GRACO INC — Interim / Quarterly Report 2005

May 2, 2005

10-Q 1 graco1stqtr0510q.htm GRACO 1ST QUARTER 05 FORM 10-Q Graco Inc. Form 10-Q, 1st Quarter 2005 MARKER FORMAT-SHEET="Head Minor Center-Arial" FSL="Project"

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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Washington, D.C. 20549

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FORM 10-Q

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Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

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For the quarterly period ended April 1, 2005

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Commission File Number: 001-9249

GRACO INC.
(Exact name of registrant as specified in its charter)

Minnesota	41-0285640
(State of incorporation)	(I.R.S. Employer Identification Number)

88 - 11th Avenue N.E.
Minneapolis, Minnesota	55413
(Address of principal executive offices)	(Zip Code)

(612) 623-6000
(Registrant's telephone number, including area code)

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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

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Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes X No

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69,190,000 common shares were outstanding as of April 25, 2005.

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GRACO INC. AND SUBSIDIARIES

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INDEX

PART I	FINANCIAL INFORMATION		Page Number
	Item 1.	Financial Statements
		Consolidated Statements of Earnings	3
		Consolidated Balance Sheets	4
		Consolidated Statements of Cash Flows	5
		Notes to Consolidated Financial Statements	6-12
	Item 2.	Management's Discussion and Analysis
		of Financial Condition and
		Results of Operations	13-15
	Item 4.	Controls and Procedures	16
PART II	OTHER INFORMATION
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
	Item 4.	Submission of Matters to a Vote of Security Holders	17
	Item 6.	Exhibits	18
SIGNATURES			19
EXHIBITS

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PART I

	GRACO INC. AND SUBSIDIARIES
Item 1.	CONSOLIDATED STATEMENTS OF EARNINGS
	(Unaudited)
	(In thousands except per share amounts)

	Thirteen Weeks Ended — April 1, 2005	March 26, 2004
Net Sales	$ 170,944	$ 134,982
Cost of products sold	85,078	61,578
Gross Profit	85,866	73,404
Product development	6,244	5,122
Selling, marketing and distribution	26,407	24,397
General and administrative	12,048	10,443
Operating Earnings	41,167	33,442
Interest expense	339	171
Other expense (income), net	189	(56	)
Earnings before Income Taxes	40,639	33,327
Income taxes	13,600	11,000
Net Earnings	$ 27,039	$ 22,327
Basic Net Earnings per Common Share	$ .39	$ .32
Diluted Net Earnings per Common Share	$ .38	$ .32
Cash Dividends Declared per Common Share	$ .13	$ .09

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See notes to consolidated financial statements.

GRACO INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)

	April 1, 2005
ASSETS
Current Assets
Cash and cash equivalents	$ 12,321	$	60,554
Accounts receivable, less allowances of
$6,000 and $5,600	121,160		109,080
Inventories	63,168		40,219
Deferred income taxes	15,992		15,631
Other current assets	2,077		1,742
Total current assets	214,718		227,226
Property, Plant and Equipment
Cost	245,956		231,819
Accumulated depreciation	(141,514	)	(137,309	)
	104,442		94,510
Prepaid Pension	28,006		27,556
Goodwill	49,688		9,199
Other Intangible Assets, net	39,771		8,959
Other Assets	4,070		4,264
Total assets	$ 440,695	$	371,714
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes payable to banks	$ 45,679	$	6,021
Trade accounts payable	25,848		18,599
Salaries, wages and commissions	12,119		19,804
Dividends payable	8,983		8,990
Other current liabilities	53,155		43,359
Total current liabilities	145,784		96,773
Retirement Benefits and Deferred Compensation	33,077		33,092
Deferred Income Taxes	11,014		11,012
Shareholders' Equity
Common stock	69,178		68,979
Additional paid-in capital	108,483		100,180
Retained earnings	74,276		62,773
Other, net	(1,117	)	(1,095	)
Total shareholders' equity	250,820		230,837
Total Liabilities and Shareholders' Equity	$ 440,695	$	371,714

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See notes to consolidated financial statements

GRACO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

	Thirteen Weeks Ended — April 1, 2005	March 26, 2004
Cash Flows from Operating Activities
Net Earnings	$ 27,039	$	22,327
Adjustments to reconcile net earnings to net cash
provided by operating activities
Depreciation and amortization	5,703		4,602
Deferred income taxes	(766	)	(901	)
Tax benefit related to stock options exercised	1,000		2,500
Change in:
Accounts receivable	(3,107	)	(1,550	)
Inventories	(2,329	)	(3,949	)
Trade accounts payable	1,824		3,717
Salaries, wages and commissions	(9,472	)	(4,911	)
Retirement benefits and deferred compensation	(86	)	(424	)
Other accrued liabilities	6,182		6,361
Other	(186	)	83
Net cash provided by operating activities	25,802		27,855
Cash Flows from Investing Activities
Property, plant and equipment additions	(3,735	)	(3,838	)
Proceeds from sale of property, plant and equipment	32		14
Capitalized software additions	--		(785	)
Acquisition of businesses, net of cash acquired	(102,534	)	--
Net cash used in investing activities	(106,237	)	(4,609	)
Cash Flows from Financing Activities
Borrowings on notes payable and lines of credit	45,816		7,592
Payments on notes payable and lines of credit	(6,062	)	(2,123	)
Common stock issued	7,946		8,652
Common stock retired	(7,017	)	(15,202	)
Cash dividends paid	(8,969	)	(110,590	)
Net cash used in financing activities	31,714		(111,671	)
Effect of exchange rate changes on cash	488		(5	)
Net increase (decrease) in cash and cash equivalents	(48,233	)	(88,430	)
Cash and cash equivalents
Beginning of year	60,554		112,118
End of period	$ 12,321	$	23,688

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See notes to consolidated financial statements.

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GRACO INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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1. The consolidated balance sheet of Graco Inc. and Subsidiaries (the Company) as of April 1, 2005 and the related statements of earnings and cash flows for the thirteen weeks then ended have been prepared by the Company without being audited.

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In the opinion of management, these consolidated statements reflect all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of Graco Inc. and Subsidiaries as of April 1, 2005, and the results of operations and cash flows for all periods presented.

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Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Therefore, these statements should be read in conjunction with the financial statements and notes thereto included in the Company’s 2004 Form 10-K.

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The results of operations for interim periods are not necessarily indicative of results that will be realized for the full fiscal year.

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1. The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):

	Thirteen Weeks Ended — April 1, 2005	March 26, 2004
Net earnings available to common shareholders	$27,039	$22,327
Weighted average shares outstanding for basic earnings per share	69,074	69,082
Dilutive effect of stock options computed based on the treasury stock method using the average market price	1,200	1,160
Weighted average shares outstanding for diluted earnings per share	70,274	70,242
Basic earnings per share	$ .39	$ .32
Diluted earnings per share	$ .38	$ .32

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Stock options to purchase 311,800 shares are not included in the 2005 calculation of diluted earnings per share because they would have been anti-dilutive.

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1. The Company accounts for its stock option and purchase plans using the intrinsic value method and has adopted the “disclosure only” provisions of Statement of Financial Accounting Standards (SFAS) No. 123, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.” No compensation cost has been recognized for the Employee Stock Purchase Plan and stock options granted under the various stock incentive plans.

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Had compensation cost been determined based upon fair value (using the Black-Scholes option-pricing method) at the grant date for awards under these plans, the Company’s net earnings and earnings per share would have been reduced as follows (in thousands, except per share amounts):

	Thirteen Weeks Ended — April 1, 2005	March 26, 2004
Net earnings
As reported	$27,039	$22,327
Stock-based compensation, net of related tax effects	1,058	873
Pro forma	$25,981	$21,454
Net earnings per common share
Basic as reported	$ .39	$ .38
Basic pro forma	.38	.31
Diluted as reported	.38	.32
Diluted pro forma	.37	.31

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In December 2004, the Financial Accounting Standards Board issued SFAS No. 123 (Revised 2004), “Share-Based Payment” that requires compensation costs related to share-based payment transactions to be recognized in the financial statements. This standard will be effective for the Company starting with the first quarter of 2006. Annual compensation cost, net of tax effects, related to unvested stock compensation as of April 1, 2005 is approximately $4.6 million in 2005, $2.5 million in 2006, $1.7 million in 2007 and $0.6 million in 2008 (as valued and calculated under SFAS 123 pro forma disclosures.) The Company has not yet determined how it will value future grants or whether it will elect to adjust prior periods upon adoption of SFAS No. 123 (Revised 2004).

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1. The components of net periodic benefit cost for retirement benefit plans were as follows (in thousands):

	Thirteen Weeks Ended — April 1, 2005	March 26, 2004
Pension Benefits
Service Cost	$ 1,251	$ 1,060
Interest Cost	2,489	2,179
Expected return on assets	(3,950)	(3,525)
Amortization and other	157	146
Net periodic benefit cost (credit)	$ (53)	$ (140)
Postretirement Medical
Service Cost	$ 225	$ 250
Interest Cost	410	388
Amortization of net loss	115	112
Net periodic benefit cost	$ 750	$ 750

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1. Total comprehensive income for the quarter was $26.9 million in 2005 and $22.0 million in 2004. There have been no significant changes to the components of comprehensive income from those noted on the 2004 Form 10-K.

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1. The Company has three reportable segments; Industrial/Automotive, Contractor and Lubrication. The Company does not identify assets by segment. Sales and operating earnings by segment for the thirteen weeks ended April 1, 2005 and March 26, 2004 were as follows (in thousands):

	Thirteen Weeks Ended — April 1, 2005	March 26, 2004
Net Sales
Industrial/Automotive	$ 87,869	$ 63,251
Contractor	67,780	58,975
Lubrication	15,295	12,756
Consolidated	$170,944	$134,982
Operating Earnings
Industrial/Automotive	$ 21,964	$ 20,265
Contractor	15,086	11,925
Lubrication	4,199	3,002
Unallocated corporate expense	(82)	(1,750)
Consolidated	$ 41,167	$ 33,442

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Segment operating earnings for 2004 have been restated to conform to 2005, which includes amortization of intangibles formerly classified as unallocated corporate expense.

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1. Major components of inventories were as follows (in thousands):

Finished products and components	April 1, 2005 — $ 46,321	$	29,263
Products and components in various stages
of completion	22,604		18,656
Raw materials and purchased components	22,689		19,929
	91,614		67,848
Reduction to LIFO cost	(28,446	)	(27,629	)
Total	$ 63,168	$	40,219

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1. Information related to other intangible assets follows (dollars in thousands):

	Estimated Life (Years)	Original Cost	Amorti- zation	Foreign Currency Translation	Book Value
April 1, 2005
Customer relationships and
distribution network	4 - 8	$20,365	$(2,203)	$(22)	$18,140
Patents, proprietary technology
and product documentation	3 - 15	10,871	(915)	(10)	9,946
Trademarks, trade names
favorable lease and other	3 - 10	1,774	(602)	--	1,172
		33,010	(3,720)	(32)	29,258
Not Subject to Amortization:
Brand names		10,550	--	(37)	10,513
Total		$43,560	$(3,720)	$(69)	$39,771
December 31, 2004
Customer relationships and
distribution network	5	$ 3,765	$(1,543)	$ --	$ 2,222
Patents, proprietary technology
and product documentation	3 - 15	1,241	(611)	--	630
Trademarks, trade names and
other	2 - 10	1,494	(667)	--	827
		6,500	(2,821)	--	3,679
Not Subject to Amortization:
Brand names		5,280	--	--	5,280
Total		$11,780	$(2,821)	$ --	$ 8,959

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Amortization of intangibles during the first quarter of 2005 was $1.0 million. Estimated annual amortization is as follows: $4.5 million in 2005, $4.6 million in 2006, $4.6 million in 2007, $3.9 million in 2008, $3.5 million in 2009 and $9.2 million thereafter.

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1. Components of other current liabilities were (in thousands):

	April 1, 2005	Dec. 31, 2004
Accrued insurance liabilities	$ 9,207	$ 9,139
Accrued warranty and service liabilities	9,022	9,409
Accrued trade promotions	3,218	6,574
Payable for employee stock purchases	995	4,913
Income taxes payable	13,553	2,188
Other	17,160	11,136
	$53,155	$43,359

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A liability is established for estimated future warranty and service claims that relate to current and prior period sales. The Company estimates warranty costs based on historical claim experience and other factors including evaluating specific customer warranty issues. Following is a summary of activity in accrued warranty and service liabilities (in thousands):

	Thirteen Weeks Ended April 1, 2005	Year Ended Dec. 31, 2004
Balance, beginning of year	$ 9,409	$ 9,227
Charged to expense	1,712	8,066
Margin on parts sales reversed	328	2,516
Reductions for claims settled	(2,427)	(10,400)
Balance, end of period	$ 9,022	$ 9,409

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1. Effective January 1, 2005, the Company purchased the stock of Liquid Control Corporation, Inc. and its affiliated company Profill Corp. for approximately $35 million cash. Liquid Control designs and manufactures highly engineered precision resin dispensing equipment, which will expand and complement the Company’s Industrial/Automotive business. Liquid Control had sales of approximately $26 million in 2004. Results of Liquid Control’s operations have been included in the Industrial/Automotive segment since the date of acquisition.

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The purchase price was allocated based on estimated fair values as follows (in thousands):

Accounts receivable and prepaid expenses	$
Inventories	4,900
Property, plant and equipment	7,800
Identifiable intangible assets	16,100
Goodwill	8,600
Total purchase price	40,300
Liabilities assumed	(4,900	)
Net assets acquired	$ 35,400

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Identifiable intangible assets and weighted average estimated useful life are as follows (dollars in thousands):

Customer relationships (8 years)	$10,100
Proprietary technology (8 years)	3,500
Total (8 years)	13,600
Brand names (indefinite useful life)	2,500
Total identifiable intangible assets	$16,100

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For tax purposes, the transaction will be treated as a purchase of assets and goodwill is expected to be fully deductible.

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Effective February 4, 2005, the Company purchased the stock of Gusmer Corporation Inc. and Gusmer Europe, S.L. for approximately $68 million cash. Gusmer designs and manufactures specialized two-component dispense equipment systems, which will expand and complement the Company’s Industrial/Automotive business. Gusmer had sales of approximately $43 million in 2004. Results of Gusmer’s operations have been included in the Industrial/Automotive segment since the date of acquisition.

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The purchase price has not been finalized and is subject to agreement on closing asset and liability balances. The preliminary purchase price was allocated based on estimated fair values as follows (in thousands):

Cash and cash equivalents	$ 500
Accounts receivable	7,400
Inventories	15,600
Property, plant and equipment	2,900
Identifiable intangible assets	15,800
Goodwill	31,900
Total purchase price	74,100
Liabilities assumed	(6,500)
Net assets acquired	$67,600

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Identifiable intangible assets and weighted average estimated useful life are as follows (dollars in thousands):

Customer relationships (7 years)	$ 6,500
Proprietary technology (8 years)	4,400
Product documentation (5 years)	1,800
Favorable lease (3 years)	400
Total (7 years)	13,100
Brand names (indefinite useful life)	2,700
Total identifiable intangible assets	$15,800

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For tax purposes, the transaction will be treated as a purchase of assets and goodwill is expected to be fully deductible.

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The following pro forma information assumes the acquisitions of Liquid Control and Gusmer occurred as of the beginning of each quarter presented. The pro forma information is not necessarily indicative of what would have actually occurred or of future results (in thousands, except per share amounts).

	Thirteen Weeks Ended — April 1, 2005	March 26, 2004
Net sales	$175,600	$152,500
Net earnings	26,500	20,300
Basic earnings per share	.38	.29
Diluted earnings per share	.38	.29

	GRACO INC. AND SUBSIDIARIES
Item 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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Results of Operations

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The following table sets forth items from the Company’s Consolidated Statements of Earnings as percentages of net sales:

April 1, 2005	March 26, 2004
Net Sales	100.0 %	100.0 %
Cost of products sold	49.8	45.6
Gross Profit	50.2	54.4
Product development	3.7	3.8
Selling, marketing and distribution	15.4	18.1
General and administrative	7.0	7.7
Operating Earnings	24.1	24.8
Interest expense	.2	0.1
Other (income) expense, net	.1	--
Earnings before Income Taxes	23.8	24.7
Income taxes	8.0	8.2
Net Earnings	15.8 %	16.5 %

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Net Sales

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Sales by segment and geographic area were as follows (in thousands):

	Thirteen Weeks Ended — April 1, 2005	March 26, 2004
By Segment
Industrial/Automotive	$ 87,869	$ 63,251
Contractor	67,780	58,975
Lubrication	15,295	12,756
Consolidated	$170,944	$134,982
By Geographic Area
Americas 1	$114,019	$ 89,275
Europe 2	35,709	27,914
Asia Pacific	21,216	17,793
Consolidated	$170,944	$134,982

1	North and South America, including the U.S.
2	Europe, Africa and Middle East

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Consolidated sales increased by 27 percent compared to the first quarter last year. Sales from acquired businesses contributed 11 percentage points of the increase. All operating segments and geographic regions experienced double-digit percentage growth in sales.

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Industrial/Automotive sales increased by 39 percent, 15 percent before sales from acquired operations. Demand for this segment’s products remained strong in all major product categories and in all geographic regions.

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Contractor segment sales increased by 15 percent. In the Americas, there was double-digit percentage growth in both the professional paint store channel and the home center channel. Sales of larger paint sprayers were particularly strong in the professional paint store channel. The rollout of texture sprayers contributed to the increase in home center channel sales.

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Lubrication segment sales increased by 20 percent. Sales were strong in all geographic regions and major product categories. Re-introduction of the Matrix™ fluid management system in the second quarter should have a positive impact on future sales.

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Gross Profit

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Gross profit as a percentage of sales was 50.2 percent compared to 54.4 percent for the first quarter last year. Approximately 3 percentage points of the decline was due to the impact of acquisitions, including lower margins on acquired products and the recognition of costs assigned to inventories as part of the valuation of assets acquired. The remainder of the decrease is due to several factors, including mix of products sold and higher material costs, offset somewhat by favorable effects of higher volume and process improvements.

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Operating Expenses

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Total operating expenses increased due to the expenses of the acquired operations. Expenses as a percentage of sales decreased to 26.1 percent from 29.6 percent.

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General and administrative expense includes approximately $1 million from the amortization of intangible assets related to the businesses acquired in 2005. The annual recurring non-cash expense associated with amortization of intangible assets from those acquired companies is expected to be approximately $4 million.

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Liquidity and Capital Resources

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During the quarter, significant uses of cash included $103 million for acquisitions of businesses, $9 million of dividends paid and $7 million for purchases and retirement of Company common stock. The Company used cash on hand and a $40 million advance from a line of credit to fund the acquisitions. During the first quarter of 2004, significant uses of cash included $111 million of dividends paid (including $104 million for a one-time special dividend) and $15 million for purchases and retirement of Company common stock.

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The Company had unused lines of credit available at April 1, 2005 totaling $80 million. Cash balances of $12 million at April 1, 2005, internally generated funds and unused financing sources provide the Company with the financial flexibility to meet liquidity needs.

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Outlook

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Results for the first quarter were in line with management’s expectations. While management’s vision is limited due to the short cycle nature of the business, the sales tempo experienced throughout the quarter was good and management continues to expect growth this year. Management expects that the businesses acquired in the first quarter will begin to contribute to net earnings in the second half of this year.

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SAFE HARBOR CAUTIONARY STATEMENT

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A forward-looking statement is any statement made in this report and other reports that the Company files periodically with the Securities and Exchange Commission, as well as in press or earnings releases, analyst briefings and conference calls, which reflects the Company’s current thinking on market trends and the Company’s future financial performance at the time they are made. All forecasts and projections are forward-looking statements.

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The Company desires to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 by making cautionary statements concerning any forward-looking statements made by or on behalf of the Company. The Company cannot give any assurance that the results forecasted in any forward-looking statement will actually be achieved. Future results could differ materially from those expressed, due to the impact of changes in various factors. These risk factors include, but are not limited to: economic conditions in the United States and other major world economies, currency fluctuations, political instability, changes in laws and regulations, and changes in product demand. Please refer to Exhibit 99 to the Company’s Annual Report on Form 10-K for fiscal year 2004 for a more comprehensive discussion of these and other risk factors.

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Investors should realize that factors other than those identified above and in Exhibit 99 might prove important to the Company’s future results. It is not possible for management to identify each and every factor that may have an impact on the Company’s operations in the future as new factors can develop from time to time.

ITEM 4. CONTROLS AND PROCEDURES

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Evaluation of disclosure controls and procedures

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As of the end of the fiscal quarter covered by this report, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures. This evaluation was done under the supervision and with the participation of the Company’s President and Chief Executive Officer, Vice President and Controller, Vice President and Treasurer, and Vice President, General Counsel and Secretary. Based upon that evaluation, they concluded that the Company’s disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to satisfy the Company’s disclosure obligations under the Exchange Act.

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Changes in internal controls

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During the quarter, there was no change in the Company’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

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PART II

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Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

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Issuer Purchases of Equity Securities

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On February 22, 2002, the Board of Directors authorized a plan for the Company to purchase up to a total of 2,700,000 shares of its outstanding common stock, primarily through open-market transactions. This plan effectively expired upon approval of a new plan on February 20, 2004, authorizing the purchase of up to 3,000,000 shares and expiring on February 28, 2006.

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In addition to shares purchased under the plan, the Company purchases shares of common stock held by employees who wish to tender owned shares to satisfy the exercise price or tax withholding on option exercises.

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Information on issuer purchases of equity securities follows:

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share	(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (at end of period)
Jan 1, 2005 - Jan 28, 2005	--	--	--	1,969,400
Jan 29, 2005 - Feb 25, 2005	53,200	$37.50	53,200	1,916,200
Feb 26, 2005 - Apr 1, 2005	127,500	$39.39	127,500	1,788,700

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Item 4
None

Item 6.
10.1	Long Term Stock Incentive Plan, as amended and restated June 18, 2004
10.2	Graco Inc. Stock Incentive Plan, as amended and restated June 18, 2004
10.3	Employee Stock Incentive Plan, as amended and restated June 18, 2004
10.4	Graco Inc. Nonemployee Director Stock Option Plan, as amended and restated June 18, 2004
31.1	Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a)
31.2	Certification of Vice President and Controller pursuant to Rule 13a-14(a)
31.3	Certification of Vice President and Treasurer pursuant to Rule 13a-14(a)
32	Certification of President and Chief Executive Officer, Vice President and
Controller, and Vice President and Treasurer pursuant
to Section 1350 of Title 18, U.S.C.

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SIGNATURES

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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.

Date:	April 29, 2005	By:	GRACO INC. — /s/David A. Roberts
			David A. Roberts
			President and Chief Executive Officer
Date:	April 29, 2005	By:	/s/James A. Graner
			James A. Graner
			Vice President and Controller
Date:	April 29, 2005	By:	/s/Mark W. Sheahan
			Mark W. Sheahan
			Vice President and Treasurer