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 quarter ended June 30, 1994
Commission file number 1-3919
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 37-0364250
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5430 LBJ Freeway, Suite 1740, Three Lincoln Centre, Dallas, TX. 75240-2697
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 458-0028
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, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No _____
Number of shares of common stock outstanding at August 1, 1994: 5,592,751
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
AND SUBSIDIARIES
INDEX
Page
number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - December 31, 1993
and June 30, 1994 3-4
Consolidated Statements of Operations - Three months
and six months ended June 30, 1993 and 1994 5
Consolidated Statement of Stockholders' Deficit - Six
months ended June 30, 1994 6
Consolidated Statements of Cash Flows - Six months
ended June 30, 1993 and 1994 7
Notes to Consolidated Financial Statements
8-12
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13-15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 6. Exhibits and Reports on Form 8-K 16
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
December 31, JUNE 30,
ASSETS 1993 1994
<S> <C> <C>
Current assets:
Notes and accounts receivable $ 38,513 $ 49,294
Accounts receivable from affiliates - 103
Inventories 35,544 35,718
Deferred income taxes 5,437 4,393
Prepaid expenses and other 1,257 252
Total current assets 80,751 89,760
Property, plant and equipment 222,601 228,389
Less accumulated depreciation 141,832 148,026
Net property, plant and equipment 80,769 80,363
Other assets:
Intangible pension asset 12,067 11,157
Deferred income taxes 28,056 30,173
Other 5,011 5,209
Total other assets 45,134 46,539
$206,654 $216,662
</TABLE>
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(In thousands)
<TABLE>
<CAPTION>
December 31, JUNE 30,
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) 1993 1994
<S> <C> <C>
Current liabilities:
Notes payable and current maturities of
long-term debt $ 8,148 $ 15,604
Accounts payable 24,189 28,822
Accounts payable to affiliates 111 -
Accrued pension cost 9,556 8,576
Accrued OPEB cost 7,243 7,370
Other accrued liabilities 25,119 20,981
Total current liabilities 74,366 81,353
Noncurrent liabilities:
Long-term debt 19,042 17,648
Accrued pension cost 60,102 63,715
Accrued OPEB cost 96,336 96,772
Other 7,716 6,537
Total noncurrent liabilities 183,196 184,672
Stockholders' equity (deficit):
Common stock 6,244 6,304
Additional paid-in capital 18,803 19,255
Pension liabilities adjustment (35,317) (41,110)
Accumulated deficit (40,047) (33,800)
Treasury stock, at cost (591) (12)
Total stockholders' deficit (50,908) (49,363)
$206,654 $216,662
</TABLE>
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1993 1994 1993 1994
<S> <C> <C> <C> <C>
Revenues and other income:
Net sales $95,822 $102,549 $176,952 $190,129
Other 7 62 96 127
95,829 102,611 177,048 190,256
Costs and expenses:
Cost of goods sold 86,632 90,515 160,607 170,877
Selling 1,211 1,193 2,503 2,546
General and administrative 7,454 4,476 11,662 9,102
Interest - notes payable and
long-term debt 747 738 1,529 1,367
Interest (credit) related to
excise tax 3,642 (3,853) 3,642 (3,853)
99,686 93,069 179,943 180,039
Income (loss) before income taxes (3,857) 9,542 (2,895) 10,217
Provision for income taxes (benefit) (267) 3,703 103 3,970
Net income (loss) $(3,590) $ 5,839 $ (2,998) $ 6,247
Income (loss) per common and
common equivalent share $ (.65) $ 1.04 $ (.54) $ 1.11
Weighted average common and common
equivalent shares outstanding 5,499 5,613 5,506 5,581
</TABLE>
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
Six months ended June 30, 1994
(In thousands)
<TABLE>
<CAPTION>
Additional Pension Total
Common paid-in liabilities Accumulated Treasury stockholders'
stock capital adjustment deficit stock deficit
<S> <C> <C> <C> <C> <C> <C>
Balance at
December 31, 1993 $6,244 $18,803 $(35,317) $(40,047) $(591) $(50,908)
Net income - - - 6,247 - 6,247
Issuance of common
stock 60 452 - - 622 1,134
Purchase of treasury
stock - - - - (43) (43)
Pension adjustment - - (5,793) - - (5,793)
Balance at
June 30, 1994 $6,304 $19,255 $(41,110) $(33,800) $ (12) $(49,363)
</TABLE>
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Six months ended
June 30,
1993 1994
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(2,998) $ 6,247
Adjustments:
Depreciation 6,045 6,489
Noncash OPEB cost 575 563
Other, net (672) 2,801
Change in assets and liabilities:
Accounts and notes receivable (8,041) (11,054)
Inventories 5,666 (174)
Accounts payable 2,342 4,522
Accrued pension cost (3,103) (5,954)
Other, net 6,782 (3,881)
Total adjustments 9,594 (6,688)
Net cash provided (used) by operating
activities 6,596 (441)
Cash flows from investing activities -
capital expenditures (3,239) (6,090)
Cash flows from financing activities:
Revolving credit facility, net (1,464) 7,502
Other notes payable and long-term debt:
Additions 23 163
Principal payments (1,714) (1,603)
Common stock issued (purchased), net (202) 469
Net cash provided (used) by financing
activities (3,357) 6,531
Net change in cash and cash equivalents - -
Cash and cash equivalents at beginning of period - -
Cash and cash equivalents at end of period $ - $ -
Supplemental disclosures
Cash paid for:
Interest, net of amount capitalized $ 1,596 $ 1,362
Income taxes 465 1,028
Treasury stock contributed to employee benefit
plan $ - $ 622
</TABLE>
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Organization and basis of presentation:
Keystone Consolidated Industries, Inc. (the "Company") is a majority-owned
subsidiary of Contran Corporation ("Contran"). Contran holds, directly or
indirectly, approximately 65% of the Company's outstanding common stock.
The consolidated balance sheet at December 31, 1993 has been condensed from
the Company's audited consolidated financial statements at that date. The
consolidated balance sheet at June 30, 1994 and the consolidated statements of
operations and cash flows for the interim periods ended June 30, 1993 and 1994,
and the consolidated statement of stockholders' deficit for the interim period
ended June 30, 1994 have been prepared by the Company without audit. In the
opinion of management, all adjustments necessary to present fairly the
consolidated financial position, results of operations and cash flows have been
made. However, it should be understood that accounting measurements at interim
dates may be less precise than at year end. The results of operations for the
interim periods are not necessarily indicative of the operating results for a
full year or of future operations.
Certain information normally included in financial statements prepared in
accordance with generally accepted accounting principles has been condensed or
omitted. The accompanying consolidated financial statements should be read in
conjunction with the consolidated financial statements included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1993 (the "Annual
Report").
Note 2 - Income (loss) per share:
Income (loss) per share is based on the weighted average number of common
and common equivalent shares outstanding.
Note 3 - Inventories:
Inventories are stated at the lower of cost or market. The last-in, first-
out ("LIFO") method is used to determine the cost of approximately 72% of
inventories held at June 30, 1994 (71% at December 31, 1993) and the first-in,
first-out or average cost methods are used to determine the cost of all other
inventories.
<TABLE>
<CAPTION>
December 31, JUNE 30,
1993 1994
(In thousands)
<S> <C> <C>
Raw materials $ 9,944 $ 11,551
Work in process 9,963 11,198
Finished products 14,250 11,883
Supplies 14,115 13,814
48,272 48,446
Less LIFO reserve 12,728 12,728
$35,544 $ 35,718
</TABLE>
Note 4 - Notes payable and long-term debt:
<TABLE>
<CAPTION>
December 31, JUNE 30,
1993 1994
(In thousands)
<S> <C> <C>
Commercial credit agreements:
Revolving credit facility $ 3,911 $11,413
Term loan 19,439 18,050
Other 3,840 3,789
27,190 33,252
Less current maturities 8,148 15,604
$19,042 $17,648
</TABLE>
The Company maintains a $35 million revolving credit facility which matures
December 31, 1996, is collateralized primarily by the Company's trade
receivables and inventories, and bears interest at the prime rate plus 1.5% (an
effective rate of 8.75% at June 30, 1994). The amount of available borrowings
is based on formula-determined amounts of trade receivables and inventories,
less the amount of outstanding letters of credit (approximately $.4 million at
June 30, 1994). At June 30, 1994, the available borrowings under this credit
facility were $23.2 million. This credit facility requires that the Company's
daily cash receipts be used to reduce the outstanding borrowings, which results
in the Company maintaining zero cash balances.
The Company's term loan with the financial institution that provides the
Company's revolving credit facility bears interest at the prime rate plus 1% and
is due in installments through December 31, 1996. The loan requires compliance
with the restrictive covenants, security agreement and certain other terms of
the revolving credit facility, is further collateralized by the Company's
property, plant and equipment, and becomes due and payable if the Company
terminates its revolving credit facility.
The Company's credit agreements contain restrictive covenants including a
prohibition against the payment of dividends without lender consent and certain
minimum working capital and net worth requirements.
Note 5 - Income taxes:
The difference between the provision for income taxes and the amounts that
would be expected using the U.S. federal statutory income tax rate is primarily
related to state income taxes and, in the 1993 periods, nondeductible excise
taxes of approximately $3 million (see Note 7).
<TABLE>
<CAPTION>
Deferred tax
assets (liabilities)
December 31, June 30,
1993 1994
(In thousands)
<S> <C> <C>
Tax effect of temporary differences relating to:
Inventories $ 1,623 $ 1,705
Property and equipment (11,845) (11,154)
Accrued pension cost 18,206 18,967
Accrued OPEB cost 40,396 40,616
Accrued liabilities and other deductible
differences 6,978 6,550
Other taxable differences (583) (584)
Net operating loss carryforwards 2,376 820
Alternative minimum tax credit carryforwards 6,342 7,646
Valuation allowance (30,000) (30,000)
Net deferred tax asset 33,493 34,566
Less current deferred tax asset 5,437 4,393
Noncurrent deferred tax asset $ 28,056 $ 30,173
</TABLE>
There was no change in the valuation allowance during the first half of
1993 or 1994.
Note 6 - Pension costs:
Variances from actuarial assumptions, including the rate of return on
pension plan assets, will continue to result in additional increases or
decreases in accrued pension costs, deferred taxes, stockholders' deficit,
pension expense and minimum funding requirements in future periods.
During the early 1980's the Company received permission from the Internal
Revenue Service (the "IRS") to defer certain annual pension plan contributions
aggregating $32 million. At June 30, 1994, the remaining balance of such
deferred contributions was approximately $11.5 million. The deferred amounts,
with interest, are payable to the plans through 2000 and are collateralized by a
lien on all of the Company's assets.
Note 7 - Excise tax settlement:
As discussed in the Annual Report, in 1983 and 1984, the Company satisfied a
portion of its funding obligations to the Keystone Master Pension Trust (the
"Keystone Trust") with contributions of certain real property that the IRS
contended were prohibited transactions. In May 1993, the U.S. Supreme Court
reversed lower court decisions favorable to the Company and ruled the
contributions were prohibited transactions. The case was remanded to the Tax
Court to determine the amount due. During 1993, the Company accrued an
aggregate of $7.1 million for the estimated cost of the 5% nondeductible excise
taxes and related interest. In addition, to avoid a second tier $9.6 million
excise tax, the Company made a "correction" payment of $2.3 million to its
pension plans in June 1993.
In June 1994, the Company and the IRS agreed on the amount due and entered
into a Closing Agreement which was approved by the Tax Court in July 1994.
Pursuant to the terms of the Closing Agreement, the Company made an additional
"correction" payment of approximately $3.3 million to its pension plans in June
1994, and agreed to pay $3.1 million in excise tax and accrued interest over a
two-year period beginning in June 1994. As a result, 1994 results include a $4
million reduction in previously accrued expenses related to this matter.
Note 8 - Contingencies:
Environmental matters
As discussed in the Annual Report, the Company is involved in the closure of
inactive waste disposal units as well as the disposal of radioactive electric
furnace dust at its Peoria, Illinois facility. In addition, the Company is
subject to federal and state "Superfund" legislation at three sites involving
cleanup of landfills and disposal facilities which allegedly received hazardous
substances generated by former operations of the Company. The Company has
accrued its estimated costs related to these issues ($7.8 million at June 30,
1994). The Company believes its comprehensive general liability insurance
policies provide indemnification for certain costs the Company incurs at the
"Superfund" sites and has recorded receivables for the estimated insurance
recoveries.
As discussed in the Annual Report, the United States has filed an action
against five potential responsible parties ("PRPs"), including a former
subsidiary of the Company, seeking to recover investigation and remediation
costs incurred by the United States Environmental Protection Agency ("U.S. EPA")
at the Byron Salvage Yard, located in Byron, Illinois. Neither the Company nor
the other designated PRPs have performed an investigation of the nature and
extent of the contamination at the Byron Site. U.S. EPA has possession of the
site and conducted the remedial investigation, but has not yet released a
feasibility study that would enable the PRPs to identify or estimate the cost of
an appropriate remedy or remedies. In July 1993, the U.S. EPA made available
for inspection records evidencing approximately $10 million in investigation and
remediation costs incurred at the site and produced copies of the laboratory
results of groundwater samples taken as a part of the remedial investigation.
During the second quarter of 1994, U.S. EPA released its remedial investigation
study showing soil contamination, however U.S. EPA has not completed a
feasibility study or risk assessment for the site. Until U.S. EPA releases its
final Record of Decision, the Company will not know whether U.S. EPA will
require any further remediation measures. The Company accrued its $500,000
estimated share of the documented investigation and remediation costs during
1993. There were no other significant changes in the status of these
environmental matters during the first six months of 1994.
Current litigation
As discussed in the Annual Report, the Company is involved in an adversary
proceeding against the Company relating to the bankruptcy of the purchaser of
two former divisions of the Company. The Company believes the adversary
proceeding is without merit and intends to vigorously defend its interests.
There was no significant change in the status of this litigation during the
first half of 1994.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES:
The Company's cash flows from operating activities are affected by the
seasonality of its business which resulted in increases in accounts receivable
and accounts payable during the first half of both 1993 and 1994. The increases
in accounts receivable were also due partially to lower year-end accounts
receivable balances resulting from the normal two-week December shutdown for
maintenance and repairs at the Peoria, Illinois facility. In addition, cash
used by operating activities during the first half of 1994 included a $1 million
excise tax payment and increased pension contributions.
Pension contributions during the first half of 1994 amounted to $10.7
million, an increase of $2.9 million from the 1993 period. The Company
currently estimates an additional $9.3 million will be contributed during the
remainder of 1994 for a total of $20 million compared to total pension
contributions in 1993 of $15 million. The higher pension contributions in 1994
include $3 million of planned contributions in excess of expected minimum
funding requirements. Pension contributions for calendar 1994 and 1993 include
$3.3 million and $2.3 million, respectively, resulting from settlement of the
excise tax litigation (see Note 7 to the Consolidated Financial Statements).
At June 30, 1994, the Company had working capital of $8.4 million. Notes
payable and current maturities of long-term debt, deductions in the computation
of such working capital, aggregated $15.6 million at June 30, 1994, and included
outstanding borrowings of $11.4 million under the Company's $35 million
revolving credit facility. The amount of available borrowings is based on
formula-determined amounts of trade receivables and inventories, less the amount
of outstanding letters of credit, and additional available borrowings were $23.2
million at June 30, 1994. The revolving credit facility requires the Company's
daily cash receipts be used to reduce the outstanding borrowings, which results
in the Company maintaining zero cash balances. Borrowings under the revolving
credit facility currently mature December 31, 1996.
Capital expenditures in the first half of 1994 were $6.1 million and are
currently estimated to be approximately $13 million for the full year, including
approximately $5 million related to information processing systems at the
Company's Peoria, Illinois facility and $2 million for environmental items.
For 1994, management has budgeted profitable results of operations with
sufficient cash flows from operations and financing activities to meet its
anticipated operating needs. This budget is based upon management's assessment
of various financial and operational factors including, but not limited to,
assumptions relating to product shipments, product mix, foreign competition, and
selling prices; production schedules; productivity rates; raw materials,
electricity, labor, employee benefit and other fixed and variable costs; working
capital requirements; interest rates; repayments of long-term debt; capital
expenditures; and available borrowings under the Company's revolving credit
facility. However, potential liabilities under environmental laws and
regulations with respect to the disposal and clean-up of wastes beyond present
estimates, any significant increases in the required minimum fundings to the
Company's pension funds or in the cost of providing medical coverage to active
and retired employees, could have a material adverse affect on the future
liquidity, financial condition and results of operations of the Company.
Additionally, any significant decline in the Company's markets or market share,
any inability to maintain satisfactory billet and rod production levels, or any
other unanticipated costs, if significant, could result in a need for funds
greater than the Company currently has available. There can be no assurance the
Company would be able to obtain an adequate amount of additional financing.
RESULTS OF OPERATIONS:
The Company's operations are the manufacture and sale of carbon steel rod,
wire and wire products for agricultural, industrial, construction, commercial,
original equipment manufacturers and retail consumer markets. Historically, the
Company has experienced greater sales and profits during the first half of the
year due principally to the seasonality of sales in principal wire products
markets, including the agricultural and construction markets.
During the first half of 1994, billet production at the Peoria steel mill of
321,000 tons and steel rod production of 355,000 tons approximated production in
the 1993 period. As the Company's billet production capacity is less than its
rod production capacity, the Company periodically purchases billets from other
suppliers to increase the utilization of the rod mill and thus assure the
Company's ability to meet its customers' orders. The decision to purchase
billets depends on billet prices, product demand and other market conditions.
During the first half of 1994 the Company purchased 54,000 tons of billets
compared to 60,000 tons purchased in the first half of 1993. Currently, 10,000
tons of billets are expected to be purchased during the third quarter of 1994
compared to 28,000 tons purchased during the third quarter of 1993.
Net sales for the second quarter of 1994 increased $6.7 million, or 7%, from
the comparable 1993 period. Tons of rod sold decreased 6.6% (85,000 tons
compared to 91,000 tons), while tons of wire and wire products sold increased
5.2% (121,000 tons compared to 115,000 tons). Of the 5.2% increase in wire and
wire products tonnage, wire tonnage increased 8.2% and wire products tonnage
increased 2.6%. Wire is generally sold at a lower selling price per ton than
wire products. Wire and wire products selling prices increased 3.7% and rod
selling prices increased 10.1% during the second quarter of 1994 as compared to
the second quarter of 1993.
Net sales for the first half of 1994 increased $13.2 million, or 7.4%, from
the comparable 1993 period. Tons of rod sold decreased 6.1% (153,000 tons
compared to 163,000 tons), while tons of wire and wire products sold increased
3.7% (226,000 tons compared to 218,000 tons). Of the 3.7% increase in wire and
wire products tonnage, wire tonnage increased 9.5% and wire products tonnage was
comparable to the 1993 period. Wire and wire products selling prices increased
3.6% and rod selling prices increased 14.4% during the first half of 1994 as
compared to the first half of 1993.
Gross profit was $12 million for the second quarter of 1994, an increase of
$2.8 million as gross profit margins increased to 11.7%, up from 9.6% in the
comparable 1993 period. Gross profit was $19.2 million for the first half of
1994, an increase of $2.9 million, as year-to-date gross profit margins
increased to 10.1% from 9.2% one year ago. These comparative margin
improvements were achieved despite significantly higher costs for scrap steel,
the Company's primary raw material. Higher product selling prices and lower rod
conversion costs in 1994 were partially offset by the higher scrap costs and
inclement weather during the first quarter resulting in production outages and
increased costs. Gross profit in the 1993 periods also reflected a second
quarter charge of approximately $1.2 million for a one-time payment of $1,000
per union member, pursuant to the May 1993 collective bargaining agreement with
the Independent Steel Worker's Alliance ("ISWA") at the Company's Peoria,
Illinois facility. The ISWA represents 1,239 employees, or approximately 60% of
the Company's total employees.
Scrap prices have risen significantly since the beginning of 1993, and were
approximately 21.3% and 26.4% higher during the second quarter and first half,
respectively, of 1994 as compared to the 1993 periods. Scrap steel costs are
currently expected to stabilize at current levels which could help the Company
reestablish historic gross profit margins during the second half of 1994.
Selling expenses, as a percentage of net sales, were comparable between the
1994 and 1993 periods. General and administrative expenses were $4.5 million
and $9.1 million for the second quarter and first half of 1994, respectively,
representing decreases of $3 million and $2.6 million over the comparable 1993
amounts. The 1993 periods include the $3.2 million charge for excise taxes
resulting from the adverse U.S. Supreme Court decision. See Note 7 to the
Consolidated Financial Statements.
The difference between the provision for income taxes and the amounts that
would be expected using the U.S. federal statutory income tax rate is primarily
related to state income taxes and, in the 1993 periods, the nondeductible
excise taxes of approximately $3 million.
PART II.
ITEM 1. Legal Proceedings
Reference is made to disclosure provided under the caption "Current
litigation" in Note 14 to the Consolidated Financial Statements included in the
Annual Report.
Note 8 to the Consolidated Financial Statements is incorporated herein by
reference.
ITEM 6. Exhibits and Reports on Form 8-K.
(b) Reports on Form 8-K filed during the quarter ended June 30, 1994:
None.
S I G N A T U R E S
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.
Keystone Consolidated Industries, Inc.
(Registrant)
Date: August 2, 1994 By /s/Harold M. Curdy
Harold M. Curdy
Vice President - Finance/Treasurer
(Principal Financial Officer)
Date: August 2, 1994 By /s/Bert E. Downing, Jr.
Bert E. Downing, Jr.
Corporate Controller
(Principal Accounting Officer)
S I G N A T U R E S
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.
Keystone Consolidated Industries, Inc.
(Registrant)
Date: August 2, 1994 By ___________________________________
Harold M. Curdy
Vice President - Finance/Treasurer
(Principal Financial Officer)
Date: August 2, 1994 By ___________________________________
Bert E. Downing, Jr.
Corporate Controller
(Principal Accounting Officer)
