[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2005 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: 0-27754
Delaware 36-4007085(State or other jurisdiction of (I.R.S. Employerincorporation of organization) Identification No.)
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 by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes X No
On July 19, 2005, the registrant had 19,329,763 outstanding shares of Class A common stock, par value $.01 per share, and 662,296 outstanding shares of Class B common stock, par value $.01 per share.
HUB GROUP, INC.
INDEX
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See notes to unaudited condensed consolidated financial statements.
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements of Hub Group, Inc. (“we,” “us” or “our”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted pursuant to those rules and regulations. However, we believe that the disclosures contained herein are adequate to make the information presented not misleading.
The financial statements reflect, in our opinion, all material adjustments (which include only normal recurring adjustments) necessary to fairly present our financial position and results of operations for the three months and six months ended June 30, 2005 and 2004.
These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2004. Results of operations in interim periods are not necessarily indicative of results to be expected for a full year due partially to seasonality.
NOTE 2. Restructuring Charges
During the six months ended June 30, 2005, we recorded a $219,000 severance charge for termination of 30 employees. All severance charges are included in salaries and benefits in the statement of income. Additionally, we recorded charges of $37,000 related to the 2002 restructuring plan as a result of changes in assumptions related to the closing of a facility.
The following table displays the activity and balances for the restructuring reserves for the six months ended June 30, 2005 (in thousands):
NOTE 3. Stock Based Compensation
Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” as amended by Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure,” encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value. We have chosen to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Accordingly, compensation expense for stock options is measured as the excess, if any, of the quoted market price of our stock at the date of the grant over the amount an employee must pay to acquire the stock. We grant options at fair market value and therefore recognize no compensation expense.
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The following table illustrates the effect on the net income and net income per share if we had applied the fair value recognition provisions of SFAS No. 123, to stock-based employee compensation (in thousands, except per share data):
The pro forma disclosure is not likely to be indicative of pro forma results which may be expected in future periods because of the fact that options vest over several years, pro forma compensation expense is recognized as the options vest and additional awards may also be granted.
In December 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 123 (revised 2004), Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement 123 (R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows. Generally, the approach in Statement 123 (R) is similar to the approach described in Statement 123. However, Statement 123 (R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. This statement must be adopted effective January 1, 2006.
Statement 123 (R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under the current literature. This requirement will reduce net operating cash flow and increase net financing cash flow in periods after adoption. We cannot estimate what those amounts will be in the future because they depend on, among other things, when employees exercise stock options.
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NOTE 4. Earnings Per Share
The following is a reconciliation of our earnings per share (in thousands, except for per share data):
No stock options were excluded from the determination of diluted weighted-average shares because they would have been anti-dilutive for the three months ending June 30, 2005 and 2004. Additionally, no stock options were excluded from the determination of diluted weighted average shares because they would have been anti-dilutive for the six months ended June 30, 2005. For the six months ended June 30, 2004, 11,500 stock options were excluded from the determination of diluted weighted- average shares because they would be anti-dilutive.
NOTE 5. Deferred Compensation Plan
In January 2005, we established the Hub Group, Inc. Nonqualified Deferred Compensation Plan (“the Plan”) to provide added incentive for the retention of certain key employees. Under the Plan, participants can elect to defer up to 50% of their base salary and up to 100% of their bonus. Accounts will grow on a tax-deferred basis to the participant. Restricted investments included in the consolidated balance sheet represent the fair value of the mutual fund and other security investments related to the Plan at June 30, 2005. Both realized and unrealized gains and losses, which have not been material, are included in income and expense and offset the change in the deferred compensation liability. The Company provides a 50% match on the first 6% of employee compensation deferred under the Plan, with a maximum match equivalent to 3% of base salary.
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NOTE 6. Property and Equipment
Property and equipment consist of the following (in thousands):
NOTE 7. Debt
On March 23, 2005, we entered into a revolving credit agreement that provides for unsecured borrowings of up to $40 million. The interest rate ranges from LIBOR plus 0.75% to 1.25% or Prime plus 0.5%. The revolving line of credit expires on March 23, 2010. The financial covenants require a minimum net worth of $175 million and a cash flow leverage ratio of not more than 2.0 to 1.0. The commitment fees charged on the unused line of credit are between 0.15% and 0.25% per annum.
We had $39 million of unused and available borrowings under our bank revolving line of credit at June 30, 2005. We were in compliance with our debt covenants at June 30, 2005.
We have standby letters of credit that expire from 2005 to 2012. As of June 30, 2005, the outstanding letters of credit were $1 million.
NOTE 8. Commitments and Contingencies
In March 2005, we entered into an equipment purchase contract with Shanghai Jindo Container Co., Ltd. We agreed to purchase 3,400 fifty-three foot dry freight steel domestic containers for approximately $33 million. As of July 18, approximately 1,128 containers were delivered. The remainder are expected to be delivered by the end of the third quarter 2005. However, this timeframe is subject to the manufacturer meeting production and delivery schedules. We are financing these containers with operating leases.
In June 2005, our Quality Services subsidiary entered into a 5 year operating lease agreement for 31 tractors. The total obligation for this lease is $2.5 million.
We are a party to litigation incident to our business, including claims for freight lost or damaged in transit, freight improperly shipped or improperly billed, property damage and personal injury. Some of the lawsuits to which we are party are covered by insurance and are being defended by our insurance carriers. Some of the lawsuits are not covered by insurance and we are defending them. We do not believe that the outcome of this litigation will have a material adverse effect on our financial position.
NOTE 9. Stock Buy Back Plan
During the first quarter of 2005, the Board of Directors authorized the purchase of up to $30 million worth of our Class A Common Stock. Repurchases were made from time to time as market and business conditions warranted. We intend to hold the repurchased shares in treasury for future use. This program replaces our previous repurchase plan. During the first half of 2005, we completed the authorized purchase of $30 million worth of our Class A Common Stock.
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NOTE 10. Stock Split
The Board of Directors approved a two for one stock split in February 2005. The Board set May 4, 2005 as the record date and May 11, 2005 as the payment date. All shares have been retroactively restated to give effect to the two-for-one stock split, which was effected in the form of a 100% stock dividend. Each of our Class A stockholders and Class B stockholders received one Class A share on each share of Class A Common Stock and each share of Class B Common Stock held by them on the record date in connection with the stock split. In accordance with the terms of our Certificate of Incorporation, the number of votes held by each share of Class B Common Stock was adjusted in connection with this stock dividend such that each share of Class B Common Stock now entitles its holder to approximately 40 votes. Each share of Class A Common Stock entitles its holder to one vote.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS
OUTLOOK, RISKS AND UNCERTAINTIES
The information contained in this quarterly report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “hopes,” “believes,” “intends,” “estimates,” “anticipates,” and variations of these words and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are inherently uncertain and subject to risks. Such statements should be viewed with caution. Actual results or experience could differ materially from the forward-looking statements as a result of many factors. We assume no liability to update any such forward-looking statements contained in this quarterly report. Factors that could cause our actual results to differ materially include:
• the degree and rate of market growth in the intermodal, truck brokerage and logistics markets served by us; • deterioration in our relationships with existing railroads or adverse changes to the railroads’ operating rules; • changes in rail service conditions or adverse weather conditions; • further consolidation of railroads; • the impact of competitive pressures in the marketplace, including entry of new competitors, direct marketing efforts by the railroads or marketing efforts of asset-based carriers; • changes in rail, drayage and trucking company capacity; • equipment shortages; • changes in the cost of services from rail, drayage, truck or other vendors; • labor unrest in the rail, drayage or trucking company communities; • general economic and business conditions; • fuel shortages or prices; • increases in interest rates; • decrease in demand for our distribution services; • changes in homeland security or terrorist activity; • difficulties in maintaining or enhancing our information technology systems; • changes to or new governmental regulation; • loss of several of our largest customers; • inability to recruit and retain key personnel; and • awards of large customer contracts.
EXECUTIVE SUMMARY
Hub Group, Inc. (“we,” “us” or “our”) is the largest intermodal marketing company (“IMC”) in North America and a full service transportation provider offering intermodal, truck brokerage or highway services and comprehensive logistics services. These service offerings are referred to as the Core Transportation business. The Core Transportation business operates through a nationwide network of operating centers. We also operate Hub Group Distribution Services (“HGDS” or “Hub Distribution”). Hub Distribution performs certain specialized services, predominately installation of point of purchase displays, and is responsible for its own operations, customer service, marketing and management information systems support.
As an IMC, we arrange for the movement of our customers’ freight in containers and trailers over long distances. We contract with railroads to provide transportation for the long-haul portion of the shipment and with local trucking companies, known as “drayage companies,” for local pickup and delivery. As part of the intermodal services, we negotiate rail and drayage rates, electronically track shipments in transit, consolidate billing and handle claims for freight loss or damage on behalf of our customers.
We also arrange for the transportation of freight by truck, providing customers with another option for their transportation needs. We match the customers’ needs with carriers’ capacity to provide the most effective service and price combinations. As part of our highway services, we negotiate rates, track shipments in transit and handle claims for freight loss or damage on behalf of our customers.
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Our logistics service consists of complex transportation management services, including load consolidation, mode optimization and carrier management. These service offerings are designed to take advantage of the increasing trend for shippers to outsource all or a greater portion of their transportation needs.
We have full time marketing representatives throughout North America who service local, regional and national accounts. We believe that fostering long-term customer relationships is critical to our success and allows us to better understand our customers’ needs and specifically tailor our transportation services to them.
Revenue growth resulted primarily from price increases, mix and fuel surcharges during the first half of 2005 compared to the first half of 2004. The price increase resulted from rate increases from our carriers. During 2004, we severed relationships with certain low profitability customers.
We use various performance indicators to manage our business. We closely monitor gains and losses for our significant customers and evaluate on-time performance, costs per load by location and days sales outstanding by location. Vendor cost changes and vendor service issues are also tracked closely.
Our installation services business, HGDS, is a project-based business with significant customer concentration and higher margins than our other service lines. Any decrease in the demand from these customers or our failure to secure new project business could have a material effect on HGDS revenue.
RESULTS OF OPERATIONS
The following table summarizes our revenue by business line:
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The following table includes certain items in the consolidated statement of income as a percentage of revenue:
Three Months Ended June 30, 2005 Compared to the Three Months Ended June 30, 2004
Revenue
Revenue increased 6.5% to $372 million in 2005 from $349 million in 2004. Intermodal revenue increased 4.6% due primarily to price increases, mix and fuel surcharges offset by a 7.9% decrease in volume. Truckload brokerage revenue increased 19.8% due primarily to an increase in revenue per load from price increases, mix, fuel surcharges and new business. Logistics revenue increased 2.2% due to the transfer of the time sensitive delivery of pharmaceutical samples from Hub Distribution to this service line during the third quarter of 2004 and as a result of adding new customers. Hub Distribution revenue decreased 6.3% due primarily to the transfer of the time sensitive delivery of pharmaceutical samples.
Certain prior year amounts have been reclassified to conform to the current year presentation.
Gross Margin
Gross margin increased 7.4% to $46.9 million in 2005 from $43.7 million in 2004. As a percent of revenue, gross margin has remained fairly consistent at 12.6% in 2005 and 12.5% in 2004.
Salaries and Benefits
As a percentage of revenue, salaries and benefits decreased to 5.7% from 6.3% in 2004. Salaries and benefits decreased to $21.5 million in 2005 from $22.2 million in 2004. This was due primarily to a decrease in headcount. Headcount as of June 30, 2005 was 1,167 while headcount at June 30, 2004 was 1,176.
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General and Administrative
General and administrative expenses decreased to $9.5 million in 2005 from $10.3 million in 2004. As a percentage of revenue, these expenses decreased to 2.6% in 2005 from 3.0% in 2004. The decrease in general and administrative expenses is primarily attributed to a decrease in equipment leases, sales taxes and telephone costs.
Depreciation and Amortization of Property and Equipment
Depreciation and amortization decreased to $2.5 million in 2005 from $2.9 million in 2004. This expense as a percentage of revenue decreased to 0.7% in 2005 from 0.8% in 2004. The decrease in depreciation and amortization is due primarily to lower computer equipment and software depreciation.
Other Income (Expense)
Other income increased to $0.1 million in 2005 from an expense of $1.3 million in 2004 due to a decrease in interest expense caused primarily by the extinguishment of the private placement debt during the third quarter of 2004. Interest income increased due to investing cash.
Provision for Income Taxes
The provision for income taxes increased to $5.6 million in 2005 compared to $2.9 million in 2004. We provided for income taxes using an effective rate of 41.5% in 2005 and an effective rate of 42.0% in the second quarter of 2004. The decrease in the effective tax rate is primarily the result of a lower state tax rate due to business restructuring.
Net Income
Net income increased to $7.9 million in 2005 from $4.1 million in 2004 due primarily to higher gross margin, lower general and administrative expenses, lower salaries and benefit expenses and lower interest expense.
Earnings Per Common Share
Basic earnings per share were $0.40 in 2005 and were $0.26 in 2004 and diluted earnings per share increased to $0.38 in 2005 from $0.24 in 2004. The weighted average diluted shares outstanding increased 22.8% from 16,938,000 at June 30, 2004 to 20,796,000 at June 30, 2005 due primarily to our follow-on offering of Class A Common Stock in July 2004.
Six Months Ended June 30, 2005 Compared to the Six Months Ended June 30, 2004
Revenue increased 5.1% to $711.5 million in 2005 from $677.3 million in 2004. Intermodal revenue increased 1.8% due primarily to price increases, mix and fuel surcharges offset by a 9.7% decrease in volume. Truckload brokerage revenue increased 19% due primarily to an increase in revenue per load from price increases, mix, fuel surcharges and new business. Logistics revenue increased 3.6% due to the transfer of the time sensitive delivery of pharmaceutical samples from Hub Distribution to this service line during the third quarter of 2004 and as a result of adding new customers. Hub Distribution revenue increased 15.3% due primarily to an increase in the installation business.
Gross margin increased 5.5% to $90.2 million in 2005 from $85.5 million in 2004. As a percent of revenue, gross margin has remained relatively consistent at 12.7% in 2005 and 12.6% in 2004.
As a percentage of revenue, salaries and benefits decreased to 6.1% from 6.7% in 2004. Salaries and benefits decreased to $43.4 million in 2005 from $44.6 million in 2004. This was due primarily to a decrease in headcount.
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General and administrative expenses decreased to $19.2 million in 2005 from $20.6 million in 2004. As a percentage of revenue, these expenses decreased to 2.7% in 2005 from 3.0% in 2004. The decrease in general and administrative expenses is primarily attributed to a decrease in equipment leases, professional fees, travel and entertainment expense and rent expense.
Depreciation and amortization decreased to $4.9 million in 2005 from $5.7 million in 2004. This expense as a percentage of revenue decreased to 0.7% in 2005 from 0.8% in 2004. The decrease in depreciation and amortization is due primarily to lower computer equipment and software depreciation.
Other income increased to $0.1 million in 2005 from an expense of $2.9 million in 2004 due to a decrease in interest expense caused primarily by the extinguishment of the private placement debt during the third quarter of 2004. Interest income increased due to investing cash.
The provision for income taxes increased to $9.4 million in 2005 compared to $4.9 million in 2004. We provided for income taxes using an effective rate of 41.5% in 2005 and an effective rate of 42.0% in 2004. The decrease in the effective tax rate is primarily the result of a lower state tax rate due to business restructuring.
Net income increased to $13.3 million in 2005 from $6.8 million in 2004 due primarily to higher gross margin, lower general and administrative expenses, lower salaries and benefits expense and lower interest expense.
Basic earnings per share were $0.66 in 2005 and were $0.43 in 2004 and diluted earnings per share increased to $0.63 in 2005 from $0.40 in 2004. The weighted average diluted shares outstanding increased 25.1% from 16,762,000 at June 30, 2004 to 20,977,000 at June 30, 2005 due primarily to our follow-on offering of Class A Common Stock in July 2004.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions. In certain circumstances, those estimates and assumptions can affect amounts reported in the accompanying consolidated financial statements. We have made our best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. We do not believe there is a great likelihood that materially different amounts would be reported related to the accounting policies described below. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. Note 1 of the “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2004, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. The following is a brief discussion of the more significant accounting policies and estimates.
Allowance for Uncollectible Trade Accounts Receivable
In the normal course of business, we extend credit to customers after a review of each customer’s credit history. An allowance for uncollectible trade accounts has been established through an analysis of the accounts receivable aging, an assessment of collectibility based on historical trends and an evaluation of the current economic conditions. To be more specific, we reserve every account balance that has aged over one year, certain customers in bankruptcy and account balances specifically identified as uncollectible. In addition, we provide a reserve for accounts not specifically identified as uncollectible based upon historical trends. The trends are continuously reviewed and updated. The allowance is reported on the balance sheet in net accounts receivable. Actual collections of accounts receivable could differ from management’s estimates due to changes in future economic, industry or customer financial conditions. Recoveries of receivables previously charged off are recorded when received.
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Revenue Recognition
Revenue is recognized at the time 1) persuasive evidence of an arrangement exists, 2) services have been rendered, 3) the sales price is fixed and determinable and 4) collectibility is reasonably assured. In accordance with EITF 91-9, revenue and related transportation costs are recognized based on relative transit time. Further, we report revenue on a gross basis in accordance with the criteria in EITF 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent.” We are the primary obligor and are responsible for providing the service desired by the customer. The customer views us as responsible for fulfillment including the acceptability of the service. Service requirements may include, for example, on-time delivery, handling freight loss and damage claims, setting up appointments for pick up and delivery and tracing shipments in transit. We have discretion in setting sales prices and as a result, our earnings vary. In addition, we have the discretion to select our vendors from multiple suppliers for the services ordered by our customers. Finally, we have credit risk for our receivables. These three factors, discretion in setting prices, discretion in selecting vendors and credit risk, further support reporting revenue on the gross basis.
Deferred Income Taxes
Deferred income taxes are recognized for the future tax effects of temporary differences between financial and income tax reporting using tax rates in effect for the years in which the differences are expected to reverse. We believe that it is more likely than not that our deferred tax assets will be realized with the exception of $332,000 related to state tax net operating losses for which a valuation allowance has been established. In the event the probability of realizing the remaining deferred tax assets do not meet the more likely than not threshold in the future, a valuation allowance would be established for the deferred tax assets deemed unrecoverable.
Valuation of Goodwill
We review goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. We utilize a third-party independent valuation firm to assist in performing the necessary valuations to be used in the impairment testing. These valuations are based on market capitalization, discounted cash flow analysis or a combination of both methodologies. The assumptions used in the valuations include expectations regarding future operating performance, discount rates, control premiums and other factors which are subjective in nature. Actual cash flows from operations could differ from management’s estimates due to changes in business conditions, operating performance and economic conditions. Should estimates differ materially from actual results, we may be required to record impairment charges in the future.
LIQUIDITY AND CAPITAL RESOURCES
During the year, we have funded operations and capital expenditures through cash flows from operations.
Cash provided by operating activities for the six months ended June 30, 2005, was approximately $20 million, which resulted primarily from net income from operations of $13 million, non-cash charges of $15 million offset by decreases in working capital of $8 million.
Net cash used in investing activities for the six months ended June 30, 2005, was $2 million and related primarily to expenditures made to enhance our information system capabilities. We expect capital expenditures to be approximately $4 million to $5 million for the year ended December 31, 2005.
The net cash used in financing activities for the six months ended June 30, 2005, was $28 million. Uses of cash related to the purchase of treasury stock. We generated cash from stock options being exercised.
On March 23, 2005 we entered into a revolving credit agreement that provides for unsecured borrowings of up to $40 million. The interest rate ranges from LIBOR plus 0.75% to 1.25% or Prime plus 0.5%. The revolving line of credit expires on March 23, 2010. The financial covenants require a minimum net worth of $175 million and a cash flow leverage ratio of not more than 2.0 to 1.0. The commitment fees charged on the unused line of credit are between 0.15% and 0.25% per annum.
Our unused and available borrowings under our bank revolving line of credit at June 30, 2005 are $39 million. We were in compliance with our debt covenants at June 30, 2005.
We have standby letters of credit that expire from 2005 to 2012. As of June 30, 2005, our outstanding letters of credit were $1 million.
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Contractual Obligations
Our contractual cash obligations as of June 30, 2005 are minimum rental commitments. Minimum annual rental commitments, at June 30, 2005, under noncancellable operating leases, principally for real estate and equipment, are payable as follows (in thousands):
In March 2005, we entered into an equipment purchase contract with Shanghai Jindo Container Co., Ltd. We agreed to purchase 3,400 fifty-three foot dry freight steel domestic containers for approximately $33 million. As of July 18, approximately 1,128 containers were delivered. The remainder are expected to be delivered by the end of the third quarter 2005. However, this timeframe is subject to the manufacturer meeting production and delivery schedules. We are financing these containers with operating leases. The lease obligation is included in the table above.
In June 2005, our Quality Services subsidiary entered into a 5 year operating lease agreement for 31 tractors. This $2.5 million lease obligation is also included in the table above.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk related to changes in interest rates on our bank line of credit which may adversely affect our results of operations and financial condition.
CONTROLS AND PROCEDURES
As of June 30, 2005, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of June 30, 2005. There have been no changes in our internal control over financial reporting identified in connection with such evaluation that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. Other Information
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly authorized this report to be signed on its behalf by the undersigned thereunto duly authorized.
EXHIBIT INDEX
Exhibit No. Description