SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended........January 31, 2002........
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...0-15451...
PHOTRONICS, INC.
(Exact name of registrant as specified in its charter)
...CONNECTICUT... ...06-0854886...
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
...1061 EAST INDIANTOWN ROAD, JUPITER, FL... ...33477...
(Address of principal executive offices) (Zip Code)
...(561) 745-1222...
(Registrant's telephone number, including area code)
...................................................
(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 periods 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.
Class Outstanding at February 28, 2002
COMMON STOCK, $.01 PAR VALUE 30,394,011 SHARES
PHOTRONICS, INC.
AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION PAGE
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheet
at January 31, 2002 (unaudited) and
October 31, 2001 3
Condensed Consolidated Statement of
Earnings for the Three Months Ended
January 31, 2002 (unaudited) and
January 31, 2001 (unaudited) 4
Condensed Consolidated Statement of
Cash Flows for the Three Months Ended
January 31, 2002 (unaudited) and
January 31, 2001 (unaudited) 5
Notes to Condensed Consolidated
Financial Statements (unaudited) 6 - 9
Item 2. Management's Discussion and Analysis
of Results of Operations and
Financial Condition 9 - 13
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
2
PART I. FINANCIAL INFORMATION
ITEM I. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PHOTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
JANUARY 31, OCTOBER 31,
2002 2001
--------- ---------
(UNAUDITED)
ASSETS
- ------
Current assets:
Cash and cash equivalents $ 152,672 $ 34,684
Accounts receivable, net 66,251 70,704
Inventories 21,081 21,492
Deferred income taxes and other current assets 28,220 24,516
--------- ---------
Total current assets 268,224 151,396
Property, plant and equipment, net 414,308 402,776
Intangible assets, net 92,514 93,199
Deferred income taxes 12,844 12,840
Investments and other assets 24,785 13,327
--------- ---------
$ 812,675 $ 673,538
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Current portion of long-term debt and notes payable $ 34,563 $ 33,918
Accounts payable 38,862 37,142
Other accrued liabilities 25,510 31,604
--------- ---------
Total current liabilities 98,935 102,664
Long-term debt 325,445 188,021
Deferred income taxes and other liabilities 51,941 50,682
--------- ---------
Total liabilities 476,321 341,367
--------- ---------
Minority interest 46,648 45,010
--------- ---------
Commitments and contingencies
Shareholders' equity:
Preferred stock, $0.01 par value,
2,000 shares authorized, none issued and outstanding -- --
Common stock, $0.01 par value,
75,000 shares authorized, 30,370 shares issued and
outstanding at January 31, 2002 and 30,276 shares
issued and outstanding at October 31, 2001 304 303
Additional paid-in capital 148,187 146,378
Retained earnings 164,967 163,220
Accumulated other comprehensive loss (23,752) (22,740)
--------- ---------
Total shareholders' equity 289,706 287,161
--------- ---------
$ 812,675 $ 673,538
========= =========
See accompanying notes to condensed consolidated financial statements.
3
PHOTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED
-------------------------
JANUARY 31, JANUARY 31,
2002 2001
-------- --------
Net sales $ 95,686 $ 98,557
Costs and expenses:
Cost of sales 67,754 63,229
Selling, general and administrative 13,845 13,474
Research and development 7,131 5,856
-------- --------
Operating income 6,956 15,998
Other expense, net (3,069) (2,776)
-------- --------
Income before provision for income taxes
and minority interest 3,887 13,222
Provision for income taxes 500 3,700
-------- --------
Income before minority interest 3,387 9,522
Minority interest in income of
consolidated subsidiaries (1,640) (1,120)
-------- --------
Net income $ 1,747 $ 8,402
======== ========
Earnings per share:
Basic $ 0.06 $ 0.28
======== ========
Diluted $ 0.06 $ 0.28
======== ========
Weighted average number of common
shares outstanding:
Basic 30,313 29,714
======== ========
Diluted 31,202 34,147
======== ========
See accompanying notes to condensed consolidated financial statements.
4
PHOTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
---------------------------
JANUARY 31, JANUARY 31,
2002 2001
--------- ---------
Cash flows from operating activities:
Net income $ 1,747 $ 8,402
Adjustment to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 20,115 17,653
Other 29 704
Changes in assets and liabilities:
Accounts receivable 4,184 (7,415)
Inventories 247 (437)
Other current assets (3,767) 1,110
Accounts payable and accrued liabilities 196 10,760
--------- ---------
Net cash provided by operating activities 22,751 30,777
--------- ---------
Cash flows from investing activities:
Deposits on and purchases of property,
plant and equipment (32,616) (13,782)
Other (3,738) 4,347
--------- ---------
Net cash used in investing activities (36,354) (9,435)
--------- ---------
Cash flows from financing activities:
Repayment of long-term debt (60,740) (24,987)
Proceeds from issuance of common stock 1,344 584
Proceeds from issuance of convertible debt, net 193,431 --
--------- ---------
Net cash provided by (used in) financing activities 134,035 (24,403)
--------- ---------
Effect of exchange rate changes on cash flows (2,444) (450)
--------- ---------
Net increase (decrease) in cash and cash equivalents 117,988 (3,511)
Cash and cash equivalents at beginning of period 34,684 38,182
--------- ---------
Cash and cash equivalents at end of period $ 152,672 $ 34,671
========= =========
Cash paid during the period for:
Interest $ 4,547 $ 4,581
Income taxes $ 46 $ 155
See accompanying notes to condensed consolidated financial statements.
5
PHOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2002
(UNAUDITED)
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited Condensed Consolidated Financial Statements
have been prepared in accordance with accounting principles generally accepted
in the United States 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 accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three months ended January 31, 2002 are not necessarily
indicative of the results that may be expected for the year ending November 3,
2002. Certain amounts in the Condensed Consolidated Financial Statements for
prior periods have been reclassified to conform to the current presentation. 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 October 31, 2001.
NOTE 2 - ACQUISITION OF PKL LTD.
In 2001 the Company completed the acquisition of a majority of the
total share capital (approximately 51%) of PKL Ltd. ("PKL"), a photomask
manufacturer based in Korea, for approximately $56 million. The acquisition was
accounted for as a purchase in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 141, "Business Combinations." Accordingly, a portion of
the purchase price has been allocated to assets acquired and liabilities assumed
based upon estimated fair values at the date of acquisition, while the balance
of $38.6 million was recorded as goodwill. The purchase price allocation is
preliminary and further refinements are likely to be made upon the completion of
the final valuation. The operating results of PKL have been included in the
Consolidated Statement of Earnings from August 27, 2001, the date the Company
acquired majority share. Pursuant to an agreement with certain shareholders of
PKL, the Company may acquire an additional 1,000,000 shares, or approximately
32%, of PKL. Had the acquisition of PKL occurred at the beginning of fiscal
2001, the unaudited pro forma condensed consolidated net sales for the three
months ended January 31, 2001 would have been $109.1 million and the pro forma
net income and earnings per share for the the three months ended January 31,
2001 would have been $7.8 million and $0.26 per share, respectively. In
management's opinion, these unaudited pro forma amounts are not necessarily
indicative of what the actual combined results of operations might have been if
the acquisition of PKL had been effective at the beginning of the periods
presented.
NOTE 3 - COMPREHENSIVE INCOME
The following table summarizes comprehensive income for the three
months ended January 31, 2002 and 2001 (in thousands):
6
THREE MONTHS ENDED
-----------------------
JANUARY 31, JANUARY 31,
2002 2001
---------- ---------
Net income $ 1,747 $ 8,402
Other comprehensive income:
Unrealized gains on investments 124 142
Foreign currency translation adjustments (446) (434)
Net change in cash flow hedges (690) --
------- -------
(1,012) (292)
------- -------
Total comprehensive income $ 735 $ 8,110
======= =======
NOTE 4 - EARNINGS PER SHARE
Earnings per share ("EPS") amounts are calculated in accordance with
the provisions of SFAS No. 128, "Earnings Per Share." Basic EPS is based on the
weighted average number of common shares outstanding for the period, excluding
any dilutive common share equivalents. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted.
A reconciliation of basic and diluted EPS for the three months ended
January 31, 2002 and 2001, respectively, is as follows (in thousands, except per
share amounts).
AVERAGE
NET SHARES EARNINGS
INCOME OUTSTANDING PER SHARE
------ ------------ ---------
2002:
- -----
Basic $1,747 30,313 $0.06
Effect of potential dilution =====
from exercise of stock options - 889
------ ------
Diluted (a) $1,747 31,202 $0.06
====== ====== =====
2001:
- -----
Basic $8,402 29,714 $0.28
Effect of potential dilution =====
from exercise of stock options
and conversion of notes 1,077 4,433
------ ------
Diluted $9,479 34,147 $0.28
====== ====== =====
(a) The effect of the conversion of the Company's convertible notes for the
three months ended January 31, 2002 is anti-dilutive. If the assumed
conversion of convertible subordinated notes had been dilutive, the
incremental additional shares outstanding would have been 6,396 for the
three months ended January 31, 2002.
7
NOTE 5 - LONG TERM DEBT
On December 12, 2001 the Company sold $200 million of 4.75% Convertible
Subordinated Notes due 2006 ("Notes") in a private offering pursuant to SEC Rule
144A. The Notes are convertible into the Company's common stock at a conversion
price of $37.00 per share. Net proceeds from the issuance amounted to
approximately $193.4 million. Concurrent with the issuance of the Notes, on
December 12, 2001 the Company repaid all of the outstanding borrowings under its
Revolving Credit Agreement which amounted to $57.7 million and terminated the
agreement. The Company intends to obtain a new revolving credit agreement during
2002.
NOTE 6 - GOODWILL AND INTANGIBLE ASSETS
Effective November 1, 2001, the Company adopted SFAS No. 142, "Goodwill
and Other Intangible Assets." With the adoption of SFAS No. 142, goodwill is no
longer subject to amortization over its estimated useful life, but will be
subject to an annual assessment for impairment by applying a fair-value based
test. Within six months (by April 30, 2002) of adoption of SFAS No. 142, the
Company will complete a transitional impairment review to identify if there is
an impairment to the goodwill or intangible assets of indefinite life using a
fair value methodology. This method differs from an undiscounted cash flow
methodology which continues to be used for intangible assets with an
identifiable life. Any impairment loss resulting from the transitional
impairment test will be recorded as a cumulative effect of a change in
accounting principle for the quarter ending April 30, 2002. Subsequent
impairment losses will be reflected in operating income in the Statement of
Earnings.
As required by SFAS No. 142, the results for the prior year's quarter
have not been restated. A reconciliation of net income as if SFAS No. 142 had
been adopted is presented below for the three months ended January 31, 2001 (in
thousands).
Three Months Ended
----------------------------
January 31, January 31,
2002 2001
---------- ----------
Reported net income: $1,747 $8,402
Goodwill amortization - 254
------ ------
Adjusted net income $1,747 $8,656
====== ======
Basic and diluted earnings per share:
Reported basic and diluted earnings per share $ 0.06 $ 0.28
Goodwill amortization - 0.01
------ ------
Adjusted basic and diluted earnings per share $ 0.06 $ 0.29
====== ======
8
Goodwill at January 31, 2002 and October 31, 2001 amounted to
approximately $85.1 million. Other intangible assets, which continue to be
amortized, consist of software development costs and non-compete agreements. The
balance of other intangible assets at January 31, 2002 consists of the following
(in thousands):
Other intangible assets $12,984
Less accumulated amortization (5,595)
-------
$ 7,389
=======
Amortization expense of other intangible assets for the quarter ended
January 31, 2002 was approximately $0.7 million. Future estimated annual
amortization expense (in thousands) of other intangibles is expected to be
$2,740 in 2002, $2,707 in 2003, and $1,942 in 2004.
NOTE 7 - DERIVATIVE INSTRUMENTS, HEDGING INSTRUMENTS AND HEDGING ACTIVITY
In fiscal year 2001, the Company entered into forward currency
contracts to hedge transactions to purchase equipment to be settled in Japanese
Yen. Such derivatives were designated and qualified as cash flow hedging
instruments and were reported at fair value. These transactions were settled
during the first quarter of 2002 resulting in a loss of $1.1 million, which was
recorded in other comprehensive loss, as these hedges were highly effective, and
the forecasted purchase of equipment occurred. Therefore, the losses on the
contracts are included in Accumulated Other Comprehensive Loss and will be
amortized as a charge to earnings over the estimated useful life of the related
equipment.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
OVERVIEW
In 2001, the Company completed the acquisition of a majority equity
interest in PKL Ltd. ("PKL"), a leading Korean photomask supplier for an
aggregate purchase price of $56 million. Prior to 2001, the Company owned
approximately 6% of PKL. The acquisition was accounted for as a purchase. The
operating results of PKL have been included in the Company's Consolidated
Statement of Earnings since August 27, 2001.
In April 2001, the Company initiated a plan ("the consolidation plan")
to consolidate its global photomask-manufacturing network in order to increase
capacity utilization and manufacturing efficiencies, as well as to accelerate
the expansion of its world-class technology development. The Company initiated
the consolidation plan as the final phase of its June 2000 merger with
Align-Rite. Total consolidation and related charges associated with this plan of
$38.1 million were recorded in the second quarter of 2001. Of the total charge,
$30.6 million related to the consolidation plan and $7.5 million related to the
impairment of intangible assets.
9
The significant components of the consolidation plan included the
closing of the former Align-Rite manufacturing facilities in Burbank,
California, Palm Bay, Florida and Heilbronn, Germany. The Company anticipates
that the closing of these facilities will maximize capacity utilization at its
remaining facilities. As part of the plan, the Company reduced its work force by
approximately 120 employees.
The consolidation charge of $30.6 million includes: $4.0 million of
cash charges for severance benefits for terminated employees paid during their
entitlement periods, principally during the fourth quarter of 2001, $4.5 million
for facilities closings and lease termination costs expended over the projected
lease terms; and non-cash charges of $22.1 million that approximate the carrying
value of fixed assets that are primarily associated with the consolidation plan
based upon their expected disposition. Through January 31, 2002 cash charges of
approximately $4.6 million had been paid.
The charges also included $7.5 million that were related to the
impairment in value of associated intangible assets. It was determined during
the period that such assets no longer had any future economic benefit to the
Company because the anticipated undiscounted cumulative cash flows from these
assets were insufficient to support their carrying value.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
THREE MONTHS ENDED JANUARY 31, 2002 VERSUS JANUARY 31, 2001
The following table represents selected operating information expressed
as a percentage of net sales:
Three Months Ended
--------------------------
January 31, January 31,
2002 2001
----------- ----------
Net sales 100.0% 100.0%
Cost of sales 70.8 64.2
----- -----
Gross margin 29.2 35.8
Selling, general and
administrative expenses 14.5 13.7
Research and development expenses 7.4 5.9
----- -----
Operating income 7.3% 16.2%
===== =====
10
Net sales for the quarter ended January 31, 2002 decreased 2.9% to
$95.7 million compared with $98.6 million for the corresponding prior year
period. The decrease in sales was attributable to the continuing slow-down in
design releases for mature technology products and competitive pricing pressures
for photomasks associated with the global semiconductor downturn over the last
nine months. The decline in volume for mature technology products was somewhat
mitigated by an improved mix of high-end technology products, which have design
rules of 0.18 micron and below, and the inclusion of sales from our
majority-held subsidiary in Korea. International operations for the quarter
ended January 31, 2002 accounted for 44% of net sales as compared to 33% in the
quarter ended January 31, 2001. The Company continues to see weaknesses in
selling prices for mature technology products, but has benefited from its
continued investments in high-end manufacturing capabilities.
Gross margin for the quarter ended January 31, 2002 decreased to 29.2%
of net sales as compared to 35.8% during the corresponding period last year. The
decrease is primarily associated with lower utilization of our expanding fixed
equipment cost base coupled with decreased demand for mature technology
products. The effect from increased revenue associated with improved high-end
demand during the first quarter of 2002 was mitigated by continued investments
in the Company's global manufacturing network, including our new Korea
operation.
Selling, general and administrative expenses increased 2.8% to $13.8
million for the quarter ended January 31, 2002, compared with $13.5 million for
the same period in the prior fiscal year. As a percentage of net sales, selling,
general and administrative expenses increased to 14.5% as compared to 13.7% for
the same period in the prior fiscal year. Increased selling, general and
administrative expenses associated with the inclusion of our new Korean
subsidiary were mitigated by efficiencies realized from the Company's 2001
consolidation plan.
Research and development expenses for the quarter ended January 31,
2002 increased to $7.1 million compared with $5.9 million for the same period in
the prior fiscal year. This increase reflects continued development of advanced,
subwavelength reticle solutions and inclusion of our Korean subsidiary. Research
and development was 7.4% of net sales for the quarter ended January 31, 2002,
compared to 5.9% in the corresponding prior year period.
Net other expense of $3.1 million for the quarter ended January 31,
2002 increased $0.3 million compared to the quarter ended January 31, 2001. The
increase from last year is due to higher interest costs associated with
increased borrowings resulting from our $200 million convertible debt issuance
in December and borrowings associated with the Korean acquisition.
Minority interest of $1.6 million for the three months ended January
31, 2002 reflects the minority interest in earnings of the Company's
subsidiaries in Taiwan and Korea.
Net income for the three months ended January 31, 2002, decreased to
$1.7 million, or $0.06 per basic and diluted share. These amounts compare to
$8.4 million, or $0.28 per basic and diluted share, for the corresponding prior
year period.
11
LIQUIDITY AND CAPITAL RESOURCES
On December 12, 2001 the Company sold $200 million of 4.75% Convertible
Subordinated Notes due 2006 ("Notes") in a private offering pursuant to SEC Rule
144A. The Notes are convertible into the Company's common stock at a conversion
price of $37.00 per share. Net proceeds from the issuance amounted to
approximately $193.4 million. Concurrent with the issuance of the Notes, on
December 12, 2001 the Company repaid all of the outstanding borrowings under its
Revolving Credit Agreement which amounted to $57.7 million and terminated the
agreement. The Company intends to obtain a new revolving credit agreement during
2002.
The Company's working capital at January 31, 2002 increased to $169.3
million compared to $48.7 million at October 31, 2001, primarily as a result of
the net proceeds received from the convertible debt offering. Cash and cash
equivalents at January 31, 2002 were $152.7 million compared to $34.7 million at
October 31, 2001. Cash provided by operating activities for the quarter ended
January 31, 2002 decreased to $22.8 million compared to $30.8 million for the
quarter ended January 31, 2001, primarily as a result of reduced net income.
Cash used in investing activities of $36.4 million consisted principally of
capital equipment purchases. The Company expects capital expenditures for 2002
to be approximately $125 million, which will be used primarily to expand the
Company's high-end technical capability. Cash flows provided by financing
activities of $134.0 million consisted of the net proceeds from the $200 million
convertible note issuance, offset by the repayment of the Company's revolving
credit agreement.
Photronics' commitments represent investments in additional
manufacturing capacity as well as advanced equipment for the production of
high-end photomasks. At January 31, 2002, Photronics had commitments outstanding
for capital expenditures of approximately $85.0 million. Additional commitments
for capital expenditures are expected to be incurred during fiscal 2002.
Photronics will continue to use its working capital to finance its capital
expenditures. Photronics believes that its currently available resources,
together with its capacity for substantial growth and its access to other debt
and equity financing sources, are sufficient to satisfy its currently planned
capital expenditures, as well as its anticipated working capital requirements
for the foreseeable future.
EFFECT OF NEW ACCOUNTING STANDARDS
In October 2001, the Financial Accounting Standards Board issued SFAS
No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS
144 becomes effective for the Company's financial statements issued for fiscal
year 2003. The Company does not expect the pronouncements to have a material
impact on its consolidated financial position, consolidated results of
operations or consolidated cash flows.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company, in the normal course of doing business, is exposed to the
risks associated with foreign currency exchange rates and changes in interest
rates.
12
FOREIGN CURRENCY EXCHANGE RATE RISK
The Company conducts business in several major international currencies
through its worldwide operations, and as a result, is subject to changes in
foreign exchange rates of the various currencies. Changes in exchange rates can
positively or negatively affect the Company's sales, gross margins and retained
earnings. The Company attempts to minimize currency exposure risk by producing
its products in the same country or region in which the products are sold so it
can manage its working capital by generating revenues and incurring expenses in
the same currency. There can be no assurance that this approach will be
successful, especially in the event of a significant and sudden decline in the
value of any of the international currencies in the Company's worldwide
operations. The Company does not engage in purchasing forward exchange contracts
for speculative purposes.
INTEREST RATE RISK
The majority of the Company's borrowings are in the form of its
convertible subordinated notes, which bear interest rates ranging from 4.75% to
6.0% and secured notes payable which bear interest between approximately 4.5%
and 7.3%. The Company does not expect changes in interest rates to have a
material effect on income or cash flows in 2002, although there can be no
assurances that interest rates will not change significantly.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See Exhibits Index.
(b) Reports on Form 8-K
On December 13, 2001 the Company filed a current report
on Form 8-K announcing the sale of $175,000,000 of 4
3/4% Convertible Subordinated Notes due 2006.
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.
PHOTRONICS, INC.
Registrant
By: /s/ SEAN T. SMITH
-----------------
Sean T. Smith
Vice President
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
DATE: MARCH 13, 2002
13
