DELAWARE
(State or other jurisdiction of incorporation or organization)
|
20-8159608
(I.R.S. Employer Identification No.)
|
|
Yes
|
X
|
|
No
|
|
|
|
Yes
|
X
|
|
No
|
|
|
Large accelerated filer
|
X
|
|
Accelerated filer
|
|
|
|
|
|
|
Non-accelerated filer
|
|
|
Smaller reporting company
|
|
|
Yes
|
|
|
No
|
X
|
|
HIBBETT SPORTS, INC.
|
|||
|
|||
INDEX
|
|||
|
Page
|
||
|
|||
PART I. FINANCIAL INFORMATION
|
|||
|
|||
Item 1.
|
|||
|
|
|
|
|
Unaudited Condensed Consolidated Balance Sheets at August 2, 2014 and February 1, 2014
|
2
|
|
|
|||
|
Unaudited Condensed Consolidated Statements of Operations for the thirteen and twenty-six weeks ended August 2, 2014 and August 3, 2013
|
3
|
|
|
|||
|
Unaudited Condensed Consolidated Statements of Cash Flows for the twenty-six weeks ended August 2, 2014 and August 3, 2013
|
4
|
|
|
|||
|
5
|
||
|
|||
Item 2.
|
10
|
||
|
|||
Item 3.
|
15
|
||
|
|||
Item 4.
|
16
|
||
|
|||
PART II. OTHER INFORMATION
|
|||
|
|||
Item 1.
|
16
|
||
|
|||
Item 1A.
|
16
|
||
|
|||
Item 2.
|
17
|
||
|
|||
Item 3.
|
17
|
||
|
|||
Item 4.
|
17
|
||
|
|||
Item 5.
|
17
|
||
|
|||
Item 6.
|
17
|
||
|
|
|
|
|
17
|
||
|
|
|
|
|
18
|
ASSETS
|
August 2, 2014
|
February 1, 2014
|
||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
81,447
|
$
|
66,227
|
||||
Inventories, net
|
227,866
|
226,545
|
||||||
Other current assets
|
32,937
|
30,877
|
||||||
Total current assets
|
342,250
|
323,649
|
||||||
|
||||||||
Property and equipment
|
212,127
|
211,204
|
||||||
Less accumulated depreciation and amortization
|
119,520
|
125,190
|
||||||
Property and equipment, net
|
92,607
|
86,014
|
||||||
|
||||||||
Other assets, net
|
6,583
|
6,682
|
||||||
Total Assets
|
$
|
441,440
|
$
|
416,345
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS' INVESTMENT
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$
|
92,593
|
$
|
74,532
|
||||
Accrued payroll expenses
|
6,848
|
8,464
|
||||||
Deferred rent
|
4,044
|
3,792
|
||||||
Short-term capital lease obligations
|
386
|
322
|
||||||
Other accrued expenses
|
5,820
|
4,304
|
||||||
Total current liabilities
|
109,691
|
91,414
|
||||||
|
||||||||
Deferred rent
|
14,416
|
13,803
|
||||||
Other liabilities, net
|
7,565
|
7,105
|
||||||
Total liabilities
|
131,672
|
112,322
|
||||||
|
||||||||
Stockholders' Investment:
|
||||||||
Preferred stock, $.01 par value, 1,000,000 shares authorized, no shares issued
|
-
|
-
|
||||||
Common stock, $.01 par value, 80,000,000 shares authorized, 38,451,588 and 38,202,486 shares issued at August 2, 2014 and February 1, 2014, respectively
|
385
|
382
|
||||||
Paid-in capital
|
161,339
|
154,533
|
||||||
Retained earnings
|
529,239
|
492,471
|
||||||
Treasury stock, at cost; 13,090,237 and 12,389,531 shares repurchased at August 2, 2014 and February 1, 2014, respectively
|
(381,195
|
)
|
(343,363
|
)
|
||||
Total stockholders' investment
|
309,768
|
304,023
|
||||||
Total Liabilities and Stockholders' Investment
|
$
|
441,440
|
$
|
416,345
|
|
Thirteen Weeks Ended
|
Twenty-Six Weeks Ended
|
||||||||||||||
|
August 2, 2014
|
August 3, 2013
|
August 2, 2014
|
August 3, 2013
|
||||||||||||
Net sales
|
$
|
193,918
|
$
|
186,235
|
$
|
455,827
|
$
|
426,228
|
||||||||
Cost of goods sold, including distribution center and store occupancy costs
|
129,510
|
122,308
|
293,223
|
271,424
|
||||||||||||
Gross profit
|
64,408
|
63,927
|
162,604
|
154,804
|
||||||||||||
|
||||||||||||||||
Store operating, selling and administrative expenses
|
46,625
|
43,642
|
95,577
|
88,754
|
||||||||||||
Depreciation and amortization
|
4,060
|
3,319
|
7,640
|
6,644
|
||||||||||||
Operating income
|
13,723
|
16,966
|
59,387
|
59,406
|
||||||||||||
|
||||||||||||||||
Interest expense, net
|
70
|
42
|
144
|
88
|
||||||||||||
Income before provision for income taxes
|
13,653
|
16,924
|
59,243
|
59,318
|
||||||||||||
|
||||||||||||||||
Provision for income taxes
|
5,273
|
6,382
|
22,475
|
22,562
|
||||||||||||
Net income
|
$
|
8,380
|
$
|
10,542
|
$
|
36,768
|
$
|
36,756
|
||||||||
|
||||||||||||||||
Earnings per share:
|
||||||||||||||||
Basic
|
$
|
0.33
|
$
|
0.41
|
$
|
1.43
|
$
|
1.42
|
||||||||
Diluted
|
$
|
0.32
|
$
|
0.40
|
$
|
1.42
|
$
|
1.40
|
||||||||
|
||||||||||||||||
Weighted average shares outstanding:
|
||||||||||||||||
Basic
|
25,555
|
25,950
|
25,700
|
25,929
|
||||||||||||
Diluted
|
25,806
|
26,318
|
25,968
|
26,323
|
|
Twenty-Six Weeks Ended
|
|||||||
|
August 2, 2014
|
August 3, 2013
|
||||||
Cash Flows From Operating Activities:
|
||||||||
Net income
|
$
|
36,768
|
$
|
36,756
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
7,640
|
6,644
|
||||||
Stock-based compensation
|
3,457
|
3,329
|
||||||
Other non-cash adjustments to net income
|
(1,147
|
)
|
(2,217
|
)
|
||||
Decrease in inventories, net
|
(1,321
|
)
|
157
|
|||||
Decrease in prepaid expenses
|
444
|
(4,801
|
)
|
|||||
Decrease in accounts payable
|
18,062
|
(7,251
|
)
|
|||||
Changes in other operating assets and liabilities
|
618
|
(1,340
|
)
|
|||||
Net cash provided by operating activities
|
64,521
|
31,277
|
||||||
|
||||||||
Cash Flows From Investing Activities:
|
||||||||
Capital expenditures
|
(14,203
|
)
|
(20,215
|
)
|
||||
Other, net
|
(439
|
)
|
(191
|
)
|
||||
Net cash used in investing activities
|
(14,642
|
)
|
(20,406
|
)
|
||||
|
||||||||
Cash Flows From Financing Activities:
|
||||||||
Cash used for stock repurchases
|
(33,195
|
)
|
(7,341
|
)
|
||||
Payments on capital lease obligations
|
(178
|
)
|
(135
|
)
|
||||
Proceeds from options exercised and purchase of shares under the employee stock purchase plan
|
517
|
1,247
|
||||||
Other, net
|
(1,803
|
)
|
(640
|
)
|
||||
Net cash used in financing activities
|
(34,659
|
)
|
(6,869
|
)
|
||||
|
||||||||
Net increase in cash and cash equivalents
|
15,220
|
4,002
|
||||||
Cash and cash equivalents, beginning of period
|
66,227
|
76,911
|
||||||
Cash and cash equivalents, end of period
|
$
|
81,447
|
$
|
80,913
|
||||
|
|
August 2, 2014
|
February 1, 2014
|
||||||||||||||||||||||
|
Level I
|
Level II
|
Level III
|
Level I
|
Level II
|
Level III
|
||||||||||||||||||
Short-term investments
|
$
|
612
|
$
|
-
|
$
|
-
|
$
|
509
|
$
|
-
|
$
|
-
|
||||||||||||
Long-term investments
|
2,571
|
-
|
-
|
2,107
|
-
|
-
|
||||||||||||||||||
Total investments
|
$
|
3,183
|
$
|
-
|
$
|
-
|
$
|
2,616
|
$
|
-
|
$
|
-
|
|
Thirteen Weeks Ended
|
Twenty-Six Weeks Ended
|
||||||||||||||
|
August 2, 2014
|
August 3, 2013
|
August 2, 2014
|
August 3, 2013
|
||||||||||||
Stock-based compensation expense by type:
|
||||||||||||||||
Stock options
|
$
|
19
|
$
|
14
|
$
|
430
|
$
|
323
|
||||||||
Restricted stock unit awards, including performance-based
|
885
|
899
|
2,936
|
2,885
|
||||||||||||
Employee stock purchases
|
19
|
17
|
56
|
59
|
||||||||||||
Director deferred compensation
|
17
|
32
|
35
|
62
|
||||||||||||
Total stock-based compensation expense
|
940
|
962
|
3,457
|
3,329
|
||||||||||||
Income tax benefit recognized
|
347
|
353
|
1,280
|
1,229
|
||||||||||||
Stock-based compensation expense, net of income tax
|
$
|
593
|
$
|
609
|
$
|
2,177
|
$
|
2,100
|
|
Thirteen Weeks Ended
|
Twenty-Six Weeks Ended
|
||||||||||||||
|
August 2, 2014
|
August 3, 2013
|
August 2, 2014
|
August 3, 2013
|
||||||||||||
Stock options
|
979
|
818
|
17,975
|
18,441
|
||||||||||||
Restricted stock unit awards
|
896
|
-
|
63,399
|
62,625
|
||||||||||||
Performance-based restricted stock unit awards
|
-
|
-
|
25,300
|
36,700
|
||||||||||||
Deferred stock units
|
323
|
578
|
10,329
|
7,475
|
|
Thirteen Weeks Ended
|
Twenty-Six Weeks Ended
|
||||||||||||||
|
August 2, 2014
|
August 3, 2013
|
August 2, 2014
|
August 3, 2013
|
||||||||||||
Weighted-average shares used in basic computations
|
25,555
|
25,950
|
25,700
|
25,929
|
||||||||||||
Dilutive equity awards
|
251
|
368
|
268
|
394
|
||||||||||||
Weighted-average shares used in diluted computations
|
25,806
|
26,318
|
25,968
|
26,323
|
|
Capital
|
Operating
|
Total
|
|||||||||
Remaining Fiscal 2015
|
$
|
330
|
$
|
27,192
|
$
|
27,522
|
||||||
Fiscal 2016
|
662
|
45,678
|
46,340
|
|||||||||
Fiscal 2017
|
672
|
37,247
|
37,919
|
|||||||||
Fiscal 2018
|
672
|
29,015
|
29,687
|
|||||||||
Fiscal 2019
|
666
|
21,521
|
22,187
|
|||||||||
Fiscal 2020
|
639
|
13,428
|
14,067
|
|||||||||
Thereafter
|
1,065
|
24,750
|
25,815
|
|||||||||
Total minimum lease payments
|
4,706
|
198,831
|
203,537
|
|||||||||
Less amount representing interest
|
1,444
|
-
|
1,444
|
|||||||||
Present value of total minimum lease payments
|
$
|
3,262
|
$
|
198,831
|
$
|
202,093
|
· | our expectations concerning store locations, types and size; |
· | our assumptions as they relate to pending legal actions and other contingencies; |
· | our cash needs and capital expenditures, including our intentions and ability to fund our new stores and other future capital expenditures and working capital requirements; |
· | our ability and plans to renew or increase our revolving credit facilities; |
· | our estimates and assumptions as they relate to the preparation of our unaudited condensed consolidated financial statements including our estimates of economic and useful lives of depreciable assets and leases and our anticipated annual effective tax rate based on expected taxable income or changes in our liability for unrecognized tax benefits; and |
· | seasonality and the effect of inflation. |
Thirteen Weeks Ended
|
Twenty-Six Weeks Ended
|
|||||||||||||||
August 2, 2014
|
August 3, 2013
|
August 2, 2014
|
August 3, 2013
|
|||||||||||||
Statements of Operations
|
||||||||||||||||
Net sales increase
|
4.1
|
%
|
12.6
|
%
|
6.9
|
%
|
7.0
|
%
|
||||||||
Comparable store sales increase
|
0.1
|
%
|
0.3
|
%
|
2.4
|
%
|
0.6
|
%
|
||||||||
Gross profit (as a % to net sales)
|
33.2
|
%
|
34.3
|
%
|
35.7
|
%
|
36.3
|
%
|
||||||||
Store operating, selling and administrative expenses (as a % to net sales)
|
24.0
|
%
|
23.4
|
%
|
21.0
|
%
|
20.8
|
%
|
||||||||
Depreciation and amortization (as a % to net sales)
|
2.1
|
%
|
1.8
|
%
|
1.7
|
%
|
1.6
|
%
|
||||||||
Provision for income taxes (as a % to net sales)
|
2.7
|
%
|
3.4
|
%
|
4.9
|
%
|
5.3
|
%
|
||||||||
Net income (as a % to net sales)
|
4.3
|
%
|
5.7
|
%
|
8.1
|
%
|
8.6
|
%
|
||||||||
|
||||||||||||||||
Earnings per diluted share
|
$
|
0.32
|
$
|
0.40
|
$
|
1.42
|
$
|
1.40
|
||||||||
Weighted-average dilutive shares (in thousands)
|
25,806
|
26,318
|
25,968
|
26,323
|
||||||||||||
Balance Sheets
|
||||||||||||||||
Ending cash and cash equivalents (in thousands)
|
$
|
81,447
|
$
|
80,913
|
||||||||||||
Average inventory per store
|
$
|
239,859
|
$
|
248,006
|
||||||||||||
Store Information
|
||||||||||||||||
Beginning of period
|
939
|
879
|
927
|
873
|
||||||||||||
New stores opened
|
16
|
17
|
32
|
26
|
||||||||||||
Stores closed
|
(5
|
)
|
(4
|
)
|
(9
|
)
|
(7
|
)
|
||||||||
End of period
|
950
|
892
|
950
|
892
|
||||||||||||
Stores expanded
|
1
|
3
|
5
|
8
|
||||||||||||
Estimated square footage at end of period (in thousands)
|
5,459
|
5,129
|
||||||||||||||
|
||||||||||||||||
Share Repurchase Activity
|
||||||||||||||||
Shares purchased
|
423,263
|
110,361
|
700,706
|
209,791
|
||||||||||||
Cost (in thousands)
|
$
|
22,515
|
$
|
6,188
|
$
|
37,833
|
$
|
11,628
|
· | We opened 16 Hibbett Sports stores, expanded 1 high performing stores and closed 5 underperforming stores. |
· | Comparable store sales increased 0.1%, driven by strength in footwear and activewear sales. |
· | Strength in footwear was due to the basketball division, including NIKE's signature products and Jordan footwear. Activewear showed strength across all major divisions, including women's, men's and youth. Licensed products were weaker due to a decline in professional baseball and basketball product as well as licensed collegiate sales. |
· | Product margin decreased 47 basis points as a percentage of net sales primarily due to promotional activity related to slow selling and aged inventory. |
· | Wholesale and logistics expenses increased 15 basis points as a percentage of net sales mainly due to expenses associated with our new facility. |
|
·
|
Store occupancy expense increased 48 basis points as a percentage of net sales mainly due to lower comparable store sales.
|
· | Store labor costs increased 35 basis points as a percentage of net sales due to decreased leverage associated with lower than expected comparable store sales. |
· | Expenses associated with the new corporate office increased 14 basis points as a percentage of net sales. |
· | Professional fees increased 14 basis points as a percentage of net sales due to an increase in consulting fees for the planning of our omni-channel initiative and other elements of our strategic plan. |
· | We opened 32 Hibbett Sports stores, expanded 5 high performing stores and closed 9 underperforming stores. |
· | Comparable store sales increased 2.4%, driven by footwear and activewear. |
· | Footwear was driven by basketball, while activewear was driven by branded apparel. Licensed products were weaker mainly due to headwear and college special event sales. |
· | Product margin decreased 44 basis points as a percentage of net sales primarily due to promotional activity related to slow selling and aged inventory. |
· | Wholesale and logistics expenses increased 13 basis points as a percentage of net sales mainly due to expenses associated with our new facility. |
· | Store occupancy expense increased 9 basis points as a percentage of net sales mainly due to an increase in utility expenses. |
· | Salaries and benefits expenses decreased 4 basis points as a percentage of net sales. Store labor costs increased while administrative salaries decreased due to a lower annual bonus accrual. Benefits costs were lower due to lower health care claims. |
· | Expenses associated with the new corporate office and the preparation of the new wholesale and logistics facility increased 6 basis points as a percentage of net sales. |
· | Professional fees increased 11 basis points as a percentage of net sales due to an increase in consulting fees. |
Twenty-Six Weeks Ended
|
||||||||
August 2, 2014
|
August 3, 2013
|
|||||||
Net cash provided by operating activities
|
$
|
64,521
|
$
|
31,277
|
||||
Net cash used in investing activities
|
(14,642
|
)
|
(20,406
|
)
|
||||
Net cash used in financing activities
|
(34,659
|
)
|
(6,869
|
)
|
||||
Net increase in cash and cash equivalents
|
$
|
15,220
|
$
|
4,002
|
Period
|
Total Number of Shares Purchased (2)
|
Average Price per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Programs
|
Approximate Dollar Value of Shares that may yet be Purchased Under the Programs (in thousands)
|
||||||||||||
May 4, 2014 to May 31, 2014
|
128,200
|
$
|
53.08
|
128,200
|
$
|
212,032
|
||||||||||
June 1, 2014 to July 5, 2014
|
173,000
|
$
|
53.90
|
173,000
|
$
|
202,707
|
||||||||||
July 6, 2014 to August 2, 2014
|
122,063
|
$
|
52.32
|
120,300
|
$
|
196,418
|
||||||||||
Total
|
423,263
|
$
|
53.19
|
421,500
|
$
|
196,418
|
(1) | In November 2012, the Board authorized a Stock Repurchase Program (Program) of $250.0 million to repurchase our common stock through January 29, 2016. As of August 2, 2014, we have approximately $196.4 million remaining available under the Program for stock repurchases. See Note 7, "Stock Repurchase Activity". |
(2) | Includes 1,763 shares acquired from holders of restricted stock unit awards to satisfy tax withholding requirements of $0.1 million. Shares acquired from holders of restricted stock unit awards to satisfy tax withholding requirements do not reduce the authorization. |
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HIBBETT SPORTS, INC.
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Date: September 8, 2014
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By:
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/s/ Scott J. Bowman
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Scott J. Bowman
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Senior Vice President & Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Exhibit No.
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Description
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Certificate of Incorporation and By-Laws
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3.1
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Certificate of Incorporation of the Registrant; incorporated herein by reference to Exhibit 3.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on May 31, 2012.
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3.2
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Bylaws of the Registrant, as amended; incorporated herein by reference to Exhibit 3.2 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on May 31, 2012.
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Form of Stock Certificate
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4.1
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Form of Stock Certificate; attached as Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on September 26, 2007.
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Material Agreements
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10.1
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Master Note – Regions Bank Line of Credit; incorporated by reference as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2014.
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Certifications
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31.1
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*
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Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
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31.2
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*
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Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
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32.1
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*
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Interactive Data Files
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101
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**
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The following financial information from the Quarterly Report on Form 10-Q for the fiscal quarter ended August 2, 2014, formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) the Unaudited Condensed Consolidated Balance Sheets at August 2, 2014 and February 1, 2014; (ii) the Unaudited Condensed Consolidated Statements of Operations for the thirteen and twenty-six weeks ended August 2, 2014 and August 3, 2013; (iii) the Unaudited Condensed Consolidated Statements of Cash Flows for the twenty-six weeks ended August 2, 2014 and August 3, 2013; and (iv) the Notes to Unaudited Condensed Consolidated Financial Statements.
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*
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Filed Within
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**
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Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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1. I have reviewed this quarterly report on Form 10-Q of Hibbett Sports, Inc.;
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2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: September 8, 2014
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/s/ Jeffry O. Rosenthal
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Jeffry O. Rosenthal
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Chief Executive Officer and President
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(Principal Executive Officer)
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1. I have reviewed this quarterly report on Form 10-Q of Hibbett Sports, Inc.;
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2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: September 8, 2014
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/s/ Scott J. Bowman
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Scott J. Bowman
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Senior Vice President and Chief Financial Officer
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(Principal Financial Officer)
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(1) | the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934 as amended; and |
(2) | the information contained in the Report fairly presents in all material respects, the financial condition and results of operations of the Company. |
Date: September 8, 2014
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/s/ Jeffry O. Rosenthal
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Jeffry O. Rosenthal
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Chief Executive Officer and President
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(Principal Executive Officer)
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Date: September 8, 2014
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/s/ Scott J. Bowman
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Scott J. Bowman
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Senior Vice President and Chief Financial Officer
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(Principal Financial and Accounting Officer)
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