þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Ohio | 34-1598949 | |
( State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
9400 East Market Street, Warren, Ohio | 44484 | |
(Address of principal executive offices) | (Zip Code) |
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
Table of Contents
Three Months Ended
Six Months Ended
June 30,
July 1,
June 30,
July 1,
2007
2006
2007
2006
$
183,802
$
185,499
$
368,830
$
365,133
144,920
141,504
287,101
280,447
33,629
31,151
66,802
62,971
(1,653
)
20
(1,688
)
(1,469
)
6,906
12,824
16,615
23,184
5,619
5,833
11,103
11,752
(2,298
)
(1,550
)
(4,418
)
(2,966
)
224
1,745
512
1,750
3,361
6,796
9,418
12,648
666
1,906
1,853
3,993
$
2,695
$
4,890
$
7,565
$
8,655
$
0.12
$
0.21
$
0.33
$
0.38
23,114
22,861
23,052
22,824
$
0.11
$
0.21
$
0.32
$
0.38
23,702
22,902
23,603
22,884
Table of Contents
Table of Contents
June 30,
December 31,
2007
2006
$
36,586
$
39,832
8,778
8,196
13,591
12,614
58,955
60,642
(1,694
)
(2,121
)
$
57,261
$
58,521
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except share and per share data, unless otherwise indicated)
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except share and per share data, unless otherwise indicated)
Three Months Ended
Six Months Ended
June 30,
July 1,
June 30,
July 1,
2007
2006
2007
2006
$
2,695
$
4,890
$
7,565
$
8,655
1,533
2,325
1,982
3,359
(28
)
(197
)
(36
)
(234
)
10
(19
)
61
22
629
1,101
2,144
2,109
3,108
3,147
$
4,839
$
6,999
$
10,673
$
11,802
June 30,
December 31,
2007
2006
$
10,507
$
8,525
(1,503
)
(1,467
)
(3
)
(64
)
1,101
$
10,102
$
6,994
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except share and per share data, unless otherwise indicated)
Three Months Ended
Six Months Ended
June 30,
July 1,
June 30,
July 1,
2007
2006
2007
2006
23,113,827
22,861,311
23,051,721
22,824,135
588,522
40,932
551,096
59,968
23,702,349
22,902,243
23,602,817
22,884,103
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except share and per share data, unless otherwise indicated)
Asset-
Severance
Related
Costs
Charges
Total
$
964
$
127
$
1,091
$
$
$
88
127
215
9
9
356
356
70
70
(111
)
(111
)
(127
)
(127
)
$
412
$
$
412
176
176
(370
)
(370
)
127
127
436
436
(343
)
(343
)
$
438
$
$
438
41
41
31
31
(493
)
(493
)
$
17
$
$
17
$
$
$
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except share and per share data, unless otherwise
indicated)
Asset-
Facility
Severance
Related
Closure
Other Exit
Costs
Charges
Costs
Costs
Total
$
3,665
$
983
$
1,137
$
653
$
6,438
$
$
$
$
$
205
205
202
118
320
1,068
207
287
1,562
(590
)
(405
)
(995
)
(614
)
(614
)
$
478
$
$
$
$
478
1,698
206
7
1,911
586
163
746
174
1,669
214
218
35
467
(57
)
140
(18
)
65
(2,722
)
(140
)
(198
)
(3,060
)
(369
)
(369
)
$
197
$
$
964
$
$
1,161
48
48
204
14
2
220
(48
)
1
(47
)
18
18
(353
)
(569
)
(50
)
(972
)
$
$
$
428
$
$
428
(324
)
(324
)
$
$
$
104
$
$
104
$
$
$
$
$
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except share and per share data, unless otherwise indicated)
2007
2006
$
5,825
$
6,220
1,228
2,019
847
96
(2,069
)
(2,291
)
$
5,831
$
6,044
Defined Benefit Plan
Three Months Ended
Six Months Ended
June 30,
July 1,
June 30,
July 1,
2007
2006
2007
2006
$
43
$
36
$
85
$
64
514
331
1,021
585
(574
)
(355
)
(1,140
)
(628
)
111
84
221
149
$
94
$
96
$
187
$
170
Postretirement Benefit Plan
Three Months Ended
Six Months Ended
June 30,
July 1,
June 30,
July 1,
2007
2006
2007
2006
$
4
$
4
$
7
$
8
6
4
12
8
(2
)
(3
)
$
8
$
8
$
16
$
16
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except share and per share data, unless otherwise indicated)
Jurisdiction
Open Tax Years
2003-2006
2003-2006
2001-2006
2002-2006
2001-2006
2002-2006
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except share and per share data, unless otherwise indicated)
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except share and per share data, unless otherwise indicated)
Three Months Ended
Six Months Ended
June 30,
July 1,
June 30,
July 1,
2007
2006
2007
2006
$
98,248
$
105,543
$
199,049
$
205,907
5,359
4,534
10,490
9,003
103,607
110,077
209,539
214,910
85,554
79,956
169,781
159,226
590
1,193
1,391
2,111
86,144
81,149
171,172
161,337
(5,949
)
(5,727
)
(11,881
)
(11,114
)
$
183,802
$
185,499
$
368,830
$
365,133
$
1,884
$
8,847
$
8,990
$
15,044
5,510
4,497
8,038
8,906
1,572
(735
)
3,521
197
(5,605
)
(5,813
)
(11,131
)
(11,499
)
$
3,361
$
6,796
$
9,418
$
12,648
$
2,427
$
1,977
$
4,757
$
3,767
4,885
4,359
9,690
8,789
88
97
173
188
$
7,400
$
6,433
$
14,620
$
12,744
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except share and per share data, unless otherwise indicated)
Three Months Ended
Six Months Ended
June 30,
July 1,
June 30,
July 1,
2007
2006
2007
2006
$
(137
)
$
(131
)
$
(225
)
$
(237
)
151
151
197
490
5,605
5,813
11,131
11,499
$
5,619
$
5,833
$
11,103
$
11,752
$
1,446
$
2,834
$
4,173
$
5,034
2,817
3,750
6,231
8,067
(256
)
3
410
49
$
4,007
$
6,587
$
10,814
$
13,150
June 30,
December 31,
2007
2006
$
172,237
$
184,327
220,653
216,523
275,775
265,986
(158,200
)
(165,029
)
$
510,465
$
501,807
(A)
These amounts represent depreciation and amortization on fixed and certain intangible assets.
(B)
Assets located at Corporate consist primarily of cash, deferred taxes and equity investments.
Three Months Ended
Six Months Ended
June 30,
July 1,
June 30,
July 1,
2007
2006
2007
2006
$
132,449
$
143,391
$
266,510
$
284,415
51,353
42,108
102,320
80,718
$
183,802
$
185,499
$
368,830
$
365,133
June 30,
December 31,
2007
2006
$
216,406
$
215,429
27,057
32,346
$
243,463
$
247,775
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except share and per share data, unless otherwise indicated)
Three Months Ended
June 30,
Six Months Ended
June 30,
2007
2006
2007
2006
$
31,279
$
21,014
$
58,630
$
42,013
$
14,683
$
10,664
$
27,506
$
21,338
$
5,040
$
3,628
$
10,365
$
7,824
$
2,520
$
1,814
$
5,183
$
3,912
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except share and per share data, unless otherwise indicated)
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except share and per share data, unless otherwise indicated)
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except share and per share data, unless otherwise indicated)
For the Three Months Ended June 30, 2007
Non-
Guarantor
Guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
85,017
$
54,528
$
65,096
$
(20,839
)
$
183,802
69,086
46,281
49,642
(20,089
)
144,920
14,056
7,640
12,683
(750
)
33,629
(304
)
(1,349
)
(1,653
)
2,179
1,956
2,771
6,906
5,870
(251
)
5,619
(1,865
)
(26
)
(183
)
(2,074
)
(5,043
)
5,043
3,217
1,982
3,205
(5,043
)
3,361
522
3
141
666
$
2,695
$
1,979
$
3,064
$
(5,043
)
$
2,695
For the Three Months Ended July 1, 2006
Non-
Guarantor
Guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
90,915
$
60,809
$
54,955
$
(21,180
)
$
185,499
77,376
44,845
39,734
(20,451
)
141,504
9,605
12,031
10,244
(729
)
31,151
(1,472
)
1,489
3
20
5,406
2,444
4,974
12,824
5,890
(57
)
5,833
(550
)
745
195
(5,364
)
5,364
5,430
2,444
4,286
(5,364
)
6,796
540
1,366
1,906
$
4,890
$
2,444
$
2,920
$
(5,364
)
$
4,890
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except share and per share data, unless otherwise indicated)
For the Six Months Ended June 30, 2007
Non-
Guarantor
Guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
173,868
$
106,599
$
129,071
$
(40,708
)
$
368,830
147,630
82,862
95,909
(39,300
)
287,101
27,122
15,673
25,415
(1,408
)
66,802
(347
)
(1,349
)
8
(1,688
)
(537
)
9,413
7,739
16,615
11,668
(565
)
11,103
(3,898
)
(8
)
(3,906
)
(16,534
)
16,534
8,227
9,413
8,312
(16,534
)
9,418
662
7
1,184
1,853
$
7,565
$
9,406
$
7,128
$
(16,534
)
$
7,565
For the Six Months Ended July 1, 2006
Non-
Guarantor
Guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
181,242
$
119,669
$
107,555
$
(43,333
)
$
365,133
155,174
88,209
78,986
(41,922
)
280,447
26,318
18,820
19,244
(1,411
)
62,971
(1,472
)
3
(1,469
)
1,222
12,640
9,322
23,184
11,770
(18
)
11,752
(1,696
)
480
(1,216
)
(18,611
)
18,611
9,759
12,640
8,860
(18,611
)
12,648
1,104
20
2,869
3,993
$
8,655
$
12,620
$
5,991
$
(18,611
)
$
8,655
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except share and per share data, unless otherwise indicated)
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Table of Contents
Three Months Ended
$ Increase /
% Increase /
June 30, 2007
July 1, 2006
(Decrease)
(Decrease)
$
98,248
53.5
%
$
105,543
56.9
%
$
(7,295
)
(6.9
)%
85,554
46.5
79,956
43.1
5,598
7.0
%
$
183,802
100.0
%
$
185,499
100.0
%
$
(1,697
)
(0.9
)%
Three Months Ended
$ Increase /
% Increase /
June 30, 2007
July 1, 2006
(Decrease)
(Decrease)
$
132,449
72.1
%
$
143,391
77.3
%
$
(10,942
)
(7.6
)%
51,353
27.9
42,108
22.7
9,245
22.0
%
$
183,802
100.0
%
$
185,499
100.0
%
$
(1,697
)
(0.9
)%
Table of Contents
Three Months Ended
$ Increase /
June 30, 2007
July 1, 2006
(Decrease)
$
183,802
100.0
%
$
185,499
100.0
%
$
(1,697
)
144,920
78.8
141,504
76.3
3,416
33,629
18.3
31,151
16.8
2,478
(1,653
)
(0.9
)
20
0.0
(1,673
)
6,906
3.8
12,824
6.9
(5,918
)
5,619
3.1
5,833
3.1
(214
)
(2,298
)
(1.3
)
(1,550
)
(0.8
)
(748
)
224
0.1
1,745
0.9
(1,521
)
3,361
1.9
6,796
3.7
(3,435
)
666
0.4
1,906
1.0
(1,240
)
$
2,695
1.5
%
$
4,890
2.7
%
$
(2,195
)
Three Months Ended
$ Increase /
% Increase /
June 30, 2007
July 1, 2006
(Decrease)
(Decrease)
$
1,884
$
8,847
$
(6,963
)
(78.7
)%
5,510
4,497
1,013
22.5
%
1,572
(735
)
2,307
313.9
%
(5,605
)
(5,813
)
208
3.6
%
$
3,361
$
6,796
$
(3,435
)
(50.5
)%
Table of Contents
Three Months Ended
$ Increase /
% Increase /
June 30, 2007
July 1, 2006
(Decrease)
(Decrease)
$
1,431
42.6
%
$
2,448
36.0
%
$
(1,017
)
(41.5
)%
1,930
57.4
4,348
64.0
(2,418
)
(55.6
)%
$
3,361
100.0
%
$
6,796
100.0
%
$
(3,435
)
(50.5
)%
Six Months Ended
$ Increase /
% Increase /
June 30, 2007
July 1, 2006
(Decrease)
(Decrease)
$
199,049
54.0
%
$
205,907
56.4
%
$
(6,858
)
(3.3
)%
169,781
46.0
159,226
43.6
10,555
6.6
%
$
368,830
100.0
%
$
365,133
100.0
%
$
3,697
1.0
%
Table of Contents
Six Months Ended
$ Increase /
% Increase /
June 30, 2007
July, 2006
(Decrease)
(Decrease)
$
266,510
72.3
%
$
284,415
77.9
%
$
(17,905
)
(6.3)
%
102,320
27.7
80,718
22.1
21,602
26.8
%
$
368,830
100.0
%
$
365,133
100.0
%
$
3,697
1.0
%
Six Months Ended
$ Increase /
June 30, 2007
July 1, 2006
(Decrease)
$
368,830
100.0
%
$
365,133
100.0
%
$
3,697
287,101
77.8
280,447
76.8
6,654
66,802
18.1
62,971
17.2
3,831
(1,688
)
(0.4
)
(1,469
)
(0.4
)
(219
)
16,615
4.5
23,184
6.4
(6,569
)
11,103
3.0
11,752
3.2
(649
)
(4,418
)
(1.2
)
(2,966
)
(0.8
)
(1,452
)
512
0.1
1,750
0.5
(1,238
)
9,418
2.6
12,648
3.5
(3,230
)
1,853
0.5
3,993
1.1
(2,140
)
$
7,565
2.1
%
$
8,655
2.4
%
$
(1,090
)
Table of Contents
Six Months Ended
$ Increase /
% Increase /
June 30, 2007
July 1, 2006
(Decrease)
(Decrease)
$
8,990
$
15,044
$
(6,054
)
(40.2
)%
8,038
8,906
(868
)
(9.7
)%
3,521
197
3,324
1,687.3
%
(11,131
)
(11,499
)
368
3.2
%
$
9,418
$
12,648
$
(3,230
)
(25.5
)%
Six Months Ended
$ Increase /
% Increase /
June 30, 2007
July 1, 2006
(Decrease)
(Decrease)
$
3,825
40.6
%
$
5,337
42.2
%
$
(1,512
)
(28.3
)%
5,593
59.4
7,311
57.8
(1,718
)
(23.5
)%
$
9,418
100.0
%
$
12,648
100.0
%
$
(3,230
)
(25.5
)%
Table of Contents
Six Months Ended
$ Increase /
June 30, 2007
July 1, 2006
(Decrease)
$
4,019
$
12,215
$
(8,196
)
(5,863
)
(11,557
)
5,694
1,796
(181
)
1,977
232
1,730
(1,498
)
$
184
$
2,207
$
(2,023
)
Table of Contents
the loss or bankruptcy of a major customer or supplier;
the costs and timing of facility closures, business realignment, or similar actions;
a significant change in automotive, medium- and heavy-duty, agricultural or off-highway vehicle production;
our ability to achieve cost reductions that offset or exceed customer-mandated selling price reductions;
a significant change in general economic conditions in any of the various countries in which we operate;
labor disruptions at our facilities or at any of our significant customers or suppliers;
the ability of our suppliers to supply us with parts and components at competitive prices on a timely basis;
the amount of debt and the restrictive covenants contained in our credit facility;
customer acceptance of new products;
capital availability or costs, including changes in interest rates or market perceptions;
the successful integration of any acquired businesses;
the occurrence or non-occurrence of circumstances beyond our control; and
those items described in Part I, Item IA (Risk Factors) of the Companys 2006 Form 10-K.
Table of Contents
Table of Contents
Table of Contents
32
33
(a)
The Annual Meeting of Shareholders of Stoneridge, Inc. was held on May 7, 2007.
(b)
The following matters were submitted to a vote at the meeting:
The election of the following nominees as directors of the Company. The vote with respect to each nominee was as follows:
Nominee
For
Withheld
21,421,415
683,042
22,051,531
52,926
22,059,221
45,236
22,056,721
47,736
22,100,641
3,816
22,100,641
3,816
22,100,621
3,836
22,057,721
46,736
For
Against
Abstain
22,103,620
400
438
For
Against
Abstain
19,551,824
66,318
1,132
Table of Contents
For
Against
Abstain
19,613,772
4,202
1,300
Table of Contents
34
STONERIDGE, INC.
Date: August 9, 2007
/s/ John C. Corey
John C. Corey
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: August 9, 2007
/s/ George E. Strickler
George E. Strickler
Executive Vice President, Chief Financial Officer and
Treasurer
(Principal Financial Officer)
Table of Contents
35
Exhibit
Number
Exhibit
Amended Code of Regulations, filed herewith.
Annual Incentive Plan, filed herewith.
Severance Agreement and Release for Edward F. Mosel, dated
May 22, 2007, (incorporated by reference to Exhibit 99. 1
to the Companys Current Report on Form 8-K filed on May
25, 2007).
Chief Executive Officer certification pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, filed herewith.
Chief Financial Officer certification pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, filed herewith.
Chief Executive Officer certification pursuant to 18 U. S.
C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, filed herewith.
Chief Financial Officer certification pursuant to 18 U. S.
C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, filed herewith.
36
37
38
39
40
41
42
43
44
45
46
47
48
49
(1) | I have reviewed this Quarterly Report on Form 10-Q of Stoneridge, Inc. (the Company); | |
(2) | Based on my knowledge, this 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 report; | |
(3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; | |
(4) | The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a 15(f) and 15d 15(f)) for the Company and we have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the Companys internal control over financial reporting that occurred during the Companys most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and |
(5) | The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors: |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. |
/s/ John C. Corey
|
||
John C. Corey, President, Chief Executive Officer and Director
|
||
August 9, 2007
|
50
(1) | I have reviewed this Quarterly Report on Form 10-Q of Stoneridge, Inc. (the Company); | |
(2) | Based on my knowledge, this 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 report; | |
(3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; | |
(4) | The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a 15(f) and 15d 15(f)) for the Company and we have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the Companys internal control over financial reporting that occurred during the Companys most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and |
(5) | The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors: |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. |
/s/ George E. Strickler
|
||
George E. Strickler, Executive Vice President, Chief Financial Officer and Treasurer
|
||
August 9, 2007
|
51
/s/ John C. Corey
|
||
John C. Corey, President, Chief Executive Officer and Director
|
||
August 9, 2007
|
52
/s/ George E. Strickler
|
||
George E. Strickler, Executive Vice President, Chief Financial Officer and Treasurer
|
||
August 9, 2007
|
53