UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 10Q
HUBBELL INCORPORATED
(203) 799-4100
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report.)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [X] No [ ]
The number of shares outstanding of the Class A Common Stock and Class B Common Stock as of August 1, 2003 was 9,666,968 and 49,754,455, respectively.
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INDEX
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TABLE OF CONTENTS
HUBBELL INCORPORATEDPART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Income(unaudited)(in millions, except per share amounts)
See notes to consolidated financial statements.
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HUBBELL INCORPORATEDConsolidated Balance Sheets(in millions)
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HUBBELL INCORPORATEDConsolidated Statements of Cash Flows(unaudited)(in millions)
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HUBBELL INCORPORATEDNotes to Consolidated Financial StatementsJune 30, 2003(unaudited)
1. Basis of Presentation
2. Stock- Based Compensation
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3. Inventories are classified as follows (in millions):
4. Business Combinations
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Dispositions
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5. Earnings Per Share
A portion of the total options to purchase shares of common stock outstanding were not included in the computation of diluted earnings per share because the effect would be anti-dilutive. The number of anti-dilutive options outstanding were 3.6 million for the second quarter and six months ended June 30, 2003. The number of anti-dilutive options outstanding were 2.2 million for the second quarter and six months ended June 30, 2002.
6. Goodwill and Other Intangible Assets
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7. Shareholders’ Equity
8. Special Charges
Special Charges — Lighting Business Integration Program
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Prior Year Special Charges — 2001 Streamlining Program
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9. Comprehensive Income:
Total comprehensive income and its components are as follows (in millions):
10. Segment Information
The following table sets forth financial information by business segment (in millions):
11. Product Warranty
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The financial results for the second quarter and the first six months of 2003 were negatively impacted by soft market conditions in the industrial, commercial and utility markets affecting each of the Company’s three business segments. Incoming orders were further impacted in the beginning of the second quarter of 2003 by the continued uncertainty associated with the conflict in Iraq. Net sales and operating profit in the 2003 second quarter increased year over year primarily as a result of acquisitions: LCA, the domestic lighting fixture business of U.S. Industries, completed in April 2002, and a utility pole-line hardware business purchased from Cooper Power Systems, Inc. in November 2002. Certain of the Company’s core businesses also contributed to incremental sales and operating profit in the second quarter and six months ended June 30, 2003 as discussed in “Segment Results” included herein.
Recent order input activity suggests no recovery in economic conditions which impact the Company’s markets. Although rates of commercial, industrial, and utility market declines are lower than in 2002, the Company’s served markets are still down substantially year over year. Nevertheless, the Company continues to adapt to changes in its markets. Although the prospects for market recovery in the second half of 2003 remain uncertain, the Company continues to aggressively pursue productivity and working capital efficiency improvements. The Company is well positioned for future growth and improved profitability when business conditions begin to rebound. Management remains confident about the fundamental strengths of Hubbell’s business and its prospects for the future.
Management continues to focus its attention on the following activities in order to strengthen the Company’s position in the marketplace:
• Adjust employment levels in response to changes in the economic environment. The Company has substantially reduced employment levels in the first six months of 2003. In response to the continuing slow pace of the markets it serves, the Company reduced its workforce by approximately 5% in the second quarter of 2003 after a 2% reduction in workforce in the first quarter of 2003.
• Execute lean sigma productivity programs. The Company has expanded its lean sigma program in 2003. Kaizen events in manufacturing facilities are occurring throughout each segment at an increased rate. The lean sigma program has also expanded to business process and product design improvements as the Company works to eliminate non-value added processes. More than one-third of the Company’s employees are actively involved in these activities.
• Execute the lighting business integration program. The lighting business integration program continues to be implemented. Product rationalizations and consolidations of warehouse space have been substantially completed, including a decision made in the 2003 second quarter to discontinue the entertainment lighting product line. Actions remaining include additional facility consolidations and office function rationalization.
• Pursue acquisitions in the Company’s core markets. The Company continues to seek out prospective businesses that would enhance its core electrical component businesses – wiring systems, lighting fixtures and controls, rough-in electrical products, and utility products.
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Selected Financial DataIn millions, except per share data
Net Sales
Net sales for the 2003 second quarter of $449.3 million increased 9% over the second quarter 2002. Net sales for the six months ended June 30, 2003 increased 21% over the six month period ended June 30, 2002. The revenue increases in the second quarter and six months ended June 30, 2003 are primarily attributable to the 2002 acquisition of LCA. However, all segments contributed to the increase in sales in the second quarter of 2003 compared to the second quarter of 2002. On a year-to-date basis, the acquisition of Hawke and sales increases at the Company’s wiring device, electrical products and specialty communications businesses also contributed to the year over year increase.
On a comparative basis, that is had the Company owned LCA for the entire year in 2002, net sales decreased approximately 1% in the second quarter and 2% for the first six months of 2003 versus the comparable periods of 2002 . Management believes this is the most relevant comparative basis due to the integration of the lighting businesses. The comparable sales decreases are the result of continued weakness in the markets the Company serves, particularly the commercial construction, utility, and telecommunications markets. Increased sales to the retail and residential construction market, which represent approximately 14% of total net sales, partially offset the decline. Retail and residential construction sales increased approximately 25% for the second quarter and 20% for the six months ended June 30, 2003 compared with the same periods of 2002.
Gross Profit
Gross profit margin in the second quarter 2003 was 25.8% compared to 25.6% in the second quarter 2002. For the six months ended June 30, 2003, gross profit margin improved to 26.0% compared to 25.5% for the six months ended June 30, 2002. Included in Cost of goods sold for the second quarter and first six months of 2003 is a $1.8 million expense to write-down inventory associated with the discontinuance of the entertainment lighting product line in connection with the lighting business integration program (see “Special Charges”). The improvement in gross profit margin both in the quarter and year-to-date compared with 2002 is primarily attributable to improved margins in the Company’s Industrial Technology segment (See “Segment Results”). Higher sales and margins of residential lighting products also contributed to the higher margins, partially offset by higher unabsorbed fixed manufacturing costs in the Electrical and Power segments.
Selling & Administrative (S&A) Expenses
S&A expenses for the second quarter of 2003 were 16.7% of net sales, a decrease from 17.8% of net sales in the first quarter of 2003, as a result of enacting cost containment programs at the end of the first quarter of 2003. For the first six months of 2003, S&A expenses were 17.3% of net sales compared to 16.8% of net sales in the first six months of 2002. The increase in year to date S&A as a percentage of sales is primarily due to higher employee benefits and insurance costs.
Gain on Sale of Business
In April 2000, the Company completed the sale of its WavePacer assets for a purchase price of $61.0 million. The Company recognized a pretax gain on this sale of $36.2 million in 2000. At the time of sale, the Company retained a contractual obligation to supply product to the buyer at prices below manufacturing cost, resulting in an adverse commitment.
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Management revised the remaining adverse commitment accrual at March 31, 2002 to reflect lower order quantities and projected costs, which resulted in an additional pretax gain of $1.4 million.
In September 2002, the Company entered into an agreement modifying the original manufacturing contract. In accordance with the modification agreement, final quantities were shipped and the Company was released from all service and warranty obligations.
Special Charges
Operating results in the second quarter and first six months of 2003 reflect special charges of $4.8 million and $5.9 million, respectively. Included in these amounts is $2.8 million of expense recorded in the second quarter consisting of contract cancellation costs of $1.5 million and asset impairments and other costs of $1.3 million resulting from the Company’s decision to discontinue its entertainment lighting product offering. In addition to the Special charge component, $1.8 million is included in Cost of goods sold for the write-down of entertainment lighting inventory to salvage value. Consequently, the total cost associated with the entertainment lighting product line discontinuance is $4.6 million. In addition, the Company expensed $2.0 million and $3.1 million in the second quarter and first six months of 2003, respectively, as Special charges related to the ongoing lighting business integration program. These expenses primarily related to facility closures and personnel realignment, and consist of costs which are expensed as they are incurred in 2003 in accordance with accounting principles generally accepted in the United States of America.
The lighting business integration program began with a pretax charge to earnings of $10.3 million in December 2002 to provide for product line inventory rationalization and reorganization costs. In addition to the amounts expensed in 2002, $2.0 million was accrued in the 2002 purchase accounting for the acquisition of LCA for the cost of qualifying actions, bringing total 2002 program costs to $12.3 million, of which $3.8 million remained as an accrued cost at December 31, 2002.
During the 2003 second quarter, $1.3 million of severance costs were charged against the reserve. Total spending through June 30, 2003 was $2.6 million. Additional information related to the lighting business integration program is contained in Note 8 of Notes to Consolidated Financial Statements.
Substantially all actions contemplated by the charges recognized to date are scheduled for completion by September 30, 2003. However, the Company also expects to expense approximately $5 – $7 million of additional costs in 2003 and approximately $5 – $8 million in 2004 in connection with the lighting restructuring plan as additional actions are announced or expenses are incurred. These additional actions are expected to relate to both further relocation of manufacturing facilities and additional expenses associated with the actions already being undertaken.
Other Income/Expense
In the 2003 second quarter and first six months, investment income declined versus the second quarter and first six months of 2002 due to lower average interest rates. Interest expense increased to $5.1 million in the second quarter and $10.3 million for the first six months of 2003 compared to $4.3 million and $6.5 million in the second quarter and first six months of 2002 as a result of higher average debt outstanding, which was incurred to fund the LCA acquisition.
Income Taxes
The Company’s effective tax rate was 26% for the second quarter 2003 compared to 8.1% in the second quarter 2002. The 2002 second quarter rate reflected the impact of a $5.0 million tax benefit recorded in connection with the settlement of a fully reserved tax issue with the IRS. Excluding this benefit, the effective tax rate was 23% in the first six months of 2002 compared to 26% in the first six months of 2003. This increase reflects a higher mix of U.S. earnings in 2003 as a result of acquiring additional U.S.-based businesses, partially offset by lighting business integration charges.
Income and Earnings per share (Before Cumulative Effect of Accounting Change)
Income and diluted earnings per share before the cumulative effect of an accounting change declined in the second quarter and first six months of 2003 versus the comparable periods in 2002. Income and diluted earnings per share were negatively impacted in the 2003 second quarter by the lighting business integration costs of $6.6 million, higher interest expense of $0.8 million, and a higher effective tax rate in 2003. Income and diluted earnings per share in the 2002 second quarter were positively impacted by a tax benefit of $5.0 million (see “Income Taxes”) which reduced the effective tax rate for the quarter to 8.1%. On a year to date basis, income before the cumulative effect of an accounting change as a percentage of net sales in the first six months of 2003 was 5.3% compared to 7.0% in the first six months of 2002. This decline primarily reflects the lighting business integration costs, higher S&A expenses, a higher effective income tax rate and higher interest expense in 2003, and the absence in 2003 of the $1.4 million gain on sale of business.
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Cumulative Effect of Accounting Change
In accordance with SFAS 142, “Goodwill and Other Intangible Assets”, the Company performed initial impairment tests of the recorded value of goodwill during 2002. As a result of this process, the Company identified one reporting unit within the Industrial Technology segment with a book value, including goodwill, which exceeded its fair market value. The Company recorded a non-cash charge of $25.4 million, net of tax, or $0.43 per share-diluted to write-down the full value of the reporting unit’s goodwill. This charge is reported as the cumulative effect of an accounting change.
Segment Results
Second quarter 2003 net sales increased 10% compared to the 2002 second quarter while net sales increased 30% for the first six months of 2003 compared to the first six months of 2002. The increases in sales primarily relate to the acquired businesses, although sales in the electrical products and wiring device businesses were higher on a combined basis by approximately 4% in the 2003 second quarter and 3% through the first six months, respectively, compared with the same periods of 2002. On a comparable basis, calculated by adding pre-acquisition sales for LCA to 2002 reported sales, second quarter and year to date segment sales decreased 3% and 4%, respectively, versus 2002. Management believes this is a more relevant measure due to the integration of its lighting fixture businesses. The decreases on a comparable basis are the result of lower sales of commercial and industrial lighting fixture products where market activity continues to decline. Growth in residential lighting fixture sales has partially offset these decreases due to increased demand in residential construction and do-it-yourself markets.
Segment operating margins in the second quarter and first six months of 2003 declined 2.0 percentage points and 1.4 percentage points, respectively, versus the comparable periods in 2002. The following items affected the comparability of operating margins.
Excluding the impact of lighting integration costs and special charges, second quarter operating margins in 2003 were flat compared with the 2002 second quarter. For the first six months of 2003, excluding the impact of lighting integration costs, special charges and the gain on sale of business, comparable operating margins were lower than the first six months of 2002 primarily as a result of higher unabsorbed fixed manufacturing costs, partially offset by improved sales and profitability of residential lighting fixture products.
Net sales in the Power segment increased 1% in the second quarter 2003 versus the second quarter of 2002 while net sales for the
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first six months of 2003 decreased slightly year over year. The Power segment continues to be negatively affected by turmoil and uncertainty throughout the utility industry. Many utility customers are contending with liquidity constraints and have significantly reduced capital spending and maintenance spending. In addition, the segment’s connector business experienced lower sales in the first half of 2003 compared with the 2002 six month period due to lower storm activity. Partially offsetting these negative impacts are incremental sales from the utility pole-line hardware business purchased in the fourth quarter of 2002. Operating margins declined in the second quarter and first six months of 2003 versus the comparable periods in 2002 primarily as a result of competitive pricing and higher unabsorbed fixed manufacturing overhead. Full year 2003 operating margins were also negatively impacted by start up costs incurred in connection with the acquisition of the pole-line hardware business. These integration activities were substantially completed by March 31, 2003.
Net sales in the Industrial Technology segment for the second quarter and first six months of 2003 increased 12% and 6%, respectively, versus the comparable periods of 2002. Second quarter and year to date sales improved 10% in 2003 at GAI-Tronics, which benefited from increased sales of security oriented specialty communications equipment. Operating margins substantially improved in the second quarter and first six months of 2003 compared to the second quarter and first six months of 2002 primarily due to profitability improvements at GAI-Tronics, which improved operating margins more than 3 points in the quarter and year-to-date on strong project oriented sales, and the high voltage test system businesses. These businesses also benefited from cost savings realized from workforce reductions and facility closings completed in 2002 under the Company’s streamlining and cost reduction program. Operating losses in the 2002 periods were a result of high voltage sales slipping below break-even and inventory write-downs of $2.3 million associated with excess stocks due to declining demand forecasts and unrecoverable valuations.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL
Investments in the Business
In the first six months of 2003, the Company spent approximately $12 million on additions to property, plant and equipment, an increase of approximately 15% from the comparable period in 2002 due primarily to the addition of acquired businesses.
In 2003, the Company continues to invest in process improvement through lean initiatives. The Company currently has all of its major locations and more than one third of its workforce participating in kaizen business process improvement events.
Cash Flow
Cash flows provided from operating activities for the six months ended June 30, 2003 increased $19.5 million from the comparable period in 2002. The increase reflects lower tax payments primarily due to the absence of the tax settlement with the IRS in 2002, which resulted in a $16 million payment in the second quarter of 2002, as well as higher employee benefit accruals and a reduction in cash expenditures in support of restructuring activities in 2003. Partially offsetting these increases was a higher use of cash to fund accounts receivable due to a seasonal increase in sales and two large customer payments due in June 2003 that were not
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received until the first week of July.
Cash flow from investing activities aggregated to a use of cash of $3.7 million in the first six months of 2003 compared to a $288.7 million use of cash in the first six months of 2002. In the first six months of 2002, investing cash flows reflect outflows of $268.5 million related to the LCA and Hawke acquisitions and a net investment of $9.7 million in available-for-sale and held-to-maturity securities. Net cash used for financing activities decreased in the first six months of 2003 when compared to the same period in 2002. Financing cash flows in 2002 reflect $248 million of commercial paper borrowings to fund the LCA and Hawke acquisitions and higher cash proceeds from the exercise of stock options.
Working Capital
Working capital increased $36.9 million from December 2002 to June 2003 due to increased cash and higher accounts receivable, partially offset by higher accounts payable and higher accrued salaries and income tax accruals. Working capital initiatives continue to be emphasized at all Company locations. At the end of June 2003, days of inventory-on-hand improved by 13 days to 87 days compared to the end of 2002. The Company expects a full year 2003 reduction of net inventories of $40 -$50 million. Days sales outstanding improved by 1 day in the second quarter of 2003 compared to the prior year despite the two late customer payments noted above under “Cash Flow”.
Debt to Capital
Net Debt (Debt net of cash and investments) decreased $49.5 million from year-end 2002. Net debt to total capital improved by 5 points from December 31, 2002 to June 30, 2003.
At June 30, 2003 and December 31, 2002, the Company’s debt consisted solely of long-term notes of $298.7 million. These notes are fixed rate indebtedness, with amounts of $100 million and $200 million due in 2005 and 2012, respectively. These long-term notes are not callable and are only subject to accelerated payment prior to maturity if the Company fails to meet certain non-financial covenants, all of which were met at June 30, 2003. The most restrictive of these covenants limit the Company’s ability to enter into mortgages and sale-leasebacks of property having a net book value in excess of $5 million without the approval of the Note holders. Borrowings were also available from committed bank credit facilities up to $200 million, although these facilities were not used during the first six months of 2003. Borrowings under credit agreements generally are available with an interest rate equal to the prime rate or at a spread over the London Interbank Offered Rate (LIBOR). Annual commitment fee requirements to support availability of the credit facility total approximately $0.2 million. The Company’s credit facility includes covenants that the Company’s shareholders’ equity will be greater than $524.6 million and total debt will not exceed $750 million. The Company was in compliance with all debt covenants as of June 30, 2003.
Although not the principal source of liquidity for the Company, management believes its credit facilities are capable of providing significant financing flexibility at reasonable rates of interest. However, a significant deterioration in the results of operations or cash flows, leading to deterioration in financial condition, could either increase the Company’s borrowing costs or restrict the Company’s ability to borrow. The Company has not entered into any other guarantees, commitments or obligations that could give rise to unexpected cash requirements.
Liquidity
Management measures liquidity on the basis of the Company’s ability to meet short-term and long-term operational funding needs, fund additional investments, including acquisitions, and make dividend payments to shareholders. Significant factors affecting the
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management of liquidity are cash flows from operating activities, capital expenditures, access to bank lines of credit and the Company’s ability to attract long-term capital with satisfactory terms.
Strong internal cash generation together with currently available cash and investments, available borrowing facilities and an ability to access credit lines if needed, are expected to be more than sufficient to fund operations, the current rate of dividends, capital expenditures, and any increase in working capital that would be required to accommodate a higher level of business activity. The Company actively seeks to expand by acquisition as well as through the growth of its present businesses. While a significant acquisition may require additional borrowings, the Company believes it would be able to obtain financing based on its favorable historical earnings performance and strong financial position.
The funded status of the Company’s pension plans is dependent upon many factors, including returns on invested assets and the level of market interest rates. The Company expects that it will make a cash contribution to its defined benefit pension plans of between $15 – $30 million in the fourth quarter of 2003. This amount is based upon an expected annual return on assets and the Company’s election to increase its funding levels.
Debt Ratings
Debt ratings of the Company’s debt securities at June 30, 2003, which remained consistent with ratings as of December 31, 2002, appear below:
Critical Accounting Policies
A summary of the Company’s significant accounting policies is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual Report on Form 10-K for the year ended December 31, 2002. Management believes that the application of these policies on a consistent basis enables the Company to provide the users of the financial statements with useful and reliable information about the Company’s operating results and financial condition.
The Company is required to make estimates and judgments in the preparation of its financial statements that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures. The Company continually reviews these estimates and their underlying assumptions to ensure they are appropriate for the circumstances. Changes in total estimates and assumptions used by management could have a significant impact on the Company’s financial results.
Recently Issued Accounting Standards
In January 2003, FIN No. 46, “Consolidation of Variable Interest Entities” was issued. The interpretation provides guidance on consolidating variable interest entities and applies immediately to variable interests created after January 31, 2003. The guidelines of the interpretation will become applicable for the Company in its third quarter 2003 financial statements for variable interest entities created before February 1, 2003. The interpretation requires variable interest entities to be consolidated if the equity investment at risk is not sufficient to permit an entity to finance its activities without support from other parties or the equity investors lack certain specific characteristics. The Company has reviewed FIN No. 46 and determined there is no impact or disclosure requirement under the provisions of the interpretation, as the Company does not currently invest in any variable interest entities.
In April 2003, the FASB released SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 clarifies the accounting for derivatives, amending the previously issued SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 149 clarifies under what circumstances a contract with an initial net investment meets the characteristics of a derivative, amends the definition of an underlying contract, and clarifies when a derivative contains a financing component in order to increase the comparability of accounting practices under SFAS No. 133. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003. The adoption of SFAS No. 149 is not expected to have a material impact on the Company’s consolidated financial statements.
In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 applies specifically to a number of financial instruments that companies have historically presented within their financial statements either as equity or between the liabilities section and the equity
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section, rather than as liabilities. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company had no financial instruments which met the criteria under SFAS No. 150 and, therefore, there was no impact on its financial statements.
Forward-Looking Statements
Certain statements made in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are forward-looking and are based on the Company’s reasonable current expectations. Forward-looking statements may be identified by the use of words, such as “believe”, “expect”, “anticipate”, “intend”, “should”, “plan”, “estimated”, “could”, “may”, “subject to”, “purport”, “might”, “if”, “contemplate”, “potential”, “pending,” “target”, “goals”, and “scheduled”, among others. Such forward-looking statements involve numerous assumptions, known and unknown risks, uncertainties and other such factors, within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, that could cause actual and future performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements include, but are not limited to:
• Expected levels of operating cash flow and uses of cash.
• General economic and business conditions in particular industries or markets.
• Expected benefits of process improvements and other lean initiatives.
• Future acquisitions.
• Anticipated operating margin improvements.
• Future levels of indebtedness and capital spending.
• Unexpected costs or charges, certain of which might be outside the control of the Company.
• Competition.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES
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There has been no change in the Company’s internal controls over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.
PART II — OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders held on May 5, 2003:
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
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REPORTS ON FORM 8-K
On April 22, 2003, the Company filed a Form 8-K to include its Press Release dated April 22, 2003 pertaining to the financial results of the Company for the quarter ended March 31, 2003 as required under Item 12, Disclosure of Results of Operations and Financial Condition.
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.
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