<PAGE> 1
UNITED STATES 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 August 31, 2000
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 0-23312
HELEN OF TROY LIMITED
---------------------
(Exact name of registrant as specified in its charter)
Bermuda 74-2692550
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Helen of Troy Plaza
El Paso, TX 79912
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (915) 225-8000
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 [ ]
As of October 2, 2000 there were 28,378,148 shares of Common Stock,
$.10 Par Value, outstanding.
<PAGE> 2
HELEN OF TROY LIMITED AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1 Consolidated Condensed Balance
Sheets as of August 31, 2000 and
February 29, 2000..............................3
Consolidated Condensed Statements
of Income for the Three and Six
Months Ended August 31, 2000 and
August 31, 1999................................5
Consolidated Condensed Statements
of Cash Flows for the Six Months
Ended August 31, 2000 and
August 31, 1999................................6
Notes to Consolidated Condensed
Financial Statements...........................7
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of
Operations.....................................9
PART II. OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders....13
Item 6 Exhibits and Reports on Form 8-K.......................13
SIGNATURES........................................................................14
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
HELEN OF TROY LIMITED AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands, except par value and shares)
<TABLE>
<CAPTION>
August 31, February 29,
2000 2000
----------- ------------
(unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 5,996 $ 34,265
Marketable securities, at market value 767 994
Receivables, principally trade, less allowance for
doubtful receivables of $2,263 at August 31, 2000
and $2,514 at February 29, 2000 72,460 52,916
Inventories 105,523 96,959
Prepaid expenses 3,880 3,919
Deferred income tax benefits 4,499 4,970
-------- --------
Total current assets 193,125 194,023
Property and equipment, net of accumulated depreciation of
$7,867 at August 31, 2000 and $6,212 at February 29, 2000 48,706 47,739
Goodwill, net of accumulated amortization of $5,598 at
August 31, 2000 and $4,569 at February 29, 2000 44,202 40,850
License agreements, at cost less accumulated amortization of $
9,913 at August 31, 2000 and $9,384 at February 29, 2000 8,607 5,504
Other assets, net of accumulated amortization 19,137 16,136
-------- --------
$313,777 $304,252
======== ========
</TABLE>
(Continued)
3
<PAGE> 4
HELEN OF TROY LIMITED AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands, except par value and shares)
<TABLE>
<CAPTION>
August 31, February 29,
2000 2000
----------- ------------
(unaudited)
<S> <C> <C>
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 450 $ 450
Accounts payable, principally trade 12,409 6,295
Accrued expenses:
Advertising and promotional 7,165 4,602
Other 16,430 15,227
Income taxes payable 12,125 13,054
-------- --------
Total current liabilities 48,579 39,628
Long-term debt 55,000 55,000
-------- --------
Total liabilities 103,579 94,628
Stockholders' equity:
Cumulative preferred stock, non-voting, $1.00 par value
Authorized 2,000,000 shares; none issued -- --
Common stock, $.10 par value. Authorized 50,000,000 shares;
28,444,333 and 28,837,609 shares issued and outstanding at
August 31, 2000 and February 29, 2000, respectively 2,844 2,884
Additional paid-in capital 52,855 53,494
Retained earnings 158,407 153,246
Minority interest in deficit of acquired subsidiary (3,908) --
-------- --------
Total stockholders' equity 210,198 209,624
Commitments and contingencies -- --
-------- --------
$313,777 $304,252
======== ========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
4
<PAGE> 5
HELEN OF TROY LIMITED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(unaudited)
(in thousands, except shares and earnings per share)
<TABLE>
<CAPTION>
Three months ended Six months ended
August 31, August 31,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 88,233 $ 71,520 $ 164,344 $ 143,708
Cost of sales 54,416 44,525 100,598 87,764
------------ ------------ ------------ ------------
Gross profit 33,817 26,995 63,746 55,944
Selling, general and administrative expenses 29,600 23,266 56,002 44,831
------------ ------------ ------------ ------------
Operating income 4,217 3,729 7,744 11,113
Other income (expense):
Interest expense (1,038) (844) (2,020) (1,380)
Other income (net) 439 5,944 843 6,403
------------ ------------ ------------ ------------
Total other income (expense) (599) 5,100 (1,177) 5,023
------------ ------------ ------------ ------------
Earnings before income taxes 3,618 8,829 6,567 16,136
Income tax expense (benefit):
Current (384) 733 16 2,220
Deferred 256 (44) 471 (70)
------------ ------------ ------------ ------------
Net earnings $ 3,746 $ 8,140 $ 6,080 $ 13,986
============ ============ ============ ============
Earnings per share:
Basic $ .13 $ .28 $ .21 $ .48
Diluted .13 .27 .21 .46
Weighted average number of common and
common equivalent shares used in
computing earnings per share:
Basic 28,479,321 29,082,717 28,598,401 29,065,592
Diluted 28,793,026 30,353,589 28,955,461 30,142,326
</TABLE>
See accompanying notes to consolidated condensed financial statements.
5
<PAGE> 6
HELEN OF TROY LIMITED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
<TABLE>
<CAPTION>
Six months ended August 31,
2000 1999
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 6,080 $ 13,986
Adjustments to reconcile net income to cash provided (used) by
operating activities:
Depreciation and amortization 4,063 3,078
Provision for doubtful receivables 67 622
Deferred taxes, net 471 (70)
Purchases of marketable securities, net of proceeds 286 (11,244)
Realized gain - marketable securities (17) (1,183)
Unrealized gain - marketable securities (42) (4,363)
Changes in operating assets and liabilities:
Accounts receivable (19,611) (8,405)
Inventory (7,162) (5,100)
Prepaid expenses 39 (594)
Accounts payable (721) 1,867
Accrued expenses 2,119 1,738
Income taxes payable (929) 1,717
---------- ----------
Net cash used by operating activities (15,357) (7,951)
Cash flows from investing activities:
Capital and license expenditures (2,663) (5,501)
Other assets (5,543) (2,130)
Cash paid for acquisition, net of cash acquired (2,205) --
---------- ----------
Net cash used by investing activities (10,411) (7,631)
Cash flows from financing activities:
Exercise of stock options 139 560
Common stock repurchases (2,640) --
---------- ----------
Net cash (used) provided by financing activities (2,501) 560
Net (decrease) in cash and cash equivalents (28,269) (15,022)
Cash and cash equivalents, beginning of period 34,265 33,691
---------- ----------
Cash and cash equivalents, end of period $ 5,996 $ 18,669
========== ==========
Supplemental cash flow disclosures:
Interest paid $ 2,020 $ 2,036
Income taxes paid, net of refunds 830 498
</TABLE>
See accompanying notes to consolidated condensed financial statements.
6
<PAGE> 7
HELEN OF TROY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
August 31, 2000
Note 1 - In the opinion of the Company, the accompanying consolidated
condensed financial statements contain all adjustments (consisting of
only normal recurring adjustments) necessary to present fairly its
financial condition as of August 31, 2000 and February 29, 2000 and the
results of its operations for the three-month and six-month periods
ended August 31, 2000 and 1999. While the Company believes that the
disclosures presented are adequate to make the information not
misleading, these statements should be read in conjunction with the
financial statements and the notes included in the Company's latest
annual report on Form 10-K.
Note 2 - The Company is involved in various claims and legal actions arising
in the ordinary course of business. In the opinion of management, the
ultimate disposition of such claims and legal actions will not have a
material adverse effect on the financial position, results of
operations, or cash flows of the Company.
Note 3 - Basic earnings per share is computed based upon the weighted
average number of common shares outstanding during the period. Diluted
earnings per share is computed based upon the weighted average number
of common shares plus the effects of dilutive securities. The number of
dilutive securities was 313,705 and 1,270,872, respectively, for the
three months ended August 31, 2000 and 1999, and 357,060 and 1,076,734,
respectively, for the six months ended August 31, 2000 and 1999. For
the three months ended August 31, 2000, dilutive securities consisted
of 246,232 dilutive stock options and 67,473 shares of common stock
contingently issuable as part of an October 1998 acquisition. Dilutive
securities for the six months ended August 31, 2000 consisted of
289,587 dilutive stock options and 67,473 contingently issuable shares.
Dilutive securities for the three months ended August 31, 1999
consisted of 1,129,644 dilutive stock options and 141,228 shares that
were contingently issuable. Dilutive securities for the six months
ended August 31, 1999 consisted of 960,647 dilutive stock options and
116,087 contingently issuable shares of common stock.
Note 4 - Included in other income for the three-month and six-month periods
ended August 31, 2000 and August 31, 1999 is income related to
marketable securities. For the three months and six months ended August
31, 2000 the Company recognized net unrealized gains of $179,000 and
$42,000, respectively from the appreciation of marketable securities.
During the first quarter of fiscal 2001, the Company sold marketable
securities, realizing total proceeds of $286,000 and a gain of $17,000.
The Company sold no securities during the second quarter of fiscal
2001. Included in net earnings for the three months and the six months
ended August 31, 1999 are $1,183,000 in net realized gains from sales
of marketable securities and $4,363,000 in net unrealized gains from
the appreciation of marketable securities. Marketable
7
<PAGE> 8
securities consist of shares of common stock of publicly traded
companies and are stated at market value, as determined by the most
recent trading price of each security as of the balance sheet date.
Management determines the appropriate classification of the Company's
investments when those investments are purchased and reevaluates those
determinations at each balance sheet date. At February 29, 2000 and at
August 31, 2000, the Company held its investments in equity securities
of unaffiliated companies for the purpose of trading them in the near
term (see Management's Discussion and Analysis of Financial Condition
and Results of Operations - Information Relating to Forward-looking
Statements). Therefore, all investments in equity securities are
classified as marketable securities.
Note 5 - On September 29, 1999, the Company's Board of Directors approved a
resolution authorizing the Company to purchase, in open market
transactions, up to 3,000,000 shares of its common stock over a period
extending to September 29, 2002. As of August 31, 2000, the Company had
repurchased 946,519 shares of its common stock under this resolution at
a total cost of $6,716,000. Between August 31, 2000 and October 2,
2000, the Company repurchased 66,185 additional shares at a total cost
of $344,410.
Note 6 - On March 14, 2000 the Company acquired a 55 percent ownership
interest in Tactica International, Inc. (Tactica) for $2,500,000. The
Company used the purchase method of accounting to record the
acquisition of Tactica and recorded goodwill of $6,170,000. That
goodwill will be amortized over a 30-year period. The results of
Tactica's operations from the acquisition date through August 31, 2000
and Tactica's financial position at that date are included in the
Company's condensed consolidated financial statements. Tactica's net
sales and results of operations for the three months ended August 31,
2000 were $5,395,000 and a net loss of $1,350,000, respectively. For
the six months ended August 31, 2000, Tactica's net sales were
$9,240,000 and its net loss was $2,012,000.
As of the date of the acquisition, Tactica had an accumulated deficit
of approximately $6,673,000. The Company has classified the minority
interest in deficit related to this acquisition as a reduction in
stockholders' equity. The Company will record 100 percent of the
earnings (or losses) of Tactica until such time as the minority
interest in deficit has been satisfied.
The Company has also agreed to fund Tactica's working capital
requirements through an intercompany revolving credit facility limited
to $17,500,000. Additionally, the Company loaned $3,500,000 to
stockholders of Tactica. The notes receivable from those stockholders
are included in other assets in the consolidated condensed balance
sheets. The notes bear interest at 8.75 percent and are due March 14,
2005.
8
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Quarter ended August 31, 2000
Second quarter net sales increased $16,713,000, or 23.4 percent, to $88,233,000
for the three months ended August 31, 2000, compared to $71,520,000 for the
three months ended August 31, 1999. Domestic sales of the Company's personal
care appliances and health care products increased in the second quarter of
fiscal 2001, versus the same period in fiscal 2000. The Company's introduction
of personal care appliances under the Sunbeam(R) brand during fiscal 2001 and
sales generated by Tactica International Inc. (Tactica), a subsidiary in which
the Company acquired a 55 percent interest in fiscal 2001, also contributed to
the second quarter domestic sales growth. International sales were also higher
for the three months ended August 31, 2000 than for the three months ended
August 31, 1999. Sales of brushes, combs, and hair accessories were lower during
the three months ended August 31, 2000 than during the same period the prior
year.
Gross profit as a percentage of sales increased to 38.3 percent for the quarter
ended August 31, 2000, from 37.7 percent for the quarter ended August 31, 1999.
Excluding Tactica sales, gross profit as a percentage of sales was 36.4 percent
for the quarter ended August 31, 2000. The decrease in gross profit as a
percentage of sales, excluding Tactica, is due to changes in the mix of products
sold.
For the three months ended August 31, 2000, selling, general and administrative
expense as a percentage of sales increased to 33.5 percent, compared to 32.5
percent for the three months ended August 31, 1999. Excluding Tactica's
operations, selling, general, and administrative expenses as a percentage of
sales for the three-month period were 28.3 percent, with the drop largely due to
lower levels of cooperative advertising and customer chargeback expenses
compared to the same period the prior year.
An increase in interest expense and a decrease in income from marketable
securities accounted for most of the change in other income (expense) to
$599,000 of expense for the three months ended August 31, 2000 from $5,100,000
of income for the three months ended August 31, 1999. Interest expense totaled
$1,038,000 for the three months ended August 31, 2000, compared to $844,000 for
the three months ended August 31, 1999. The capitalization of interest on
construction of the Company's new headquarters reduced interest expense during
the three months ended August 31, 1999. Capitalization of interest expense on
the new headquarters building ended concurrently with it being placed in
service. Additionally, other income (expense) for the three months ended August
31, 2000 included $179,000 of gains associated with marketable securities,
compared to $5,546,000 of such gains for the three months ended August 31, 1999.
The Company recorded an income tax benefit equal to 3.5 percent of pre-tax
income for the quarter ended August 31, 2000, compared to income tax expense of
7.8 percent for the quarter ended August 31, 1999. The tax benefit recorded for
the three months ended August 31, 2000 was due primarily to the Company's tax
benefits on the losses of Tactica. Exclusive of Tactica, the Company recorded
9
<PAGE> 10
tax expense at a rate of 20 percent on its pre-tax income for the three months
ended August 31, 2000. For the three months ended August 31, 1999, the Company
recorded income tax at a rate of 20 percent on all of its income, except for
$5,380,000 of its net gains on marketable securities for that period. Helen of
Troy Limited, a Bermuda company, typically holds the consolidated group's
investments in equity securities and is not subject to tax on the sale of equity
securities.
Six Months Ended August 31, 2000
Net sales for the six months ended August 31, 2000 increased $20,636,000, or
14.4 percent, when compared to the six months ended August 31, 1999. For the
six-month period ended August 31, 2000, domestic personal care appliance sales,
including sales associated with the Company's introduction of Sunbeam(R)
personal care appliances, and sales resulting from the acquisition of Tactica,
contributed significantly to the sales increase versus the same period a year
earlier. International sales also improved for the six months ended August 31,
2000, compared to the six months ended August 31, 1999. Brush, comb, and hair
accessory sales decreased for the six months ended August 31, 2000.
Gross profit as a percentage of sales for the six months ended August 31, 2000
was 38.8 percent; a level comparable to the 38.9 percent achieved in the six
months ended August 31, 1999. When the effects of Tactica sales are removed, the
Company's gross profit as a percentage of sales for the first six months of
fiscal 2001 was 37.2 percent. The decrease, after the exclusion of Tactica
sales, is due to changes in the mix of products sold.
Selling, general and administrative expenses as a percentage of sales increased
to 34.1 percent for the six months ended August 31, 2000, compared to 31.2
percent for the same period in the prior year. Excluding Tactica's operations,
selling, general, and administrative expenses as a percentage of sales for the
six-month period were 30.2 percent, with the drop largely due to lower levels of
cooperative advertising and customer chargeback expenses compared to the same
period the prior year.
Higher interest expense and decreased income from marketable securities produced
most of the change in other income (expense) to $1,177,000 of expense for the
six months ended August 31, 2000 from $5,023,000 of income for the six months
ended August 31, 1999. Interest expense totaled $2,020,000 for the six months
ended August 31, 2000, versus $1,380,000 for the six months ended August 31,
1999. The capitalization of interest on construction of the Company's new
headquarters reduced interest expense during the six months ended August 31,
1999. As noted above, capitalization of interest expense on the new headquarters
building ended concurrently with it being placed in service. Other income
(expense) for the three months ended August 31, 2000 also included $59,000 of
net gains related to marketable securities, compared to $5,546,000 of such gains
for the three months ended August 31, 1999.
Income tax expense was 7.4 percent of pre-tax income for the six months ended
August 31, 2000, versus 13.3 percent for the six months ended August 31, 1999.
As was the case for the three months ended August 31, 2000, discussed above, the
tax benefit associated with Tactica's loss for the period reduced the Company's
effective tax rate for the six-month period. The tax treatment of investment
10
<PAGE> 11
income, also covered above in the discussion of the three months ended August
31, 2000, reduced the Company's tax rate for the six months ended August 31,
1999. Other than the Tactica net loss for the six months ended August 31, 2000
and the investment income for the six months ended August 31, 1999, the Company
recorded income tax expense of 20 percent on the rest of its pre-tax income for
both six-month periods.
Liquidity and Capital Resources
The Company's working capital and current ratio were $144,546,000 and 4.0,
respectively, at August 31, 2000, compared to $154,395,000 and 4.9,
respectively, at February 29, 2000. The Company's cash and cash equivalents
balances decreased to $5,996,000 at August 31, 2000, from $34,265,000 at
February 29, 2000. The primary uses of cash during the six months ended August
31, 2000 were due to increases in inventory and accounts receivable balances, as
well as capital and license expenditures, the Tactica acquisition, and
repurchases of the Company's common stock. Accounts receivable increased because
of seasonal patterns in sales as well as the addition of Tactica in fiscal 2001.
The increase in the Company's inventory levels is due to the addition of Sunbeam
personal care appliances to its product line, as well as the March 14, 2000
acquisition of Tactica.
The Company replaced the facility that it maintained with a bank to allow the
issuance of letters of credit. The old facility expired July 31, 2000. The new
facility is limited to $4 million, bears interest at the bank's prime interest
rate plus two percent (11.5 percent at October 5, 2000), and expires August 1,
2001.
The Company's line of credit to facilitate short-term borrowings and the
issuance of additional letters of credit expired July 31, 2000. The Company
currently is negotiating with various banks regarding the replacement of this
line of credit. The Company has not had the need for short-term borrowings since
the line of credit expired and anticipates that it will be able to replace this
line of credit on acceptable terms.
The Company believes its capital resources are adequate to finance growth and to
fund its ongoing liquidity needs for the foreseeable future.
Common Stock Repurchase
On September 29, 1999, the Company's Board of Directors approved a resolution
authorizing the Company to purchase, in open market transactions, up to
3,000,000 shares of its common stock over a period extending to September 29,
2002. As of August 31, 2000, the Company had repurchased 946,519 shares of its
common stock under this resolution at a total cost of $6,716,000. Between August
31, 2000 and October 2, 2000, the Company repurchased 66,185 additional shares
at a total cost of $344,410.
11
<PAGE> 12
Information Relating to Forward-looking Statements
This report, some of the Company's press releases and some of the Company's
comments to the news media, contain certain forward-looking statements that are
based on management's current expectations with respect to future events or
financial performance. A number of risks or uncertainties could cause actual
results to differ materially from historical or anticipated results. Generally,
the words "anticipates," "believes," "expects" and other similar words identify
forward-looking statements. The Company cautions readers not to place undue
reliance on forward-looking statements. Forward-looking statements are subject
to risks that could cause such statements to differ materially from actual
results. Factors that could cause actual results to differ from those
anticipated include: (1) general industry conditions and competition, (2) credit
risks, (3) the Company's material reliance on individual customers or small
numbers of customers, (4) the Company's material reliance on certain trademarks,
(5) risks associated with inventory, including potential obsolescence, (6) risks
associated with operating in foreign jurisdictions, (7) worldwide and domestic
economic conditions, (8) the impact of current and future laws, including tax
laws and litigation, (9) uninsured losses, (10) reliance on computer systems,
(11) management's reliance on the representations of third parties, (12) risks
associated with newly acquired product lines and subsidiaries, (13) risks
associated with investments in equity securities, and (14) the risks described
from time to time in the Company's reports to the Securities and Exchange
Commission, including the Company's Annual Report on Form 10-K for the year
ended February 29, 2000.
New Accounting Guidance
In June 1998, the Financial Accounting Standards Board, ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 133). SFAS 133 establishes accounting
and reporting standards for derivative instruments and is effective for
financial statements issued for fiscal quarters of fiscal years beginning after
June 15, 2000. Earlier application is encouraged. Based on the nature of its
current operations, the Company does not expect SFAS 133 to have a material
effect on its financial statements.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101 (SAB101). The bulletin provides guidance to a large number of
revenue recognition issues and is effective no later than the fourth quarter of
fiscal years beginning after December 15, 1999. The Company does not expect
SAB101 to have a material effect on its financial statements.
12
<PAGE> 13
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Shareholders was held August 29, 2000, in El
Paso, Texas. At that meeting, the shareholders voted on the following proposal:
o Proposal 1. Election of Directors
A description of the foregoing matters is contained in the Company's Proxy
Statement dated July 17, 2000, relating to the 2000 Annual Meeting of
Shareholders.
With respect to Proposal 1, the Directors received the following votes:
<TABLE>
<CAPTION>
Authority to Vote
For Nominee Broker
For Withheld Non-Votes
<S> <C> <C> <C>
Gerald J. Rubin 22,522,160 20,654 0
Gary B. Abromovitz 22,528,719 14,095 0
Stanlee N. Rubin 22,496,977 45,837 0
Christopher L. Carameros 22,529,894 12,920 0
Byron H. Rubin 22,505,447 37,367 0
Daniel C. Montano 21,928,902 613,912 0
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
13
<PAGE> 14
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.
HELEN OF TROY LIMITED
(Registrant)
Date October 11, 2000 /s/ Gerald J. Rubin
--------------------- -------------------------------
Gerald J. Rubin
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date October 11, 2000 /s/ Russell Gibson
--------------------- -------------------------------
Russell Gibson
Senior Vice-President, Finance,
and Chief Financial Officer
(Principal Financial Officer)
14
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
