Sales of
$1,302 million for the thirteen weeks ended August 2, 2008 increased 1.5 percent
from sales of $1,283 million for the thirteen weeks ended August 4, 2007. For
the twenty-six weeks ended August 2, 2008 sales of $2,611 million increased 0.5
percent from sales of $2,599 million for the twenty-six week period ended August
4, 2007. Excluding the effect of foreign currency fluctuations, total sales for
the thirteen week and twenty-six week periods decreased 1.7 percent and 2.7
percent, respectively, as compared with the corresponding periods.
Comparable-store sales decreased by 0.5 percent and 1.7 percent, for the
thirteen and twenty-six weeks ended August 2, 2008, respectively.
Gross
margin, as a percentage of sales, increased to 27.7 percent for the thirteen
weeks ended August 2, 2008 as compared with 23.5 percent in the corresponding
prior-year period. Gross margin, as a percentage of sales, of 27.8 percent for
the twenty-six weeks ended August 2, 2008 increased as compared with 25.5
percent in the corresponding prior-year period. For the thirteen and twenty-six
weeks ended August 2, 2008, the occupancy and buyers salary expense rate
increased by 20 and 60 basis points, respectively, as a percentage of sales,
whereas the merchandise rate for the thirteen and twenty-six weeks ended August
2, 2008 improved by 440 and 290 basis points, respectively, primarily reflecting
lower markdowns taken in the U.S. The effect of vendor allowances, as a
percentage of sales, negatively affected gross margin by approximately 70 and 50
basis points for the thirteen and twenty-six weeks period ended August 2, 2008,
respectively, as compared with the corresponding prior-year period.
Segment Analysis
Athletic Stores
Athletic
Stores sales increased by 1.2 percent and 0.2 percent for the thirteen and
twenty-six weeks ended August 2, 2008, respectively, as compared with the
corresponding prior-year periods. Excluding the effect of foreign currency
fluctuations, primarily related to the euro, sales from athletic stores
decreased 2.4 percent and 3.2 percent for the thirteen and twenty-six weeks
ended August 2, 2008, respectively, as compared with the corresponding
prior-year periods. Comparable-store sales decreased by 1.1 percent and 2.2
percent for the thirteen and twenty-six weeks ended August 2, 2008,
respectively. The decrease in sales, excluding the effect of foreign currency
fluctuations, for the thirteen and twenty-six weeks ended August 2, 2008 was
primarily related to fewer stores in the domestic operations and a
comparable-store decline in Foot Locker Europe. Other international divisions
reported increased sales for both the quarter and year-to-date periods of 2008.
Domestically, footwear sales for the thirteen and twenty-six weeks ended August
2, 2008 increased, particularly in the basketball and running categories, while
apparel sales declined significantly as compared with the corresponding
prior-year periods. The decline in Foot Locker Europes sales primarily related
to the decline in footwear sales; however the higher-priced technical footwear,
particularly running, improved while apparel sales were essentially
flat.
Athletic
Stores division profit for the thirteen weeks ended August 2, 2008 increased to
$39 million, or 3.2 percent, as a percentage of sales, from a division loss of
$13 million for the thirteen weeks ended August 4, 2007. Athletic Stores
division profit for the twenty-six weeks ended August 2, 2008 increased to $79
million, or 3.2 percent, as percentage of sales, from a division profit of $21
million for the twenty-six weeks ended August 4, 2007. Included in division
profit for the thirteen-weeks and twenty-six weeks ended August 2, 2008 are $1
million and $5 million, respectively, in costs associated with the closure of
underproductive stores, primarily lease termination costs. The increase in
division profit is mainly attributable to increases in the U.S. divisions,
offset, in part, by a decrease in Foot Locker Europes division profit. The
increase in the U.S. divisions profit was related to lower promotional
markdowns and reduced depreciation and amortization expense. While Foot Locker
Europe remains profitable, with division operating profit margins for both the
second quarter and year-to-date periods of 2008 in the high single digits,
results for the twenty-six weeks ended August 2, 2008 were considerably lower
than the corresponding prior-year period. Management will continue to monitor
the progress of restoring division results to historical levels of profitability
and will assess, if necessary, the impact of various initiatives on the
projected performance, which may include an analysis of recoverability of store
long-lived assets pursuant to SFAS No. 144.
Direct-to-Customers
Direct-to-Customers sales increased by 9.7 percent to $79 million and by
5.6 percent to $171 million for the thirteen and twenty-six weeks ended August
2, 2008, respectively, as compared with the corresponding prior-year periods.
Internet sales increased by 14.0 percent to $65 million and by 10.2 percent to
$140 million for the thirteen and twenty-six weeks ended August 2, 2008,
respectively, as compared with the corresponding prior-year period. Increases in
Internet sales were offset by a decline in catalog sales, reflecting the
continuing trend of the Companys customers to browse and select products
through its catalogs, then make their purchases via the Internet. The increase
in sales primarily represented footwear, in particular in the running and
lifestyles categories.
Direct-to-Customers division profit increased 33.3 percent and 5.9
percent for thirteen and twenty-six weeks ended August 2, 2008, respectively, as
compared with the corresponding prior-year periods. Division profit, as a
percentage of sales, increased to 10.1 percent and 10.5 percent for the thirteen
and twenty-six weeks ended August 2, 2008, respectively, as compared with 8.3
percent and 10.5 percent, respectively, in the corresponding prior-year periods.
The increase in division profit for the thirteen weeks ended August 2, 2008
reflects an improved gross margin rate and expense control, as compared with the
corresponding prior-year period.
Corporate Expense
Corporate
expense consists of unallocated general and administrative expenses as well as
depreciation and amortization related to the Companys corporate headquarters,
centrally managed departments, unallocated insurance and benefit programs,
certain foreign exchange transaction gains and losses, and other items.
Corporate expense for the thirteen weeks ended August 2, 2008 increased by $2
million to $19 million from the same period in the prior year. Corporate expense
for the twenty-six weeks ended August 2, 2008 increased by $20 million to $53
million from the same period in the prior year. Included in the twenty-six weeks
ended August 2, 2008 is the impairment charge of $15 million associated with a
note receivable due from the purchaser of the Companys former Northern Group
operation in Canada. The remaining increase for both the thirteen and twenty-six
weeks ended August 2, 2008 represents primarily increased incentive
compensation.
Page 16 of 28
Selling, General and
Administrative
Selling,
general and administrative expenses (SG&A) of $299 million increased by
$13 million, or 4.5 percent, in the second quarter of 2008 as compared with the
corresponding prior-year period. SG&A of $598 million increased by $22
million, or 3.8 percent, in the first half of 2008 as compared with the
corresponding prior-year period. SG&A, as a percentage of sales increased to
23.0 percent for the thirteen weeks ended August 2, 2008 as compared with 22.3
percent in the corresponding prior-year period. SG&A, as a percentage of
sales increased to 22.9 percent for the twenty-six weeks ended August 2, 2008 as
compared with 22.2 percent in the corresponding prior-year period. Excluding the
effect of foreign currency fluctuations, SG&A increased $3 million and $2
million for the thirteen and twenty-six weeks ended August 2, 2008,
respectively, as compared with the corresponding prior-year periods. The
increase in the thirteen weeks ended August 2, 2008 primarily reflects the
increase in corporate expense. The increase in the twenty-six weeks ended August
2, 2008 primarily reflects the increase in corporate expense, partially offset
by lower operating expenses.
Depreciation and
Amortization
Depreciation and amortization decreased by $11 million in the second
quarter of 2008 to $33 million as compared with $44 million for the second
quarter 2007. Depreciation and amortization decreased by $22 million for the
twenty-six weeks ended August 2, 2008 to $65 million as compared with $87
million for the twenty-six weeks ended August 4, 2007. The decrease primarily
reflects reduced depreciation and amortization associated with the impairment
charges recorded during the third and fourth quarters of 2007.
Interest Expense
Interest
expense was $4 million and $5 million for the thirteen week periods ended August
2, 2008 and August 4, 2007. Interest expense was $9 million and $10 million for
the twenty-six week periods ended August 2, 2008 and August 4, 2007. Interest
income decreased to $2 million for the thirteen weeks ended August 2, 2008, from
$5 million for the thirteen weeks ended August 4, 2007. Interest income
decreased to $6 million for the twenty-six weeks ended August 2, 2008, from $10
million for the twenty-six weeks ended August 4, 2007. Interest expense
decreased as a result of lower debt balances offset by additional expense
related to the net investment hedges. The decrease in interest income was
primarily the result of lower interest rates on cash and cash
equivalents.
Other Income /
Expense
Other
income of $2 million for the thirteen and twenty-six week periods ended August
2, 2008 is primarily related to a lease termination gain. Other expense of $1
million for the thirteen and twenty-six week periods ended August 4, 2007
represents premiums paid on foreign currency option contracts and changes in the
fair value of these contracts.
Income Taxes
The
Companys effective tax rate for the thirteen and twenty-six weeks ended August
2, 2008 was 36.8 percent and 51.3 percent as compared with 38.4 percent and 71.6
percent for the corresponding prior-year periods. The effective rate for the
twenty-six weeks ended August 2, 2008 reflects the establishment in the first
quarter a valuation allowance related to the tax benefit associated with the
impairment of the Northern Group note receivable, while last year's first half
was distorted by the very low level of pre-tax book income as well as the mix of
U.S. and international earnings. The Company expects its effective rate to
approximate 35.5 percent for the full year of 2008, excluding the effect of the
Northern note valuation allowance. The actual rate will depend in significant
part on the proportion of the Company's worldwide income that is earned in the
U.S.
Net Income (Loss)
The
Company reported net income of $18 million, or $0.11 per share, for the second
quarter ended August 2, 2008 compared with a net loss of $18 million, or $0.12
per share, for the second quarter ended August 4, 2007. Net income for the
twenty-six weeks ended August 2, 2008 was $21 million, or $0.13 per share. This
compares to a net loss of $1 million, or $0.01 per share for the twenty-six
weeks ended August 4, 2007. Included in the twenty-six weeks ended August 2,
2008 are charges totaling $20 million (pre-tax), or $0.13 per share,
representing an impairment charge of $15 million related to the Northern Group
note receivable and expenses of $5 million related to the store closing
program.
LIQUIDITY AND CAPITAL
RESOURCES
Generally, the Companys primary source of cash has been from operations.
The Company generally finances real estate with operating leases. The principal
uses of cash have been to finance inventory requirements, capital expenditures
related to store openings, store remodeling, and management information systems,
and to fund general working capital requirements.
Management believes operating cash flows and the Companys current credit
facility will be adequate to fund its working capital requirements, pension
contributions for the Companys retirement plans, anticipated quarterly dividend
payments, potential share repurchases, and to support the development of its
short-term and long-term operating strategies.
Page 17 of 28
On May
16, 2008, the Company entered into an amended credit agreement with its banks,
providing for a $175 million revolving credit facility and extending the
maturity date to May 16, 2011 (the Credit Agreement). The Credit Agreement
also provides an incremental facility of up to $100 million under certain
circumstances. Simultaneously with entering the Credit Agreement, the Company
repaid the $88 million that was outstanding on its term loan with the banks,
which was scheduled to mature in May 2009. The Credit Agreement provides that
the Company comply with certain financial covenants, including (i) a fixed
charge coverage ratio of 1.25:1 for the 2008 fiscal year, 1.50:1 for the 2009
fiscal year, and 1.75:1 for each year thereafter and (ii) a minimum
liquidity/excess cash flow covenant, which provides that if at the end of any
fiscal quarter minimum liquidity is less than $350 million, the excess cash flow
for the four consecutive fiscal quarters ended on such date must be at least $25
million. The amount permitted to be paid by the Company as dividends in any
fiscal year is $105 million under the terms of the Credit Agreement. With regard
to stock purchases, the Credit Agreement provides that not more than $50 million
in the aggregate may be expended unless the fixed charge coverage ratio is at
least 2.0:1 for the period of four consecutive fiscal quarters most recently
ended prior to any stock repurchase. Additionally, the Credit Agreement provides
for a security interest in certain of the Companys intellectual property and
certain other non-inventory assets. The Company is in compliance with all of its
covenants as of August 2, 2008.
Any
materially adverse change in customer demand, fashion trends, competitive market
forces, or customer acceptance of the Companys merchandise mix and retail
locations, uncertainties related to the effect of competitive products and
pricing, the Companys reliance on a few key vendors for a significant portion
of its merchandise purchases and risks associated with foreign global sourcing
or economic conditions worldwide, as well as other factors listed under the
heading Disclosure Regarding Forward-Looking Statements, could affect the
ability of the Company to continue to fund its needs from business
operations.
Net cash
provided by operating activities was $159 million and $53 million for the
twenty-six weeks ended August 2, 2008 and August 4, 2007, respectively. During
the twenty-six weeks ended August 2, 2008, the Company recorded a non-cash
impairment charge of $15 million related to the Northern Group note receivable.
The increase in operating cash flows primarily relates to the reduction in
inventory purchases, net of accounts payable as well as reduced income tax payments. The reduction in inventory
purchases reflects a strategic priority designed to increase inventory turnover.
Additionally, during the twenty-six weeks ended August 2, 2008 the Company
contributed $6 million to its Canadian qualified pension plan. No contributions
to the U.S. or Canadian pension plans were made during the twenty-six weeks
ended August 4, 2007. Due to the pension asset performance experienced
year-to-date, the Company may make a contribution during 2009 to its U.S.
qualified pension plan. The Company is in the process of evaluating the amount
and timing of the contribution. The contribution amount will depend on the
outcome of the Companys elections under the Pension Protection Act, as well as
the plan asset performance for the balance of the year. The amount expected to
be contributed to the Canadian plan during 2009 is approximately $3
million.
Net cash
used in investing activities was $77 million for the twenty-six weeks ended
August 2, 2008. Net cash provided by investing activities was $7 million for the
twenty-six weeks ended August 4, 2007. During the twenty-six weeks ended August
2, 2008, the Company did not purchase or sell short-term investments. This
compares with net sales of $90 million in the corresponding prior-year period.
Capital expenditures were $79 million for the twenty-six weeks ended August 2,
2008 as compared with $83 million in the corresponding prior-year period.
Capital expenditures forecasted for the full-year of 2008 are approximately $159
million, of which $132 million relates to modernizations of existing stores and
new store openings, and $27 million reflects the development of information
systems and other support facilities. The Company has the ability to revise and
reschedule the anticipated capital expenditure program should the Companys
financial position require it.
Net cash
used in financing activities was $139 million and $82 million for the twenty-six
weeks ended August 2, 2008 and August 4, 2007, respectively. During the second
quarters of 2008 and 2007, the Company made payments of $88 million and $2
million, respectively, related to its 5-year term loan. During the twenty-six
weeks ended August 2, 2008, the Company purchased and retired $6 million of the
$200 million 8.50 percent debentures payable in 2022. The Company recorded an
excess tax benefit related to stock-based compensation of $1 million for the
twenty-six weeks ended August 4, 2007. The Company declared and paid dividends
totaling $47 million and $39 million, for the twenty-six weeks ended August 2,
2008 and August 4, 2007, respectively. The Company received proceeds from the
issuance of common stock in connection with employee stock programs of $2
million and $8 million for the twenty-six weeks ended August 2, 2008 and August
4, 2007, respectively. The Company purchased 2,283,254 shares of its common
stock during the twenty-six weeks ended August 4, 2007 for approximately $50
million.
Recent Accounting
Pronouncements
In March 2008, the FASB issued FASB Statement No. 161,
Disclosures about Derivative Instruments and Hedging Activities - An Amendment
of FASB Statement No. 133 (SFAS No. 161). SFAS No. 161 amends SFAS No. 133 by
requiring expanded disclosures about an entitys derivative instruments and
hedging activities. SFAS No. 161 requires qualitative disclosures about
objectives and strategies for using derivative instruments, quantitative
disclosures about the fair values of derivative instruments and their gains and
losses, and disclosures about credit-risk-related contingent features in
derivative instruments. SFAS No. 161 is effective for fiscal years and interim
periods beginning after November 15, 2008. The Company is currently assessing
the effect that the adoption of this standard will have on its financial
statement disclosures.
In April 2008, the FASB issued FASB
Staff Position (FSP 142-3) No. FAS 142-3, Determination of the Useful Life of
Intangible Assets. FSP No. FAS 142-3 amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset under SFAS No. 142, Goodwill and
Other Intangible Assets. This FSP is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. The Company is currently assessing the potential effect of
FSP 142-3 on its financial statements.
In May 2008, the FASB issued FASB
Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles
(SFAS No. 162). SFAS No. 162 identifies the sources of accounting principles
and the framework for selecting the principles used in the preparation of
financial statements that are presented in conformity with generally accepted
accounting principles in the United States. This statement is not expected
to change existing practices but rather reduce the complexity of financial
reporting. This statement will go into effect 60 days after the SEC approves
related auditing rules.
In June 2008, the FASB issued FASB
Staff Position (FSP) EITF 03-6-1, Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities. FSP EITF 03-6-1
provides that unvested share-based payment awards that contain nonforfeitable
rights to dividends or dividend equivalents (whether paid or unpaid) are
participating securities and shall be included in the computation of earnings
per share pursuant to the two-class method. The FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those years. Upon adoption, a company is required to
retrospectively adjust its earnings per share data (including any amounts
related to interim periods, summaries of earnings and selected financial data)
to conform with the provisions of FSP EITF 03-6-1. The Company is currently
assessing the potential effect of FSP EITF 03-6-1on its financial
statements.
CRITICAL ACCOUNTING POLICIES AND
ESTIMATES
There
have been no significant changes to the Companys critical accounting policies
and estimates from the information provided in Item 7, Managements Discussion
and Analysis of Financial Condition and Results of Operations, included in the
Annual Report on Form 10-K for the fiscal year ended February 2,
2008.
Page 18 of 28
DISCLOSURE REGARDING FORWARD-LOOKING
STATEMENTS
This
report contains forward-looking statements within the meaning of the federal
securities laws. All statements, other than statements of historical facts,
which address activities, events or developments that the Company expects or
anticipates will or may occur in the future, including, but not limited to, such
things as future capital expenditures, expansion, strategic plans, dividend
payments, stock repurchases, growth of the Companys business and operations,
including future cash flows, revenues and earnings, and other such matters are
forward-looking statements. These forward-looking statements are based on many
assumptions and factors detailed in the Companys filings with the Securities
and Exchange Commission, including the effects of currency fluctuations,
customer demand, fashion trends, competitive market forces, uncertainties
related to the effect of competitive products and pricing, customer acceptance
of the Companys merchandise mix and retail locations, the Companys reliance on
a few key vendors for a majority of its merchandise purchases (including a
significant portion from one key vendor), unseasonable weather, economic
conditions worldwide, any changes in business, political and economic conditions
due to the threat of future terrorist activities in the United States or in
other parts of the world and related U.S. military action overseas, the ability
of the Company to execute its business plans effectively with regard to each of
its business units, risks associated with foreign global sourcing, including
political instability, changes in import regulations, and disruptions to
transportation services and distribution. Any changes in such assumptions or
factors could produce significantly different results. The Company undertakes no
obligation to update forward-looking statements, whether as a result of new
information, future events, or otherwise.
Item 4. Controls and
Procedures
The
Companys management performed an evaluation under the supervision and with the
participation of the Companys Chief Executive Officer (CEO) and Chief
Financial Officer (CFO), and completed an evaluation as of August 2, 2008 of
the effectiveness of the design and operation of the Companys disclosure
controls and procedures (as that term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange
Act)). Based on that evaluation, the Companys CEO and CFO concluded that the
Companys disclosure controls and procedures were effective to ensure that
information relating to the Company that is required to be disclosed in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC rules and
form, and is accumulated and communicated to management, including the CEO and
CFO, as appropriate to allow timely decisions regarding required
disclosure.
During
the quarter ended August 2, 2008, there were no changes in the Companys
internal control over financial reporting (as defined in Rules 13a-15(f) of the
Exchange Act) that materially affected or are reasonably likely to affect the
Companys internal control over financial reporting.
PART II - OTHER
INFORMATION
Item 1. Legal
Proceedings
Legal
proceedings pending against the Company or its consolidated subsidiaries consist
of ordinary, routine litigation, including administrative proceedings,
incidental to the business of the Company, as well as litigation incidental to
the sale and disposition of businesses that have occurred in past years. These
legal proceedings include commercial, intellectual property, customer, and
labor-and-employment-related claims. Certain of the Companys subsidiaries are
defendants in a number of lawsuits filed in state and federal courts containing
various class action allegations under state wage and hour laws, including
allegations concerning classification of employees as exempt or nonexempt,
unpaid overtime, meal and rest breaks, uniforms, and calculation of vacation
pay. Management does not believe that the outcome of such proceedings would have
a material adverse effect on the Companys consolidated financial position,
liquidity, or results of operations, taken as a whole.
Item 1A. Risk
Factors
There were no material changes to
the risk factors disclosed in the 2007 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds
There were no purchases made by the
Company of shares of its Common Stock during the second quarter of
2008.
Item 4. Submission of Matters to a
Vote of Security Holders
(a)
|
The Companys annual meeting of
shareholders was held on May 21, 2008. There were represented at the
meeting, in person or by proxy, 142,794,186 shares of Common Stock, par
value $0.01 per share, which represented 92.3 percent of the shares
outstanding on March 28, 2008, the record date for the
meeting.
|
|
|
(b)
|
Each of Nicholas DiPaolo and
Matthew M. McKenna was elected as a director in Class II for a three-year
term ending at the annual meeting of shareholders in 2011. Both of these
individuals previously served as directors of the Company. Alan Feldman,
Jarobin Gilbert Jr., James E.
Preston,
David Y. Schwartz, Matthew D. Serra, Cheryl Nido Turpin, and Dona D.
Young, having previously been elected directors of the Company for terms
continuing beyond the 2008 annual meeting of shareholders, continue in
office as directors of the Company. Christopher A. Sinclairs term as a
director ended at the conclusion of the annual shareholders
meeting.
|
Page 19 of 28
(c)
|
In addition to the election of
directors, shareholders ratified the appointment of KPMG as independent
accountants and approved the Annual Incentive Compensation Plan, as
Amended and Restated. The results of the voting were as
follows:
|
|
|
(1)
|
Election of
Directors:
|
|
|
|
|
|
|
Abstentions
|
|
|
|
|
|
|
and
|
|
|
|
|
Votes
|
|
Broker
|
Name
|
|
Votes
For
|
|
Withheld
|
|
Non-Votes
|
Nicholas DiPaolo
|
|
139,989,606
|
|
2,804,579
|
|
N/A
|
Matthew M.
McKenna
|
|
139,937,770
|
|
2,856,415
|
|
N/A
|
(2) Proposal to ratify the appointment
of independent accountants:
|
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
|
142,277,029
|
|
479,841
|
|
37,316
|
|
N/A
|
(3) Proposal to approve the Annual
Incentive Compensation Plan, as Amended and Restated:
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
|
137,879,546
|
|
4,648,954
|
|
265,686
|
|
N/A
|
Item 6.
Exhibits
|
|
|
(a)
|
Exhibits
|
|
The exhibits
that are in this report immediately follow the
index.
|
Page 20 of 28
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
|
FOOT LOCKER,
INC.
|
Date: September 10,
2008
|
(Company)
|
|
|
|
/s/ Robert W. McHugh
|
|
ROBERT W.
MCHUGH
|
|
Senior Vice President and
Chief Financial Officer
|
Page 21 of 28
FOOT LOCKER, INC.
INDEX OF EXHIBITS REQUIRED BY ITEM 6(a) OF FORM
10-Q
AND FURNISHED IN ACCORDANCE WITH ITEM
601 OF REGULATION S-K
Exhibit No.
in
|
|
|
Item 601
|
|
Description
|
12
|
|
Computation of Ratio of Earnings to Fixed
Charges.
|
|
15
|
|
Accountants Acknowledgment.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Rule
13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley act of 2002.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Rule
13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley act of 2002.
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer and Chief
Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
99
|
|
Report of Independent Registered Public Accounting
Firm.
|
Page 22 of 28
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