UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: April 6, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-19848
FOSSIL, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2018505
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2280 N. Greenville, Richardson, Texas 75082
(Address of principal executive offices)
(Zip Code)
(972) 234-2525
(Registrant's telephone number, including area code)
Indicate by check mark whether registrant (1) has filed all reports 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.
Yes X No
----- -------
The number of shares of Registrant's common stock, outstanding as of
May 17, 2002: 30,610,578
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FOSSIL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
April 6, January 5,
2002 2002
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 66,193 $ 67,491
Short-term marketable investments 5,428 5,360
Accounts receivable - net 72,190 74,035
Inventories 95,036 103,662
Deferred income tax benefits 10,194 8,718
Prepaid expenses and other current assets 13,805 10,251
--------- ---------
Total current assets 262,846 269,517
Investments in joint ventures 1,170 1,099
Property, plant and equipment - net 92,782 90,036
Intangible and other assets - net 7,552 7,814
Goodwill - net 12,397 12,397
--------- ---------
$ 376,747 $ 380,863
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 51 $ 15,955
Accounts payable 21,492 21,266
Accrued expenses:
Co-op advertising 12,266 14,838
Compensation 6,641 8,594
Other 22,894 27,679
Income taxes payable 21,199 17,905
--------- ---------
Total current liabilities 84,543 106,237
Deferred income tax liability 10,695 7,318
Other long-term liabilities 404 -
Minority interest in subsidiaries 3,146 3,285
Stockholders' equity:
Common stock, 30,471,583 and 30,284,369 shares issued and
30,470,211 and 30,284,369 shares outstanding, respectively 305 303
Treasury stock, 1,372 shares, at cost (36) -
Additional paid-in capital 20,014 15,241
Retained earnings 263,926 252,112
Accumulated other comprehensive loss (4,146) (3,633)
Deferred compensation (2,104) -
--------- ---------
Total stockholders' equity 277,959 264,023
--------- ---------
$ 376,747 $ 380,863
========= =========
See notes to condensed consolidated financial statements.
1
FOSSIL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
UNAUDITED
(In thousands, except per share amounts)
For the 13 For the 14
Weeks Ended Weeks Ended
April 6, April 7,
2002 2001
---- ----
Net sales $ 143,680 $ 121,105
Cost of sales 72,188 61,370
--------- ---------
Gross profit 71,492 59,735
Operating expenses:
Selling and distribution 39,756 32,582
General and administrative 12,472 10,812
--------- ---------
Total operating expenses 52,228 43,394
--------- ---------
Operating income 19,264 16,341
Interest expense 85 24
Other income - net 189 345
--------- ---------
Income before income taxes 19,368 16,662
Provision for income taxes 7,553 6,661
--------- ---------
Net income $ 11,815 $ 10,001
Other comprehensive income (loss), net of taxes:
Currency translation adjustment (576) (1,520)
Unrealized (loss) gain on short-term marketable investments (11) 81
Forward contracts as hedge of intercompany
foreign currency payments:
Cumulative effect of implementing SFAS No. 133 - (400)
Increase in fair values 74 681
--------- ---------
Total comprehensive income $ 11,302 $ 8,843
========= =========
Earnings per share:
Basic $ 0.39 $ 0.33
========= =========
Diluted $ 0.37 $ 0.32
========= =========
Weighted average common shares outstanding:
Basic 30,340 30,134
========= =========
Diluted 31,768 31,145
========= =========
See notes to condensed consolidated financial statements.
2
FOSSIL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(In thousands)
For the 13 For the 14
Weeks Ended Weeks Ended
April 6, 2002 April 7, 2001
------------- -------------
Operating activities:
Net income $ 11,815 $ 10,001
Noncash items affecting net income:
Minority interest in subsidiaries 302 548
Equity in net income of joint ventures (71) (95)
Depreciation and amortization 2,792 2,025
Tax benefit derived from exercise of stock options 914 151
Loss on disposal of assets 321 -
Increase in allowance for doubtful accounts 446 313
Decrease in allowance for returns -
net of related inventory in transit (708) (779)
Deferred income taxes 1,902 320
Changes in operating assets and liabilities:
Accounts receivable 2,844 5,594
Inventories 7,887 (8,691)
Prepaid expenses and other current assets (3,553) 395
Accounts payable 260 (1,352)
Accrued expenses (9,410) (6,541)
Income taxes payable 3,293 5,044
--------- ---------
Net cash from operating activities 19,034 6,933
Investing activities:
Additions to property, plant and equipment (5,322) (3,054)
(Purchase) sale of short-term marketable investments (68) 6,049
Investments in joint ventures - (165)
Decrease (increase) in intangible and other assets 215 (313)
--------- ---------
Net cash (used in) from investing activities (5,175) 2,517
Financing activities:
Common stock issued upon exercise of stock options 1,780 314
Acquisition and retirement of common stock (23) (3,539)
Net acquisition of treasury stock (36) -
Distribution of minority interest earnings (441) (677)
Net decrease in notes payable (15,890) (373)
--------- ---------
Net cash used in financing activities (14,610) (4,275)
Effect of exchange rate changes on cash and cash equivalents (547) 7
--------- ---------
Net (decrease) increase in cash and cash equivalents (1,298) 5,182
Cash and cash equivalents:
Beginning of period 67,491 79,501
--------- ---------
End of period $ 66,193 $ 84,683
========= =========
See notes to condensed consolidated financial statements.
3
FOSSIL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
1. FINANCIAL STATEMENT POLICIES
Basis of Presentation. The condensed consolidated financial statements include
the accounts of Fossil, Inc., a Delaware corporation, and its wholly and
majority-owned subsidiaries (the "Company"). The condensed consolidated
financial statements reflect all adjustments that are, in the opinion of
management, necessary to present a fair statement of the Company's financial
position as of April 6, 2002, and the results of operations for the
thirteen-week period ended April 6, 2002, and fourteen-week period ended April
7, 2001. All adjustments are of a normal, recurring nature. Reclassification of
certain amounts for the fourteen-week period ended April 7, 2001, have been made
to conform to the presentation for the thirteen-week period ended April 6, 2002.
These interim financial statements should be read in conjunction with the
audited financial statements and the notes thereto included in Form 10-K filed
by the Company pursuant to the Securities Exchange Act of 1934 for the year
ended January 5, 2002. Operating results for the thirteen-week period ended
April 6, 2002, are not necessarily indicative of the results to be achieved for
the full year.
The condensed consolidated financial statements have been prepared in accordance
with generally accepted accounting principles which require the Company to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the consolidated financial statements and revenues
and expenses during the periods reported. Actual results could differ from those
estimates. The Company has not made any changes in its critical accounting
policies from those disclosed in its most recent annual report.
Business. The Company designs, develops, markets and distributes fashion watches
and other accessories, principally under the "FOSSIL" and "RELIC" brands names.
The Company's products are sold primarily through department stores and other
major retailers, both domestically and in over 90 countries worldwide.
2. INVENTORIES
Inventories consist of the following:
April 6, January 5,
(In thousands) 2002 2002
---- ----
Components and parts $ 5,596 $ 4,659
Work-in-process 3,635 3,855
Finished merchandise on hand 61,747 70,547
Merchandise at Company stores 11,646 11,365
Merchandise in-transit from estimated
customer returns 12,412 13,236
------- --------
$95,036 $103,662
======= ========
3. FOREIGN CURRENCY HEDGING INSTRUMENTS
The Company periodically enters into forward contracts principally to hedge the
future payment of intercompany inventory transactions with its non-U.S.
subsidiaries. At April 6, 2002, the Company had hedge contracts to sell 31.3
million Euro for approximately $27.4 million, expiring through December 2002. If
the Company were to settle its Euro based contracts at the reporting date the
net result would be a net gain of approximately $95,000, net of taxes, for the
thirteen-week period ended April 6, 2002. This
4
unrealized gain is recognized in other comprehensive income under SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities."
In implementing SFAS No. 133, as of December 31, 2000, the Company recognized a
net unrealized loss of approximately $400,000 in other comprehensive income. The
net increase in fair value for the thirteen-week period ended April 6, 2002, and
the fourteen-week period ended April 7, 2001, of approximately $74,000 and
$681,000, respectively, are included in other comprehensive income (loss).
4. SEGMENT AND GEOGRAPHIC INFORMATION
(In thousands)
For the 13 Weeks For the 14 Weeks
Ended April 6, 2002 Ended April 7, 2001
------------------- -------------------
Operating Operating
Net Sales Income Net Sales Income
--------- --------- --------- ---------
U.S.- exclusive of Stores:
External customers $ 78,860 $ 17,359 $ 68,326 $ 12,941
Intergeographic 23,190 - 20,355 -
Far East and Export:
External customers 12,042 5,277 12,781 6,795
Intergeographic 39,540 - 44,465 -
Stores 14,090 (4,636) 11,119 (3,474)
Europe 38,688 1,264 27,336 150
Japan - - 1,543 (71)
Intergeographic items (62,730) - (64,820) -
-------- -------- --------- --------
Consolidated $143,680 $ 19,264 $ 121,105 $ 16,341
======== ======== ========= ========
5. EQUITY AND EARNINGS PER SHARE
Under the Company's stock-based compensation plan, a limited number of shares of
restricted common stock may be granted at no cost to certain key officers and
employees. These shares carry voting and dividend rights; however, sale or
transfer of the shares is restricted. These restricted stock awards vest over a
specific period of time. During March 2002, the Chairman of the Board of
Directors donated 77,500 shares of common stock to the Company. These shares
were subsequently reissued as restricted stock, which generally vest over a
period of five to nine years and have a zero exercise price. Approximately $2.1
million was recorded as deferred compensation and an increase to additional
paid-in capital based upon the fair value of the shares at the date of grant.
The deferred compensation expense will be amortized into earnings over the
vesting period.
5
The following table reconciles the numerators and denominators used in the
computations of both basic and diluted EPS:
For the 13 For the 14
(In thousands, except per share data) Weeks Ended Weeks Ended
April 6, April 7,
2002 2001
---- ----
Numerator:
Net income $ 11,815 $ 10,001
-------- --------
Denominator:
Basic EPS computation:
Weighted average common
shares outstanding 30,340 30,134
-------- --------
Basic EPS $ 0.39 $ 0.33
======== ========
Diluted EPS computation:
Basic weighted average common
shares outstanding 30,340 30,134
Stock option conversion 1,428 1,011
-------- --------
31,768 31,145
-------- --------
Diluted EPS $ 0.37 $ 0.32
======== ========
6. RECENT ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." These standards were adopted by the Company on July 1, 2001. Under SFAS
No. 142, all goodwill and intangible assets with indefinite lives will not be
amortized but will be tested for impairment annually and also in the event of an
impairment indication. As required by SFAS No. 142, the results for periods
prior to its adoption have not been restated. The pro forma effect, if SFAS No.
142 had been adopted effective December 31, 2000, would not have changed
previously reported basic or diluted earnings per share for the fourteen-week
period ended April 7, 2001.
The FASB also issued SFAS No. 144, "Accounting for the Impairment or the
Disposal of Long-Lived Assets," which was effective January 6, 2002 for the
Company. SFAS No. 144 supersedes SFAS No.121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of." The Company has
evaluated the impact of the provisions of SFAS No. 144, and the results of such
evaluation did not result in any material adjustments to the carrying value of
its long-lived assets as of the balance sheet date.
7. SUBSEQUENT EVENT
On May 14, 2002, the Board of Directors of the Company declared a 3-for-2 stock
split ("Stock Split") of the Company's $0.01 par value common stock ("Common
Stock"), which will be in the form of a 50% stock dividend payable on June 7,
2002 to stockholders of record on May 24, 2002. Retroactive effect will be given
to the Stock Split in stockholders' equity accounts and in all share and per
share data in subsequent consolidated financial statements and notes thereto.
6
FOSSIL, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is a discussion of the financial condition and results of
operations of Fossil, Inc. and its wholly and majority-owned subsidiaries (the
"Company") for the thirteen-week period ended April 6, 2002 (the "First
Quarter"), as compared to the fourteen-week period ended April 7, 2001 (the
"Prior Year Quarter"). This discussion should be read in conjunction with the
Condensed Consolidated Financial Statements and the related Notes attached
hereto.
General
Fossil is a design, development, marketing and distribution company that
specializes in consumer products predicated on fashion and value. The FOSSIL
brand name was developed by the Company to convey a distinctive fashion, quality
and value message and a brand image reminiscent of "America in the 1950s" that
suggests a time of fun, fashion and humor. Since its inception in 1984, the
Company has grown from its original flagship FOSSIL watch product into a company
offering a diversified range of accessories and apparel. The Company's principle
offerings include an extensive line of watches sold under the FOSSIL and RELIC
brands as well as complementary lines of small leather goods, belts, handbags,
sunglasses, jewelry and FOSSIL brand apparel. In addition to developing its own
brands, the Company leverages its development and production expertise by
designing and manufacturing private label and licensed products for some of the
most prestigious companies in the world, including national retailers,
entertainment companies and fashion designers. During 2001, the Company acquired
certain businesses located in Switzerland that provide the necessary
infrastructure to design, source and produce fine quality Swiss-made timepieces.
The Company anticipates launching its initial Swiss watch offering in late 2002.
The Company's products are sold primarily to department stores and specialty
retail stores in over 90 countries worldwide through Company-owned foreign sales
subsidiaries and through a network of independent distributors. The Company's
foreign operations, including distributors, include a presence in Asia,
Australia, Canada, the Caribbean, Europe, Central and South America and the
Middle East. In addition, the Company's products are offered at Company-owned
retail stores primarily located throughout the United States and in
independently-owned, authorized FOSSIL retail stores and kiosks located in
several major airports, on cruise ships and in certain international markets.
The Company's successful expansion of its product lines worldwide and leveraging
of its infrastructure have contributed to its increasing net sales and operating
profits during the last five fiscal years.
First Quarter Highlights
o The Company achieved record First Quarter net sales of $144
million with increases in virtually all business and product
categories.
o Domestic watch sales increased 8.5% to $42 million primarily as a
result of a 25% increase in FOSSIL watches.
o The Company further expanded its RELIC accessories business with
continued roll-out of leather and sunglass products.
o Sales generated from the Company's European-based operations grew
41% including $7 million in sales from recent acquisitions.
o The Company operated 91 retail locations (44 outlet and 47
accessory) at the end of the First Quarter, compared to 77 stores
(39 outlet and 38 accessory) at the end of the Prior Year
Quarter. This retail store expansion and 3% same store sales
growth generated sales increases of 27% for the First Quarter.
o The Company revised its sales and earnings guidance for fiscal
2002, estimating sales increases slightly above 15% and earnings
per share in a range from $1.75 - $1.80, on a diluted basis.
7
Results of Operations
The following table sets forth, for the periods indicated, (i) the percentages
of the Company's net sales represented by certain line items from the Company's
condensed consolidated statements of income and (ii) the percentage changes in
these line items between the First Quarter and the comparable period of the
Prior Year Quarter.
Percentage of Percentage
Net Sales Change
--------- ------
For the 13 For the 14 For the 13
Weeks Ended Weeks Ended Weeks Ended
April 6, April 7, April 6,
2002 2001 2002
---- ---- ----
Net sales 100.0% 100.0% 18.6%
Cost of sales 50.2 50.7 17.6
----- -----
Gross profit margin 49.8 49.3 19.7
Selling and distribution
expenses 27.7 26.9 22.0
General and administrative
expenses 8.7 8.9 15.4
----- -----
Operating income 13.4 13.5 17.9
Interest expense 0.0 0.0 n/a
Other income - net 0.1 0.3 (45.4)
----- -----
Income before income taxes 13.5 13.8 16.2
Provision for Income taxes 5.3 5.5 13.4
----- -----
Net income 8.2% 8.3% 18.1%
===== =====
Net Sales. The following table sets forth certain components of the Company's
consolidated net sales and the percentage relationship of the components to
consolidated net sales for the periods indicated (in millions, except percentage
data):
Amounts % of Total
------- ----------
For the 13 For the 14 For the 13 For the 14
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
April 6, April 7, April 6, April 7,
2002 2001 2002 2001
---- ---- ---- ----
International:
Europe $ 38.7 $ 27.4 27 % 23 %
Other 12.0 14.3 8 12
------ ------ --- ---
Total International 50.7 41.7 35 35
------ ------ --- ---
Domestic:
Watch products 42.2 38.9 29 32
Other products 36.7 29.4 26 24
------ ------ --- ---
Total Domestic 78.9 68.3 55 56
------ ------ --- ---
Stores 14.1 11.1 10 9
------ ------ --- ---
Total Net Sales $143.7 $121.1 100 % 100 %
====== ====== === ===
Sales from the Company's domestic watch business increased 8.5% during the First
Quarter primarily due to a 25% increase in sales of FOSSIL watches and increases
in licensed watch sales. The FOSSIL watch increase resulted from increased
orders from retailers to replenish lower year-end inventory levels and continued
strong sell-throughs relating to new styles launched during the second half of
2001. These increases were partially offset by sales decreases in the Company's
private label and premiums business.
8
Sales from the Company's domestic leather and sunglass businesses increased 25%
over the Prior Year Quarter. Continued product roll-outs of RELIC leather and
sunglasses and sales increases across most FOSSIL leather categories fueled this
growth. Sales from the Company's international operations grew 22% during the
First Quarter led by a 41% increase in European sales or a 16% increase
excluding recent acquisitions. The 16% sales increase in Europe was primarily
related to continued growth in licensed watch sales and further expansion of
FOSSIL jewelry. Sales from the Company's retail stores increased 27% as a result
of an increase in the average number of stores opened during the period and
blended same store sales increases of 3%.
Gross Profit. Gross profit margin increased to 49.8% in the First Quarter
compared to 49.3% in the Prior Year Quarter. Gross profit margin was favorably
impacted by a higher sales mix of FOSSIL watch, international and retail store
sales all of which generate margins in excess of the Company's historical
average gross profit margin. These increases in gross profit margin were offset
by the effects of a higher mix of RELIC leather sales, which generally produce
margins below the Company's consolidated gross profit margin, and a 5% decrease
in the average Euro rate which had the effect of reducing gross profit margin by
approximately 40 basis points.
Operating Expenses. Operating expenses, as a percentage of net sales, increased
in the First Quarter to 36.4% compared to 35.8% in the Prior Year Quarter. The
$8.8 million increase was primarily related to increases in variable expenses to
support net sales increases, expenses relating to expansion of the Company's
administrative facilities and expenses relating to the Company's new
distribution facility. Operating expenses relating to businesses acquired after
the Prior Year Quarter were $2.7 million.
Operating Income. The increase in gross profit margin and the increase in
operating expenses as a percentage of net sales resulted in an operating profit
margin of 13.4% for the First Quarter, compared to a 13.5% operating profit
margin in the Prior Year Quarter.
Other Income - net. Other income - net decreased by approximately $150,000
during the First Quarter. This decrease was primarily due to reduced interest
income resulting from lower average cash balances invested during the period and
lower yields due to substantial decreases in interest rates since the Prior Year
Quarter.
Provision For Income Taxes. The Company's effective income tax rate decreased to
39% during the First Quarter compared to 40% in the Prior Year Quarter to
reflect the lower worldwide effective tax rate being achieved by the Company.
Liquidity and Capital Resources
The Company's general business operations historically have not required
substantial cash needs during the first several months of its fiscal year.
Generally, starting in the second quarter the Company's cash needs begin to
increase, typically reaching their peak in the September-November time frame.
The Company's cash holdings and short-term marketable securities of $72 million
at the end of the First Quarter remained virtually unchanged from year-end 2001.
Net cash generated from operating activities of approximately $19 million during
the First Quarter was used to finance approximately $6 million of capital
additions and to pay off approximately $16 million outstanding under the
Company's short-term credit facility.
Accounts receivable increased 22% over the Prior Year Quarter. Days sales
outstanding decreased to 46 days in the First Quarter compared to 47 days in the
Prior Year Quarter. Inventory increased 7% over the Prior Year Quarter to $95
million. This increase was substantially below the First Quarter net sales
increase of 18.6% and below the $104 million of inventory at the end of fiscal
2001.
At the end of the First Quarter, the Company had working capital of $178 million
compared to working capital of $174 million and $163 million at the end of the
Prior Year Quarter and fiscal 2001 year-end, respectively. The Company had no
outstanding borrowings against its $40 million bank credit facility at the end
of the First Quarter. Management believes that cash flow from operations
combined with existing
9
cash on hand and amounts available under its credit facility will be sufficient
to satisfy working capital requirements for at least the next eighteen months.
Forward-Looking Statements
Included within management's discussion of the Company's operating results,
"forward-looking statements" were made within the meaning of the Private
Securities Litigation Reform Act of 1995 regarding expectations for 2002. The
actual results may differ materially from those expressed by these
forward-looking statements. Significant factors that could cause the Company's
2002 operating results to differ materially from management's current
expectations include, among other items, significant changes in consumer
spending patterns or preferences, competition in the Company's product areas,
international in comparison to domestic sales mix, changes in foreign currency
valuations in relation to the United States dollar, principally the European
Union's, an inability of management to control operating expenses in relation to
net sales without damaging the long-term direction of the Company and the risks
and uncertainties set forth in the Company's current report on Form 8-K dated
March 30, 1999.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a multinational enterprise, the Company is exposed to changes in foreign
currency exchange rates. The Company employs a variety of practices to manage
this market risk, including its operating and financing activities and, where
deemed appropriate, the use of derivative financial instruments. Forward
contracts have been utilized by the Company to mitigate foreign currency risk.
The Company's most significant foreign currency risks relate to the Euro. The
Company uses derivative financial instruments only for risk management purposes
and does not use them for speculation or for trading. There were no significant
changes in how the Company managed foreign currency transactional exposures
during the First Quarter and management does not anticipate any significant
changes in such exposures or in the strategies it employs to manage such
exposures in the near future.
10
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the period covered by this
Report.
11
SIGNATURES
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.
FOSSIL, INC.
Date: May 20, 2002 /s/ Mike L. Kovar
----------------------------------------
Mike L. Kovar
Senior Vice President and Chief
Financial Officer
(Principal financial and accounting
officer duly authorized to sign on
behalf of Registrant)
12
EXHIBIT INDEX
Exhibit
Number Document Description
- ------ --------------------
None