##### Table of Contents



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
  o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  0-9061
 ELECTRO RENT CORPORATION
  CALIFORNIA
    
    95-2412961(State or Other Jurisdiction 
of Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)
 6060 SEPULVEDA BOULEVARD  VAN NUYS, CALIFORNIA 91411-2501
 818 787-2100
  x o
  Large accelerated filer   o
    
    Accelerated Filer   x
    
    Non-accelerated filer   o
  o x
    Page 1




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##### 



ELECTRO RENT CORPORATION
FORM 10-Q
November 30, 2006
  PagePart I: FINANCIAL INFORMATION
    
    
    3Item 1.
    
    Financial Statements
    
    
    3Condensed Consolidated Statements of Income for the Three and Six Month Periods
Ended November 30, 2006 and 2005 (Unaudited)
    
    
    3Condensed Consolidated Balance Sheets at November 30, 2006 and May 31, 2006 (Unaudited)
    
    
    4Condensed Consolidated Statements of Cash Flows for the Six Months Ended
November 30, 2006 and 2005 (Unaudited)
    
    
    5Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    13Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4.
    
    Controls and Procedures
    
    
    20Part II: OTHER INFORMATION
    
    
    21Item 1.
    
    Legal Proceedings.
    
    
    21Item 1A.
    
    Risk Factors
    
    
    21Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
    
    
    21Item 3.
    
    Defaults Upon Senior Securities.
    
    
    21Item 4.
    
    Submission of Matters to a Vote of Security Holders.
    
    
    21Item 5.
    
    Other Information.
    
    
    21Item 6.
    
    Exhibits.
    
    
    22SIGNATURES
    
    
    23
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##### Table of Contents



Part I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 ELECTRO RENT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) (000s omitted, except per share data)
 Three Months Ended
    
    
    Six Months EndedNovember 30,
    
    
    November 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Revenues:Rentals and leases
    
    $
    25,754
    
    
    $
    22,005
    
    
    $
    51,202
    
    
    $
    43,161Sales of equipment and other revenues
    
    
    5,786
    
    
    
    5,996
    
    
    
    10,362
    
    
    
    11,390Total revenues
    
    
    31,540
    
    
    
    28,001
    
    
    
    61,564
    
    
    
    54,551Operating expenses:Depreciation of rental and lease equipment
    
    
    10,510
    
    
    
    8,664
    
    
    
    20,392
    
    
    
    17,116Costs of revenues other than depreciation of
rental and lease equipment
    
    
    3,498
    
    
    
    3,068
    
    
    
    6,114
    
    
    
    5,731Selling, general and administrative expenses
    
    
    10,177
    
    
    
    8,003
    
    
    
    20,755
    
    
    
    15,947Total operating expenses
    
    
    24,185
    
    
    
    19,735
    
    
    
    47,261
    
    
    
    38,794Operating profit
    
    
    7,355
    
    
    
    8,266
    
    
    
    14,303
    
    
    
    15,757Interest and investment income, net
    
    
    910
    
    
    
    597
    
    
    
    1,849
    
    
    
    1,156Income before income taxes
    
    
    8,265
    
    
    
    8,863
    
    
    
    16,152
    
    
    
    16,913Income taxes
    
    
    3,341
    
    
    
    3,244
    
    
    
    6,469
    
    
    
    6,309Net income
    
    $
    4,924
    
    
    $
    5,619
    
    
    $
    9,683
    
    
    $
    10,604Earnings per share:Basic
    
    $
    0.19
    
    
    $
    0.22
    
    
    $
    0.38
    
    
    $
    0.42Diluted
    
    $
    0.19
    
    
    $
    0.22
    
    
    $
    0.37
    
    
    $
    0.41Shares used in per share calculation:Basic
    
    
    25,610
    
    
    
    25,320
    
    
    
    25,580
    
    
    
    25,219Diluted
    
    
    26,028
    
    
    
    25,672
    
    
    
    25,987
    
    
    
    25,621
 See accompanying notes to condensed consolidated financial statements (unaudited).
 Page 3




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ELECTRO RENT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (000s omitted, except share data)
 November 30,
    
    
    May 31,2006
    
    
    2006ASSETSCash and cash equivalents
    
    $
    55,621
    
    
    $
    58,748Marketable securities
    
    
    23,150
    
    
    
    22,750Accounts receivable, net of allowance for
doubtful accounts of $794 and $681
    
    
    15,032
    
    
    
    14,001Rental and lease equipment, net of accumulated
depreciation of $134,275 and $122,213
    
    
    150,410
    
    
    
    140,108Other property, net of accumulated depreciation and
amortization of $13,337 and $12,773
    
    
    15,309
    
    
    
    15,528Goodwill
    
    
    2,551
    
    
    
    2,083Intangibles, net of amortization of $605 and $294
    
    
    1,870
    
    
    
    2,127Other
    
    
    4,273
    
    
    
    4,337$
    268,216
    
    
    $
    259,682LIABILITIES AND SHAREHOLDERS EQUITYLiabilities:Accounts payable
    
    $
    8,884
    
    
    $
    11,344Accrued expenses
    
    
    7,062
    
    
    
    8,595Deferred revenue
    
    
    3,231
    
    
    
    3,303Deferred tax liability
    
    
    15,369
    
    
    
    14,599Total liabilities
    
    
    34,546
    
    
    
    37,841Shareholders equity:Preferred stock, $1 par  shares authorized 1,000,000; none issuedCommon stock, no par  shares authorized 40,000,000;
issued and outstanding November 30, 2006 - 25,698,263;
May 31, 2006 - 25,546,719
    
    
    28,497
    
    
    
    26,351Retained earnings
    
    
    205,173
    
    
    
    195,490Total shareholders equity
    
    
    233,670
    
    
    
    221,841$
    268,216
    
    
    $
    259,682
 See accompanying notes to condensed consolidated financial statements (unaudited).
 Page 4




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ELECTRO RENT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (000s omitted)
 Six Months EndedNovember 30,2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    9,683
    
    
    $
    10,604Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    21,233
    
    
    
    17,611Provision for losses on accounts receivable
    
    
    193
    
    
    
    48Gain on sale of rental and lease equipment
    
    
    (4,309
    )
    
    
    (4,721
    )Stock compensation expense
    
    
    411
    
    
    
    Tax benefit for stock options exercised
    
    
    
    
    
    
    140Deferred tax liability
    
    
    770
    
    
    
    1,302Changes in operating assets and liabilities:Accounts receivable
    
    
    (1,122
    )
    
    
    (2,829
    )Other assets
    
    
    64
    
    
    
    98Accounts payable
    
    
    (915
    )
    
    
    295Accrued expenses
    
    
    (1,533
    )
    
    
    76Deferred revenue
    
    
    (72
    )
    
    
    227Net cash provided by operating activities
    
    
    24,403
    
    
    
    22,851Cash flows from investing activities:Proceeds from sale of rental and lease
equipment
    
    
    8,691
    
    
    
    9,325Cash paid for acquisition, net of acquired cash
    
    
    (51
    )
    
    
    Payments for purchase of rental and lease equipment
    
    
    (37,195
    )
    
    
    (32,842
    )Purchases of marketable securities
    
    
    (400
    )
    
    
    (9,470
    )Redemptions of marketable securities
    
    
    
    
    
    
    12,500Payments for purchase of other property
    
    
    (310
    )
    
    
    (250
    )Net cash used in investing activities
    
    
    (29,265
    )
    
    
    (20,737
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    1,366
    
    
    
    2,546Tax benefit for stock options exercised
    
    
    369
    
    
    
    Payment for repurchase of common stock
    
    
    
    
    
    
    (82
    )Net cash provided by financing activities
    
    
    1,735
    
    
    
    2,464Net (decrease) increase in cash and cash equivalents
    
    
    (3,127
    )
    
    
    4,578Cash and cash equivalents at beginning of period
    
    
    58,748
    
    
    
    31,997Cash and cash equivalents at end of period
    
    $
    55,621
    
    
    $
    36,575
 See accompanying notes to condensed consolidated financial statements (unaudited).
 Page 5




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##### Table of Contents



ELECTRO RENT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except per share amounts)
    Accounting for Uncertainty in Income Taxes, Accounting for Income Taxes
 Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year
Financial Statements
 Fair Value Measurements
 Page 6




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Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans
  Share-Based Payment
 Accounting for Stock-Based
Compensation,
   Page 7




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##### Table of Contents



Accounting for Stock Issued to Employees
 Three Months
    
    
    Six MonthsEnded
    
    
    EndedNovember 30,
    
    
    November 30,2005
    
    
    2005Net income, as reported
    
    $
    5,619
    
    
    $
    10,604Deduct: Total stock-based employee compensation expense determined
under the fair value based method for all awards, net of related
tax effects
    
    
    (194
    )
    
    
    (381
    )Pro forma net income
    
    $
    5,425
    
    
    $
    10,223Earnings per share:Basic, as reported
    
    $
    0.22
    
    
    $
    0.42Basic, pro forma
    
    $
    0.21
    
    
    $
    0.41Diluted, as reported
    
    $
    0.22
    
    
    $
    0.41Diluted, pro forma
    
    $
    0.21
    
    
    $
    0.40
     Three Months Ended
    
    
    Six Months EndedNovember 30,
    
    
    November 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Risk-free interest rate
    
    
    4.7
    %
    
    
    3.9
    %
    
    
    4.7
    %
    
    
    3.9
    %Expected life (in years)
    
    
    3.5
    
    
    
    4.6
    
    
    
    3.5
    
    
    
    4.6Expected dividend yield
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Expected volatility
    
    
    40.2
    
    
    
    52.5
    
    
    
    40.2
    
    
    
    52.5
 Page 8




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##### Table of Contents



WeightedAverageWeighted
    
    
    RemainingAverage
    
    
    Contractual
    
    
    AggregateExercise
    
    
    Term (in
    
    
    IntrinsicShares
    
    
    Price
    
    
    years)
    
    
    ValueOutstanding at May 31, 2006
    
    
    1,141
    
    
    $
    9.13Granted
    
    
    56
    
    
    
    17.69Exercised
    
    
    (152
    )
    
    
    9.01Forfeited/Cancelled
    
    
    (1
    )
    
    
    9.51Outstanding at November 30, 2006
    
    
    1,044
    
    
    $
    9.60
    
    
    
    2.1
    
    
    $
    5,810Vested and expected to vest at
November 30, 2006
    
    
    1,040
    
    
    $
    9.57
    
    
    
    2.1
    
    
    $
    5,810Exercisable at November 30, 2006
    
    
    820
    
    
    $
    9.03
    
    
    
    1.8
    
    
    $
    4,909
     Page 9




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##### Table of Contents



Balance as ofJune 1, 2006 (net
    
    
    
    
    
    
    
    
    
    
    Balance as ofof amortization)
    
    
    Adjustments
    
    
    Amortization
    
    
    November 30, 2006Goodwill
    
    $
    2,083
    
    
    $
    468
    
    
    $
    
    
    
    $
    2,551Trade Name
    
    
    357
    
    
    
    54
    
    
    
    
    
    
    
    411Non-compete agreements
    
    
    704
    
    
    
    203
    
    
    
    (199
    )
    
    
    708Customer relationships
    
    
    1,066
    
    
    
    (203
    )
    
    
    (112
    )
    
    
    751$
    4,210
    
    
    $
    522
    
    
    $
    (311
    )
    
    $
    4,421
    November 30, 2006GrossEstimated
    
    
    Carrying
    
    
    Accumulated
    
    
    Net CarryingUseful Life
    
    
    Amount
    
    
    Amortization
    
    
    AmountTrade name
    
    
    
    
    
    $
    411
    
    
    $
    
    
    
    $
    411Non-compete agreements
    
    2-5 years
    
    
    1,050
    
    
    
    (342
    )
    
    
    708Customer relationships
    
    3-4 years
    
    
    1,014
    
    
    
    (263
    )
    
    
    751$
    2,475
    
    
    $
    (605
    )
    
    $
    1,870
 May 31, 2006GrossEstimated
    
    
    Carrying
    
    
    Accumulated
    
    
    Net CarryingUseful Life
    
    
    Amount
    
    
    Amortization
    
    
    AmountTrade name
    
    
    
    
    
    $
    357
    
    
    $
    
    
    
    $
    357Non-compete agreements
    
    2-5 years
    
    
    847
    
    
    
    (143
    )
    
    
    704Customer relationships
    
    3-4 years
    
    
    1,217
    
    
    
    (151
    )
    
    
    1,066$
    2,421
    
    
    $
    (294
    )
    
    $
    2,127
 Page 10




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FutureYear ending May 31,
    
    Amortization2007
    
    $
    2992008
    
    
    5022009
    
    
    3352010
    
    
    2572011
    
    
    66$
    1,459
     November 30,
    
    
    May 31,2006
    
    
    2006Gross minimum lease payments receivable
    
    $
    474
    
    
    $
    516Less  unearned interest
    
    
    (28
    )
    
    
    (31
    )Net investment in sales-type lease receivables
    
    $
    446
    
    
    $
    485
     T&M
    
    
    DP
    
    
    Total2006Rentals and leases
    
    $
    19,832
    
    
    $
    5,922
    
    
    $
    25,754Sales of equipment and other revenues
    
    
    4,941
    
    
    
    845
    
    
    
    5,786$
    24,773
    
    
    $
    6,767
    
    
    $
    31,5402005Rentals and leases
    
    $
    17,725
    
    
    $
    4,280
    
    
    $
    22,005Sales of equipment and other revenues
    
    
    5,330
    
    
    
    666
    
    
    
    5,996$
    23,055
    
    
    $
    4,946
    
    
    $
    28,001
 Page 11




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##### Table of Contents



T&M
    
    
    DP
    
    
    Total2006Rentals and leases
    
    $
    38,914
    
    
    $
    12,288
    
    
    $
    51,202Sales of equipment and other revenues
    
    
    8,853
    
    
    
    1,509
    
    
    
    10,362$
    47,767
    
    
    $
    13,797
    
    
    $
    61,5642005Rentals and leases
    
    $
    34,812
    
    
    $
    8,349
    
    
    $
    43,161Sales of equipment and other revenues
    
    
    10,026
    
    
    
    1,364
    
    
    
    11,390$
    44,838
    
    
    $
    9,713
    
    
    $
    54,551
   Three Months Ended
    
    
    Six Months EndedNovember 30,
    
    
    November 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Revenues: (1)U.S.
    
    $
    27,919
    
    
    $
    25,336
    
    
    $
    54,776
    
    
    $
    48,676Other (2)
    
    
    3,621
    
    
    
    2,665
    
    
    
    6,788
    
    
    
    5,875Total
    
    $
    31,540
    
    
    $
    28,001
    
    
    $
    61,564
    
    
    $
    54,551
 November 30,
    
    
    May 31,2006
    
    
    2006Net Long Lived Assets: (3)U.S.
    
    $
    155,218
    
    
    $
    148,435Other (2)
    
    
    14,922
    
    
    
    11,411Total
    
    $
    170,140
    
    
    $
    159,846
 
 (1)
    
    Revenues by country are based on the location of shipping destination, whether the order
originates in the U.S. parent or a foreign subsidiary.(2)
    
    Other consists of other foreign countries that each individually account for less that 10%
of the total revenues or assets.(3)
    
    Net long-lived assets include rental and lease equipment, other property, goodwill and
intangibles, net of accumulated depreciation and amortization. Page 12




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedNovember 30,
    
    
    November 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Denominator:Denominator for basic
earnings per
shareweighted average
common shares outstanding
    
    
    25,610
    
    
    
    25,320
    
    
    
    25,580
    
    
    
    25,219Effect of dilutive
securities-options (1)
    
    
    418
    
    
    
    352
    
    
    
    407
    
    
    
    40226,028
    
    
    
    25,672
    
    
    
    25,987
    
    
    
    25,621Net income
    
    $
    4,924
    
    
    $
    5,619
    
    
    $
    9,683
    
    
    $
    10,604Earnings per share:Basic
    
    $
    0.19
    
    
    $
    0.22
    
    
    $
    0.38
    
    
    $
    0.42Diluted
    
    $
    0.19
    
    
    $
    0.22
    
    
    $
    0.37
    
    
    $
    0.41
 
 (1)
    
    Excludes 56 options outstanding for the three and six months ended November 30, 2006 for which
the exercise price exceeded the average market price of our stock during those periods. There were
no such options for the three and six months ended November 30, 2005.     
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
   Page 13




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
    
    Our acquisition cost;
    
    Our estimates of current and future market demand for rentals;
    
    Our estimates of current and future supply of product;
    
    The book value of the product after depreciation and other impairment;
    
    Our estimates of the effect of interest rates on rental and leasing fees as well as capital financing; and
    
    Our estimates of the potential current and future sale prices.
    Page 14




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##### Table of Contents




    
    Net income per diluted common share (EPS);
    
    Net income as a percentage of average assets; and
    
    Net income as a percentage of average equity.
 STRATEGIC GROWTH PLANS
   
    
    We have recently entered into distribution agreements with three leading manufacturers
for a range of basic T&M equipment.
    
    We have re-focused our DP marketing approach to emphasize short-term, event-oriented
rentals in addition to our traditional markets.
    
    We have been purchasing more environmental test equipment to expand our presence in this
market.
    
    We have been marketing a flexible leasing program that allows customers to build equity
that can be applied against the future purchase of the test equipment.
    
    We have implemented an expanded customer communication program to identify used
equipment re-marketing opportunities.
   
    
    Our wholly owned subsidiary in Tianjin, China, commenced operations in June 2005 after
we received what we believe to be one of the first licenses for a wholly foreign-owned
equipment rental business in China.
    
    In September 2005, we acquired a T&M equipment rental company based
in Belgium, from which we service the European market.
  PROFITABILITY AND KEY BUSINESS TRENDS
  Page 15




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##### Table of Contents



2006
    
    
    2005Net income per diluted common share (EPS)
    
    $
    0.37
    
    
    $
    0.41Net income as a percentage of average assets
    
    
    7.3
    %
    
    
    8.9
    %Net income as a percentage of average equity
    
    
    8.7
    %
    
    
    10.5
    %
     Three Months EndedNov. 30,
    
    
    Aug. 31,
    
    
    May 31,
    
    
    Feb. 28,
    
    
    Nov. 30,2006
    
    
    2006
    
    
    2006
    
    
    2006
    
    
    2005Rentals and leases
    
    $
    25,754
    
    
    $
    25,448
    
    
    $
    25,294
    
    
    $
    22,093
    
    
    $
    22,005Sales of equipment and other revenues
    
    
    5,786
    
    
    
    4,576
    
    
    
    5,684
    
    
    
    7,184
    
    
    
    5,996Operating profit
    
    
    7,355
    
    
    
    6,948
    
    
    
    8,261
    
    
    
    7,683
    
    
    
    8,266
 Critical Accounting Policies and Estimates
  Stock-based compensation
 Share-Based Payment
 Page 16




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Results of Operations
 Comparison of Three Months Ended November 30, 2006 and November 30, 2005
 Revenues
     Operating Expenses
    Interest and Investment Income, Net
  Page 17




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Income Taxes
  Comparison of Six Months Ended November 30, 2006 and November 30, 2005
 Revenues
     Operating Expenses
    Interest and Investment Income, Net
  Page 18




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Income Taxes
  Liquidity and Capital Resources
      SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS
  Page 19




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Item 3. Quantitative and Qualitative Disclosures About Market Risks
       
 Item 4. Controls and Procedures
   Page 20




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Part II. OTHER INFORMATION
 
   
   
   
   
    Number of
    
    
    Number ofName
    
    Shares For
    
    
    Shares WithheldGerald D. Barrone
    
    
    24,263,512
    
    
    
    430,306Nancy Y. Bekavac
    
    
    23,706,814
    
    
    
    987,004Karen J. Curtin
    
    
    24,382,876
    
    
    
    310,942Daniel Greenberg
    
    
    24,492,816
    
    
    
    201,002Joseph J. Kearns
    
    
    24,265,992
    
    
    
    427,826S. Lee Kling
    
    
    24,383,192
    
    
    
    310,626James S. Pignatelli
    
    
    24,369,597
    
    
    
    324,221
   
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##### Table of Contents



Item 6. Exhibits
  Exhibit#
    
    Description3
    
    Articles of Incorporation (Restated) and bylaws are incorporated by reference to Exhibits 1.2
and 6.1, respectively, of Registration Statement (Form S-14), File No. 2-63532. A copy of the
Restated Articles of Incorporation and the Certificate of Amendment of Restated Articles of
Incorporation filed October 24, 1988 are incorporated by reference to Exhibit (3) to the
Annual Report (Form 10-K) for the fiscal year ended May 31, 1989. A copy of the Certificate
of Amendment of Restated Articles of Incorporation filed October 15, 1997 is filed as Exhibit
(3) to the Annual Report (Form 10-K) for the fiscal year ended May 31, 1999. A copy of the
amendment to the bylaws adopted October 6, 1994 is incorporated by reference to the Annual
Report (Form 10-K) for the fiscal year ended May 31, 1995. A copy of the amendment to the
bylaws adopted November 15, 1996 is incorporated by reference to Exhibit (3) of the Annual
Report (Form 10-K) for the fiscal year ended May 31, 1997.10.1
    
    Employment Agreement for Steven Markheim dated October 31, 2005, is incorporated by reference
to Exhibit 10.1 of our Current Report (Form 8-K) dated October 31, 2005.*10.2
    
    Employment Agreement for Gary B. Phillips dated October 31, 2005, is incorporated by
reference to Exhibit 10.1 of our Current Report (Form 8-K) dated October 31, 2005.*10.3
    
    Employment Agreement for Craig R. Jones dated October 31, 2005, is incorporated by reference
to Exhibit 10.1 of our Current Report (Form 8-K) dated October 31, 2005.*10.4
    
    The Executive Employment Agreement between the Company and Daniel Greenberg, Chairman of the
Board of Directors and Chief Executive Officer, originally entered into December 15, 1986 and
amended November 22, 1988 by Amendment No. One To Executive Employment Agreement, as further
amended and restated as of July 15, 1992. A copy of the Executive Employment Agreement
(Amended And Restated as of July 15, 1992), and as further amended as of October 2001) is
incorporated by reference to Exhibit (10)(D)-(1) of Registrants Annual Report (Form 10-K) for
the fiscal year ended May 31, 1993. A copy of Amendment No. 1 to the Amended and Restated
Executive Employment Agreement, dated October 12, 2001 is incorporated by reference to Exhibit
10(D)-(1) of Registrants Annual Report (Form 10-K) for the fiscal year ended May 31, 2003.*31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer32.1
    
    Section 1350 Certification by Principal Executive Officer32.2
    
    Section 1350 Certification by Chief Financial Officer
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##### Table of Contents



/s/ Craig R. JonesCraig R. JonesVice President and Chief Financial Officer
(Principal Financial Officer and duly authorized
to sign  this report on behalf of the company) Page 23