DELTA WOODSIDE INDUSTRIES, INC.
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 March 27, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ____________
Commission File number 1-10095
DELTA WOODSIDE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
SOUTH CAROLINA 57- 0535180
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
233 North Main Street, Suite 200
Greenville, South Carolina 29601
(Address of principal executive offices) (Zip Code)
864\232-8301
(Registrant's telephone number, including area code)
(Not Applicable)
(Former name, former address and former fiscal year, if
changed since last report.)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ X ] No [ ] .
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, $.01 Par Value- 23,719,200 shares as of March 27, 1999
INDEX
DELTA WOODSIDE INDUSTRIES, INC.
PART I. FINANCIAL INFORMATION
Page
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets--
March 27, 1999 and June 27, 1998 3-4
Condensed consolidated statements of operations--
Three and nine months ended March 27, 1999 and
March 28, 1998 5
Condensed consolidated statements of cash flows
Nine months ended March 27, 1999
and March 28, 1998 6
Notes to condensed consolidated financial
statements-March 27, 1999 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-11
Item 3. Quantitative and Qualitative Disclosures
about Market Rish 11
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of
Securities Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DELTA WOODSIDE INDUSTRIES,
INC.
CONDENSED CONSOLIDATED BALANCE
SHEETS
March 27, June 27,
1999 1998
(Unaudited)
(In thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 4,099 $ 2,753
Accounts receivable:
Factor 69,377 81,256
Customers 30,308 41,253
99,685 122,509
Less allowances for doubtful
accounts and returns 4,535 3,309
95,150 119,200
Inventories:
Finished goods 69,464 52,219
Work in process 51,479 48,814
Raw materials and supplies 13,099 12,925
134,042 113,958
Current assets of discontinued operations 3,616 25,797
Deferred income taxes 873 861
Prepaid expenses and other current assets 2,447 2,962
TOTAL CURRENT ASSETS 240,227 265,531
PROPERTY, PLANT AND EQUIPMENT
Cost 277,404 288,300
Accumulated depreciation 124,914 123,537
152,490 164,763
Noncurrent assets of discontinued
operations 392 22,323
Other assets 20,788 21,425
$ 413,897 $ 474,042
DELTA WOODSIDE INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS--Continued
March 27, June 27,
1999 1998
(Unaudited)
(In thousands)
LIABILITIES
CURRENT LIABILITIES
Short-term bank debt $ 16,115 $ 11,108
Trade accounts payable 25,044 41,592
Accrued and sundry liabilities 27,121 41,460
Current portion of long-term debt 6,840 610
TOTAL CURRENT LIABILITIES 75,120 94,770
LONG-TERM DEBT 154,160 183,535
DEFERRED INCOME TAXES 3,779 3,716
OTHER LIABILITIES AND DEFERRED CREDITS 9,162 12,454
SHAREHOLDERS' EQUITY
Common Stock, par value $.01 authorized
50,000,000 shares, issued and outstanding
23,719,000 shares at March 27, 1999 and
24,644,000 shares at June 27, 1998 243 246
Additional paid-in capital 161,055 165,221
Retained earnings 10,378 14,100
TOTAL SHAREHOLDERS' EQUITY 171,676 179,567
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 413,897 $ 474,042
DELTA WOODSIDE INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Nine Months Ended
March 27, March 28, March 27, March 28,
1999 1998 1999 1998
(In thousands, except per share data)
Net Sales $ 109,507 $ 121,516 $ 353,889 $ 385,585
Cost of goods sold 94,178 97,601 290,211 314,786
Gross profit on sales 15,329 23,915 63,678 70,799
Selling, general and
administrative expense 14,694 15,360 42,875 43,646
Other (income) (163) (101) (3) (101)
Restructuring charge 0 8,895 0 8,895
OPERATING PROFIT 798 (239) 20,806 18,359
Interest expense (income):
Interest expense 4,585 5,590 14,806 17,526
Interest (income) (65) (132) (213) (295)
4,520 5,458 14,593 17,231
INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES (3,722) (5,697) 6,213 1,128
Income tax expense (benefit) 607 (1,424) 1,864 282
INCOME (LOSS) FROM CONTINUING
OPERATIONS (4,329) (4,273) 4,349 846
Gain (Loss) on disposal of
discontinued operations less
applicable income taxes 1,618 (37,042) (6,245) (37,042)
Gain (Loss) from operations of
discontinued operations less
applicable income taxes 0 (4,302) 0 (9,325)
INCOME (LOSS) FROM DISCONTINUED
OPERATIONS 1,618 (41,344) (6,245) (46,367)
NET INCOME (LOSS) $ (2,711) (45,617) (1,896) (45,521)
Basic and diluted earnings (loss)
per share:
Continuing operations $ (0.18) $ (0.17) $ 0.18 $ 0.03
Discontinued operations $ 0.07 (1.69) (0.26) (1.88)
Net earnings (loss) $ (0.11) (1.86) (0.08) (1.85)
Weighted average shares
outstanding 24,057 24,574 24,301 24,573
DELTA WOODSIDE INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
March 27, March 28,
1999 1998
(In thousands)
OPERATING ACTIVITIES
Net Income (loss) $ (1,896) $ (45,521)
Adjustments to reconcile net income to net cash
provided by operating activities:
Discontinued operations 32,448 22,351
Depreciation 18,183 21,248
Amortization 871 1,484
Write down of goodwill 0 7,459
Other 5,631 (946)
Changes in operating assets and liabilities (32,719) 12,882
NET CASH PROVIDED BY OPERATING ACTIVITIES 22,518 18,957
INVESTING ACTIVITIES
Property, plant and equipment purchases (11,846) (8,056)
Investing activities of discontinued operations 12,140 (2,147)
Other 3,717 556
NET CASH PROVIDED (USED) BY
INVESTING ACTIVITIES 4,011 (9,647)
FINANCING ACTIVITIES
Proceeds from revolving lines of credit 243,373 206,755
Repayments on revolving lines of credit (261,001) (349,255)
Proceeds from issuance of long-term debt 0 145,688
Scheduled principal payments of long-term debt (429) (510)
Dividends paid (1,826) (1,843)
Other (5,300) (1,970)
NET CASH (USED) BY FINANCING ACTIVITIES (25,183) (1,135)
INCREASE IN CASH AND CASH EQUIVALENTS 1,346 8,175
Cash and cash equivalents at beginning of year 2,753 2,696
CASH AND CASH EQUIVALENTS AT END OF YER $ 4,099 $ 10,871
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 27, 1999
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial
statements of Delta Woodside Industries, Inc. ("the Company")
have been prepared in accordance with generally accepted
accounting principles for interim financial information and with
the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management,
all adjustments considered necessary for a fair presentation have
been included. Operating results for the nine months ended March
27, 1999 are not necessarily indicative of the results that may
be expected for the year ending July 3, 1999. For further
information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form
10-K for the year ended June 27, 1998.
NOTE B--DISCONTINUED OPERATIONS
On March 3, 1998, the Company made the decision to close its
Stevcoknit Fabrics division and sell its Nautilus International
division (fitness equipment). The sale of the Nautilus business
closed on January 4, 1999, and is reported in the third quarter
of fiscal year 1999. Included in accounts receivable of
discontinued operations as of the quarter ended March 27, 1999 is
$2.5 million in proceeds from the Nautilus sale which was
subsequently collected. The Company increased the estimate of
the after-tax cost to discontinue these businesses and recognized
after tax charges of $4.4 million and $3.5 million during the
first and second quarters of fiscal year 1999, respectively, and
decreased the estimate by $1.6 million in the third quarter of
fiscal 1999. Proceeds from the liquidation of these divisions
have been used to reduce indebtedness.
The assets of discontinued businesses are as follows (in thousands):
March 27, June 27,
1999 1998
Accounts Receivable (net of reserves) $ 3,599 $ 19,450
Inventories 0 6,104
Other current assets 17 243
Total current assets 3,616 25,797
Property, plant and equipment net of
accumulated depreciation 0 11,535
Other assets 392 10,788
Total Assets $ 4,008 $ 48,120
Summarized results of operations for discontinued businesses are as follows (in
thousands):
Three Months Ended Nine Months Ended
March 27, March 28, March 27, March 28,
1999 1998 1999 1998
Net Sales $ (77) $ 25,361 $ 11,803 $ 87,794
Cost and expenses 1,046 28,332 18,473 97,432
Net costs charged to reserves (1,123) 0 (6,670) 0
(Loss) before income taxes 0 (2,971) 0 (9,638)
Income tax (benefit) 1,331 (313)
(Loss) from discontinued operations$ 0 $ (4,302) $ 0 $ (9,325)
NOTE C-INCOME TAXES
The effective income tax rate on income from continuing
operations for the three months ended March 27, 1999 is a
negative 16%, compared to 25% for the fiscal year ended June 27,
1998. The effective income tax rate on income from continuing
operations for the nine months ended March 27, 1999 is 30% based
on projected income for the year. The tax provision for the
current quarter is calculated as the difference between the nine
months ended March 27, 1999 tax provision and the six months
ended December 27, 1998 tax provision and reflects changes in
projected income for the year.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Net sales for the third quarter of fiscal year 1999 were $109.5
million as compared to $121.5 million in the same quarter of the
prior fiscal year, a decrease of 9.9%. Sales were down in all
three business segments for both the quarter and year-to-date as
described below. For the nine months ended March 27, 1999, net
sales were $353.9 million, an 8.2% decline from $385.6 million in
the first nine months of the prior fiscal year.
Gross profit declined with the decline in sales, and gross profit
as a percent of sales also declined in the current quarter
compared to the same quarter of the prior fiscal year. For the
first nine months of the current fiscal year, gross profit
declined overall due to the decrease in sales, combined with a
slight decline in gross margin percentage compared to the same
period of the prior year.
Operating profits were $.8 million in the third quarter of fiscal
1999 as compared to an operating loss of $.2 million in the same
quarter of the prior fiscal year. The operating loss in the
third quarter of 1998 included charges of $8.9 million related to
impairment of goodwill at Delta Apparel and restructuring
reserves established at Duck Head Apparel. The operating loss in
the current quarter includes charges of $2.6 million to adjust
the carrying value of certain plant assets at Delta Apparel.
Operating profit before these charges declined by $5.7 million,
related primarily to the overall decline in gross profit
described above. Operating profit for the nine months ended
March 27, 1999 totaled $20.8 million, as compared to the $18.4
million reported in the nine months ended March 28, 1998.
Operating profit, before the charges described above, declined by
$3.9 million. This decline is related to the decrease in gross
profit previously discussed.
The Company reported a loss from continuing operations of $4.3
million in the third quarter of fiscal year 1999 as compared to $
4.3 million in the same quarter of the prior fiscal year. On a
per share basis, losses from continuing operations for the
quarter ended March 27, 1999, were $.18 on the 24.1 million
average shares outstanding as compared to $.17 per share on the
24.6 million average shares outstanding for the quarter ended
March 28, 1998. For the nine months ended March 27, 1999 the
Company reported a profit from continuing operations of $4.3
million as compared to a profit of $.9 million in the same period
of the prior year. On a per share basis, profits from continuing
operations for the nine months ended March 27, 1999 were $.18 per
share on the 24.3 million average shares outstanding as compared
to $.03 per share on the 24.6 million average shares outstanding
for the same period in the prior year. Average shares
outstanding declined as a result of the Company's stock
repurchase plan described below.
The Company recognized a pretax gain on disposal of discontinued
operations of $1.6 million during the latest quarter to reflect
an increase in anticipated proceeds from the liquidation of
Stevcoknit Fabrics Company. As was previously reported, the
Company closed on the sale of Nautilus International in the third
quarter of fiscal year 1999. According to the terms of the
agreement, the Company received $13.8 million in cash in the
third quarter, and an additional $2.5 million in cash after the
end of the quarter and the purchaser assumed approximately $1.7
million in liabilities. Proceeds have been used to pay down
short-term debt. Discontinued operations for the nine months
ended March 27, 1999 include impairment charges of $7.4 million.
Impairment charges include approximately $13.5 million for losses
at Nautilus based on a reduction in estimated net proceeds from
the sale, offset by a reduction of estimated losses at Stevcoknit
Fabrics Company of approximately $6.1 million. Losses from
discontinued operations in the quarter and year-to-date periods
of the prior fiscal year represent operating losses for periods
prior to the businesses being categorized as discontinued
operations and a net estimated loss of $37 million on the
disposal of Stevcoknit Fabrics Company. Proceeds from the
liquidation of the Stevcoknit Fabrics division have been used to
reduce indebtedness.
The net loss for the latest quarter was $2.7 million or $.11 per
share as compared to a loss of $45.6 million or $1.86 per share
in the same quarter of the prior fiscal year. The net loss for
the nine months ended March 27, 1999, was $1.9 million or $.08
per share as compared to a net loss of $45.5 million or $1.85 per
share for the nine months ended March 28, 1998.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
Inventories increased $20.1 million to $134.0 million at March
27, 1999 compared to June 27, 1998. The inventory increases
occurred primarily at Delta Apparel and Duck Head, in
anticipation of increased sales in the spring season,
and as a result of the decline in sales in the third quarter of
fiscal year 1999, as compared to the same quarter in the prior
fiscal year.
The order backlog was $126 million at March 27, 1999, a decrease
of 21% as compared to $159 million at March 28, 1999. While
backlogs declined in all three segments, the greatest percentage
declines occurred at Delta Apparel and Duck Head Apparel.
In Delta Mills Marketing Company, which manufactures and sells
finished and unfinished woven fabrics, sales declined 1% to $73
million in the third quarter of fiscal year 1999, as compared to
the same quarter of the prior fiscal year, primarily due to lower
demand for unfinished and synthetic fabric. Primarily for the
same reason, sales for the nine months ended March 27, 1999 were
down 5% to $236 million as compared to the first nine months of
the prior fiscal year. Gross margins improved slightly for the
first nine months of the fiscal year as compared to the prior
year period due to lower raw material cost and improved
manufacturing efficiencies. Gross margin percentage decreased
for the quarter ended March 27, 1999 as compared to the prior
year period due to a decline in production and prices on
unfinished greige fabric sales, and due to manufacturing
curtailment for inventory reduction. Gross profit declined in the
third quarter and nine months ended March 27, 1999, as compared
to the same periods of the prior fiscal year. Progress is being
made in shifting production from unfinished greige fabric to
fabrics used in finished products. Operating earnings for the
quarter ended March 27, 1999 were down 23% from the third quarter
of the prior fiscal year, and for the nine months ended March 27,
1999 were down 5% compared to the same nine months of the prior
fiscal year.
In Delta Apparel, the Company's T-shirt and fleece apparel
division, sales declined 19% to $20 million in the third quarter
of fiscal year 1999 as compared to the same quarter of the prior
fiscal year. Net sales for the first nine months of fiscal year
1999 decreased by 15% to $63 million. The sales declines for the
quarter ended March 27, 1999 and for the first nine months of
this fiscal year were due to lower average selling prices and
lower unit sales. The Company believes that the lower average
selling prices are the result of increased competition, lower raw
material costs, and cost savings throughout the industry brought
about by the general move of sewing production to lower wage
countries. At Delta Apparel, lower raw material costs and better
manufacturing efficiencies helped offset lower market prices on
the products manufactured by Delta Apparel. Delta Apparel's
improved gross margin percentage and gross profit on lower sales,
along with a reduction in selling and administrative costs,
contributed to a reduction in operating losses for the year-to-
date as compared to the same period of the prior fiscal year.
Delta Apparel had an operating loss of $3.4 million in the third
quarter of fiscal year 1999 as compared to a loss of $7.5 million
in the same quarter of the prior fiscal year. In the third
quarter of the prior year, the operating loss includes an
impairment charge of $7.5 million that was recorded to write off
goodwill. In the third quarter of the current year, a charge of
$2.6 million is included in gross profit to adjust the carrying
value of certain plant assets. For the nine months ended March
27, 1999, Delta Apparel had an operating loss of $4.1 million as
compared to a loss of $14.3 million in the same period of the
prior fiscal year.
Duck Head Apparel Company's sales decreased 29% and 21% in the
third quarter and first nine months of fiscal year 1999,
respectively, as compared to the same periods of the prior fiscal
year. These declines are largely due to the loss of accounts
associated with consolidation in the retail industry. Gross
margins declined as well, due to an increase in reserves for
unsold finished inventory and the impact of margin guarantees
granted to certain retailers. While fixed selling and
administrative costs have been reduced at Duck Head, these
savings have been more than offset by higher advertising cost.
Operating losses in the third quarter and first nine months of
fiscal year 1999, were $4.1 million and $5.9 million,
respectively, as compared to operating losses of $2.8 million and
$1.7 million in the third quarter and first nine months of the
prior fiscal year.
As previously reported, the Board of Directors has made the
decision to spin off to the Delta Woodside shareholders the
business segments of Duck Head Apparel Company and Delta Apparel
Company. The Company intends to seek a buyer for Delta Woodside
Industries, Inc which would then consist of Delta Mills Marketing
Company as its only operating division. The Company has hired
Prudential Securities to assist with the transaction.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
On September 15, 1998, the Company announced a plan to
repurchase, from time to time, up to 2.5 million shares of the
Company's outstanding stock at prices and at times in the
discretion of the Company's top management. . Through March 27,
1999, the Company had purchased for retirement approximately one
million shares of its Common Stock at a total cost of about $4.5
million.
The Company's focus on reducing capital investment in under-
performing businesses is improving the overall health of the
Company. Debt has been reduced by $63 million during the year
since March 28, 1998.
The Company is still cautious about the business environment for
textiles and apparel. Order backlogs are lower than at this time
last year, and there continues to be unrest in the international
business climate. Retail prices for apparel continue to stagnate
and wholesale prices for T-shirts and fleece continue to decline.
These conditions will put pressure on the Company's earnings for
the fourth quarter of fiscal 1999.
The Company has a variety of computers and systems that are
subject to Year 2000 issues. The Year 2000 problem arose because
many existing computer programs use only the last two digits to
refer to a year. Therefore, these programs do not properly
recognize a year that begins with "20" instead of the familiar
"19". If not corrected, many computer applications could fail,
or cause erroneous results. The Company has considered the
impact of Year 2000 issues on the Company's computer information
systems and other equipment that use embedded technology such as
micro-controllers, and has developed a remediation plan. The
Company's Year 2000 plan includes 1) Identification of year 2000
issues, 2) Assessment and prioritization of issues, 3)
Remediation, and 4) Testing for Year 2000 compliance. Because
the Company has a wide variety of systems and equipment at
various locations affected by the Year 2000 issue, various
aspects of the Company's Year 2000 efforts are at different
stages of progress. Most of the work now being done involves
testing of Year 2000 solutions, tracking key vendor Year 2000
compliance, and testing contingency plans. Expenditures in
fiscal 1998 for the Year 2000 project amounted to approximately
$150,000. As a part of its plan to achieve Year 2000 compliance,
the Company has decided to accelerate the schedule for
implementation of certain data collection systems. The cost of
these systems is approximately $1 million. The Company now
expects to spend approximately $1.5 million on software
improvements and remediation work in fiscal year 1999, and an
additional $.4 million in fiscal year 2000, with completion
expected by the first quarter of fiscal year 2000. Most key
vendors and customers have documented assurance of current or
planned readiness for the year 2000. The most likely worst-case
scenario is that certain non-critical business systems might
fail. The Company has developed contingency plans for all
systems that had not been remediated as of March 27, 1999.
Contingency plans include the option to disable certain systems
or to use alternate methods of providing the same or similar
service. The Company does not believe that these non-critical
systems will have a material adverse impact on the Company's
ability to generate revenue. In the event that the Company is
unable to implement all or a part of its Year 2000 plan, then
some of the Company's computer systems could fail. Any liability
or lost revenue associated with systems failure cannot be
reasonably estimated at this time.
The Company believes that the cash flow generated by its
operations and funds available under its current credit
facilities will be sufficient to service its debt, to satisfy its
day-to-day working capital requirements, to pay dividends and to
fund its planned capital expenditures.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a part of the Company's business of converting fiber to
finished fabric, the Company makes raw cotton purchase
commitments and then fixes prices with cotton merchants who buy
from producers and sell to textile manufacturers. Daily price
fluctuations are minimal, yet long-term trends in price movement
can result in unfavorable pricing of cotton. Before fixing
prices, the Company looks at supply and demand fundamentals,
recent price trends and other factors that affect cotton prices.
The Company also reviews the backlog of orders from customers as
well as the level of fixed price cotton commitments in the
industry in general. A 10% decline in market price of the
Company's fixed price contracts would have a negative impact of
approximately $5.3 million on the value of the contracts.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings*
Item 2. Changes in Securities and Use of Proceeds
Date of Type of Amount of Class of Nature of
Transaction Transaction Common Stock Persons Transaction
January 27, 1999 Issued 700 Employee Service Awards
March 1, 1999 Issued 200 Employee Service Awards
The Company believes that these issuances are exempt from
registration under the Securities Act of 1933 by reason of
Section 4(2) of the Securities Act of 1933 and as not
constituting a "sale".
Item 3. Defaults upon Senior Securities*
Item 4. Submission of Matters to a Vote of Security Holders*
Item 5. Other Information*
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits required by Item 601 of Regulation S-K
None
(b) The Company filed Form 8-K with date of February 8,
1999. Items reported were:
Item 5. Other Events
Item 7. Financial Statements and Exhibits
*Items 1, 3, 4 and 5 are not applicable
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.
Delta Woodside Industries, Inc.
(Registrant)
Date May 5, 1999 /s/ Robert W. Humphreys
Robert W. Humphreys
Vice President-Finance
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REGISTRANT'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL QUARTER
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