UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: October 31, 2001
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to _________________
Commission file number: 000-28499
JAGGED EDGE MOUNTAIN GEAR, INC.
(Exact name of small business issuer as specified in its charter)
COLORADO 84-144-8778
(State or other jurisdiction of
incorporation or organization) (IRS Employer Identification No.)
55 E. 100 S. MOAB, UT 84532
(Address of principal executive offices)
435-259-8900
(Registrant's telephone number)
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 the filing
requirements for at least the past 90 days.
Yes X No
----- -----
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
SHARES OUTSTANDING of common stock, $0.001 par value per share, as of December
11, 2001 are 17,766,728.
JAGGED EDGE MOUNTAIN GEAR, INC.
Index to Form 10-QSB
October 31, 2001
Page
Part I. FINANCIAL INFORMATION
Item 1: Financial Statements (Unaudited)
Balance Sheets as of: F-1
October 31, 2001 and July 31, 2001
Statements of Operations for the Three Months Ended F-2
October 31, 2001 and 2000
Statements of Cash Flows for the Three Months Ended F-3
October 31, 2001 and 2000
Notes to Financial Statements F-4, F-5
Item 2: Management's Discussion and Analysis of Financial F-6, F-7, F-9
Condition And Results of Operations
Item 3: Quantitative and Qualitative Disclosure About Market Risk F-10
Part II. OTHER INFORMATION:
Item 1: Legal Proceedings F-11
Item 6: Exhibits and Reports on Form 8-K F-11
Signature Page F-12
Part I
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
JAGGED EDGE MOUNTAIN GEAR, INC.
BALANCE SHEETS
October 31, July 31,
2001 2001
----------- -----------
ASSETS
Current Assets
Cash $ 0 $ 200,163
Accounts receivable, less allowance for
doubtful accounts of $45,000 and $45,000 5,484 14,904
Inventories 628,137 288,467
Prepaid expenses and other 304,311 4,894
----------- -----------
Total Current Assets 937,932 508,428
Equipment and Leasehold Improvements, net 100,186 113,806
Other Assets
Trade name, net 17,167 17,667
Deposits 11,361 11,361
----------- -----------
Total Assets $ 1,066,646 $ 651,262
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities $ 745,864 $ 370,680
Credit cards payable 102,028 77,165
Current portion of long-term debt 262,703 113,564
----------- -----------
Total Current Liabilities 1,110,595 561,409
Long-Term Debt, net of current portion 255,000 255,000
----------- -----------
Total Liabilities 1,365,595 816,409
----------- -----------
Stockholders' Equity:
Preferred stock $.001 par value;
10 million shares authorized, none issued
Common stock $.001 par value;
50 million shares authorized,
17,764,478 and 16,759,978 shares issued
and outstanding 17,765 16,760
Additional paid-in capital 2,371,562 2,332,409
Accumulated (deficit) (2,688,276) (2,514,316)
----------- -----------
Total Stockholders' Equity (298,950) (165,147)
----------- -----------
Total Liabilities and Stockholders' Equity $ 1,066,646 $ 651,262
=========== ===========
See accompanying notes.
F-1
JAGGED EDGE MOUNTAIN GEAR, INC.
STATEMENTS OF OPERATIONS
For the Three Months Ended October 31, 2001 and 2000
2001 2000
------------ ------------
Sales $ 269,934 $ 606,739
Cost of Goods Sold 169,219 406,485
------------ ------------
Gross Profit 100,715 200,254
Operating Expenses
Selling 112,256 224,089
General and administrative 146,358 156,308
Depreciation and amortization 14,120 21,866
------------ ------------
272,735 402,263
Operating loss (172,019) (202,009)
Other Income (Expense)
Interest expense (19,916) (15,337)
Other income 1,326 0
------------ ------------
Net Loss Before Extraordinary Income
And Income tax (191,935) (217,346)
Extraordinary Income, Settlement of
Liabilities 18,065 0
Provision for Income Tax 0 0
------------ ------------
Net (Loss) $ (173,870) $ (217,346)
============ ============
Basic and Diluted (Loss) Per Share
Loss Before Extraordinary Income $ (0.01) $ (0.01)
Extraordinary Income $ 0.00 $ 0.00
------------ ------------
Net (Loss) $ (0.01) $ (0.01)
============ ============
Weighted Average Shares 17,544,087 16,741,978
============ ============
See accompanying notes.
F-2
JAGGED EDGE MOUNTAIN GEAR, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended October 31, 2001 and 2000
2001 2000
--------- ---------
Cash Flows from Operating Activities:
Net (loss) from operations $(191,935) $(217,346)
Extraordinary income, settlement of liabilities 18,065 0
Depreciation and amortization 14,120 21,866
Common stock issued as compensation 0 0
Common stock issued in lieu of interest 158 368
Changes in assets and liabilities
Decrease (Increase) in accounts receivable 9,419 (105,778)
(Increase) in inventories (339,760) (406,193)
(Increase) in prepaid expenses (299,417) (86,724)
(Increase) in other assets 0 0
Increase in accounts payable 375,184 327,160
and accrued liabilities
Increase / (Decrease) in credit cards 24,863 (7,701)
--------- ---------
Net Cash Used by Operating Activities (389,303) (474,348)
--------- ---------
Cash Flows from Investing Activities
Purchase of equipment 0 (2,359)
--------- ---------
Net Cash Used by Investing Activities 0 (2,359)
--------- ---------
Cash Flows from Financing Activities
Proceeds from short-term debt 150,000 487,285
Principal payments on short-term debt (861) (17,318)
Proceeds from long-term debt 0 0
Proceeds from exercise of stock options 40,000 0
--------- ---------
Net Cash Provided by Financing Activities 189,139 469,967
--------- ---------
(Decrease) / Increase in Cash
and Cash Equivalents (200,163) (6,741)
Cash and Cash Equivalents - Beginning of Period 200,163 64,277
--------- ---------
Cash and Cash Equivalents - End of Period $ 0 $ 57,536
========= =========
Supplemental disclosures:
Cash paid for interest $ 5,368 $ 6,513
See accompanying notes.
F-3
Notes to Financial Statements:
Note 1 - Management's Representation:
- -------------------------------------
The management of Jagged Edge Mountain Gear, Inc. (JEMG, "The Company") without
audit, has prepared the attached financial statements pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in annual financial statements prepared
in accordance with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations. Accordingly, the interim,
unaudited financial statements should be read in conjunction with the financial
statements included in the Company's Annual Report on Form 10-KSB for the fiscal
year ended July 31, 2001 (the Form "10-KSB").
These financial statements have been prepared by the Company in a manner
consistent with that used in the preparation of the financial statements
included in the Form 10-KSB. In the opinion of Management, the accompanying
financial statements reflect all adjustments considered necessary for fair
presentation of financial position and results of operations and cash flows for
the periods presented. All adjustments were of a normal recurring nature, and
the attached financial statements present fairly the financial position for the
three-month period ended on October 31, 2001. The results of operations for the
three-month period ended on October 31, 2001 are not necessarily indicative of
the results to be expected for the fiscal year ending July 31, 2002. Certain
amounts recorded in the fiscal year 2001 (FY2001) three-month period have been
reclassified to conform to the fiscal year 2002 (FY2002) presentation.
Note 2 - Basis of Presentation:
- -------------------------------
The Company has incurred significant recurring losses since inception. This,
coupled with a shortage of liquidity at July 31, 2001, raises substantial doubt
about its ability to continue as a going concern. As a consequence, the Company
requires significant additional financing to satisfy outstanding obligations and
continue operations. Unless the Company successfully obtains suitable
significant additional financing there is substantial doubt about the Company's
ability to continue as a going concern. Plans to reduce losses include
increasing sales through greater distribution of mail order catalogs and
reducing general and administrative costs, including payroll and rent. The
success of these plans will directly affect the Company's ability to meet its
obligations.
Note 3 - Debt:
- --------------
Notes payable additions during the three-month period ended October 31, 2001
consisted of the following:
o A short-term note payable in the amount of $60,000 to a banking
institution dated October 22, 2001, interest at 7.5%, due date
December 22, 2001.
o A short-term note payable in the amount of $60,000 to a private
individual dated October 15, 2001, interest at 21%, due date January
15, 2001.
o A short-term note payable in the amount of $30,000 to a related party
dated October 12, 2001, interest at 5.5%, indefinite due date.
Total notes payable as of October 31, 2001 consist of the following:
Short-term notes payable balance $262,703
Long-term notes payable balance $255,000
--------
TOTAL BALANCE $517,703
========
F-4
Note 4 - Stock Issued in lieu of Interest:
- ------------------------------------------
During the current three-month period the company issued 4,500 shares of
restricted common stock to comply with a requirement of one of its loan
agreements. The Company recorded $158 of interest expense related to this
transaction. During the comparative period, the Company issued 1,600 shares of
restricted common stock valued at $368 as compensation for accrued interest.
Note 5 - Exercise of Stock Option:
- ----------------------------------
During the current three-month period the Company issued 1,000,000 shares of
restricted common stock through the exercise of common stock options by an
outside investor group. Net proceeds to the Company were $40,000. No common
stock options were exercised during the comparative period.
Note 6 - Earnings Per Share:
- ----------------------------
Basic earnings (loss) per share are computed by dividing net income (loss) by
the weighted average number of shares common stock outstanding during each
period. Diluted earnings per share are computed on the basis of the average
number of common shares outstanding plus the dilutive effect of convertible
debt, stock options and warrants. The basic and the dilutive earnings per share
are the same in fiscal 2001 and 2000 since the Company had net losses and
inclusion of the effect of stock options would be anti-dilutive.
F-5
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
As discussed in Note 2 to the financial statements, the Company has suffered
recurring losses, negative cash flows from operations and resulting working
capital shortages. Unless the Company can raise additional equity or obtain
additional debt, there is substantial doubt as to the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Results of Operations
- ---------------------
Company operations for the three-month period ended October 31, 2001 as compared
to the three months ended October 31, 2000 resulted in a net loss of
approximately $173,870 as compared to a net loss of $217,346 respectively for
the comparative period. Net loss per share for the comparative periods was
$(0.01) and $(0.01), based upon weighted average shares outstanding of
17,544,087 and 16,741,978, respectively. Net sales decreased by $336,805 to
$269,934 for the three-month period ended October 31, 2001 from $606,739 during
the comparative three-month period of 2000. Management attributes the decreased
sales to a significantly reduced emphasis on wholesale customer sales, no turbo
clothing sales, the timing of mail order catalog sales, and reduced retail store
sales. Offsetting the reduced sales were significant Company cost and expense
reductions, which resulted in a reduced net loss for the current three-month
period of $173,870 - an improvement of $43,476 over the comparative period.
The following describes areas of significant change or improvement within the
Company for the reporting period.
o Reduced wholesale sales. Company wholesale volumes were down
approximately $266,000 from the comparative three-month period. See
revenue discussion below.
o Reduced retail store sales. Company retail sales were down
approximately $32,600 from the comparative period. See revenue
discussion below.
o Reduced mail order sales. Company mail order sales were effectively $0
for the current three-month period, down $36,600 from the comparative
period. See revenue discussion below.
o Improved product profit margins of 37% during the current three-month
period versus profit margins of 33% during the comparative three-month
period. Primarily due to concentration on higher margin sales prices
and products.
o Significantly reduced selling costs of $112,256 during the current
period versus selling costs of $224,089 during the comparative period.
See selling expense discussion below.
o Reduced general and administrative costs of $146,358 during the
current period versus $156,308 during the comparative period. See
discussion below.
o Reduced depreciation and amortization expense of $14,120 versus
$21,866 during the comparative period.
o An extraordinary income item of $18,065 during the current three-month
period versus the prior period of $0.
F-6
Revenues
- --------
The Company's total net product sales during the three-month periods ended
October 31, 2001 and October 31, 2000 were approximately $269,934 and $606,739
respectively, a decrease in net revenues of $336,805 or 56% from the comparative
period.
Retail store gross sales for the three-month periods ended October 31, 2001 and
2000 were approximately $262,599 and $295,222 respectively, a decrease in net
revenues of $32,624 or (11)%. Retail store gross sales comprised 97% and 49% of
total net product sales, respectively for the periods. The two primary reasons
retail sales were down during the current three-month period versus the
comparative period were reduced statewide tourism traffic within Colorado and
inventory procurement issues at the store locations. Essentially, the Company
had difficulty receiving certain products on a timely basis, required to support
and or maximize sales efforts. The Company is cautiously optimistic regarding
improved retail sales through this current fiscal year. However weather, tourism
and uncertainties related to the economy are factors beyond management control,
all of which affect retail sales in the Colorado ski resort towns where Jagged
Edge operates. Therefore, no assurances can be given as to the success of the
Company's retail efforts.
Wholesale gross sales for the three-month periods ended October 31, 2001 and
2000 were approximately $5,101 and $286,180 respectively, for a decrease of
$281,079 or (98)%. Wholesale gross sales comprised 2% and 47% of total net
product sales, respectively. Wholesale sales were essentially eliminated in the
current reporting period primarily as a result of a Management decision to focus
limited product purchasing and manufacturing resources on the sales divisions
(retail and catalog) expected to contribute the maximum gross profit to the
Company. Additionally, in the short run, Management's analysis of total direct
wholesale costs including, but not limited to, salaries, commissions,
warehousing, discounting, freight, etc. indicated a net deficit contribution to
the Company for the division, when operating at the current sales volumes.
Management believes that in the long run the wholesale division can provide
profit opportunities for the Company, but requires decreasing economies of scale
and tight management control to capitalize on the potential opportunities.
Catalog and Mail Order gross sales for the three-month periods ended October 31,
2001 and 2000 were approximately $0 and $36,661 respectively, for a decrease of
36,661 or 100%. Catalog and Mail Order gross sales comprised
0% and 6% of total net product sales, respectively. During the current
three-month period the Company did not have significant product warehoused for
material catalog sales. Catalog product when shipped, was delivered from the
retail store locations directly. Additionally, during the current period the
timing of the catalog mailing was such that as a practical matter, customers
received no catalogs until November 2001.
Sales returns for the three-month periods ended October 31, 2001 and 2000 were
approximately $46 and $15,897 respectively, for a decrease in returns of $15,851
or 99%. Sales divisions in this analysis do not break down data for sales
returns however significantly all returns during the comparative period were
wholesale orders.
The following table is provided as an aid to further understand Company sales.
------------------------
Change From October 31,
% Three Months % Three Months 2000 to October 31, 2001
Revenues: Total October 31, 2001 Total October 31, 2000 % $
----- ---------------- ----- ---------------- ------------------------
Retail Division 97.3% $ 262,599 48.7% $ 295,222 -11.1% $ (32,624)
Wholesale Division 1.9% 5,101 47.2% 286,180 -98.2% $ (281,079)
Mail Order Division 0.0% 0 6.0% 36,661 -100.0% $ (36,661)
---------------------------------------------------------------------------------
Total Gross Sales Revenues 99.2% 267,700 101.9% 618,063 -56.7% -350,363
Less: Returns 0.0% (46) -2.6% (15,897) -99.7% 15,851
---------------------------------------------------------------------------------
Net Sales Revenues 99.2% 267,654 99.2% 602,166 -55.6% -334,512
Shipping & Freight Collected 0.8% 2,281 0.8% 4,574 -50.1% -2,293
---------------------------------------------------------------------------------
Total Net Revenues 100.0% $ 269,934 100.0% $ 606,739 -55.5% $(336,805)
=================================================================================
F-7
Cost of Goods Sold
- ------------------
The Company's total product cost of sales for all sales divisions during the
three-month periods ended October 31, 2001 and 2000 were approximately $169,219
and $406,485 or 63% and 68% of net sales respectively, for a decrease of
$237,266 or (58)% from the comparative period. If applied to current sales
volumes, this improvement in cost as a percentage of sales would have resulted
in estimated savings of $13,383 over the comparative period.
Cost of sales as a percentage of total sales in the three-month period ended
October 31, 2001 decreased to 63% from 68% in the comparative period ended
October 31, 2000. This decrease was primarily the result of the sales of product
at retail prices through the Jagged Edge stores. Management also maintained
control over sale dates as to when product would be discounted at the retail
level. During the comparative period, the overall mix of sales between retail
stores and the wholesale division (at 50% of retail price) resulted in a higher
cost of products sold by the Company.
Selling Expenses
- ----------------
Selling expenses for the three-month periods ended October 31, 2001 and 2000
were approximately $112,256 and $224,089, respectively, a decrease in expense of
$111,833 or 49% over the comparative period.
The reduction in selling expenses were a direct result of the reduction in
wholesale sales described above, the elimination of the support infrastructure
required to service wholesale customers properly, and the ancillary support
expenses typical of a wholesale operation. Significant savings were realized as
follow:
o Net savings in advertising expense for the three-month period ended
October 31, 2001 of $16,500 over the comparative three-month period.
o Elimination of sales and support salaries & wages and associated taxes
to $0 from $48,300 during the comparative period.
o Elimination of contract employee expenses of $7,400 incurred during
the comparative period.
o Materially reduced trade show and other miscellaneous sales expenses.
General & Administrative Expenses
- ---------------------------------
General and Administrative expenses for the three-month periods ended October
31, 2001 and 2000 were approximately $146,358 and $156,308, respectively, for a
decrease of $9,950 or(6)% from the comparative three-month period. The decrease
in general & administrative expenses was the net result in large part of a
combination of expenses eliminated, offset by certain expense increases. In
large part the expense reductions were the result of the Company downsizing and
its subsequent move to Moab, Utah from Telluride, Colorado. The following are
key decreases and increases in general and administrative expense:
o A reduction or elimination of administrative and clerical salaries &
wages during the current three-month period of approximately $40,200
over the comparative period. These savings, when annualized, may
approach $160,000 although no assurances can be given as to the final
realizable savings.
o A reduction in administrative office rents to $3,048 from $15,600,
resulting in savings of $12,552. Annualized savings may approach
$50,200 although no assurances can be given as to final realizable
savings.
o Reductions in travel and associated costs resulting in savings of
approximately $8,600.
o An increase of $30,000 of consultant costs during the current period
related to senior management guidance, logistics, production, and
inventory issues.
Interest Expense
- ----------------
Interest expense for the three-month periods ended October 31, 2001 and 2000 was
Approximately $19,916 and $15,337 respectively, or an increase of $4,579 or 30%.
Interest expense increased due to debt incurred in association with the
Company's product production and general operating expenses.
Liquidity and Capital Resources
- --------------------------------
During the three months ended October 31, 2001, the Company's current ratio
Declined to .84 as compared to .91 at July 31, 2001. Net working capital
decreased $119,682 to $(172,663) at October 31, 2001 from $(52,981) at July 31,
2001.
F-8
Principal changes in the components of net working capital for the three-month
period ended October 31, 2001 as compared to fiscal year end July 31, 2001
consist of:
----------------
Change From July
31, 2001 to
October 31, 2001
% October 31, % July 31, ----------------
Working Capital Components: Total 2001 Total 2001 $
----- ---- ----- ---- -----------
Cash & cash equivalents 0.0% 0 39.4% 200,163 $ (200,163)
Trade receivables 0.6% 5,484 2.9% 14,904 $ (9,420)
Inventories 67.0% 628,137 56.7% 288,467 $ 339,670
Pre-paid expenses 32.4% 304,311 1.0% 4,894 $ 299,417
---------------------------------------- -----------
Current Assets 100.0% 937,932 100.0% 508,428 429,504
Accounts payable and accrued liabilities 67.2% 745,864 66.0% 370,680 $ 375,184
Current maturities of notes payable 23.7% 262,703 20.2% 113,564 $ 149,139
Other current payables 9.2% 102,028 13.7% 77,165 $ 24,863
---------------------------------------- -----------
Current Liabilities 100.0% 1,110,595 100.0% 561,409 549,186
----------- ---------- -----------
Working Capital $ (172,663) $ (52,981) $ (119,682)
=========== ========== ===============
- -------------------------------------------------------------------------------------------------------
Current Ratio 0.84 0.91 (0.06)
Inventory Turnover Ratio 0.43 2.09 (1.66)
- -------------------------------------------------------------------------------------------------------
The principal reasons for the net decrease in working capital during the period
are the following:
o The Company's cash balances decreased to $0 at October 31, 2001, from
$200,163 at July 31, 2001 primarily as a result of inventory buildup
in anticipation of fall / winter sales and use of cash in day to day
operations.
o Inventory increased by $339,670 in anticipation of fall / winter
selling season.
o An increase in prepaid expenses primarily related to the fall / winter
catalog mailing.
o The Company increased short-term borrowings by receiving three loans
totaling $150,000.
o Trade accounts payable increased by $375,184.
The loan proceeds and increases in accounts payable were used primarily to
release overseas goods and increase inventory levels in anticipation of expected
fall and winter sales seasons. Other portions of the proceeds were used
primarily for operating expenses including prepayments on the fall/winter
catalog mailing.
F-9
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
The Company is exposed to certain market risks, which include foreign currency
risks, interest rate risks, and inflation risk. The Company does not engage in
financial transactions for trading or speculative purposes.
Foreign Currency Exchange Rate Risk
- -----------------------------------
The Company's inventory purchases from contract manufacturers in Korea are
denominated in United States dollars; however, purchase prices for the Company's
products may be impacted by fluctuations in the exchange rate between the United
States dollar and the local currencies of the contract manufacturers, which may
have the effect of increasing the Company's cost of goods in the future.
In addition, the Company's sales are denominated at the time of order
commitment, in the United States dollar, which may have a negative impact on
order completion or fulfillment or the rate of growth of sales in those
countries if the U.S. dollar were to strengthen significantly versus the related
foreign currency. Due to the number of foreign currencies involved and the fact
that not all of these foreign currencies fluctuate in the same manner against
the United States dollar, the Company cannot quantify in any meaningful way the
potential effect of such fluctuations on future income.
Furthermore, the Company may be affected by economic and political conditions in
each of the countries in which it transacts business, although the Company
believes this risk is minimal. Potential risks associated with operating in the
international arena include:
o Economic instability, including the possible revaluation of
currencies.
o Labor or civil unrest.
o In certain parts of the world, political instability.
The Company has not as yet been materially affected by any such risks, but
cannot predict the likelihood of such developments occurring or the impact of
any such risks to the future profitability of the Company.
Interest Rate Risk
- ------------------
The interest payable on some of the Company's loans is based on variable
interest rates and therefore affected by changes in market interest rates. If
interest rates on existing variable rate debt rises due to increases in the
prime rate, the Company's results from operations and cash flows would be
impacted, although the Company believes, not materially.
Inflation Risk
- --------------
The Company believes that the relatively moderate rates of inflation over the
last three years in the United States, where it primarily competes, have not had
a significant effect on its net sales or results of operations.
F-10
Part II. OTHER INFORMATION
Item 1. Legal Proceedings.
For information on legal proceedings, see Item 3 of the July 31, 2001 Form
10-KSB.
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 by the Company during the three
months ended October 31, 2001.
F-11
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Jagged Edge Mountain Gear, Inc.
(Registrant)
Dated: December 13, 2001 By: /s/ Margaret A. Quenemoen
------------------------------
Margaret A. Quenemoen
President
Dated: December 13, 2001 By: /s/ Paula Quenemoen
-------------------------------
Paula Quenemoen
Executive Vice President
F-12