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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the quarterly period ended June 30, 2001.
[ ] 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: 0-14146
WOMEN'S GOLF UNLIMITED, INC.
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(Exact Name of Registrant as Specified in its Charter)
New Jersey 22-2388568
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18 Gloria Lane, Fairfield, NJ 07004
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(Address of Principal Executive Office) (Zip Code)
(973) 227-7783
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(Registrant's telephone number, including area code)
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
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On June 30, 2001, 3,223,039 shares of common stock, $.01 par value, were issued
and outstanding.
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WOMEN'S GOLF UNLIMITED, INC.
(Formerly known as S2 Golf Inc.)
FORM 10-Q
For Quarterly Period Ended JUNE 30, 2001
INDEX
PART I. FINANCIAL INFORMATION Page Number
Item 1. FINANCIAL STATEMENTS
Balance Sheets -
June 30, 2001 and December 31, 2000 2
Statements of Operations -
Three Months Ended June 30, 2001
and June 30, 2000 3
Statements of Operations -
Six Months Ended June 30, 2001
And June 30, 2000 4
Statements of Cash Flows -
Six Months Ended June 30, 2001
and June 30, 2000 5
Notes to Financial Statements 6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7
Item 3. QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK 8
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K 9
SIGNATURES 9
EXHIBIT INDEX 10
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WOMEN'S GOLF UNLIMITED, INC.
(FORMERLY KNOWN AS S2 GOLF INC.)
BALANCE SHEETS
AS OF JUNE 30, 2001 (UNAUDITED)
AND DECEMBER 31, 2000 (AUDITED)
June 30, December 31,
2001 2000
---- ----
ASSETS
Current Assets
Cash $ 6,422 $ 9,886
Accounts Receivable - Net 4,520,298 3,567,768
Inventories 5,043,534 4,046,122
Prepaid Expenses 268,386 205,982
Deferred Income Taxes 226,000 214,000
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Total Current Assets 10,064,640 8,043,758
Plant and Equipment - Net 167,678 195,907
Non-Current Deferred Income Taxes 0 6,000
Goodwill 5,133,011 5,307,919
Other Assets - Net 118,533 125,056
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Total Assets $15,483,862 $13,678,640
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current Portion Long Term-Debt $ 1,307,242 $ 1,447,189
Short -Term Borrowings 4,485,146 3,460,828
Accounts Payable 1,764,912 936,614
Accrued Expenses 507,857 442,335
Other Current Liabilities 55,771 83,847
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Total Current Liabilities 8,120,928 6,370,813
Long-Term Liabilities
Long-Term Debt, less current portion 350,000 509,847
Other Long-Term Liabilities 6,036 2,258
Non-Current Deferred Income Taxes 1,000 0
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Total Liabilities 8,477,964 6,882,918
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Shareholders' Equity
Common Stock, $.01 Par; 12,000,000 Shares
Authorized: 3,223,039 & 3,223,039 Issued
& Outstanding at June 30, 2001 and
December 31, 2000, respectively 32,231 32,231
Additional Paid-in Capital 6,347,757 6,347,757
Retained Earnings 625,910 415,734
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Total Shareholders' Equity 7,005,898 6,795,722
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Total Liabilities and Shareholders' Equity $15,483,862 $13,678,640
=========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
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WOMEN'S GOLF UNLIMITED, INC.
(FORMERLY KNOWN AS S2 GOLF INC.)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
JUNE 30, 2001 AND JUNE 30, 2000
(UNAUDITED)
June 30, June 30,
2001 2000
---- ----
Net Sales $ 5,402,339 $ 3,927,376
Cost of Goods Sold 3,055,164 2,473,059
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Gross Profit 2,347,175 1,454,317
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Operating Expenses:
Selling 1,413,268 561,055
General & Administrative 741,158 375,863
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Total Operating Expenses 2,154,426 936,918
Operating Income 192,749 517,399
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Other (Income) Expense
Interest 140,144 36,608
Other (100,993) 46
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39,151 36,654
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Income Before Income Taxes 153,598 480,745
Provision for Income Taxes 117,350 192,040
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Net Income $ 36,248 $ 288,705
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Earnings per Common Share - Basic $ 0.01 $ 0.13
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- Diluted $ 0.01 $ 0.13
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Weighted Average Number of Common Shares Outstanding -
Basic 3,223,039 2,220,113
Diluted 3,323,713 2,280,906
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
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WOMEN'S GOLF UNLIMITED, INC.
(FORMERLY KNOWN AS S2 GOLF INC.)
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED
JUNE 30, 2001 AND JUNE 30, 2000
(UNAUDITED)
June 30, June 30,
2001 2000
---- ----
Net Sales $ 9,923,934 $ 6,792,046
Cost of Goods Sold 5,705,055 4,386,886
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Gross Profit 4,218,879 2,405,160
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Operating Expenses:
Selling 2,236,901 994,189
General & Administrative 1,402,617 682,016
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Total Operating Expenses 3,639,518 1,676,205
Operating Income 579,361 728,955
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Other (Income) Expense
Interest 249,914 57,299
Other (141,452) 46
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108,462 57,345
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Income Before Income Taxes 470,899 671,610
Provision for Income Taxes 260,723 268,868
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Net Income $ 210,176 $ 402,742
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Earnings per Common Share - Basic $ 0.06 $ 0.18
=========== ===========
- Diluted $ 0.06 $ 0.18
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Weighted Average Number of Common Shares Outstanding -
Basic 3,223,039 2,220,113
Diluted 3,324,768 2,275,221
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
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WOMEN'S GOLF UNLIMITED, INC.
(FORMERLY KNOWN AS S2 GOLF INC.)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED
JUNE 30, 2001 AND JUNE 30, 2000
(UNAUDITED)
June 30, June 30,
2001 2000
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OPERATING ACTIVITIES
Net Income $ 210,176 $ 402,742
Adjustments to Reconcile Net Income to Net Cash Provided
By (Used In) Operating Activities:
Depreciation 54,168 31,564
Amortization 182,826
Deferred Income Taxes (6,000) (15,900)
Allowance for Doubtful Accounts 156,111
Changes in Assets and Liabilities:
Accounts Receivable (1,108,641) (783,554)
Inventories (997,412) (332,181)
Prepaid Expenses (62,404) 17,519
Other Assets 6,523 0
Accounts Payable 828,298 265,012
Accrued Expenses 65,522 456,609
Other Current and Non-Current Liabilities (23,298) (29,980)
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NET CASH PROVIDED BY (USED IN) OPERATIONS (694,131) 11,831
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NET CASH USED IN INVESTING ACTIVITIES
Purchase of Equipment (33,857) (48,694)
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FINANCING ACTIVITIES
Repayments of Long-Term Debt (299,794) 0
Proceeds from Revolving Line of Credit, Net 1,024,318 36,863
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NET CASH PROVIDED BY FINANCING ACTIVITIES 724,524 36,863
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DECREASE IN CASH (3,464) 0
CASH - BEGINNING OF PERIOD 9,886 150
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CASH - END OF PERIOD $ 6,422 $ 150
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SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash Paid During the Period for:
Interest $ 249,914 $ 57,299
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Income Taxes $ 133,840 $ 0
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
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NOTES TO FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited financial statements of Women's Golf Unlimited, Inc.,
formerly S2 Golf Inc., (the "Company") have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial reporting. In the opinion of management, all material
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the six months ended
June 30, 2001 are not necessarily indicative of the results that may be expected
for the fiscal year ending December 31, 2001. The unaudited financial statements
and related notes are presented as permitted by Form 10-Q and do not contain
certain information included in the Company's annual financial statements and
notes thereto. For further information, refer to the Company's annual financial
statements and notes thereto included in the Company's annual consolidated
report on Form 10-K for the fiscal year ended December 31, 2000.
1) EARNINGS PER SHARE
Basic earnings per share ("EPS") excludes dilution and is computed by dividing
net income available to common stockholders by the weighted average number of
common shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if stock options or other contracts to issue common
stock were exercised and resulted in the issuance of common stock that then
shared in the earnings of the Company. Diluted EPS is computed using the
treasury stock method when the effect of common stock equivalents would be
dilutive. The only reconciling item between the denominator used to calculate
basic EPS and the denominator used to calculate diluted EPS is the dilutive
effect of stock options issued to employees of the Company and other parties.
The Company has issued no other potentially dilutive common stock equivalents.
2) NEW ACCOUNTING PRONOUNCEMENT
In July 2001, the Financial Accounting Standard Board ("FASB") issued SFAS No.'s
141 and 142, "Business Combinations" and "Goodwill and Other Intangibles". FASB
141 requires all business combinations initiated after June 30, 2001 to be
accounted for using the purchase method. Under FASB 142, effective the first
quarter of the year ending December 31, 2002, goodwill is no longer subject to
amortization over its estimated useful life. Rather, goodwill is subject to at
least an annual assessment for impairment applying a fair-value based test.
Additionally, an acquired intangible asset should be separately recognized if
the benefit of the intangible asset is obtained through contractual or other
legal rights, or if the intangible asset can be sold, transferred, licensed,
rented or exchanged, regardless of the acquirer's intent to do so. The Company
is in the process of determining the impact of these pronouncements on its
financial position and results of operations.
INVENTORIES
Inventories are valued at the lower of cost, determined on the basis of the
first-in, first-out method, or market. Inventories at June 30, 2001 and December
31, 2000 consisted of the following components:
6/30/01 12/31/00
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Raw Materials $4,287,004 $3,404,600
Finished Goods 756,530 641,522
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$5,043,534 $4,046,122
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SHORT TERM BORROWINGS
The Company has a secured revolving line of credit allowing a maximum credit
limit of $8,000,000, less 50% of the aggregate face amount of all outstanding
letters of credit, and subject to various borrowing bases through September 30,
2003. The availability of funds under this line of credit varies as it is based,
in part, on a borrowing base of 80% of eligible accounts receivable and 60% of
qualified inventory. Substantially all of the Company's assets are used as
collateral for the credit line. Interest rates are at prime plus one-quarter
percent, paid monthly; the interest rate was 7.00% as of June 30, 2001 and 9.75%
as of December 31, 2000. The Company's availability on the line of credit, as of
June 30, 2001, was approximately $ 1,076,000.
The credit facility contains certain covenants, which, among other items,
require the maintenance of certain financial ratios including tangible net worth
and working capital. Any event of default under the credit facility permits the
lender to cease making additional loans thereunder. The Company was in
compliance with all covenants and conditions of the facility as of June 30,
2001.
QUARTERLY ENDS
The Company reports its interim financial statements as of the Friday closest to
month-end of the quarter. Therefore, the interim quarters for fiscal 2001 will
end on March 30, 2001, June 30, 2001, and September 28, 2001. The Company
reports its year-end financial statements as of December 31.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Net Sales for the three-month and six-month periods ended June 30, 2001 were
$5,402,339 and $9,923,934 respectively, compared to $3,927,376 and $6,792,046
for the same periods in 2000. Management attributes this 46.1% increase in sales
over the same period in the prior year primarily due to the acquisitions of the
Nancy Lopez and Lady Fairway product lines. These acquisitions accounted for
$3,576,000 of the $ 3,131,888 increase, offset by a decline of $ 442,112 in the
Square Two brand. The primary reason for the decline in the Square Two brand was
a softening of demand for the men's clubs. The Square Two women's clubs
increased 3%.
Gross profit as a percentage of sales for the three-month and six-month periods
ended June 30, 2001 was 43.4% and 42.5% respectively, as compared to 37.0% and
35.4% for the same periods in 2000. Management attributes this increase to the
higher margin sales of the NancyLopezGolf brand and the Lady Fairway brand along
with lower component pricing for the Square Two brand.
Selling expenses for the three-month and six-month periods ended June 30, 2001
were $1,413,268 and $2,236,901, compared to $561,055 and $994,189 for the same
periods in 2000. This is the result of increased expenses of approximately
$236,000 due to Lady Fairway acquisition, as well as increased television
advertising, PGA show expense, and commissions. In addition, the company
incurred player endorsements during the six-month period ended June 30, 2001
that did not exist in the six-month period ended June 30, 2000, which was
approximately $ 100,000.
General and Administrative expenses for the three-month and six-month periods
ended June 30, 2001 were $741,158 and $1,402,617 respectively, compared to
$375,863 and $682,016 for the same periods in 2000. This is due primarily to
increased expenses of approximately $ 419,000 due to Lady Fairway acquisition as
well as increased salaries and wages, public company expense, professional and
legal fees and Amortization of Goodwill for both NancyLopezGolf and Lady
Fairway.
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Interest expense for the three-month and six-month periods ended June 30, 2001
was $140,144 and $249,914 respectively, compared to $ 36,608 and $57,299 for the
same periods in 2000. The average loan balance for the six-month period ended
June 30, 2001 was $5,209,820 compared to an average loan balance of $1,333,438
for the six-month period ended June 30, 2000. The increase in the average
outstanding balance resulted mainly from the NancyLopezGolf acquisition, as well
as increased inventory. The NancyLopezGolf acquisition, which occurred on July
31, 2000, was a cash purchase of approximately $ 3,645,000 after post-closing
adjustments, which the Company funded with a term loan of $ 900,000 and the
existing line of credit. Interest expense for the six-month period ended June
30, 2001 also includes $50,000 projected interest expense on the Promissory Note
with a maturity date of December 31, 2001 that the Company issued in connection
with the Lady Fairway acquisition.
Other (Income)/Expense for the three-month and six-month periods ended June 30,
2001 was $100,993 and $ 141,452 respectively, compared to $0 and an expense of
$46 for the same periods in 2000. This increase is due royalty income from
international distributors.
The provision for income taxes was $260,723 for the six-month period ended June
30, 2001 compared to $268,868 for the same six-month period in 2000.
The Company's net income for the three-month and six-month periods ended June
30, 2001 was $36,248 and $210,176 respectively, compared to $288,705 and
$402,742 for the same periods in 2000. This decrease was the result of a 46.1%
increase in net revenue, gross margins improving to 42.5%, offset by increased
selling, general and administrative, interest and other expense due to the Nancy
Lopez and Lady Fairway acquisition.
FINANCIAL CONDITION AND LIQUIDITY
The Company's working capital increased by $270,767 for the six-month period
ended June 30, 2001. Current assets increased by $2,020,882, offset by an
increase in current liabilities of $1,750,115. Accounts receivable increased by
approximately $953,000, inventory increased by approximately $997,000, for the
six-month period ended June 30, 2001, which was typical for the Company due to
the cyclical nature of the Golf Industry. In addition, Prepaid expenses
increased approximately $62,000. The Company's short-term borrowing increased by
approximately $1,024,000, which was a result of increased inventory. In
addition, accounts payable increased by approximately $828,000 for the six-month
period ended June 30, 2001.
Cash used by operations was $694,131 for the six-month period ended June 30,
2001, compared to cash provided of $ 11,831 for the same period ended June 30,
2000. Cash provided by financing activities totaled $724,524 for the six-month
period ended June 30, 2001 and $36,863 for the same six-month period in 2000.
During the six-month period ended June 30, 2001 cash used for the payment of
equipment purchased was $33,857. Interest charges on short and long-term
borrowings were $249,914.
PART II. OTHER INFORMATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The exhibits listed on the attached Exhibit Index are filed as part of this
report.
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.
WOMEN'S GOLF UNLIMITED, INC.
08/14/2001 /s/ Douglas A. Buffington
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Dated By:
Douglas A. Buffington
President and Chief
Operating Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT*
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3.1 Amended and Second Restated Certificate of Incorporation of the registrant dated June 28, 1991 (incorporated by reference
to Exhibit 3.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1991).
3.2 Amended and Restated By-laws of the registrant dated December 6, 1991 (incorporated by reference to Exhibit 3.2 of the
registrant's Annual Report on Form 10-K for the year ended December 31, 1991).
3.3 Certificate of Amendment to the Amended and Second Restated Certificate of Incorporation of S2 Golf Inc. (incorporated
by reference to Exhibit 99.0 to the registrant's Current Report on form 8-K reporting the event dated June 12, 2001).
4.1 Common Stock Purchase Warrant in favor of Wesmar Partners dated February 28, 1988 (incorporated by reference to Exhibit
4.4 of the registrant's Registration Statement No. 33-37371 on Form S-3).
4.2 Common Stock Purchase Warrant in favor of Wesmar Partners dated February 28, 1988 (incorporated by reference to Exhibit
4.5 of the registrant's Registration Statement No. 33-37371 on Form S-3).
4.3 Stock Option Agreement between the registrant and Wesmar Partners dated February 29, 1988 (incorporated by reference to
Exhibit 4.6 of the registrant's Registration Statement No. 33-37371 on Form S-3).
10.0 Loan and Security Agreement between the registrant and Midlantic Bank, National Association dated December 29, 1994
(incorporated by reference to Exhibit 99 of the registrant's Current Report on Form 8-K dated December 26, 1994).
10.1 First Amendment to Loan and Security Agreement between the registrant and Midlantic Bank, National Association made as of
April 9, 1996 (incorporated by reference to Exhibit 10.1 of the registrant's Annual Report on Form 10-K for the year
ended December 31, 2000).
10.2 Second Amendment to Loan and Security Agreement between registrant and PNC Bank, National Association as successor in
interest of Midlantic Bank, National Association made as of December 1, 1997 (incorporated by reference to Exhibit 10.12
of the registrant's Annual Report on Form 10-K for the year ended December 31, 1997).
10.3 Fourth Amendment to Loan and Security Agreement between the registrant and PNC Bank, National Association dated as of
July 31, 2000 (incorporated by reference to Exhibit 10.14 to the registrant's Registration Statement No. 333-47908 on
Form S-4).
10.4 Fifth Amendment to Loan and Security Agreement between the registrant and PNC Bank, National Association made of January
3, 2001 (incorporated by reference to Exhibit 10.4 of the registrant's Annual Report on Form 10-K for the year ended
December 31, 2000).
12
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT*
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10.5 Lease Agreement between the registrant and 12 Gloria Lane Limited Partnership dated June 22, 1989 (incorporated by
reference to Exhibit 10.6 of the registrant's Registration Statement No. 33-37371 on Form S-3).
10.6 Modification of Lease Agreement between the registrant and 12 Gloria Lane Industrial Partnership dated October 3, 1995
(incorporated by reference to Exhibit 10.2 of the registrant's Annual Report on Form 10-K for the year ended December 31,
1995).
10.7 Lease Modification, Extension, Assignment, Assumption and Consent among Joel Levy as Successor Land Trustee of Trust
Number One under Unrecorded Land Trust Agreement dated as of November 29, 1999, Ladies Golf Equipment Company, Inc. and
S2 Golf Acquisition Corp., as dated as of December 29, 2000 (incorporated by reference to Exhibit 10.7 of the
registrant's Annual Report on Form 10-K for the year ended December 31, 2000).
10.8 Amended and Restated Licensing Agreement between Ladies Professional Golf Association and the registrant dated January 1,
1999 (incorporated by reference to Exhibit 10.2 of the registrant's Annual Report on form 10-K for the year ended
December 31, 1999).
10.9 Endorsement Agreement between the registrant and Kathy Whitworth dated October 13, 1999 (incorporated by reference to
Exhibit 10.13 to the registrant's Annual Report on Form 10-K for the year ended December 31, 1999).
10.10 Licensing Agreement between Nancy Lopez Enterprises, Inc. and the registrant made as of July 31, 2000 (incorporated by
reference to Exhibit 10.10 of the registrant's Annual Report on Form 10-K for the year ended December 31, 2000).
10.11 License Agreement between the registrant and Raymond Lanctot Ltee/Ltd. dated June 28, 1999 (incorporated by reference to
Exhibit 10.12 to the registrant's Annual Report on Form 10-K for the year ended December 31, 1999).
10.12 Asset Purchase Agreement among the registrant, APGC Holdings Company, LLC and The Arnold Palmer Golf Company dated July
31, 2000 (incorporated by reference to Exhibit 2.0 to the registrant's Current Report on Form 8-K reporting the event
dated July 31, 2000).
10.13 Agreement and Plan of Reorganization, dated as of June 22, 2000, among the registrant, S2 Golf Acquisition Corp., Ladies
Golf Equipment Company, Inc., James E. Jones and Brian Christopher (incorporated by reference to Exhibit 2.0 of the
registrant's Registration Statement No. 333-47908 on Form S-4).
10.14 1992 Stock Plan for Independent Directors of S2 Golf Inc. dated December 29, 1992 (incorporated by reference to Exhibit
10.11 to the registrant's Annual Report on Form 10-K for the year ended December 31, 1992).
10.15** 1998 Employee Stock Plan of the registrant (incorporated by reference to Exhibit 10.15 to the registrant's Annual Report
on Form 10-K for the year ended December 31, 2000).
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT*
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10.16** Agreement between the registrant and Randy A. Hamill dated January 2, 1997 (incorporated by reference to Exhibit 10.10 to
the registrant's Annual Report on Form 10-K for the year ended December 31, 1997).
10.17** Employment Agreement between the registrant and Douglas A. Buffington, made April 3, 2001 and effective as of January 1,
2001 (incorporated by reference to Exhibit 10.17 of the registrant's Quarterly Report on Form 10-Q for the quarter ended
March 30, 2001).
10.18** Consulting Services Agreement between the registrant and MR & Associates made as of December 15, 2000, effective as of
January 1, 2000 (incorporated by reference to Exhibit 10.18 of the registrant's Annual Report on Form 10-K for the year
ended December 31, 2000).
10.19** Employment Agreement among the registrant, S2 Golf Acquisition Corp. and James E. Jones dated as of January 1, 2001
(incorporated by reference to Exhibit 10.19 of the registrant's Annual Report on Form 10-K for the year ended December
31, 2000).
10.20 Agreement and Plan of Merger between the registrant and S2 Golf Acquisition Corp. dated as of June 15, 2001.
* In the case of incorporation by reference to documents filed by the registrant under the Exchange Act, the registrant's
file number under the Act is 0-14146.
** Management contract or management compensatory plan or arrangement.