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 JUNE 30, 2004,
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 1-14120
BLONDER TONGUE LABORATORIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-1611421
---------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
One Jake Brown Road, Old Bridge, New Jersey 08857
- ------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 679-4000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
---- ------
Number of shares of common stock, par value $.001, outstanding as of August 14,
2004: 8,002,406
The Exhibit Index appears on page 18.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
(unaudited)
-----------
June December
30 31
2004 2003*
-------- --------
Assets (Note 5)
Current assets:
Cash ................................................................... $ 238 $ 195
Accounts receivable, net of allowance for doubtful
accounts of $847 and $1,192 respectively ............................... 6,368 5,682
Inventories (Note 4) ................................................... 9,984 9,482
Notes receivable (Note 7) .............................................. 17 627
Income tax receivable .................................................. 318 679
Prepaid pension benefit costs .......................................... 631 631
Prepaid and other current assets ....................................... 915 695
Deferred income taxes .................................................. 960 960
-------- --------
Total current assets ............................................... 19,431 18,951
Inventory non-current (net) (Note 4) ........................................ 9,897 11,106
Notes receivable (Note 7) ................................................... -- 216
Property, plant and equipment, net of accumulated
depreciation and amortization ........................................... 6,271 6,652
Patents, net ................................................................ 2,435 2,649
Rights-of-Entry, net (Note 6) ............................................... 1,096 1,300
Other assets, net ........................................................... 845 851
Investment in Blonder Tongue Telephone LLC (Note 6) ......................... 2,043 2,043
Deferred income taxes ....................................................... 4,222 4,222
-------- --------
$ 46,240 $ 47,990
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt (Note 5) ............................. $ 7,641 $ 3,201
Accounts payable ....................................................... 810 1,676
Accrued compensation ................................................... 851 560
Other accrued expenses (Note 8) ........................................ 848 868
-------- --------
Total current liabilities .......................................... 10,150 6,305
-------- --------
Long-term debt (Note 5) ..................................................... 4,291 9,745
Stockholders' equity:
Preferred stock, $.001 par value; authorized 5,000 shares;
no shares outstanding .................................................. -- --
Common stock, $.001 par value; authorized 25,000 shares, 8,452 and 8,445
shares issued .......................................................... 8 8
Paid-in capital ........................................................ 24,165 24,145
Retained earnings ...................................................... 13,081 13,242
Treasury stock, at cost, 449 shares .................................... (5,455) (5,455)
-------- --------
Total stockholders' equity ......................................... 31,799 31,940
-------- --------
$ 46,240 $ 47,990
======== ========
*See Note 4 regarding reclassifications in amounts previously reported
See accompanying notes to consolidated financial statements.
2
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
2004 2003 2004 2003
-------- -------- -------- --------
Net sales .................................. $ 10,917 $ 8,534 $ 19,446 $ 17,136
Cost of goods sold ......................... 7,837 5,859 13,425 12,302
-------- -------- -------- --------
Gross profit (Note 7) ................... 3,080 2,675 6,021 4,834
-------- -------- -------- --------
Operating expenses:
Selling ................................. 1,093 953 2,138 1,951
General and administrative .............. 1,349 1,607 2,956 3,171
Research and development ................ 391 468 802 1,016
-------- -------- -------- --------
2,833 3,028 5,896 6,138
-------- -------- -------- --------
Earnings (loss) from operations ............ 247 (353) 125 (1,304)
-------- -------- -------- --------
Other Expense:
Interest expense ........................ (223) (282) (498) (555)
Interest and Other Income (Note 7) ...... 212 -- 212 --
-------- -------- -------- --------
(11) (282) (286) (555)
-------- -------- -------- --------
Earnings (loss) before income taxes ........ 236 (635) (161) (1,859)
Provision (benefit) for income taxes ....... -- (245) -- (711)
-------- -------- -------- --------
Net (loss) earnings ........................ $ 236 $ (390) $ (161) $ (1,148)
======== ======== ======== ========
Basic earnings (loss) per share ............ $ 0.03 $ (0.05) $ (0.02) $ (0.15)
======== ======== ======== ========
Basic weighted average shares outstanding .. 8,002 7,500 7,999 7,519
-------- -------- -------- --------
Diluted earnings (loss) per share .......... $ 0.03 $ (0.05) $ (0.02) $ (0.15)
======== ======== ======== ========
Diluted weighted average shares outstanding 8,026 7,500 7,999 7,519
======== ======== ======== ========
See accompanying notes to consolidated financial statement
3
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
Six Months Ended
June 30,
------------------
2004 2003
------- -------
Cash Flows From Operating Activities:
Net loss ........................................................... $ (161) $(1,148)
Adjustments to reconcile net (loss) to cash
provided by (used in) operating activities:
Depreciation ..................................................... 508 574
Amortization ..................................................... 418 378
Allowance for doubtful accounts .................................. -- 180
Provision for inventory reserves ................................. 300 39
Deferred income taxes ............................................ -- 37
Changes in operating assets and liabilities:
Accounts receivable .............................................. (686) 780
Inventories ...................................................... 407 2,581
Prepaid and other current assets ................................. (220) (414)
Other assets ..................................................... 6 (40)
Income taxes ..................................................... 361 (493)
Accounts payable, accrued compensation and other
accrued expenses ............................................... (595) (393)
------- -------
Net cash provided by operating activities ...................... 338 2,081
------- -------
Cash Flows From Investing Activities:
Capital expenditures ............................................... (127) (699)
Acquisition of rights-of-entry ..................................... -- (150)
Collection of note receivable ...................................... 826 367
Investment in Blonder Tongue Telephone, LLC ........................ -- (725)
------- -------
Net cash provided by (used in) investing activities ................ 699 (1,207)
------- -------
Cash Flows From Financing Activities:
Borrowings of long-term debt ....................................... 6,660 5,971
Repayments of long-term debt ....................................... (7,674) (6,706)
Proceeds from exercise of stock options ............................ 20 --
Acquisition of treasury stock ...................................... -- (116)
------- -------
Net cash used in financing activities .............................. (994) (851)
------- -------
Net increase in cash ............................................... 43 23
------- -------
Cash, beginning of period ............................................ 195 258
------- -------
Cash, end of period .................................................. $ 238 $ 281
======= =======
Supplemental Cash Flow Information:
Cash paid for interest ............................................. $ 471 $ 475
Cash paid for income taxes ......................................... $ -- $ --
See accompanying notes to consolidated financial statements.
4
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
(unaudited)
Note 1 - Company and Basis of Presentation
Blonder Tongue Laboratories, Inc. (the "Company") is a designer,
manufacturer and supplier of electronics and systems equipment for the cable
television industry, primarily throughout the United States. The consolidated
financial statements include the accounts of Blonder Tongue Laboratories, Inc.
and subsidiaries. Significant intercompany accounts and transactions have been
eliminated in consolidation.
The results for the second quarter and six months of 2004 are not
necessarily indicative of the results to be expected for the full fiscal year
and have not been audited. In the opinion of management, the accompanying
unaudited consolidated financial statements contain all adjustments, consisting
primarily of normal recurring accruals, necessary for a fair statement of the
results of operations for the period presented and the consolidated balance
sheet at June 30, 2004. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the SEC rules
and regulations. These financial statements should be read in conjunction with
the financial statements and notes thereto that were included in the Company's
latest annual report on Form 10-K for the year ended December 31, 2003.
The Company reclassified the December 31, 2003 balance sheet to reflect
certain inventories, related reserves and deferred tax asset as non-current (see
Note 4).
Note 2 - New Accounting Pronouncements
In January 2003, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 46, Consolidation of Variable Interest Entities ("FIN
46"). FIN 46 addresses the consolidation by business enterprises of variable
interest entities, as defined in the Interpretation. FIN 46 expands existing
accounting guidance regarding when a company should include in its financial
statements the assets, liabilities, and activities of another entity. Many
variable interest entities have commonly been referred to as special-purpose
entities or off-balance sheet structures. In December 2003, the FASB issued
Interpretation No. 46R ("FIN 46R"), a revision to FIN 46. FIN 46R clarifies some
of the provisions of FIN 46 and exempts certain entities from its requirements.
FIN 46R was effective at the end of the first interim period ending after March
15, 2004. The adoption of FIN 46 did not have a material impact on the Company's
financial position, results of operations or cash flows.
In July 2003, the FASB issued Statement of Financial Accounting Standards
No. 150, Accounting for Certain Financial Instruments With Characteristics of
Both Liabilities and Equity ("SFAS 150"). SFAS 150 requires the shares that are
mandatorily redeemable for cash or other assets at a specified or determinable
date or upon an event certain to occur to be classified as liabilities, not as
part of shareholders' equity. This pronouncement does not currently impact the
Company's financial position, results of operations or cash flows.
Emerging Issues Task Force ("EITF") Issue No. 00-21, "Revenue Arrangements
with Multiple Deliverables," is effective for revenue arrangements entered into
in fiscal periods beginning after June 15, 2003. The EITF addresses the
accounting for revenue generating arrangements involving multiple deliverables.
This EITF does not currently apply to the Company.
Note 3 - Stock Options
The Company applies APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations in accounting for its stock option plans.
Statement of Financial Accounting Standards No. 123 ("FAS 123"), Accounting for
Stock-Based Compensation, requires the Company to provide pro forma information
regarding net income (loss) and net (loss) income per common share as if
compensation cost for stock options granted under the plans, if applicable, had
been determined in accordance with the fair value based method prescribed in FAS
123. The Company does not plan to adopt the fair value based method prescribed
by FAS 123.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
(unaudited)
The Company estimates the fair value of each stock option grant by using
the Black-Scholes option-pricing model. During 2004, the following weighted
average assumptions were used for grants: expected lives of 9.5 years, no
divided yield, volatibility of 76% and risk free interest rate of 3.2%. No
options were granted during the six months ended June 30, 2003.
Under accounting provisions of FAS 123, the Company's net loss to common
shareholders and net loss per common share would have been adjusted to the pro
forma amounts indicated below (in thousands, except per share data):
Three Months Ended Six Months Ended
June 30 June 30
----------------- ------------------
2004 2003 2004 2003
------- ------- ------- -------
Net income (loss) as reported ................ $ 236 $ (390) $ (161) $(1,148)
Adjustment for fair value of stock options,
net of tax ................................... 47 81 94 162
------- ------- ------- -------
Pro forma ............................... $ 189 ($ 471) $ (255) ($1,310)
======= ======= ======= =======
Net income (loss) per share basic and diluted:
As reported ............................. $ 0.03 $ (0.05) $ (0.02) $ (0.15)
======= ======= ======= =======
Pro forma ............................... $ 0.02 $ (0.06) $ (0.03) $ (0.17)
======= ======= ======= =======
Note 4 - Inventories
Inventories net of reserves are summarized as follows:
June 30, Dec. 31,
2004 2003
-------- --------
Raw Materials ........................ $ 11,946 $ 11,379
Work in process ...................... 1,199 1,746
Finished Goods ....................... 10,508 10,935
-------- --------
23,653 24,060
Less current inventory ............... (9,984) (9,482)
-------- --------
13,669 14,578
Less reserve for excess inventory .... (3,772) (3,472)
-------- --------
$ 9,897 $ 11,106
======== ========
The Company periodically analyzes anticipated product sales based on
historical results, current backlog and marketing plans. Based on these
analyses, the Company anticipates that certain products will not be sold during
the next twelve months. Inventories that are not anticipated to be sold in the
twelve months, have been classified as non-current. This procedure has been
applied to the December 31, 2003 inventories and accordingly, $11,106 has been
reclassified from current assets to non-current and current deferred income tax
assets of $1,390 (related to the reserve for excess inventory) have also been
reclassified to non-current.
Over 60% of the non-current inventories are composed of raw materials. The
Company has established a program to use interchangeable parts in its various
product offerings and to modify certain of its finished goods to better match
customer demands. In addition the Company has instituted additional marketing
programs to dispose of the slower moving inventories.
The Company continually analyzes its slow-moving, excess and obsolete
inventories. Based on historical and projected sales volumes and anticipated
selling prices, the Company establishes reserves. If the Company does not meet
its sales expectations these reserves are increased. Products that are
determined to be obsolete are written down to net realizable value. The Company
believes reserves are adequate and inventories are reflected at net realizable
value.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
(unaudited)
Note 5 - Debt
On March 20, 2002, the Company entered into a credit agreement with
Commerce Bank, N.A. for a credit facility, originally comprised of (i) a $7,000
revolving line of credit under which funds may be borrowed at LIBOR, plus a
margin ranging from 1.75% to 2.50%, in each case depending on the calculation of
certain financial covenants, with a floor of 5% through March 19, 2003, (ii) a
$9,000 term loan which bore interest at a rate of 6.75% through September 30,
2002, and thereafter at a fixed rate ranging from 6.50% to 7.25% to reset
quarterly depending on the calculation of certain financial covenants and (iii)
a $3,500 mortgage loan bearing interest at 7.5%. Borrowings under the revolving
line of credit are limited to certain percentages of eligible accounts
receivable and inventory, as defined in the credit agreement. The credit
facility is collateralized by a security interest in all of the Company's
assets. The agreement also contains restrictions that require the Company to
maintain certain financial ratios as well as restrictions on the payment of cash
dividends. The initial maturity date of the line of credit with Commerce Bank
was March 20, 2004. The term loan required equal monthly principal payments of
$187 and matures on April 1, 2006. The mortgage loan requires equal monthly
principal payments of $19 and matures on April 1, 2017. The mortgage loan is
callable after five years at the lender's option.
In November 2003, the Company's credit agreement with Commerce Bank was
amended to modify the interest rate and amortization schedule for certain of the
loans thereunder, as well as to modify one of the financial covenants. Beginning
November 1, 2003, the revolving line of credit began to accrue interest at the
prime rate plus 1.5%, with a floor of 5.5% (5.5% at June 30, 2004), and the term
loan began to accrue interest at a fixed rate of 7.5%. Beginning December 1,
2003, the term loan requires equal monthly principal payments of $193 plus
interest with a final payment on April 1, 2006 of all remaining unpaid principal
and interest.
At March 31, 2003, June 30, 2003, September 30, 2003 and December 31, 2003,
the Company was unable to meet one of its financial covenants required under its
credit agreement with Commerce Bank, which non-compliance was waived by the Bank
effective as of each such date.
In March 2004, the Company's credit agreement with Commerce Bank was
amended to (i) extend the maturity date of the line of credit until April 1,
2005, (ii) reduce the maximum amount that may be borrowed under the line of
credit to $6,000, (iii) suspend the applicability of the cash flow coverage
ratio covenant until March 31, 2005, (iv) impose a new financial covenant
requiring the Company to achieve certain levels of consolidated pre-tax income
on a quarterly basis commencing with the fiscal quarter ended March 31, 2004,
and (v) require that the Company make a prepayment against its outstanding term
loan to the Bank equal to 100% of the amount of any prepayment received by the
Company on its outstanding note receivable from a customer, up to a maximum
amount of $500. The full $500 was paid during the six months ended June 30,
2004. At June 30, 2004, the Company was unable to meet one of its financial
covenants which non-compliance was waived by the Bank effective as of that date.
At June 30, 2004, there was $4,926, $3,590 and $2,975 outstanding under the
revolving line of credit, term loan and mortgage loan, respectively.
Note 6 - Acquisition (Subscribers and passings in whole numbers)
During June, 2002, the Company formed a venture with Priority Systems, LLC
and Paradigm Capital Investments, LLC for the purpose of acquiring the
rights-of-entry for certain multiple dwelling unit ("MDU") cable television
systems (the "Systems") owned by affiliates of Verizon Communications, Inc. The
venture entity, BDR Broadband, LLC ("BDR Broadband"), 90% of the outstanding
capital stock of which is owned by the Company, acquired the Systems, which are
comprised of approximately 3,070 existing MDU cable television subscribers and
approximately 7,520 passings. BDR Broadband paid approximately $1,880 for the
Systems, subject to adjustment, which constitutes a purchase price of
approximately $.575 per subscriber. The final closing date for the transaction
was on October 1, 2002. The Systems were cash flow positive beginning in the
first year. To date, the Systems have been upgraded with approximately $904 of
interdiction and other products of the Company. It is planned that the Systems
will be upgraded with approximately $500 of additional interdiction and other
products of the Company over the course of operation. During July 2003, the
Company purchased the 10% interest in BDR Broadband that had been originally
owned by Paradigm Capital Investments, LLC, for an aggregate purchase price of
$35, resulting in an increase in the Company's stake in BDR Broadband from 80%
to 90%.
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
(unaudited)
The purchase price was allocated $1,524 to rights-of-entry and $391 to
fixed assets. The rights-of-entry are being amortized over a five year period.
In consideration for its majority interest in BDR Broadband, the Company
advanced to BDR Broadband $250, which was paid to the sellers as a down payment
against the final purchase price for the Systems. The Company also agreed to
guaranty payment of the aggregate purchase price for the Systems by BDR
Broadband. The approximately $1,630 balance of the purchase price was paid by
the Company on behalf of BDR Broadband on November 30, 2002 pursuant to the
terms and in satisfaction of certain promissory notes executed by BDR Broadband
in favor of the sellers.
In March, 2003, the Company entered into a series of agreements, pursuant
to which the Company acquired a 20% minority interest in NetLinc Communications,
LLC ("NetLinc") and a 35% minority interest in Blonder Tongue Telephone, LLC
("BTT") (to which the Company has licensed its name). The aggregate purchase
price consisted of (i) up to $3,500 payable over a minimum of two years, plus
(ii) 500 shares of the Company's common stock. NetLinc owns patents, proprietary
technology and know-how for certain telephony products that allow Competitive
Local Exchange Carriers ("CLECs") to competitively provide voice service to
MDUs. Certain distributorship agreements were also concurrently entered into
among NetLinc, BTT and the Company pursuant to which the Company ultimately
acquired the right to distribute NetLinc's telephony products to private and
franchise cable operators as well as to all buyers for use in MDU applications.
BTT partners with CLECs to offer primary voice service to MDUs, receiving a
portion of the line charges due from the CLECs' telephone customers, and the
Company offers for sale a line of telephony equipment to complement the voice
service.
As a result of NetLinc's inability to retain a contract manufacturer to
manufacture and supply the products in a timely and consistent manner in
accordance with the requisite specifications, in September, 2003 the parties
agreed to restructure the terms of their business arrangement entered into in
March, 2003. The restructured business arrangement was accomplished by amending
certain of the agreements previously entered into and entering into certain new
agreements. Some of the principal terms of the restructured arrangement include
increasing the Company's economic ownership in NetLinc from 20% to 50% and in
BTT from 35% to 50%, all at no additional cost to the Company. The cash portion
of the purchase price in the venture was decreased from $3,500 to $1,167 and the
then outstanding balance of $342 was paid in installments of $50 per week until
it was paid in full in October, 2003. BTT has an obligation to redeem the $1,167
cash component of the purchase price to the Company via preferential
distributions of cash flow under BTT's limited liability company operating
agreement. In addition, of the 500 shares of common stock issued to BTT as the
non-cash component of the purchase price (fair valued at $1,030), one-half (250
shares) have been pledged to the Company as collateral. Under the restructured
arrangement, the Company can purchase similar telephony products directly from
third party suppliers other than NetLinc and, in connection therewith, the
Company pays certain future royalties to NetLinc and BTT from the sale of these
products by the Company. While the distributorship agreements among NetLinc, BTT
and the Company have not been terminated, the Company does not anticipate
purchasing products from NetLinc in the near term. NetLinc, however, continues
to own intellectual property, which may be further developed and used in the
future to manufacture and sell telephony products under the distributorship
agreements.
Note 7 - Notes Receivable
During September 2002, the Company sold inventory at a cost of
approximately $1,447 to a private cable operator for approximately $1,929 in
exchange for which the Company received notes receivable in the principal amount
of approximately $1,929. The notes are payable by the customer in 48 monthly
principal and interest (at 11.5%) installments of approximately $51 commencing
January 1, 2003. The customer's payment obligations under the notes are
collateralized by purchase money liens on the inventory sold and blanket second
liens on all other assets of the customer. The Company recorded the notes
receivable at the inventory cost and will not recognize any revenue or gross
profit on the transaction until a substantial amount of the cost has been
recovered, and collectibility is assured. The Company collected $1,154 during
the first six months of 2004 and recorded $832 as a reduction in the note
receivable balance, $186 of gross margin and $136 of interest income. The
balance of the notes are expected to be collected during 2004 and a total of
approximately $482 of gross margin and $356 of interest income is expected to be
recognized.
8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
(unaudited)
Note 8 - Related Party Transactions
The President of the Company lent the Company 100% of the purchase price of
certain used-equipment inventory purchased by the Company in October through
November of 2003. The inventory was purchased at a substantial discount to
market price. While the aggregate cost to purchase all of the inventory was
approximately $950, the maximum amount of indebtedness outstanding to the
President at any one time during the 2004 was $675. The President made the loan
to the Company on a non-recourse basis, secured solely by a security interest in
the inventory purchased by the Company and the proceeds resulting from the sale
of the inventory. In consideration for the extension of credit on a non-recourse
basis, the President received from the Company interest on the outstanding
balance at the margin interest rate he incurred for borrowing the funds from his
lenders and is entitled to receive from the Company 25% of the gross profit
derived from the Company's resale of such inventory, which amounts will not be
paid to the President until the outstanding balance of the indebtedness has been
paid in full and a final accounting of the transaction has been concluded. In
April 2004, the President of the Company acquired $75 of used equipment
inventory, which was subsequently sold by him to the Company on a consignment
basis. Payment by the Company for the goods become due upon the sale thereof by
the Company and collection of the accounts receivable generated by such sales.
In connection with the transaction, the Company agreed to pay the President cost
plus 25% of the gross profit derived from the sale of such inventory. At June
30, 2004, the aggregate remaining outstanding balance due to the President from
the foregoing transactions was approximately $117 and was included in other
accrued expenses.
In March, 2003, the Company entered into a series of agreements, pursuant
to which the Company acquired a 20% minority interest in NetLinc Communications,
LLC ("NetLinc") and a 35% minority interest in Blonder Tongue Telephone, LLC
("BTT"). During September, 2003, the parties restructured the terms of their
business arrangement which included increasing Blonder Tongue's economic
ownership in NetLinc from 20% to 50% and in BTT from 35% to 50%, all at no
additional cost to Blonder Tongue. The cash portion of the purchase price in the
venture was decreased from $3,500 to $1,167, and was paid in full by the Company
to BTT in October, 2003. As the non-cash component of the purchase price, the
Company issued 500 shares of Common Stock to BTT, resulting in BTT becoming the
owner of greater than 5% of the outstanding Common Stock of the Company. The
Company will receive preferential distributions equal to the $1,167 cash
component of the purchase price from the cash flows of BTT. One-half of such
Common Stock (250 shares) has been pledged to the Company as collateral to
secure BTT's obligation. Under the restructured arrangement, the Company pays
certain future royalties to NetLinc and BTT upon the sale of telephony products.
During 2004, the total accrued royalties to NetLinc and BTT were $20 and $58,
respectively, which will be paid to them by the Company in 2004. Through this
telephony venture, BTT offers primary voice service to MDUs and the Company
offers for sale a line of telephony equipment to complement the voice service.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward-Looking Statements
In addition to historical information, this Quarterly Report contains
forward-looking statements relating to such matters as anticipated financial
performance, business prospects, technological developments, new products,
research and development activities and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. In order to comply with the terms of the safe harbor, the Company
notes that a variety of factors could cause the Company's actual results and
experience to differ materially from the anticipated results or other
expectations expressed in the Company's forward-looking statements. The risks
and uncertainties that may affect the operation, performance, development and
results of the Company's business include, but are not limited to, those matters
discussed herein in the section entitled Item 2 - Management's Discussion and
Analysis of Financial Condition and Results of Operations. The words "believe",
"expect", "anticipate", "project" and similar expressions identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's analysis only as of
the date hereof. The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof. Readers should carefully review the risk factors described in
other documents the Company files from time to time with the Securities and
Exchange Commission, including without limitation, the Company's Annual Report
on Form 10-K for the year ended December 31, 2003 (See Item 1 - Business; Item 3
- - Legal Proceedings; and Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations).
General
During June, 2002, the Company formed a venture with Priority Systems, LLC
and Paradigm Capital Investments, LLC for the purpose of acquiring the
rights-of-entry for certain multiple dwelling unit cable television systems (the
"Systems") owned by affiliates of Verizon Communications, Inc. The venture
entity, BDR Broadband, 90% of the outstanding capital stock of which is owned by
the Company, acquired the Systems, which are comprised of approximately 3,070
existing MDU cable television subscribers and approximately 7,520 passings. BDR
Broadband paid approximately $1,880,000 for the Systems, subject to adjustment,
which constitutes a purchase price of $575 per subscriber. The final closing
date for the transaction was on October 1, 2002. The Systems were cash flow
positive beginning in the first year. To date, the Systems have been upgraded
with approximately $890,000 of interdiction and other products of the Company.
It is planned that the Systems will be upgraded with approximately $500,000 of
additional interdiction and other products of the Company over the course of
operation. During July, 2003, the Company purchased the 10% interest in BDR
Broadband that had been originally owned by Paradigm Capital Investments, LLC,
for an aggregate purchase price of $35,000, resulting in an increase in the
Company's stake in BDR Broadband from 80% to 90%.
In consideration for its majority interest in BDR Broadband, the Company
advanced to BDR Broadband $250,000, which was paid to the sellers as a down
payment against the final purchase price for the Systems. The Company also
agreed to guaranty payment of the aggregate purchase price for the Systems by
BDR Broadband. The approximately $1,630,000 balance of the purchase price was
paid by the Company on behalf of BDR Broadband on November 30, 2002, pursuant to
the terms and in satisfaction of certain promissory notes (the "Seller Notes")
executed by BDR Broadband in favor of the sellers.
The Company believes that similar opportunities currently exist to acquire
additional rights-of-entry for multiple dwelling unit cable television systems
at historically low prices. The Company also believes that the model it devised
for acquiring and operating the Systems will be successful and can be replicated
for other transactions with the same or new venture partners. While the Company
is not actively seeking opportunities to acquire additional rights-of-entry at
the present time, if such opportunities arise, the Company would evaluate and
consider them. Given that financing may not be available on acceptable terms or
at all, even if attractive opportunities arise, the Company may be unable to
pursue these opportunities.
In March, 2003, the Company entered into a series of agreements, pursuant
to which the Company acquired a 20% minority interest in NetLinc Communications,
LLC ("NetLinc") and a 35% minority interest in Blonder Tongue Telephone, LLC
("BTT") (to which the Company has licensed its name). The aggregate purchase
price consisted of (i) up to $3,500,000 payable over a minimum of two years,
plus (ii) 500,000 shares of the Company's common stock. NetLinc owns patents,
proprietary technology and know-how for certain telephony products that
10
allow Competitive Local Exchange Carriers ("CLECs") to competitively provide
voice service to MDUs. Certain distributorship agreements were also concurrently
entered into among NetLinc, BTT and the Company pursuant to which the Company
ultimately acquired the right to distribute NetLinc's telephony products to
private and franchise cable operators as well as to all buyers for use in MDU
applications. BTT partners with CLECs to offer primary voice service to MDUs,
receiving a portion of the line charges due from the CLECs' telephone customers,
and the Company offers for sale a line of telephony equipment to complement the
voice service.
As a result of NetLinc's inability to retain a contract manufacturer to
manufacture and supply the products in a timely and consistent manner in
accordance with the requisite specifications, in September, 2003 the parties
agreed to restructure the terms of their business arrangement entered into in
March, 2003. The restructured business arrangement was accomplished by amending
certain of the agreements previously entered into and entering into certain new
agreements. Some of the principal terms of the restructured arrangement include
increasing the Company's economic ownership in NetLinc from 20% to 50% and in
BTT from 35% to 50%, all at no additional cost to the Company. The cash portion
of the purchase price in the venture was decreased from $3,500,000 to $1,166,667
and the then outstanding balance of $342,000 was paid in installments of $50,000
per week until it was paid in full in October, 2003. In addition, of the 500,000
shares of common stock issued to BTT as the non-cash component of the purchase
price (fair valued at $1,030,000), one-half (250,000 shares) have been pledged
to the Company as collateral to secure BTT's obligation to repay the $1,167,667
cash component of the purchase price to the Company via preferential
distributions of cash flow under BTT's limited liability company operating
agreement. Under the restructured arrangement, the Company can purchase similar
telephony products directly from third party suppliers other than NetLinc and,
in connection therewith, the Company pays certain future royalties to NetLinc
and BTT from the sale of these products by the Company. While the
distributorship agreements among NetLinc, BTT and the Company have not been
terminated, the Company does not anticipate purchasing products from NetLinc in
the near term. NetLinc, however, continues to own intellectual property, which
may be further developed and used in the future to manufacture and sell
telephony products under the distributorship agreements.
In addition to receiving incremental revenues associated with its direct
sales of the telephony products, the Company also anticipates receiving a
portion of BTT's net income derived from voice-service revenues through its 50%
stake in BTT. While the events related to the restructuring resulted in a delay
in the Company's anticipated revenue stream from the sale of telephony products,
the Company believes that these revised terms are beneficial and will result in
the Company enjoying higher gross margins on telephony equipment unit sales as
well as an incrementally higher proportion of telephony service revenues.
Material incremental revenues associated with the sale of telephony products are
not presently anticipated to be received until at least the third quarter of
2004.
During September 2002, the Company sold inventory at a cost of
approximately $1,447,000 to a private cable operator for approximately
$1,929,000 in exchange for which the Company received notes receivable in the
principal amount of approximately $1,929,000. The notes are payable by the
customer in 48 monthly principal and interest (at 11.5%) installments of
approximately $51,000 commencing January 1, 2003. The customer's payment
obligations under the notes are collateralized by purchase money liens on the
inventory sold and blanket second liens on all other assets of the customer. The
Company recorded the notes receivable at the inventory cost and will not
recognize any revenue or gross profit on the transaction until a substantial
amount of the cost has been recovered, and collectibility is assured. The
Company collected $1,154,000 during the first six months of 2004 and recorded
$832,000 as a reduction in the note receivable balance, $186,000 of gross margin
and $136,000 of interest income. The balance of the notes are expected to be
collected during 2004 and a total of approximately $482,000 of gross margin and
$356,000 of interest income is expected to be recognized.
Second three months of 2004 Compared with second three months of 2003.
Net Sales. Net sales increased $2,383,000, or 27.9%, to $10,917,000 in the
second three months of 2004 from $8,534,000 in the second three months of 2003.
The increase in sales is primarily attributed to an increase in capital spending
by cable system operators and improved overall economic conditions and the
recognition of $745,000 of sales due to the note receivable described above. As
a result, the Company experienced higher digital product sales. Net sales
included approximately $361,000 and $793,000 of interdiction and digital
equipment for the second three months of 2004 compared to approximately
$1,122,000 and $218,000 for the second three months of 2003. Included in net
sales are revenues from BDR Broadband of $393,000 and $239,000 for the second
three months of 2004 and 2003, respectively.
Cost of Goods Sold. Cost of goods sold increased to $7,837,000 for the
second three months of 2004 from $5,859,000 for the second three months of 2003
and increased as a percentage of sales to 71.8% from
11
68.7%. The increase as a percentage of sales was caused primarily by an increase
in the reserve for the excess inventory of $300,000 during the second three
months of 2004.
Selling Expenses. Selling expenses increased to $1,093,000 for the second
three months of 2004 from $953,000 in the second three months of 2003 but
decreased as a percentage of sales to 10.0% for the second three months of 2004
from 11.2% for the second three months of 2003. The $140,000 increase was
primarily due to an increase in salaries and fringe benefits of $118,000 due to
an increase in headcount.
General and Administrative Expenses. General and administrative expenses
decreased to $1,349,000 for the second three months of 2004 from $1,607,000 for
the second three months of 2003 and decreased as a percentage of sales to 12.4%
for the second three months of 2004 from 18.8% for the second three months of
2003. The $258,000 decrease can be primarily attributed to a decrease in the
allowance for bad debts of $295,000 due to improved collection efforts.
Research and Development Expenses. Research and development expenses
decreased to $391,000 in the second three months of 2004 from $468,000 in the
second three months of 2003, primarily due to a decrease in salaries and fringe
benefits of $49,000 due to a headcount reduction and a decrease in consulting
fees of $26,000. Research and development expenses, as a percentage of sales,
decreased to 3.6% in the second three months of 2004 from 5.5% in the second
three months of 2003.
Operating Income (Loss). Operating income of $247,000 for the second three
months of 2004 represents an increase from a loss of $353,000 for the second
three months of 2003. Operating income as a percentage of sales increased to
2.3% in the second three months of 2004 from (4.1)% in the second three months
of 2003.
Other Expense. Interest expense decreased to $223,000 in the second three
months of 2004 from $282,000 in the second three months of 2003. The decrease is
the result of lower average borrowing. Other income increased $212,000 in the
second three months of 2004 compared to zero in the second three months of 2003
primarily due to the recognition of $136,000 of interest income on the note
receivable described above.
Income Taxes. The provision for income taxes for the second three months of
2004 was zero compared to a benefit of $245,000 for the second three months of
2003. As a result of the Company's continuing losses, a 100% valuation allowance
has been recorded on the 2004 increase in the deferred tax benefit.
First six months of 2004 Compared with first six months of 2003
Net Sales. Net sales increased $2,310,000, or 13.5%, to $19,446,000 in the
first six months of 2004 from $17,136,00 in the first six months of 2003. The
increase in sales is primarily attributed to an increase in capital spending by
cable system operators, improved overall economic conditions and the recognition
of $745,000 of sales due to the note receivable described above. As a result,
the Company experienced higher digital product sales. Net sales included
approximately $1,038,000 and $1,983,000 of interdiction and digital equipment
for the first six months of 2004 compared to approximately $1,897,000 and
$1,554,000 for the first six months of 2003. Included in net sales are revenues
from BDR Broadband of $739,000 and $441,000 for the first six months of 2004 and
2003, respectively.
Cost of Goods Sold. Cost of goods sold increased to $13,425,000 for the
first six months of 2004 from $12,302,000 for the first six months of 2003,
primarily due to increased volume, and decreased as a percentage of sales to
69.0% from 71.8%. The decrease as a percentage of sales was caused primarily by
a higher portion of sales during the period being comprised of higher margin
products.
Selling Expenses. Selling expenses increased to $2,138,000 for the first
six months of 2004 from $1,951,000 in the first six months of 2003, but
decreased as a percentage of sales to 11.0% for the first six months of 2004
from 11.4% for the first six months of 2003. This $187,000 increase is primarily
attributable to an increase in wages and fringe benefits of $182,000 due to an
increase in headcount.
General and Administrative Expenses. General and administrative expenses
decreased to $2,956,000 for the first six months of 2004 from $3,171,000 for the
first six months of 2003 and decreased as a percentage of sales to 15.2% for the
first six months of 2004 from 18.5% for the first six months of 2003. The
$215,000 decrease can be primarily attributed to a decrease in the allowance for
bad debts of $295,000 as a result of improved collection efforts.
12
Research and Development Expenses. Research and development expenses
decreased to $802,000 in the first six months of 2004 from $1,016,000 in the
first six months of 2003. This $214,000 decrease was primarily due to a decrease
in wages and fringe benefits of $151,000 due to a reduction in headcount.
Research and development expenses, as a percentage of sales, decreased to 4.1%
in the first six months of 2004 from 5.9% in the first six months of 2003.
Operating Income. Operating income was $125,000 for the first six months of
2004 compared to a loss of $1,304,000 for the first six months of 2003.
Other Expense. Interest expense decreased to $498,000 in the first six
months of 2004 from $555,000 in the first six months of 2003. The decrease is
the result of lower average borrowing. Other income increased to $212,000 in the
first six months of 2004 compared to zero for the first six months of 2003
primarily due to the recognition of $136,000 of interest income on the note
receivable described above.
Income Taxes. The benefit for income taxes for the first six months of 2004
was zero compared to a benefit of $711,000 for the first six months of 2003 as a
result of a decrease in taxable loss. The benefit for the current year loss has
been subject to a valuation allowance of $61,000 since the realization of the
deferred tax benefit is not considered more likely than not.
Liquidity and Capital Resources
As of June 30, 2004 and December 31, 2003, the Company's working capital
was $9,281,000 and $12,646,000, respectively. The decrease in working capital is
attributable primarily to an increase in the current portion of debt of
$4,440,000 due to the reclassification of the revolving line of credit to
current.
The Company's net cash provided by operating activities for the six-month
period ended June 30, 2004 was $338,000, compared to net cash provided by
operating activities for the six-month period ended June 30, 2003, which was
$2,081,000.
Cash provided by investing activities was $699,000, which was primarily
attributable to an $826,000 collection of a note receivable offset by capital
expenditures for new equipment and upgrades to the BDR Broadband Systems of
$127,000.
Cash used in financing activities was $994,000 for the first six months of
2004 primarily comprised of $7,674,000 of repayments of long term debt offset by
$6,660,000 of borrowings.
On March 20, 2002, the Company entered into a credit agreement with
Commerce Bank, N.A. for a $19,500,000 credit facility, comprised of (i) a
$7,000,000 revolving line of credit under which funds may be borrowed at LIBOR,
plus a margin ranging from 1.75% to 2.50%, in each case depending on the
calculation of certain financial covenants, with a floor of 5% through March 19,
2003, (ii) a $9,000,000 term loan which bore interest at a rate of 6.75% through
September 30, 2002, and thereafter at a fixed rate ranging from 6.50% to 7.25%
to reset quarterly depending on the calculation of certain financial covenants
and (iii) a $3,500,000 mortgage loan bearing interest at 7.5%. Borrowings under
the revolving line of credit are limited to certain percentages of eligible
accounts receivable and inventory, as defined in the credit agreement. The
credit facility is collateralized by a security interest in all of the Company's
assets. The agreement also contains restrictions that require the Company to
maintain certain financial ratios as well as restrictions on the payment of cash
dividends. The initial maturity date of the line of credit with Commerce Bank
was March 20, 2004. The term loan required equal monthly principal payments of
$187,000 and matures on April 1, 2006. The mortgage loan requires equal monthly
principal payments of $19,000 and matures on April 1, 2017. The mortgage loan is
callable after five years at the lender's option.
In November 2003, the Company's credit agreement with Commerce Bank was
amended to modify the interest rate and amortization schedule for certain of the
loans thereunder, as well as to modify one of the financial covenants. Beginning
November 1, 2003, the revolving line of credit began to accrue interest at the
prime rate plus 1.5%, with a floor of 5.5% (5.5% at June 30, 2004), and the term
loan began to accrue interest at a fixed rate of 7.5%. Beginning December 1,
2003, the term loan requires equal monthly principal payments of $193,000 plus
interest with a final payment on April 1, 2006 of all remaining unpaid principal
and interest.
13
At March 31, 2003, June 30, 2003, September 30, 2003 and December 31, 2003,
the Company was unable to meet one of its financial covenants required under its
credit agreement with Commerce Bank, which non-compliance was waived by the Bank
effective as of each such date.
In March 2004, the Company's credit agreement with Commerce Bank was
amended to (i) extend the maturity date of the line of credit until April 1,
2005, (ii) reduce the maximum amount that may be borrowed under the line of
credit to $6,000,000, (iii) suspend the applicability of the cash flow coverage
ratio covenant until March 31, 2005, (iv) impose a new financial covenant
requiring the Company to achieve certain levels of consolidated pre-tax income
on a quarterly basis commencing with the fiscal quarter ended March 31, 2004,
and (v) require that the Company make a prepayment against its outstanding term
loan to the Bank equal to 100% of the amount of any prepayment received by the
Company on its outstanding note receivable from a customer, up to a maximum
amount of $500,000. The full $500,000 was paid during the six months ended June
30, 2004. At June 30, 2004, the Company was unable to meet one of its financial
covenants, which non-compliance was waived by the Bank effective as of that
date.
At June 30, 2004, there was $4,926,000, $3,590,000 and $2,975,000
outstanding under the revolving line of credit, term loan and mortgage loan,
respectively.
The Company has from time to time experienced short-term cash requirement
issues. In 2002, the Company paid approximately $1,880,000 in connection with
acquiring its majority interest in BDR Broadband and paying off the Seller Notes
for BDR Broadband. In addition, during 2004, the Company will incur additional
obligations related to royalties, if any, in connection with its $1,167,000 cash
investments in NetLinc and BTT. While the Company's existing lender agreed to
allow the Company to fund both the BDR Broadband obligations and the NetLinc/BTT
obligations using its line of credit, such lender did not agree to increase the
maximum amount available under such line of credit. These expenditures, coupled
with the March 2004 amendment to the Company's credit agreement with Commerce
Bank described above, and certain near-term funding requirements relating to the
purchase of a large quantity of high-speed data products, will reduce the
Company's working capital. The Company is exploring various alternatives to
enhance its working capital, including inventory-related pricing and product
reengineering efforts, as well as restructuring its long-term debt with Commerce
Bank or seeking alternative financing. During 2003, BDR Broadband had positive
cash flow, which has continued in the first six months of 2004. As such, BDR
Broadband is not presently anticipated to adversely impact the Company's working
capital.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The market risk inherent in the Company's financial instruments and
positions represents the potential loss arising from adverse changes in interest
rates. At June 30, 2004 and 2003 the principal amount of the Company's aggregate
outstanding variable rate indebtedness was $4,926,000 and $6,026,000,
respectively. A hypothetical 100 basis point increase in interest rates would
have had an annualized unfavorable impact of approximately $49,000 and $60,000,
respectively, on the Company's earnings and cash flows based upon these
quarter-end debt levels. At June 30, 2004, the Company did not have any
derivative financial instruments.
ITEM 4. CONTROLS AND PROCEDURES
The Company carried out an evaluation, under the supervision and with the
participation of its principal executive officer and principal financial
officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures as of the end of the period covered by this
report. Based on this evaluation, the Company's principal executive officer and
principal financial officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
required to be included in the Company's periodic SEC reports. It should be
noted that the design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote; however, the Company's principal
executive officer and principal financial officer have concluded that the
Company's disclosure controls and procedures are effective at a reasonable
assurance level.
In addition, the Company reviewed its internal control over financial
reporting and there have been no changes during the fiscal quarter covered by
this report in the Company's internal control over financial reporting, to the
extent that elements of internal control over financial reporting are subsumed
within disclosure controls and procedures, that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
14
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to certain proceedings incidental to the ordinary
course of its business, none of which, in the current opinion of management, is
likely to have a material adverse effect on the Company's business, financial
condition, or results of operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders (the "Meeting") on May
11, 2004. The Company solicited proxies in connection with the Meeting. At the
record date of the Meeting (March 19, 2004) there were 8,002,406 shares of
Common Stock outstanding and entitled to vote. The following were the matters
voted upon at the Meeting:
1. Election of Directors. The following directors were elected at the
Meeting: Robert B. Mayer and James F. Williams. The number of votes cast for and
withheld from each director are as follows:
DIRECTORS FOR WITHHELD
------------------------ ---------------- ---------------------
Robert B. Mayer 7,310,936 0
James F. Williams 7,310,936 0
John E. Dwight, Robert E. Heaton, James A. Luksch, Robert J. Palle, Jr.,
Gary P. Scharmett and James H. Williams continued as directors after the
Meeting.
2. Ratification of Auditors. The appointment of BDO Seidman, LLP as the
Company's independent auditors for the year ending December 31, 2004 was
ratified by the following vote of Common Stock:
FOR AGAINST ABSTAINED
------------------------ ----------------- ---------------------
7,347,130 14,215 2,646
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The exhibits are listed in the Exhibit Index appearing at page 18 herein.
(b) Reports on Form 8-K
15
On May 13, 2004, the Company filed a Form 8-K relating to Item 12 of such
Form. The information under Item 12 related to the Company's May 13, 2004
press release announcing its unaudited financial results for the first
quarter ended March 31, 2004.
16
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.
BLONDER TONGUE LABORATORIES, INC.
Date: August 16, 2004 By: /s/ James A. Luksch
-------------------------------------
James A. Luksch
Chief Executive Officer
By: /s/ Eric Skolnik
-------------------------------------
Eric Skolnik
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer)
17
EXHIBIT INDEX
-------------
Exhibit # Description Location
- --------- ----------- --------
3.1 Restated Certificate of Incorporated by reference from
Incorporation of Blonder Tongue Exhibit 3.1 to S-1 Registration
Laboratories, Inc. Statement No. 33-98070 originally
filed October 12, 1995, as
amended.
3.2 Restated Bylaws of Blonder Tongue Incorporated by reference from
Laboratories, Inc. Exhibit 3.2 to S-1 Registration
Statement No. 33-98070 originally
filed October 12, 1995, as
amended.
31.1 Certification of James A. Luksch Filed herewith.
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Eric Skolnik Filed herewith.
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification pursuant to Section Filed herewith.
906 of Sarbanes-Oxley Act of
2002.
18