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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, 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 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)
Telephone Number: (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 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 April 30, 2003
- --------------------------------------------------------------------------------
Class B Common Stock, $1.00 par value 5,077,746
Class A Common Stock, $1.00 par value 13,401,938
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
(Dollars in millions) MARCH 31, December 31,
2003 2002
-------------------------------
ASSETS
Current Assets:
Cash and cash equivalents $218.8 $ 333.1
Accounts receivable, less allowances for doubtful accounts of $8.8
in 2003 and $9.2 in 2002 321.7 242.4
Inventories 304.8 304.0
Deferred and recoverable income taxes 50.4 51.4
Other current assets 34.2 24.2
------------ ------------
Total current assets 929.9 955.1
Property, plant, and equipment, at cost, net of accumulated
depreciation of $705.7 in 2003 and $690.6 in 2002 573.6 570.5
Goodwill 274.8 270.3
Deferred income taxes 27.5 32.2
Prepaid pension expense 167.1 162.8
Other assets 110.2 72.1
------------ ------------
Total assets $2,083.1 $2,063.0
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable, trade $187.1 $ 172.6
Income taxes payable 3.2 8.6
Short-term borrowings 48.0 112.6
Accrued liabilities 164.2 157.6
------------ ------------
Total current liabilities 402.5 451.4
Long-term debt 349.8 298.2
Deferred income taxes 31.2 33.6
Other postretirement benefit liabilities 218.7 217.3
Product warranty and self-insured risks 19.7 21.3
Accrual for environmental matters 40.4 29.5
Pension liabilities 34.7 32.8
------------ ------------
Total liabilities 1,097.0 1,084.1
------------ ------------
Stockholders' Equity:
Class A common stock, $1 par value; authorized 75,000,000 shares;
issued and outstanding 13,401,938 shares in 2003 and 2002 13.4 13.4
Class B common stock, $1 par value; authorized 25,000,000 shares;
issued and outstanding 5,077,746 shares in 2003 and 2002 5.1 5.1
Retained earnings 1,075.5 1,078.9
Accumulated other comprehensive loss (107.9) (118.5)
------------ ------------
Total stockholders' equity 986.1 978.9
------------ ------------
Total liabilities and stockholders' equity $2,083.1 $2,063.0
============ ============
The accompanying notes are an integral part of these Consolidated Condensed
Financial Statements.
Page 2
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
THREE MONTHS ENDED
(Dollars in millions except per share data) MARCH 31,
---------------------------
2003 2002
---------- -----------
Net Sales $473.9 $ 333.4
Cost of sales and operating expenses 414.9 291.2
Selling and administrative expenses 41.2 28.5
Restructuring and other items 13.6 4.5
---------- -----------
Operating Income 4.2 9.2
Interest expense (5.3) (0.9)
Interest income and other, net 4.9 2.8
---------- -----------
Income before taxes and cumulative effect of change in accounting 3.8 11.1
Taxes on income 1.4 3.9
---------- -----------
Income before cumulative effect of change in accounting 2.4 7.2
Cumulative effect of change in accounting, net of tax --- (3.1)
---------- -----------
Net Income $ 2.4 $ 4.1
========== ===========
Basic and Diluted Earnings Per Share:
Income before cumulative effect of accounting change $0.13 $0.39
Cumulative effect of change in accounting --- (0.17)
---------- -----------
Net Income $ 0.13 $ 0.22
- --------------------------------------------------------------------------------------------------------
Weighted Average Shares (in thousands of shares) 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 3
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
THREE MONTHS ENDED
(Dollars in millions) MARCH 31,
----------------------------
2003 2002
---------- ----------
Cash Flows From Operating Activities:
Income before cumulative effect of change in accounting $2.4 $ 7.2
Adjustments to reconcile income before cumulative effect of change
in accounting principle to net cash provided by (used in)
operating activities:
Depreciation and amortization 24.1 15.3
Non-cash restructuring charges --- 4.5
Payment made under environmental liability transfer (39.2) ---
arrangement
Accounts receivable (75.6) (28.3)
Inventories 3.7 5.4
Payables and accrued expenses 9.2 20.3
Prepaid pension expense (4.3) (7.2)
Other (4.2) (4.6)
---------- ----------
Cash Provided By (Used In) Operating Activities (83.9) 12.6
---------- ----------
Cash Flows From Investing Activities:
Business acquisition, net of cash acquired (3.1) ---
Capital expenditures (6.3) (11.7)
---------- ----------
Cash Used In Investing Activities ( 9.4) ( 11.7)
---------- ----------
Cash Flows From Financing Activities:
Dividends paid (5.9) (5.9)
Increase (decrease) in borrowings, net (15.7) 4.2
Debt issuance costs (2.1) ---
---------- ----------
Cash Used In Financing Activities ( 23.7) ( 1.7)
---------- ----------
Effect Of Exchange Rate Changes On Cash 2.7 0.1
---------- ----------
Decrease In Cash and Cash Equivalents ( 114.3) ( 0.7)
Cash and Cash Equivalents:
Beginning of Period 333.1 317.6
---------- ----------
End of Period $ 218.8 $ 316.9
========== ==========
The accompanying notes are an integral part of these Consolidated Condensed
Financial Statements.
Page 4
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. The condensed consolidated financial statements of Tecumseh Products
Company and Subsidiaries (the "Company") are unaudited and reflect all
adjustments (consisting of normal recurring adjustments) which are, in the
opinion of management, necessary for a fair presentation of the financial
position and operating results for the interim period. The December 31,
2002 condensed balance sheet data was derived from audited financial
statements, but does not include all disclosures required by generally
accepted accounting principles. The condensed consolidated 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, 2002. 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.
The financial data required in this Form 10-Q by Rule 10.01 of Regulation
S-X have been reviewed by Ciulla, Smith & Dale, LLP, the Company's
independent certified public accountants, as described in their report
contained elsewhere herein. As noted in the Company's amended 8-K filed on
April 22, 2003, the Company will be changing its auditors to
PricewaterhouseCoopers LLP subsequent to the first quarter.
2. Inventories consisted of:
MARCH 31, DECEMBER 31,
(Dollars in millions) 2003 2002
--------------------------------------------------------------------------------------------
Raw material and work in process $ 173.3 $ 164.3
Finished goods 116.0 123.5
Supplies 15.5 16.2
--------------------------------------------------------------------------------------------
Total Inventories $ 304.8 $ 304.0
============================================================================================
3. In an effort to more effectively compete in a business environment plagued
by worldwide production over-capacity and low cost foreign-sourced product,
the Company has undertaken a number of strategic initiatives designed to
reduce production costs and improve overall productivity and product
quality by consolidating and relocating production capabilities, both
domestically and internationally. These ongoing initiatives are being
implemented within all of the Company's primary business segments.
As a result of these initiatives, the Company recorded a $4.5 million
restructuring charge ($2.8 million net of tax), during the first quarter of
2002, in connection with the relocation of the production of additional
rotary compressor product lines to Brazil from the U.S. and consists of the
write-off of certain equipment which cannot be used in Brazil.
In addition, on April 4, 2003, Tecumseh Products Company announced its
intent to close its engine manufacturing facility in Douglas, Georgia. This
action is part of the Company's ongoing strategy to reduce excess capacity
and shift certain production activities to lower-cost manufacturing
facilities. Equipment from the Douglas plant will be transferred to other
U.S. operations and to the Company's facility in Curitiba, Brazil. The
Company estimates the
Page 5
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
cost of this action to be $19 million to $23 million, consisting primarily
of asset impairments and severance costs. A restructuring charge will be
taken in the second quarter of 2003.
Subsequently, on May 6, 2003, the Company announced its intent to close its
Sheboygan Falls Diecasting facility on or before September 30, 2003. The
final terms of the shut-down are subject to negotiating the effects of the
closing with the International Union of United Automobile, Aerospace, and
Agricultural Implement Workers of America, Local No. 459. In addition to
improving the Engine & Power Train Group's cost structure by consolidating
its North American engine production facilities, the closure of the
Sheboygan Falls plant will facilitate the environmental cleanup recently
negotiated with the U.S. EPA. As disclosed in the Company's 8-K, dated
April 9, 2003, the Company has entered into a Liability Transfer and
Assumption Agreement with Pollution Risk Services, LLC for the fulfillment
of substantially all of the Company's obligations with respect to the
Sheboygan Falls Superfund Site. Until the terms of the shut-down have been
negotiated with the Union, the Company cannot fully estimate the total cost
of this action. However, asset impairments will be approximately $4
million. Restructuring charges covering this action will be recognized in
the second and possibly third quarters of 2003.
4. The following table reports the Company's comprehensive income:
THREE MONTHS ENDED
COMPREHENSIVE INCOME MARCH 31,
(Dollars in millions) 2003 2002
-------------------------------------------------------------------------------------------
Net Income $ 2.4 $ 4.1
Other comprehensive income (expense):
Foreign currency translation adjustments 10.6 (3.0)
-------------------------------------------------------------------------------------------
Total Comprehensive Income (Loss) $ 13.0 $ 1.1
===========================================================================================
5. 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 (the "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
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 plant site and 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 concerning the
performance of remedial design and remedial action for Phase I. This
Consent Decree is awaiting final approval by the U.S. Department of
Justice. 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 "Agreement"). Under the terms of the 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 Agreement, PRS has purchased Remediation Cost Cap insurance in the
amount of $100,000,000 and Environmental Site Liability insurance in the
amount of $20,000,000. The Company believes such insurance coverages will
provide additional assurance for completion of the responsibilities,
obligations and liabilities assumed by PRS under the Agreement.
The cost of the liability transfer arrangement to the Company was $39.2
million. The Company recognized a nonrecurring charge of $13.6 million
($8.7 million net of tax) in the first quarter. The charge consists of the
difference between the cost of the arrangement and amounts previously
accrued for the cleanup. The Company estimates that its continued potential
environmental liability arising from operations at the Site, including
those not assumed by PRS pursuant to the Agreement, to be $0.5 million.
Page 6
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
It is the intent of the Company, PRS and the EPA to negotiate provisions
that would add PRS as a PRP via amendment to the Consent Decree, which
requires the approval of the U.S. Department of Justice. Until such
approval is received, Generally Accepted Accounting Principles require 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 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 the requirements
of the WDNR, and may be greater or lower than the amount accrued.
With respect to other environmental matters, the Company, in cooperation
with the WDNR, 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
are 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. While the Company has provided for estimated investigation and
on-site remediation costs, the extent and timing of future off-site
remediation requirements, if any, are not presently determinable.
The WDNR requested that the Company join it in a cooperative effort to
investigate and clean up PCB contamination in the watershed of the south
branch of the Manitowoc River, downstream of the Company's New Holstein,
Wisconsin facility. Despite the fact that the WDNR's investigation does not
establish the parties responsible for the PCB contamination, the WDNR has
indicated that it believes the Company is a source and that it expects the
Company to participate in the cleanup. The Company has participated in the
first phase of a cooperative cleanup, consisting of joint funding of the
removal of soils and sediments in the source area near its facility. The
next phase of the cooperative effort is scheduled to occur in 2003
involving a stream segment downstream of the source area. The Company has
provided for these costs. Although participation in a cooperative remedial
effort after 2003 for the balance of the watershed is under consideration,
it is not possible to reasonably estimate the cost of any such
participation at this time.
In addition to the above mentioned sites, 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 which may
be necessary with regard to such other sites. At March 31, 2003 and
December 31, 2002, the Company had accrued $47.2 million and $36.3 million,
respectively, for environmental remediation, including the amounts noted
above relating to the Sheboygan River and Harbor Superfund Site. 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 which 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.
Page 7
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
6. 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
incidental to its business. Although the ultimate outcome of these matters
cannot be predicted with certainty, and some may be disposed of unfavorably
to the Company, management has no reason to believe that their disposition
will have a materially adverse effect on the consolidated financial
position or results of operations of the Company.
7. The Company has four reportable segments based on the criteria set forth in
Statement of Financial Accounting Standards 131 "Disclosures about
Segments of an Enterprise and Related Information": Compressor Products,
Electrical Component Products, Engine & Power Train Products, and Pump
Products. With the acquisition of the FASCO Motors Group ("FASCO") on
December 30, 2002 the Company created the Electrical Components operating
segment. In addition to FASCO, the segment includes certain North American
electrical component manufacturing that was previously reported in the
Compressor Business. Prior year business segment data has been reclassified
to conform to the Company's current presentation. Revenues and operating
income by segment for the periods indicated are as follows:
THREE MONTHS ENDED
BUSINESS SEGMENT DATA MARCH 31,
(Dollars in millions) 2003 2002(a)
---------------------------------------------------------------------------------------------
NET SALES:
Compressor Products $ 203.7 $ 192.1
Electrical Component Products 107.8 1.5
Engine & Power Train Products 130.3 111.5
Pump Products 31.9 28.3
Other 0.2 ---
---------------------------------------------------------------------------------------------
Total Net Sales $ 473.9 $ 333.4
=============================================================================================
OPERATING INCOME:
Compressor Products $ 20.9 $15.0
Electrical Component Products 1.9 (0.1)
Engine & Power Train Products (3.7) (2.3)
Pump Products 3.5 2.9
Other(b) (1.0) ---
Corporate expenses (3.8) (1.8)
Restructuring charges and other items (13.6) (4.5)
---------------------------------------------------------------------------------------------
Total Operating Income 4.2 9.2
Interest expense (5.3) (0.9)
Interest income and other, net 4.9 2.8
---------------------------------------------------------------------------------------------
INCOME BEFORE TAXES AND CUMULATIVE EFFECT OF
ACCOUNTING CHANGE $ 3.8 $ 11.1
=============================================================================================
(a) Prior year amounts have been reclassified to conform to the
presentation adopted in 2003.
(b) "Other" consists of non-reportable business segments, primarily
MDSI.
8. The cumulative effect from an accounting change of $4.8 million ($3.1
million net of tax) recorded in the first quarter of 2002, resulted from
the Company adopting Statement of Financial Accounting Standards (SFAS) No.
142 "Goodwill and Other Intangible Assets" on January 1, 2002. UnderSFAS
No. 142, goodwill is no longer amortized, but is subject to impairment
testing on at least an annual basis. As required by the Statement, the
Company tested for impairment at the date of adoption and found that the
goodwill associated with the Engine & Power Train European operations had
been impaired.
Page 8
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
9. On March 5, 2003, the Company completed a private placement of $300 million
Senior Guaranteed Notes due March 5, 2011. These notes bear interest at a
fixed rate of 4.66%. Proceeds from the private placement were used to repay
a $250 million bridge loan and pay down borrowings under the Company's
revolving credit facility. On March 31st, the Remaining $25 million
outstanding on the revolver was repaid from available cash resource.
Page 9
INDEPENDENT ACCOUNTANTS' REPORT
May 8, 2003
Tecumseh Products Company
Tecumseh, Michigan
We have reviewed the consolidated condensed balance sheet of Tecumseh
Products Company and Subsidiaries as of March 31, 2003 and the related
consolidated condensed statements of income and cash flows for the three months
ended March 31, 2003 and 2002. These financial statements are the responsibility
of the Company's management.
We have conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures and
making inquiries of persons responsible for financial and accounting matters. It
is substantially less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications
that should be made to the consolidated condensed financial statements referred
to above for them to be in conformity with accounting principles generally
accepted in the United States of America.
We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the consolidated balance
sheet of Tecumseh Products Company and Subsidiaries as of December 31, 2002, and
the related consolidated statements of income, stockholders' equity, and cash
flows for the year then ended (not presented herein); and in our report dated
January 31, 2003, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated condensed balance sheet as of December 31, 2002, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
CIULLA, SMITH & DALE, LLP
Certified Public Accountants
Southfield, Michigan
Page 10
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Consolidated net sales in the first quarter of 2003 increased to $473.9 million
from $333.4 million in 2002. Of the $140.5 million increase, $105.3 million was
attributable to the addition of FASCO, with the remainder due to increased sales
in each of the Company's operating segments.
Consolidated net income for the first quarter of 2003 amounted to $2.4 million
or $0.13 per share, compared to $4.1 million or $0.22 per share in the first
quarter of 2002. Included in the 2003 first quarter results is a charge of $13.6
million ($8.7 million net of tax or $0.47 per share) related to environmental
costs at the Company's Sheboygan Falls, Wisconsin facility.
First quarter 2003 results also included, for the first time, the results of
FASCO, which was acquired on December 30, 2002. FASCO's operating income for the
quarter of $3.1 million was reduced by $4.2 million ($2.7 million net of tax or
$0.15 per share) due to the expensing of inventory write-ups recorded as part of
purchase accounting. U.S. Generally Accepted Accounting Principles require
inventory acquired in a purchase transaction to be written up to "fair market"
value from cost and then recognized in cost of sales as the inventory is sold.
This is a one-time event and will not impact future quarterly results.
First quarter 2002 results also included restructuring charges of $4.5 million
($2.8 million net of tax or $0.15 per share) related to the relocation of
certain compressor manufacturing operations from the U.S. to Brazil and a
cumulative effect of a change in accounting for goodwill ($3.1 million net of
tax or $0.17 per share) related to the adoption of SFAS No. 142 "Goodwill and
Other Intangible Assets."
Exclusive of restructuring charges and one-time items, the slight improvement in
results for the quarter is primarily attributable to better results from the
Compressor Group and the addition of FASCO, offset by interest charges on the
Company's acquisition-related debt, increased corporate spending primarily
related to the integration of FASCO, larger losses from the Engine & Power Train
Group and the losses of MDSI which the Company acquired in the second quarter of
2002.
Compressor Products
The Company's first quarter 2003 Compressor sales increased to $203.7 million
from $192.1 million in the first quarter of 2002. This increase is primarily
attributable to higher demand for compressors used in household refrigeration
and freezer products, partially offset by lower sales of compressors exported
from the U.S. for room air conditioning.
The Compressor Group improved operating income from $15.0 million in the first
quarter of 2002 to $20.9 million in the first quarter of 2003. The improvement
reflects the effects of the cost reduction efforts, and increased manufacturing
volumes in both Brazil and India.
Operating results from the Company's Brazilian compressor operations increased
from the first quarter 2002 levels by 72% reflecting increased volumes in both
local and export markets. Results were negatively impacted by a $2.0 million
loss on the re-measurement of dollar-denominated receivables due to a
strengthening of the Brazilian Real in the last half of March.
Page 11
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
Brazilian operations accounted for approximately 66% of the Compressor segment's
operating income in the first quarter of 2003 compared to 53% in the first
quarter of 2002.
Compressor operations in India continue to show significant improvement as well.
Sales in the first quarter increased by approximately $6.0 million compared
to the first quarter a year ago.
Electrical Component Products
With the acquisition of FASCO, the Company has created this new operating
segment. In addition to FASCO, the segment includes certain North American
electrical component manufacturing that was previously reported in the
Compressor Business. Prior year business segment data, as presented in the table
titled "Results by Business Segments," has been reclassified to conform to the
Company's current presentation.
Electrical Component sales were $107.8 million in the first quarter of 2003,
including $105.3 million of sales from FASCO, compared to $1.5 million in the
first quarter of 2002. Sales of the other component companies are primarily
intercompany or inter-segment leaving FASCO as the largest single operator in
the Group. Operating profit for the quarter was $1.9 million compared to an
operating loss of $0.1 million in 2002. FASCO contributed $3.1 million in
operating profit to the first quarter of 2003. As noted above, FASCO's results
were reduced by $4.2 million ($2.7 million net of tax or $0.15 per share) during
the quarter by inventory charges required by purchase accounting rules.
Engine & Power Train Products
Net sales increased to $130.3 million in the first quarter of 2003 compared to
$111.5 million in 2002. The improvement is due primarily to increased shipments
of engines for walk behind rotary mowers and tractors resulting from higher
industry volumes and the placement of Tecumseh engines on products that
previously used competitor engines. Domestic engine shipments were up
approximately 25% in the quarter from a year ago.
Despite the increase in sales, the Engine & Power Train business had an
operating loss of $3.7 million in the first quarter of 2003 compared to a loss
of $2.3 million in the first quarter of 2002. The decline was attributable to an
unfavorable mix of low margin walk behinds, lower average selling prices, and
expenses associated with the start-up of the new facility in Curitiba, Brazil.
On April 4, 2003, Tecumseh Products Company announced its intent to close its
engine manufacturing facility in Douglas, Georgia. This action is part of the
Company's ongoing strategy to reduce excess capacity and shift certain
production activities to lower-cost manufacturing facilities. Equipment from the
Douglas plant will be transferred to other U.S. operations and to the Company's
new facility in Curitiba, Brazil. The Company estimates the cost of this action
to be $19 million to $23 million, consisting primarily of asset impairments and
severance costs. A restructuring charge will be taken in the second quarter of
2003.
Subsequently, on May 6, 2003, the Company announced its intent to close its
Sheboygan Falls Diecasting facility on or before September 30, 2003. The final
terms of the shut-down are subject to negotiating the effects of the closing
with the International Union of United Automobile, Aerospace, and Agricultural
Implement Workers of America, Local No. 459. In addition to improving the
Engine & Power Train Group's cost structure by consolidating its North American
engine production facilities, the closure of the Sheboygan Falls plant will
facilitate the environmental cleanup recently negotiated with the U.S. EPA. As
disclosed in the Company's 8-K, dated April 9, 2003, the Company has entered
into a Liability Transfer and Assumption Agreement with Pollution Risk
Services, LLC for the fulfillment of substantially all of the Company's
obligations with respect to the Sheboygan Falls Superfund Site. Until the terms
of the shut-down have been negotiated with the Union, the Company cannot fully
estimate the total cost of this action. However, asset impairments will be
approximately $4 million. Restructuring charges covering this action will be
recognized in the second and possibly third quarters of 2003.
Page 12
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
Pump Products
Sales in the Pump business increased to $31.9 million in the first quarter of
2003 compared to $28.3 million in the same period of 2002, reflecting increases
in both residential and industrial applications. Residential pump sales were
particularly strong in condensate products that are sold to the HVAC and
plumbing markets. Increases in industrial applications were attributable to
higher volumes through the aftermarket distribution channel.
Pump business operating income improved to $3.5 million in 2003 from $2.9
million in 2002, commensurate with the increase in sales.
Restructuring Charges and Other Items
First quarter 2003 results were adversely affected by a $13.6 million ($8.7
million net of tax or $0.47 per share) charge related to environmental costs at
the Company's Sheboygan Falls, Wisconsin facility. On March 25, 2003, with the
cooperation of the Environmental Protection Agency, the Company entered into a
liability transfer agreement with Pollution Risk Services, LLC ("PRS"), whereby
PRS assumed substantially all of the Company's responsibilities, obligations and
liabilities for remediation of the Sheboygan River and Harbor Superfund Site
(the "Site"). 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 discharge or release of the Company's liabilities with respect to the Site.
The cost of the liability transfer arrangement was $39.2 million. The charge
consists of the difference between the cost of the arrangement and amounts
previously accrued for the cleanup. The Company continues to maintain a reserve
of $0.5 million to reflect its potential environmental liability arising from
operations at the Site, including potential liabilities not assumed by PRS
pursuant to the arrangement. Additional information is available in the
Company's 8-K filed on April 9, 2003.
First quarter 2002 results were adversely affected by a $4.5 million ($2.8
million net of tax or $0.15 per share) restructuring charge in the Compressor
segment. The charge related to the decision to relocate the production of
additional rotary compressor product lines to Brazil from the United States and
consisted of the write-off of certain equipment which cannot be used in Brazil.
Accounting Changes
The cumulative effect from an accounting change of $4.8 million ($3.1 net of
tax) recorded in the first quarter of 2002, resulted from the Company adopting
Statement of Financial Accounting Standards (SFAS) No. 142 "Goodwill and Other
Intangible Assets" on January 1, 2002. Under SFAS No. 142, goodwill is no longer
amortized, but is subject to impairment testing on at least an annual basis. As
required by the Statement, the Company tested for impairment at the date of
adoption and found that the goodwill associated with the Engine & Power Train
European operations had been impaired.
Page 13
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
Interest Expense and Other, Net
Interest expense amounted to $5.3 million in the first quarter of 2003 compared
to $0.9 million in the first quarter of 2002. The increase is primarily related
to the temporary and permanent financing added in connection with the
acquisition of FASCO. See "LIQUIDITY, CAPITAL RESOURCES AND RISKS" for further
information regarding this debt.
Interest Income and Other, Net
Interest income and other, net amounted to $4.9 million in the first quarter of
2003 compared to $2.8 million in the first quarter of 2002. This increase
resulted primarily from higher cash balances in Brazil.
Taxes on Income
The effective income tax rate was 36.0% in the first quarter of 2003 compared to
35.5% in the first quarter of 2002.
Outlook
On a consolidated basis, second quarter 2003 earnings are expected to lag those
of the second quarter of 2002. While continuing positive results are expected in
the Compressor and Pump segments and the addition of FASCO will also add to
earnings, the results in the Engine & Power Train Group will be substantially
worse than the previous year, and consolidated earnings will be significantly
reduced as a result of the restructuring charges also attributable to the Engine
& Power Train Group.
While the Company has taken significant actions over the last two years, which
have been contributing to improved results in the Compressor segment, it is
still highly likely that the Company will undertake further restructuring and/or
realignment actions in the future. Plans continue to be developed to determine
how best to further reorganize the Company's operations and product offerings in
light of current and rapidly changing market conditions. As these actions are
finalized, future results will likely be impacted by one or more restructuring
charges. While the amount and timing of these charges cannot currently be
predicted, they may affect several quarterly periods or years, and they could
be material to the reported results in the particular quarter or year in which
they are recorded.
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 2003 used cash of $83.9
million compared to a source of $12.6 million in 2002. The greater use of cash
in 2003 resulted primarily from increased accounts receivable to support higher
sales and the $39.2 cash payment for the Liability Transfer and Assumption
Agreement. Working capital of $527.4 million at March 31, 2003 was up slightly
from $503.7 million at the end of 2002.
Page 14
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
First quarter 2003 capital spending was $6.3 million compared to $11.7 million
in the first quarter of 2002. Total capital spending for 2003 is projected to
remain near 2002 levels.
On December 30, 2002, the Company acquired FASCO from Invensys Plc for cash of
$396.6 million and the assumption of approximately $14.5 million in debt. The
acquisition was financed, in part, with proceeds from new bank borrowings
including $250 million from a six-month bridge loan and $75 million from a new
three-year $125 million revolving credit facility. On March 5, 2003, the Company
completed a private placement of $300 million Senior Guaranteed Notes due March
5, 2011. These notes bear interest at a fixed rate of 4.66%. Proceeds from the
private placement were used to repay the bridge loan and pay down borrowings
under the revolving credit facility. On March 31st, the remaining $25 million
outstanding on the revolver was repaid from available cash resources.
Working capital requirements, planned capital investment and stock repurchase
expenditures, if any, for 2003 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. As noted above, the Company maintains a
$125 million revolving credit facility that is available for general corporate
purposes. The Company may also utilize long-term financing arrangements in
connection with state investment incentive programs.
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 2003
that could have a material effect on the consolidated financial position and
future results of operations of the Company. These initiatives could include
joint ventures or business combinations.
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 5 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, 2003 and December 31, 2002, the Company had accrued $47.2 and $36.3
million, respectively, for environmental remediation, including $39.7 and $29.2
million, respectively, relating to the Sheboygan River and Harbor Superfund
Site. 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 of these matters,
either individually or in the aggregate, could be material to the consolidated
financial statements.
Page 15
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
CAUTIONARY STATEMENTS RELATING TO FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 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; ix) actions of competitors; x) the
ultimate cost of resolving environmental 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, the ultimate cost of
those initiatives and the amount of savings actually realized; xiii) the
integration of the FASCO Motors business into the Company and the ultimate cost
associated therewith; and xiv) potential political and economic adversities that
could adversely affect anticipated sales and production in Brazil. 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 16
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. 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 10 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 2003.
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, 2003
and December 31, 2002, the Company held foreign currency forward exchange
contracts and foreign currency call options with total notional values in the
amount of $12.7 and $4.9 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 compressor motors and 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, 2003 and December 31, 2002 were
$12.6 and $14.6 million, respectively.
Page 17
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION-ITEM 4
CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this Form 10-Q, the Company carried out
an evaluation under the supervision and with the participation of the Company's
management, including the Company's 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 the Company's disclosure controls
and procedures pursuant to Exchange Act Rule 13a-14. Based upon that
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 are effective in timely
alerting them to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company's periodic
SEC filings.
There have been no significant changes in the Company's internal controls or
in other factors which could significantly affect internal controls subsequent
to the date the Company carried out its evaluation.
Page 18
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART II. FINANCIAL INFORMATION - ITEM 2
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of Tecumseh Products Company was held on
April 30, 2003. 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.
All of management's nominees for directors as listed in the proxy statement were
elected with the following votes:
VOTES
DIRECTOR VOTES FOR WITHHELD
------------------------------- -------------- ---------------
Todd W. Herrick 4,683,299 7,621
David W. Kay 4,683,649 7,271
J. Russell Fowler 4,684,777 6,143
Stephen L. Hickman 4,685,249 5,671
Peter M. Banks 4,682,972 7,948
Jon E. Barfield 4,685,024 5,896
Ralph W. Babb, Jr. 3,810,445 880,475
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit
Number Description
------ -----------
3 The Company's Amended and Restated Bylaws as amended
through April 30, 2003.
99.1 Section 906 Certification of Chief Executive Officer
99.2 Section 906 Certification of Chief Financial Officer
(b) On January 14, 2003, the Company filed a report on Form 8-K
announcing its acquisition of FASCO Motors from Invensys plc.
On January 30, 2003, the Company filed a report on Form 8-K reporting
its fourth quarter and full year 2002 financial data and investor
presentation.
On February 28, 2003, the Company filed a report on Form 8-K
regarding the retirement of the Chairman of the Board of Directors,
Kenneth G. Herrick.
On March 7, 2003, the Company filed a report on Form 8-K regarding
the completion of a private placement of $300 million of Senior
Guaranteed Notes due March 5, 2011.
On April 9, 2003, the Company filed a report on Form 8-K reporting
the Company's entrance into a Liability Transfer and Assumption
Agreement with Pollution Risk Services, LLC in connection with the
Sheboygan River and Harbor Superfund Site in Wisconsin.
Page 19
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART II. FINANCIAL INFORMATION - (CONTINUED)
On April 8, 2003, the Company filed a report on Form 8-K regarding
the shutdown of its engine manufacturing facility in Douglas,
Georgia.
On April 17, 2003, the Company filed a report on Form 8-K reporting
Changes in Registrant's Certifying Accountant.
On April 22, 2003, the Company filed a report on Form 8-K/A reporting
Changes in Registrant's Certifying Accountant.
On April 25, 2003, the Company filed a report on Form 8-K reporting
its first quarter 2003 financial data and investor presentation.
On May 7, 2003, the Company filed a report on Form 8-K regarding the
shutdown of its engine diecasting facility in Sheboygan Falls,
Wisconsin
Page 20
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 12, 2003 BY: /s/ DAVID W. KAY
----------------------------- -----------------------------------------------------
David W. Kay
Vice President, Treasurer and
Chief Financial Officer (on behalf
of the Registrant and as principal
financial officer)
Page 21
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Todd W. Herrick, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Tecumseh Products
Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
a. designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b. evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Registrant's auditors and the Audit Committee of
Registrant's Board of Directors (or persons performing the equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have identified
for the Registrant's auditors any material weaknesses in internal
controls;
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls;
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated: May 9, 2003 BY: /s/ TODD W. HERRICK
---------------------------------- ----------------------------
Todd W. Herrick
Chairman, President
and Chief Executive Officer
Page 22
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, David W. Kay, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Tecumseh Products
Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
a. designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b. evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Registrant's auditors and the Audit Committee of
Registrant's Board of Directors (or persons performing the equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have identified
for the Registrant's auditors any material weaknesses in internal
controls;
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls;
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated: May 12, 2003 BY: /s/ DAVID W. KAY
------------------------------- ------------------------------
David W. Kay
Vice President, Treasurer
and Chief Financial Officer
Page 23
Exhibit Index
Exhibit
Number Description
------ -----------
3 The Company's Amended and Restated Bylaws as amended
through April 30, 2003.
99.1 Section 906 Certification of Chief Executive Officer
99.2 Section 906 Certification of Chief Financial Officer