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
For the Quarterly Period Ended July 31, 2001
OR
[_] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Commission File Number 0-21764
PERRY ELLIS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Florida 59-1162998
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification Number)
3000 N.W. 107 Avenue
Miami, Florida 33172
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 592-2830
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 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 outstanding of the registrant's common stock is 6,580,374
(as of September 11, 2001).
PERRY ELLIS INTERNATIONAL, INC.
INDEX
PAGE
PART I: FINANCIAL INFORMATION
Item 1:
Consolidated Balance Sheets
as of July 31, 2001 (Unaudited) and January 31, 2001 1
Consolidated Statements of Income (Unaudited)
for the three and six months ended July 31, 2001 and 2000 2
Consolidated Statements of Cash Flows (Unaudited)
for the three and six months ended July 31, 2001 and 2000 3
Notes to Consolidated Financial Statements 4
Item 2:
Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
PART II: OTHER INFORMATION 10
Signature 12
PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
July 31, 2001 January 31, 2001
--------------- ----------------
ASSETS
Current Assets:
Cash and cash equivalents $ 133,201 $ 344,741
Accounts receivable, net 49,229,682 58,821,622
Inventories 37,623,754 43,556,374
Deferred income taxes 1,951,553 1,951,553
Prepaid income taxes - 136,718
Other current assets 2,066,242 2,305,283
--------------- ----------------
Total current assets 91,004,432 107,116,291
Property and equipment, net 10,428,528 9,820,628
Intangible assets, net 119,964,212 122,016,681
Other 4,281,807 4,159,482
--------------- ----------------
TOTAL ASSETS $ 225,678,979 $ 243,113,082
=============== ================
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 5,525,497 $ 6,712,859
Accrued expenses 3,484,843 3,660,364
Income taxes payable 1,704,094 -
Accrued interest payable 4,172,527 4,215,835
Unearned revenues 1,986,520 1,996,752
Other current liabilities 2,394,440 1,651,467
--------------- ----------------
Total current liabilities 19,267,921 18,237,277
Senior subordinated notes payable, net 99,234,667 99,152,667
Deferred income tax 4,930,829 4,930,829
Long term debt - senior credit agreement 14,983,353 37,913,126
--------------- ----------------
Total long-term liabilities 119,148,849 141,996,622
--------------- ----------------
Total liabilities 138,416,770 160,233,899
--------------- ----------------
Stockholders' Equity:
Preferred stock $.01 par value; 1,000,000 shares authorized;
no shares issued or outstanding - -
Class A Common Stock $.01 par value; 30,000,000 shares authorized;
no shares issued or outstanding - -
Common stock $.01 par value; 30,000,000 shares authorized; 6,580,374 shares
issued and 6,537,574 shares outstanding as of July 31, 2001 and 6,739,374
shares issued and 6,579,374 shares outstanding as of January 31, 2001 65,803 67,393
Additional paid-in-capital 28,041,953 29,063,407
Retained earnings 59,462,809 54,778,302
--------------- ----------------
Total 87,570,565 83,909,102
Common stock in treasury at cost; 42,800 and 160,000 shares as of
July 31, 2001 and as of January 31, 2001, respectively (308,356) (1,029,919)
--------------- ----------------
Total stockholders' equity 87,262,209 82,879,183
--------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 225,678,979 $ 243,113,082
=============== ================
See Notes to Consolidated Financial Statements.
1
PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended July 31, Six Months Ended July 31,
------------------------------ ------------------------------
2001 2000 2001 2000
------------- ------------- ------------- -------------
Revenues
Net Sales $ 58,926,242 $ 58,940,558 $ 139,791,866 $ 137,172,970
Royalty Income 6,857,434 6,747,662 12,923,064 12,840,218
------------- ------------- ------------- -------------
Total Revenues 65,783,676 65,688,220 152,714,930 150,013,188
Cost of Sales 45,111,237 44,764,744 105,892,846 103,636,392
------------- ------------- ------------- -------------
Gross Profit 20,672,439 20,923,476 46,822,084 46,376,796
Operating Expenses
Selling, General and Administrative Expenses 12,995,723 12,431,184 28,403,658 26,738,612
Depreciation and Amortization 1,638,821 1,523,462 3,239,666 3,025,674
------------- ------------- ------------- -------------
Total Operating Expenses 14,634,544 13,954,646 31,643,324 29,764,286
------------- ------------- ------------- -------------
Operating Income 6,037,895 6,968,830 15,178,760 16,612,510
Interest Expense 3,647,085 4,058,403 7,738,853 7,924,785
------------- ------------- ------------- -------------
Income Before Share of Income from Unconsolidated
Subsidiary and Income Taxes 2,390,810 2,910,427 7,439,907 8,687,725
Share of Income (loss) from Unconsolidated
Subsidiary - Net (7,515) - 24,534 -
Income Taxes 896,388 1,092,456 2,779,934 3,279,991
------------- ------------- ------------- -------------
Net Income $ 1,486,907 $ 1,817,971 $ 4,684,507 $ 5,407,734
============= ============= ============= =============
Net Income per Share
Basic $ 0.23 $ 0.27 $ 0.71 $ 0.80
============= ============= ============= =============
Diluted $ 0.23 $ 0.27 $ 0.71 $ 0.79
============= ============= ============= =============
Weighted Average Number of Shares Outstanding
Basic 6,579,537 6,739,374 6,579,919 6,737,878
Diluted 6,594,699 6,805,469 6,594,705 6,822,715
See Notes to Consolidated Financial Statements.
2
PERRY ELLIS INTERNATIONAL
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED JULY 31,
----------------------------
2001 2000
------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,684,507 $ 5,407,734
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,010,280 3,061,614
Amortization of bond discount 82,000 82,000
Amortization of debt issue cost 309,674 235,914
Other (25,888) -
Changes in operating assets and liabilities
(net of effects of acquisitions):
Accounts receivable, net 9,591,940 2,357,948
Inventories 5,932,620 (1,711,921)
Prepaid income taxes 136,718 1,856,815
Other current assets 289,041 528,086
Other assets (458,937) (379,288)
Accounts payable and accrued expenses (1,336,995) (2,374,887)
Income taxes payable 1,704,094 798,208
Accrued interest payable (43,308) (121,598)
Other current liabilities 732,741 (704,398)
------------ -----------
Net cash provided by operating activities: 24,608,487 9,036,227
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (1,505,667) (1,349,644)
Payment on purchase of intangible assets (83,106) (1,489,151)
------------ -----------
Net cash used in investing activities: (1,588,773) (2,838,795)
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in borrowings under credit facilities (22,929,773) (3,435,154)
Net payments of long-term debt - (2,500,000)
Purchase of treasury stock (308,356) -
Proceeds from exercise of stock options 6,875 11,151
------------ -----------
Net cash used in financing activities: (23,231,254) (5,924,003)
------------ -----------
NET (DECREASE) INCREASE IN CASH (211,540) 273,429
CASH AT BEGINNING OF YEAR 344,741 225,631
------------ -----------
CASH AT END OF PERIOD $ 133,201 $ 499,060
============ ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 7,651,220 $ 8,046,384
============ ===========
Income taxes $ 1,277,872 $ 610,000
============ ===========
See Notes to Consolidated Financial Statements.
3
PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES
Item 1. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. GENERAL
The accompanying unaudited consolidated financial statements of Perry Ellis
International, Inc. and Subsidiaries ("Perry Ellis" or the "Company") have been
prepared in accordance with the instructions for Form 10-Q and therefore do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations and changes in cash flows in
conformity with generally accepted accounting principles. The unaudited
consolidated financial statements should be read in conjunction with the audited
financial statements and related notes included in the Company's Annual Report
on Form 10-K for the year ended January 31, 2001. In the opinion of management,
the unaudited consolidated financial statements contain all adjustments
necessary for a fair presentation of the interim periods presented and all
adjustments are of a normal and recurring nature. The results of operations for
the three and six months ended July 31, 2001 are not necessarily indicative of
the results which may be expected for the entire fiscal year.
Certain amounts in the prior period have been reclassified to conform to
the current period's presentation.
2. INVENTORIES
Inventories are stated at the lower of cost or market on a first-in, first-
out basis and consist principally of finished goods.
3. LETTER OF CREDIT FACILITIES
Borrowings and availability under letter of credit facilities consist of
the following as of:
July 31, January 31,
2001 2001
--------------- ----------------
Total letter of credit facilities $ 52,000,000 $ 52,000,000
Outstanding letters of credit (32,022,480) (27,923,927)
--------------- ----------------
Total available $ 19,977,520 $ 24,076,073
=============== ================
4. SEGMENT INFORMATION
In accordance with SFAS No. 131, "Disclosure About Segments of an
Enterprise and Related Information", our principal segments are grouped into the
generation of revenues from sale of products and royalties from licensing
activity. The Licensing segment derives its revenues from royalties associated
with the use of its brand names, principally Perry Ellis(R), John Henry(R),
Manhattan(R) and Munsingwear(R). The Product segment derives its revenues from
the design, import and distribution of apparel to department stores and other
retail outlets, principally throughout the United States. Trademark costs have
been allocated among the divisions where
4
the brands are shared. Shared selling, general and administrative expenses are
allocated amongst the segments based upon department utilization rates.
THREE MONTHS ENDED JULY 31, SIX MONTHS ENDED JULY 31,
----------------------------------------------------------------
2001 2000 2001 2000
----------------------------------------------------------------
Revenues:
Product $58,926,242 $58,940,558 $139,791,866 $137,172,970
Licensing 6,857,434 6,747,662 12,923,064 12,840,218
----------------------------------------------------------------
Total Revenues $65,783,676 $65,688,220 $152,714,930 $150,013,188
================================================================
Operating Income
Product $ 1,907,262 $ 2,262,506 $ 7,793,877 $ 7,937,122
Licensing 4,130,633 4,706,324 7,384,883 8,675,388
----------------------------------------------------------------
Total Operating Income $ 6,037,895 $ 6,968,830 $ 15,178,760 $ 16,612,510
================================================================
5. TRADEMARK ACQUISITIONS
During the year ended January 31, 2001, Perry Ellis acquired intellectual
property for approximately $3.05 million which included the following
trademarks: Pro-Player(R), Artex(R), Fun Gear(R), Salem Sportswear(R), and
Mondo di Marco(R). Pro-Player is a well-known brand in the sports apparel
business with distribution in department stores and middle market retailers. The
Mondo di Marco and associated trademarks were acquired from the bankruptcy
estate of Mondo, Inc.
6. SHARE REPURCHASE
On July 11, 2000 the Board of Directors of Perry Ellis approved a share
repurchase program in which up to 500,000 shares of common stock may be
purchased from time to time during the following 12 months. The shares may be
purchased in the open market or in privately negotiated transactions. On March
2, 2001, the Company retired 160,000 shares held in the treasury as of January
31, 2001. On July 11, 2001, the Board of Directors extended the current share
repurchase program for an additional year. For the six months ended July 31,
2001, the Company had repurchased 42,800 additional shares at an average price
of $7.20 per share.
7. COST OF SALES
Included in cost of sales is depreciation expense of $48,149 and $17,970
for the three months ended July 31, 2001 and 2000, respectively; and $80,288
and $35,940 for the six months ended July 31, 2001 and 2000, respectively.
5
8. RECENT ACCOUNTING PRONOUNCEMENT
The Company adopted Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities," as amended,
which establishes the accounting and financial reporting requirements for
derivative instruments. The adoption of this standard did not have a material
impact on the Company's consolidated financial position, results of operations
or cash flows for the period ended July 31, 2001.
In July 2001, the FASB issued Statement of Financial Accounting
Standards ("SFAS") No. 141, "Business Combinations". SFAS No. 141 requires the
use of the purchase method of accounting for all business combinations initiated
after June 30, 2001 and eliminates the pooling-of-interests method. The Company
does not believe that the adoption of SFAS No. 141 will have a significant
impact on its financial statements.
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets," which changes the accounting treatment as it applies to
goodwill and other intangible assets from an amortization method to an
impairment-only approach. Under SFAS No. 142, proper accounting treatment
requires annual assessment for any impairment of the carrying value of the
assets based upon an estimation of the fair value of the reporting unit to which
the assets pertain. Under SFAS No. 142, goodwill is no longer subject to
amortization. Impairment loss for goodwill arising from the initial application
of SFAS NO.142 is to be reported as a cumulative effect of a change in
accounting principle. The effective date of this statement is for fiscal years
beginning after December 15, 2001. The Company will adopt SFAS No. 142 for its
fiscal year beginning February 1, 2002. The impact of this pronouncement on the
Company's financial results is currently being evaluated.
9. SUBSEQUENT EVENT
On August 16, 2001, the Company signed a five-year exclusive corporate
market license agreement with Nautica Apparel Inc., a subsidiary of Nautica
Enterprises, Inc. The license, which is for corporate apparel, bags and
accessories, covers both the United States and Canada.
On August 17, 2001, the Company entered into an interest rate swap and
cap agreement, for an aggregate notional amount of $40.0 million, in order to
minimize its debt servicing costs associated with its $100.0 million of 12.25%
senior subordinated notes due April 1, 2006. The swap and cap agreement are
scheduled to terminate on April 1, 2006.
6
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company cautions readers that certain important factors may affect
the Company's actual results and could cause such results to differ materially
from any forward-looking statements which may be deemed to have been made in
this report or which are otherwise made by or on behalf of the Company. For this
purpose, any statements contained in this report that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the generality of the foregoing, words such as "may," "will," "expect,"
"believe," "anticipate," "intend," "could," "would," "estimate," or "continue"
or the negative other variations thereof or comparable terminology are intended
to identify forward-looking statements. Factors which may affect the Company's
results include, but are not limited to, risk related to fashion trends; the
retail industry; reliance on key customers; contract manufacturing; foreign
sourcing; import and export restrictions; competition; seasonality; rapid
expansion of business, general economic conditions; dependence on key personnel
and other factors discussed herein and in the Company's other filings with the
Securities and Exchange Commission.
Results of Operations
Three and six months ended July 31, 2001 as compared to three and six months
ended July 31, 2000.
Total revenues. Total revenues consist of net sales and royalty income.
Total revenues increased 0.2% to $65.8 million for the three months ended July
31, 2001 from $65.7 million for the comparable period in 2000. For the six
months ended July 31, 2001, total revenues increased 1.8% to $152.7 million from
$150.0 million for the six months ended July 31, 2000. The increase for the
three months period is primarily the result of a small increase in royalty
income while the increase for the six months period primarily reflects growth in
product sales as described below.
Net sales. Net sales remained constant at $58.9 million for the three
months ended July 31, 2001, compared to the same period a year ago. For the six
months ended July 31, 2001, net sales increased $2.6 million or 1.9% to $139.8
million from $137.2 million for the six months ended July 31, 2000. The
increase for the six month period is a result of increases in sales in Ad
Specialty Incentive (ASI) market, mass merchandise channel of distribution, and
our European subsidiary which markets Perry Ellis America(R) footwear.
Royalty income. Royalty income increased slightly to $6.9 million for
the three months ended July 31, 2001 compared to $6.7 million in the comparable,
2000 period. Royalty income for the six months period ended July 31, 2001
increased to $12.9 million from $12.8 million for the year ago period.
Cost of sales. Cost of sales for the three months ended July 31, 2001
increased $0.3 million or 0.7% to $45.1 million from $44.8 million in the
comparable prior period. For the six months period ended July 31, 2001, cost of
sales increased 2.2% to $105.9 million from $103.6 million in the comparable
period a year ago, reflecting the increase in net sales. As a percentage
7
of net sales, cost of sales increased slightly to 76.6% from 76.1% and to 75.8%
from 75.5% for the three and six months periods ended July 31, 2001,
respectively, compared to the prior year periods. The small increase in cost of
sales as a percentage of net sales is a result of product mix changes in both
branded and private label goods.
Gross Profit. Gross profit was $20.7 million for the three month period
ended July 31, 2001, compared to $20.9 million for the comparable, 2000 period.
For the six months ended July 31, 2001, gross profit increased 0.9% to $46.8
million from $46.4 million for the period ended July 31, 2000 as a result of the
change in product mix..
Selling, general and administrative expenses. Selling, general and
administrative expenses, excluding depreciation and amortization, increased $0.6
million or 4.8%, and $1.7 million or 6.4%, respectively, for the three and six
months periods ended July 31, 2001, respectively, to $13.0 million and $28.4
million, from $12.4 million and $26.7 million in the comparable, 2000 period.
As a percentage of total revenue, selling, general and administrative expenses
were 19.8% and 18.6% for the three and six months ended July 31, 2001,
respectively, compared to 18.9% and 17.8% in the comparable 2000 period. The
increase in selling, general and administrative costs is attributable to higher
payroll and advertising costs associated with the introduction of the Perry
Ellis America line and the start up of a retail outlet, concept test store,
located in the Sawgrass Mills outlet mall in Sunrise, Florida.
Depreciation and amortization. Depreciation and amortization for the three
and six month periods ended July 31, 2001 increased to $1.6 million and $3.2
million, respectively, from $1.5 million and $3.0 million in the comparable 2000
period. The small increase primarily reflects an increase in amortization due to
the acquisition of the Pro-Player and Mondo di Marco trademarks during the
fiscal year ended January 31, 2001.
Interest expense. Interest expense decreased $0.4 million and $0.2 million
for the three and six months periods ended July 31, 2001 to $3.6 million and
$7.7 million, respectively, from $4.1 million and $7.9 million in the comparable
2000 period. The decrease for both the three and six month periods is primarily
attributable to the decrease in borrowings under the senior credit agreement as
well as to lower interest rates.
Income taxes. For the three and six month periods ended July 31, 2001, the
effective tax rate was 37.6% and 37.3%, respectively, compared to 37.5% and
37.8% for the comparable 2000 period.
Net income. Net income for the three and six month periods ended July 31,
2001 decreased $0.3 million and $0.7 million to $1.5 million and $4.7 million
from $1.8 million and $5.4 million in the comparable 2000 period. As a
percentage of total revenue, net income was 2.2% and 3.1% for the three and six
months period ended July 31, 2001, compared to 2.7% and 3.6% in the comparable
2000 period.
8
Liquidity and Capital Resources
The Company relies primarily upon cash flow from operations and borrowings
under its senior credit facility to finance operations and expansion. Cash
provided by operating activities was $24.6 million in the six months ended July
31, 2001, compared to $9.0 million in the six months ended July 31, 2000. The
increase in the level of cash provided by operating activities is primarily
attributable to timing of cash collections on accounts receivable and to more
effective management of inventories.
Net cash used in investing activities was $1.6 million for the six months
ended July 31, 2001, which primarily reflects purchases of property and
equipment.
Net cash used in financing activities for the six months ended July 31,
2001 totaled $23.2 million, which was primarily the result of repayments of
borrowings under the Company's senior credit facility.
The Company has a senior credit facility consisting of a revolving credit
facility allowing for aggregate borrowings of $75.0 million. The senior credit
facility expires in October 2002. Borrowings are limited under the terms of a
borrowing base calculation. Interest on borrowings is variable, based upon the
Company's option of selecting a LIBOR based interest rate or the bank's prime
rate. During the next fiscal quarter, the Company's borrowing cost under the
senior credit facility will be LIBOR plus 1.75%. The facility contains
covenants which require the Company to maintain certain financial and net worth
ratios and restricts the payment of dividends. The Company's assets are pledged
as collateral for the facility.
Management believes that the combination of borrowing availability under
the senior credit facility, existing working capital and funds anticipated to be
generated from operating activities will be sufficient to meet the Company's
anticipated operating and capital needs in the foreseeable future.
Effects of Inflation and Foreign Currency Fluctuations
The Company does not believe that inflation or foreign currency
fluctuations significantly affected its results of operations for the three and
six months ended July 31, 2001.
Quantitative and Qualitative Disclosures about Market Risks
The Company is subject to market risk associated principally with changes
in interest rates. Interest rate exposure is principally limited to borrowings
under the senior credit facility.
On August 17, 2001, the Company entered into an interest rate swap and cap
agreement, for an aggregate notional amount of $40.0 million, in order to
minimize its debt servicing costs associated with its $100.0 million of 12.25%
senior subordinated notes due April 1, 2006. The swap agreement is scheduled to
terminate on April 1, 2006. Under the interest rate swap
9
agreement, the Company is entitled to receive semi-annual interest payments on
October 1, and April 1, at a fixed rate of 12.25% and is obligated to make semi-
annual interest payments on October 1, and April 1, at a floating rate based on
the 3-month LIBOR rate plus 750 basis points, with an initial floating rate of
11.06% at August 17, 2001. The swap agreement has optional call provisions with
trigger dates of April 1, 2003, April 1, 2004 and April 1, 2005, which contain
certain premium requirements in the event the call is exercised.
The cap agreement is scheduled to terminate on April 1, 2006. The first cap
date is October 1, 2001, and ensures that the Company's payments under the
interest rate swap will not exceed 750 basis points plus a maximum 3-month LIBOR
rate of 5.75%, or 13.25%.
The Company has designated the interest rate swap and cap agreements as a
hedge against its $100.0 million senior subordinated notes. Accordingly, the
interest rate swap and cap will be accounted for using settlement accounting and
the differential to be paid or received on the interest rate swap and cap
agreements will be accrued and recognized as an adjustment to interest rate
expense over the life of the agreements.
PART II: OTHER INFORMATION
ITEM 1. Legal Proceedings
Not applicable
ITEM 2. Changes in Securities
Not applicable
ITEM 3. Defaults Upon Senior Securities
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
On June 12, 2001, the Company held its Annual Meeting of
Shareholders (the "Meeting").
Not applicable.
At the Meeting, the following matter was voted upon:
10
ELECTION OF DIRECTORS
The following table sets forth the name of each nominee and the voting with
respect to each nominee for director.
FOR WITHHOLD AUTHORITY
--- ------------------
George Feldenkreis 5,999,263 36,855
Gary Dix 6,003,078 33,040
Leonard Miller 6,002,778 33,340
ITEM 5. Other Information
Not applicable
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits - None
(b) Reports on Form 8-K - None
11
SIGNATURE
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: September 14, 2001 By: /s/ Timothy B. Page
----------------------------------------
Timothy B. Page, Chief Financial Officer
12