10-Q/A 1 e10-qa.txt FORM 10-Q/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Mark One) [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 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 0-22903 ------------- Syntel, Inc. ---------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Michigan 38-2312018 ----------------------------------------- ---------------------------------- (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 2800 Livernois Road, Suite 400, Troy, Michigan 48083 ------------------------------------------------ ------------ (Address of Principal Executive Offices) (Zip Code) (248) 619-2800 ------------------------------------------------------------ (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 --------- ----------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, no par value: 38,359,474 shares issued and outstanding as of August 4, 2000. 1 2 SYNTEL, INC. INDEX
Page ---- Part I Financial Information Item 1 Financial Statements Consolidated Statement of Income 3 Condensed Consolidated Balance Sheet 4 Condensed Consolidated Statement of Cash Flows 5 Notes to the Financial Statements 6 Item 2 Management's Discussion and Analysis of 8 Financial Condition and Results of Operation Part II Other Information 12 Signatures 13 Index to Exhibits 14
2 3 SYNTEL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (in thousands, except per share data)
3 MONTHS 6 MONTHS ENDED JUNE 30 ENDED JUNE 30 --------------------------- ---------------------- 2000 1999 2000 1999 ---- ---- ---- ---- Revenues $ 42,079 $ 39,654 $ 82,585 $ 78,451 Cost of revenues 26,872 24,377 52,385 48,319 ----------- ------------ ---------- ---------- Gross profit 15,207 15,277 30,200 30,132 Selling, general and administrative expenses 8,569 7,307 17,562 14,552 Goodwill impairment and related charges 21,650 0 21,650 0 ----------- ------------ ---------- ---------- Income (loss) from operations (15,012) 7,970 (9,012) 15,580 Other income, principally interest 800 575 1,580 1,107 ----------- ------------ ---------- ---------- Income (loss) before income taxes (14,212) 8,545 (7,432) 16,687 Income tax (provision) benefit 6,407 (2,657) 4,779 (5,365) ----------- ------------ ---------- ---------- Net income (loss) $ (7,805) $ 5,888 $ (2,653) $ 11,322 =========== ============ ========== ========== EARNINGS (LOSS) PER SHARE Basic $ (0.20) $ 0.15 $ (0.07) $ 0.30 Diluted $ (0.20) $ 0.15 $ (0.07) $ 0.29 Weighted average common shares outstanding - diluted 38,647 38,683 38,601 38,775 =========== ============ ========== ==========
The accompanying notes are an integral part of the consolidated financial statements. 3 4 SYNTEL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (in thousands)
June 30, December 31, 2000 1999 -------------- ------------ ASSETS: Current assets: Cash and cash equivalents $ 67,583 $ 63,611 Accounts receivable, net 28,897 23,800 Advanced billings and other current assets 9,207 9,522 ----------- ---------- Total current assets 105,687 96,933 Property and equipment 17,126 15,812 Less accumulated depreciation 10,668 9,390 ----------- ---------- Property and equipment, net 6,458 6,422 Goodwill, net of amortization 901 19,113 Equity and other investments 3,204 - Deferred income taxes, noncurrent 6,932 - ----------- ---------- $ 123,182 $ 122,468 =========== ========== LIABILITIES Current liabilities: Accrued payroll and related costs $ 10,262 $ 12,748 Accounts payable and other current liabilities 19,368 14,853 Deferred revenue 5,430 4,506 ----------- ---------- Total current liabilities 35,060 32,107 SHAREHOLDERS' EQUITY Total shareholders' equity 88,122 90,361 ----------- ---------- Total liabilities and shareholders' equity $ 123,182 $ 122,468 =========== ==========
The accompanying notes are an integral part of the consolidated financial statements. 4 5 SYNTEL, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands)
SIX MONTHS ENDED JUNE 30, ------------------------- 2000 1999 -------- -------- Cash flows from operating activities: Net income (loss) $ (2,653) $ 11,322 -------- -------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,278 1,005 Goodwill amortization 621 0 Goodwill impairment and related charges 21,650 0 Deferred income taxes (6,932) 66 Compensation expense related to stock options 67 45 Loss on equity investments 119 0 Changes in assets and liabilities: Accounts receivable, net (5,097) 4,093 Advance billing and other assets 315 (2,235) Accrued payroll and other liabilities (4,130) (844) Deferred revenues 924 (5,532) -------- -------- Net cash provided by operating activities 6,162 7,920 Cash flows used in investing activities: Property and equipment expenditures (1,728) (730) Equity and other investments (809) 0 -------- -------- Net cash used in investing activities (2,537) (730) Cash flows provided by (used in) financing activities: Net proceeds from issuance of stock 930 79 Common stock repurchases (519) (1,074) -------- -------- Net cash provided by (used in) financing activities 411 (995) Effect of foreign currency exchange rate changes on cash (64) (105) -------- -------- Net increase in cash and cash equivalents 3,972 6,090 Cash and cash equivalents, beginning of period 63,611 64,660 Cash and cash equivalents, end of period $ 67,583 $ 70,750 ======== ========
5 6 The accompanying notes are an integral part of the consolidated financial statements SYNTEL, INC. AND SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION: The accompanying condensed consolidated financial statements of Syntel, Inc. (the "Company") have been prepared by management, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying unaudited, condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position of Syntel, Inc. and it's subsidiaries as of June 30, 2000, the results of its operations for the three and six month periods ended June 30, 2000 and June 30, 1999, and cash flows for the six months ended June 30, 2000 and June 30, 1999. The year end condensed balance sheet as of December 31, 1999 was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10K for the year ended December 31, 1999. Operating results for the six months ended June 30, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. 2. PRINCIPLES OF CONSOLIDATION AND ORGANIZATION The condensed consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries; Syntel Software Private Limited ("Syntel India"), an Indian limited liability company, Syntel (Singapore) PTE, Ltd. ("Syntel Singapore"), a Singapore limited liability company, and Syntel Europe Ltd. ("Syntel Europe"), a United Kingdom limited liability company. All intercompany accounts and transactions have been eliminated. 3. NON-CASH TRANSACTIONS For the quarter ended June 30, 2000, the Company transferred $414,000 from capitalized software to equity investments in connection a formation of the incubator company, New2USA. 4. CASH EQUIVALENTS For the purpose of reporting cash and cash equivalents, the Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash equivalents are principally triple A rated corporate bonds and treasury notes held by a bank with maturity dates of less than ninety days. 5. COMPREHENSIVE INCOME Total Comprehensive Income for the three and six month periods ended June 30, 2000 and 1999 was as follows (in thousands): 6 7
Three Months Ended Six Months Ended June 30 June 30 2000 1999 2000 1999 ---- ---- ---- ---- Net Income (loss) ($7,805) $ 5,888 ($2,653) $11,322 Other Comprehensive income Foreign currency translation Adjustments (35) (80) (64) (105) --------- ------- ------- ------- Total comprehensive income (loss) ($7,840) $ 5,808 ($2,717) $11,217
6. EARNINGS PER SHARE Basic earnings (losses) per share is calculated by dividing net income by the average number of shares outstanding during the applicable period. The Company has stock options which are considered to be potentially dilutive to common stock. Diluted earnings per share is calculated considering these potentially dilutive options when there is net income. The following table sets forth the computation of earnings per share.
Three Months Ended June 30, 2000 June 30, 1999 ------------- ------------- Weighted Earnings Weighted Earnings Average per Average per Shares share Shares share ------ ----- ------ ------ (in thousands, except per share earnings) Basic earnings (loss) per share 38,647 ($ 0.20) 38,129 $ 0.15 Net dilutive effect of stock options outstanding 554 -------- -------- -------- ------- Diluted earnings (loss) per share 38,647 ($ 0.20) 38,683 $ 0.15
Six Months Ended June 30, 2000 June 30, 1999 ------------- ------------- Weighted Earnings Weighted Earnings Average per Average per Shares share Shares share ------ ----- ------ ----- (in thousands, except per share earnings) Basic earnings (loss) per share 38,601 ($ 0.07) 38,156 $ 0.30 Net dilutive effect of stock options outstanding 619 ------- -------- -------- ------ Diluted earnings (loss) per share 38,601 ($ 0.07) 38,775 $ 0.29
7. SEGMENT REPORTING The Company manages its operations through three segments, Applications Outsourcing, e-Business, and TeamSourcing. Management allocates all corporate expenses to the segments. Financial data for each segment for the three month periods ended June 30, 2000 and June 30, 1999 is as follows: 7 8
Three Months Ended Six Months Ended June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 ------------- ------------- ------------- ------------- (in thousands) (in thousands) Revenues: Applications Outsourcing $ 22,545 $ 23,934 $ 41,463 $ 48,027 e-Business 10,956 5,417 22,397 9,110 TeamSourcing 8,578 10,303 18,725 21,314 --------- ---------- --------- ---------- 42,079 39,654 82,585 78,451 Gross Profit: Applications Outsourcing 9,289 10,605 18,270 20,909 e-business 4,038 1,775 7,151 3,060 TeamSourcing 1,880 2,897 4,779 6,163 --------- ---------- --------- --------- 15,207 15,277 30,200 30,132
The Applications Outsourcing segment included Year 2000 remediation engagements for the first six months of 1999, all of which were completed before December 31, 1999. Excluding the impact of Year 2000 remediation engagements, Applications Outsourcing revenues for the second quarter of 1999 and the first six months of 1999 would have been $19.5 million and $37.6 million, respectively; and gross profit would have been $7.9 and $15.0 million. 7. IMPAIRMENT OF GOODWILL The Company has determined, by use of the discounted cash flow method, that the remaining goodwill as of June 30, 2000 associated with the acquisition of Metier, Inc., is impaired, due to the continued erosion of the Metier business. Accordingly, in the second quarter, the Company has recognized a $21.6 million charge for the goodwill impairment and related costs of downsizing the business. The charge is reflected separately in the statement of income as a component of income from operations. PART I - FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. SYNTEL INC. AND SUBSIDIARIES RESULTS OF OPERATIONS Revenues. The Company's revenues consist of fees derived from its Applications Outsourcing, e-Business, and TeamSourcing business segments. Revenues increased 6.1% to $42.1 million in the second quarter of 2000 from $39.7 million in the second quarter of 1999. Worldwide billable headcount, including personnel employed by Syntel India, Singapore, and Syntel Europe, as of June 30, 2000 increased to 1,522 compared to 1,322 as of June 30, 1999. Applications Outsourcing Revenues. Applications Outsourcing revenues decreased to $22.5 million for the second quarter of 2000, or 53.6% of total revenues, from $23.9 million, or 60.4% of second quarter revenues for 1999. Revenues for the first six months of 2000 decreased to $41.5 million, or 50.2% of total revenues, from $48.0 million, or 61.2% of total revenues for the first six months of 1999. Both the $1.4 million decrease for the second quarter and the $6.5 million decrease for the first six months of 2000 were attributable principally to the completion of Year 2000 remediation projects that contributed $4.4 million in the second quarter of 1999 and $10.4 million for the first six months of 1999. The loss of Y2K revenues was partially offset by net growth in several engagements as well as new engagements, which combined, contributed approximately $3.0 million and $3.9 million respectively, in the second quarter of 2000 and for the first six months of 2000. Applications Outsourcing Cost of Revenues. Cost of revenues consist of costs directly associated with 8 9 billable consultants in the US and offshore, including salaries, payroll taxes, benefits, relocation costs, immigration costs, finders fees, trainee compensation, travel, and warranty reserves. Applications Outsourcing costs of revenues increased to 58.8% of total Applications Outsourcing revenues for the second quarter of 2000, from 55.7% for the second quarter of 1999. Costs of revenues for the first six months of 2000 decreased to 55.9% of total Applications Outsourcing revenues, from 56.5% for the first six months of 1999. The 3.1% increase in cost of revenues as a percent of revenues for the second quarter was attributable primarily to high margin Y2K remediation engagements completed in 1999 which were partially offset by new lower margin outsourcing and development projects. The 0.6% decrease in cost of revenues for the first six months of 2000 was attributable primarily to a release of warranty reserves that were no longer deemed necessary in the first quarter of 2000, contributing approximately 4.1% to the reduction in cost of revenues as a percent of revenues; partially offset by a 3.6% increase in the cost of revenues due to the completion of high margin Year 2000 remediation engagements during the first six months of 1999. e-Business Revenues. e-Business revenues increased to $11.0 million for the second quarter of 2000, or 26.0% of total consolidated revenues, from $5.4 million, or 13.7% of total consolidated revenues for the second quarter of 1999. Revenues for the first six months of 2000 increased to $22.4 million, or 27.1% of total revenues, from $9.1 million, or 11.6% of total revenues for the first six months of 1999. The $5.6 million increase for the second quarter as well as the $13.3 million increase for the first six months were attributable primarily to the acquisitions of Metier, Inc. and IMG, Inc., which combined contributed $3.7 million and $7.9 million, respectively, in the second quarter of 2000 and the first six months of 2000; additionally, both the second quarter and the first six months benefited from the organic growth in the e-business project base as well as increased average bill rates, contributing $1.5 million and $0.4 million respectively, to the second quarter and $4.5 million and $0.9 million, respectively for the first six months of 2000. e-Business Cost of Revenues. e-Business cost of revenues consist of costs directly associated with billable consultants in the US and offshore, including salaries, payroll taxes, benefits, relocation costs, immigration costs, finders fees, trainee compensation, and travel. e-Business cost of revenues decreased to 63.1% of total e-Business revenues for the second quarter of 2000, from 67.2% for the second quarter of 1999. The 4.1% decrease in costs of revenues as a percent of revenues was attributable principally to improved margins on existing engagements, and the impact of the IMG acquisition, contributing approximately 6.9%, and 1.4%, respectively, to the decrease in costs of revenues. These margin gains were partially offset by a decrease in utilization levels, contributing a 4.3% increase in the costs of revenues. The decrease in utilization levels was due principally to a significant increase in training activities. For the first six months of 2000, e-business costs of revenues increased to 68.1% of total e-business revenues, from 66.4% for the first six months of 1999. The 1.7% increase was attributable principally to reduced consultant utilization levels due to temporary softness in the Oracle marketplace as well as increased training activities, contributing approximately 7.7% to the decrease in gross margins, largely offset by improved margins from existing engagements, contributing approximately 6.0% to the gross margins. TeamSourcing Revenues. TeamSourcing revenues decreased to $8.6 million for the second quarter of 2000, or 20.4% of total revenues, down from $10.3 million, or 26.0% of total revenues for the second quarter of 1999. For the first six months of 2000, Teamsourcing revenues decreased to $18.7 million, or 22.7% of total revenues, down from $21.3 million, or 27.2% of total revenues for the first six months of 1999. Both the $1.7 million decrease for the second quarter as well as the $2.6 million decrease for the first six months of 2000 were due principally to decreases in U.S. based billable consultants on various engagements, the result of an organizational focus away from this segment. TeamSourcing Cost of Revenues. TeamSourcing cost of revenues consist of costs directly associated with billable consultants in the US, including salaries, payroll taxes, benefits, relocation costs, immigration costs, finders fees, trainee compensation, and travel. TeamSourcing cost of revenues increased to 78.1% of TeamSourcing revenues for the second quarter of 2000, from 71.9% for the second quarter of 1999. 9 10 The increase in cost of revenues as a percent of total TeamSourcing revenues was attributable primarily to decreased utilization and increased compensation costs in relation to respective bill rates, contributing approximately 4.0% and 2.2% to the decreased margins. The cost of revenues as a percent of revenues increased to 74.5% of total TeamSourcing revenues for the six month period ended June 30, 2000, from 71.1% for the six month period ending June 30, 1999. The 3.4% increase was attributable principally to increased compensation costs in relation to respective bill rates, decreased utilization, and increased travel and relocation costs, contributing approximately 1.9%, 1.2%, and 0.3%, respectively, to the decreased margins. Selling, General, and Administrative Expenses. Selling, general, and administrative expenses consist primarily of salaries, payroll taxes and benefits for sales, solutions, delivery, finance, administrative, and corporate staff, travel, telecommunications, business promotions, marketing and various facility costs for the Company's Global Development Centers and various offices. Selling, general, and administrative costs for the three months ended June 30, 2000 were $8.6 million, or 20.4% of total revenues, compared to $7.3 million or 18.4% of total revenues for the three months ended June 30, 1999. The $1.3 million increase was attributable principally to acquisition related operating costs, associated goodwill, and travel expenses, contributing approximately $0.8 million, $.3 million, and $0.2 million, respectively. Selling, general, and administrative costs increased to $17.6 million, or 21.3% of total revenues for the six month period ending June 30, 2000, from $14.6 million, or $18.6% of total revenues for the same period in 1999. The $3.0 million increase was attributable primarily to acquisition related operating costs and associated goodwill, contributing $2.5 million and $0.6, respectively to the increase in sales, general, and administrative costs; partially offset by savings in general administrative expenses of approximately $0.1 million. Goodwill Impairment and Related Charges. The Company has determined, by use of the discounted cash flow method, that the remaining goodwill as of June 30, 2000 associated with the acquisition of Metier, Inc., is impaired, due to the continued erosion of the Metier business. Accordingly, in the second quarter, the Company has recognized a $21.6 million charge for the goodwill impairment and related costs of downsizing the business. The charge is reflected separately in the statement of income as a component of income from operations LIQUIDITY AND CAPITAL RESOURCES In recent history, the Company has financed its working capital needs through operations. Net cash generated by operating activities was $6.2 million for the first six months of 2000, compared to $7.9 million for the first six months of 1999. The number of days sales outstanding in accounts receivable was approximately 61 days and 44 days as of June 30, 2000 and June 30, 1999, respectively. The increase in days was due principally to delayed payments from several large customers, most of which has since been received. Net cash used in investing activities was $2.5 million and $0.7 million for the first six months of 2000 and 1999, respectively. Cash used for investing activities for the first six months of 2000 consisted principally of capitalized software development costs of approximately $0.9, computer equipment of $0.6 million, equity investments in incubator companies of $0.8 million, and other assets of $0.2 million. Cash used for investing activities for the first six months of 1999 consisted primarily of capitalized development costs of $0.4 million and computer equipment of $0.3 million. Net cash generated in financing activities for the first six months of 2000 consisted primarily of $0.9 million from the issuance of stock from the employee stock option and stock purchase programs, partially offset by stock repurchases of $0.5 million. Net cash used in financing activities for the six months ended June 30, 1999 consisted primarily of common stock repurchases for $1.0 million. The Company has a line of credit with Bank One which provides for borrowings of up to $40.0 million. 10 11 The line of credit expires on August 31, 2000. The line of credit contains covenants restricting the Company from, among other things, incurring additional debt, issuing guarantees and creating liens on the Company's property, without prior consent of the bank. The line of credit also requires the Company to maintain certain tangible net worth levels and leverage ratios. At June 30, 2000, there was no indebtedness outstanding under the line of credit. Borrowings under the line of credit bear interest at the lower of the Eurodollar rate plus the applicable Eurodollar margin, the bank's prime rate or a negotiated rate established with the bank at the time of borrowing. In addition to the bank line of credit, the Company has a $20.0 million facility with Bank One to finance acquisitions which also expires on August 31, 2000. The Company has not borrowed any amounts under this facility. The Company expects to renew both the $40 million and the $20 million line of credit before the expiration date. The Company believes that the combination of present cash balances and future operating cash flows will be sufficient to meet the Company's currently anticipated cash requirements for at least the next 12 months. FORWARD LOOKING STATEMENTS This report contains forward-looking statements, including those with respect to future levels of business for Syntel, Inc. These statements are necessarily subject to risk and uncertainty. Actual results could differ materially from those projected in these forward-looking statements as a result of certain risk factors set forth in the Company's Annual Report Form 10-K document dated March 30, 2000. Factors that could cause results to differ materially from those set forth above include general trends and developments in the information technology industry, which is subject to rapid technological changes, and the Company's concentration of sales in a relatively small number of large customers, as well as intense competition in the information technology industry, which the Company believes will increase. 11 12 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. The Company is currently not a party to any material pending legal proceedings. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Corporation held an annual meeting of shareholders on Tuesday, May 23, 2000. At the meeting, Bharat Desai and Paritosh K. Choksi were elected as directorsof the Corporation to serve a three year term until the annual meeting of shareholders in 2003. The vote of the shareholders with regard to the election of Mr. Desai as a director was 37,952,255 shares FOR and 16,514 shares WITHHELD. The vote of shareholders with regard to the election of Mr. Choksi as a director was 37,952,402 shares FOR and 16,367 shares WITHHELD. The following persons continued to serve their terms of office as directors of the Corporation after the meeting: Neerja Sethi, George Mrkonic, and Douglas E. Van Houweling. The shareholders of the Corporation also approved a proposed amendment to the Corporation's 1997 Stock Option and Incentive Plan ("Plan") to increase the number of shares of the Corporation's common stock reserved for issuance under the Plan from 3,000,000 shares to 8,000,000 shares. With regard to this amendment to the Plan the shareholder vote was as follows: 34,212,678 shares FOR, 1,028,006 shares against, 118,403 shares ABSTSAINED, and 2,609,494 shares as BROKER NON-VOTES. ITEM 5. OTHER INFORMATION. The Board of Directors passed a resolution on July 21, 2000 authorizing a stock repurchase by the Company of up to 500,000 shares of the Company's outstanding common stock. Such stock repurchaases would be made in open market transactions on NASDAQ or in private transactions. Any stock repurchased will be reissued in connection with the Company's employee stock purchase and stock option and incentive plans, and for general corporate purposes. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits Exhibit No. Description 27 Financial Data Schedule (b) Reports on Form 8-K The Corporation did not file any reports on Form 8-K during the three month period ended June 30, 2000. 12 13 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. Syntel, Inc. ---------------------------------- (Registrant) Date August 18, 2000 By /s/ Bharat Desai --------------- ------------------------------------------- Bharat Desai, President and Chief Executive Officer Date August 18, 2000 By /s/ John Andary ---------------- ------------------------------------------- John Andary, Chief Financial Officer (principal financial and chief accounting officer) 13 14 EXHIBIT INDEX
Sequentially Numbered Exhibit No. Description Page ----------- ----------- ------------ 27 Financial Data Schedule 13
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