facility provides for borrowings up to $15,000,000 and extends
to November 2004. An annual commitment fee of 1/4% is payable for unused
amounts. The Company's interest rate floats, based on the lender's prime rate.
As of June 30, 2003, the Company was paying interest at a 4.25% annual rate on
amounts borrowed against this line.
A majority of the Company's debt is at variable interest rates, and a
hypothetical 1% (100 basis point) change in interest rates would cause an
estimated increase in annual interest expense of $105,000.
The Company does not use financial instruments for trading purposes and is not a
party to any leveraged derivatives.
10
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company's management evaluated, with the participation of the Company's
President and Chief Executive Officer and Vice President, Chief Financial
Officer, Secretary and Treasurer, the effectiveness of the design and operation
of the Company's disclosure controls and procedures (as defined in Rules 13a-15
(e) and 15d-15 (e) under the Securities and Exchange Act of 1934) as of the end
of the quarter ended June 30, 2003. Based upon their evaluation of these
disclosure controls and procedures, the President and Chief Executive Officer
and Vice President, Chief Financial Officer, Secretary and Treasurer concluded
that the disclosure controls and procedures were effective, as of the end of the
quarter ended June 30, 2003, to ensure that material information relating to the
Company (including its consolidated subsidiaries) was made known to them by
others within those entities, particularly during the period in which this
Quarterly Report on Form 10-Q was being prepared.
Changes in Internal Control
There was no change in the Company's internal control over financial reporting
that occurred during the quarter ended June 30, 2003 that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.
PART II-OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of shareholders on Tuesday, May 13, 2003, at
the Best Western Riverfront Inn, 1821 Riverside Avenue, Marinette, Wisconsin. At
such meeting, board nominees L. Harvey Buek, Robert A. Olah and William A.
Raaths were elected for terms to expire at the 2006 annual meeting of
shareholders and until their successors are duly elected and qualified, pursuant
to the following votes: L. Harvey Buek - 1,480,659 voted "for", 465,054
withholding authority and 0 broker nonvotes; Robert A. Olah - 1,418,739 voted
"for", 526,974 withholding authority and 0 broker nonvotes; William A. Raaths -
1,481,406 voted "for", 464,307 withholding authority and 0 broker nonvotes.
Other members of the Board include Harold J. Bergman and John T. Paprocki, whose
terms expire at the 2004 annual meeting, and Mark D. Burish and James L.
Kemerling, whose terms expire at the 2005 annual meeting.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
4. Third Amendment to Revolving Credit Facility and Security Agreement,
dated August 13, 2003, by and between the Company and PNC Bank,
National Association.
11
10. Employment Agreement effective June 30, 2003 between the Company and
Robert Spannuth.
31.1 Certification of President and Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act.
31.2 Certification of Vice President, Chief Financial Officer, Secretary
and Treasurer pursuant to Section 302 of the Sarbanes-Oxley Act.
32. Written Statement of the President and Chief Executive Officer and
Vice President, Chief Financial Officer, Secretary and Treasurer,
pursuant to 18 U.S.C. ss.1350.
(b) Reports on Form 8-K:
On April 22, 2003, the Company filed a Current Report on Form 8-K, dated
April 21, 2003, reporting pursuant to Items 7 and 9 a press release
announcing a first quarter loss.
On April 23, 2003, the Company filed a Current Report on Form 8-K, dated
April 23, 2003, reporting pursuant to Items 5 and 7 the appointment of
Ronald E. Swanson as President and Chief Executive Officer of the Company,
and the resignation of Robert A. Olah as the Company's President and Chief
Executive Officer.
On June 17, 2003, the Company filed a Current Report on Form 8-K, dated
June 16, 2003, reporting pursuant to Items 5 and 7 the appointment of
Harold Bergman as Chairman of the Board of Directors and Ronald Swanson as
a member of the Board of Directors.
On July 21, 2003, the Company filed a Current Report on Form 8-K, dated
July 18, 2003, reporting pursuant to Items 7 and 9 a press release
announcing a second quarter loss and the appointment of a new Vice
President of Operations.
12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BADGER PAPER MILLS, INC.
(Registrant)
/s/ Ronald E. Swanson
-----------------------------
DATE: August 14, 2003 By: Ronald E. Swanson
President and Chief Executive Officer
(Principal Executive Officer)
/s/ William H.Peters
-----------------------------
DATE: August 14, 2003 By: William H. Peters
Vice President, Chief Financial Officer,
Secretary and Treasurer
(Principal Financial Officer)
13
BADGER PAPER MILLS, INC. & Subsidiary
EXHIBIT INDEX
Number Description
- ----- -----------
4. Third Amendment to Revolving Credit Facility and Security
Agreement, dated August 13, 2003, by and between the Company
and PNC Bank, National Association.
10. Employment Agreement effective June 30, 2003 between the
Company and Robert Spannuth.
31.1 Certification of President and Chief Executive Officer,
pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2 Certification of Vice President, Chief Financial Officer,
Secretary and Treasurer pursuant to Section 302 of the
Sarbanes-Oxley Act.
32. Written Statement of the President and Chief Executive
Officer and Vice President, Chief Financial Officer,
Secretary and Treasurer, pursuant to 18 U.S.C. ss.1350.
14