Urban Outfitters 2012 Annual Report Download

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URBAN OUTFITTERS INC (URBN)
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 04/02/2012
Filed Period 01/31/2012

Table of contents

  • Page 1
    URBAN OUTFITTERS INC (URBN) 10-K Annual report pursuant to section 13 and 15(d) Filed on 04/02/2012 Filed Period 01/31/2012

  • Page 2
    ... Charter) Pennsylvania (State or Other Jurisdiction of Incorporation or Organization) 23-2003332 (I.R.S. Employer Identification No.) 5000 South Broad Street, Philadelphia, PA (Address of Principal Executive Offices) 19112-1495 (Zip Code) Registrant's telephone number, including area code: (215...

  • Page 3
    ... of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PART III Item 10. Directors, Executive Officers and...

  • Page 4
    ...Urban Outfitters, Anthropologie, Free People, Terrain and BHLDN brands. We also operate a wholesale segment under the Free People brand. We have over 41 years of experience creating and managing retail stores that offer highly differentiated collections of fashion apparel, accessories and home goods...

  • Page 5
    ... stores in North America and Europe, as well as four websites and the Urban Outfitters catalog. We plan to open approximately 23 Urban Outfitters stores, globally, in fiscal 2013. Urban Outfitters' North American and European store sales accounted for approximately 31.4% and 5.9% of consolidated net...

  • Page 6
    ... women aged 25 to 30. Free People offers a unique merchandise mix of casual women's apparel, intimates, shoes, accessories and gifts. Free People retail stores average approximately 1,400 square feet of selling space, carry up to 7,000 SKUs and are located in enclosed malls, upscale street locations...

  • Page 7
    ... website on February 14, 2011. The website accepts orders directly from customers and exposes consumers to all product offerings of the BHLDN brand. Wholesale Operations The Free People wholesale division was established in 1984 to develop, in conjunction with Urban Outfitters, private label apparel...

  • Page 8
    ... Free People retail stores opened to date are primarily located in enclosed shopping malls, specialty retail centers and upscale street locations. For our Anthropologie, Urban Outfitters and Free People stores, we plan to implement a location expansion strategy in fiscal 2013 similar to our strategy...

  • Page 9
    ... of apartment wares and gifts. Product offerings in our Anthropologie stores, websites and catalogs include women's casual apparel and accessories, shoes, as well as home furnishings and an eclectic diverse array of gifts and decorative accessories for the home, garden, bed and bath. Our Free People...

  • Page 10
    ... cost per unit, and provides for faster turnaround from selected vendors. We lease a 459,000 square foot fulfillment center located in Trenton, South Carolina. Currently, this facility houses the majority of merchandise distributed through our wholesale and direct-to-consumer channels. This building...

  • Page 11
    ... for register efficiencies, timely customer checkout and instant back office access to register information, as well as daily updates of sales, inventory data and price changes. Our direct-toconsumer operations, which include the Anthropologie, Urban Outfitters, Free People, Terrain and BHLDN retail...

  • Page 12
    ... and website design and availability. Our direct-to-consumer operations compete against numerous websites and catalogs, which may have a greater volume of circulation and web traffic or more effective marketing through online media and social networking sites. Our Free People wholesale business...

  • Page 13
    ... for information regarding net sales from domestic and foreign operations and long-lived assets. Seasonality Our business is subject to seasonal fluctuations. See Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations- Seasonality and Quarterly Results...

  • Page 14
    ... lead times in the manufacture and sale of its apparel. Our fashion decisions constitute a material risk and may have an adverse effect on our financial condition and results of operations. We may not be successful in expanding our business and opening new retail stores. Our growth strategy depends...

  • Page 15
    ... apparel businesses are each highly competitive. Our retail stores compete on the basis of, among other things, the location of our stores, the breadth, quality, style, and availability of merchandise, the level of customer service offered and merchandise price. Our Anthropologie, Free People...

  • Page 16
    ... any of our distribution centers are closed. We operate four distribution facilities worldwide to support our retail and wholesale business segments in the United States, Western Europe and Canada, and for fulfillment of catalog and website orders. The merchandise purchased for our United States and...

  • Page 17
    ... our business, financial condition and results of operations. We may not be successful in introducing additional store concepts. We may, from time to time, seek to develop and introduce new concepts or brands in addition to our established brands, Urban Outfitters, Anthropologie and Free People. Our...

  • Page 18
    ... change, diversion of sales from our stores, liability for online content, violations of state or federal laws, including those relating to online privacy, credit card fraud, risks related to the failure of the computer systems that operate our websites and their related support systems, including...

  • Page 19
    ... affect our financial results or financial condition. Generally accepted accounting principles and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business, such as revenue recognition, asset...

  • Page 20
    ... ten years. In April 2011 we purchased land and began construction on a 463,000 square foot fulfillment center also located in Reno, Nevada. This facility, which we will own and operate, will be used to support our western United States direct-toconsumer customers. We anticipate construction to...

  • Page 21
    ... growth over the next several years. For more information on our distribution center properties, see Item 1: Business- Company Operations-Distribution. We believe that our facilities are well maintained and in good operating condition. All of our Urban Outfitters, Anthropologie, Free People, Terrain...

  • Page 22
    ... of Contents Urban Outfitters Free People Anthropologie Terrain BHLDN Total United States (continued): New York North Carolina Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina Tennessee Texas Utah Vermont Virginia Washington Wisconsin Total United States Canada: Alberta British...

  • Page 23
    ...low sale prices for our common shares as reported on the NASDAQ Global Select Market. Market Information High Low Fiscal 2012 Quarter ended April 30, 2011 Quarter ended July 31, 2011 Quarter ended October 31, 2011 Quarter ended January 31, 2012 Fiscal 2011 Quarter ended April 30, 2010 Quarter ended...

  • Page 24
    ...07 in stock or index, including reinvestment of dividends. Fiscal years ending January 31. Base Period Jan-07 INDEXED RETURNS Years Ended Jan-08 Jan-09 Jan-10 Jan-11 Jan-12 Company/Market/Peer Group Urban Outfitters Inc. S&P 500 S&P 500 Apparel Retail $ $ $ 100.00 100.00 100.00 $ $ $ 118.85 97...

  • Page 25
    ... accounting period. Fiscal Year Ended January 31, 2012 2011 2010 2009 (in thousands, except share amounts and per share data) 2008 Income Statement Data: Net sales Gross profit Income from operations Net income Net income per common share-basic Weighted average common shares outstanding-basic Net...

  • Page 26
    ... located in Europe. Urban Outfitters targets young adults aged 18 to 28 through a unique merchandise mix and compelling store environment. Urban Outfitters' product offering includes women's and men's fashion apparel, footwear and accessories, as well as an eclectic mix of apartment wares and gifts...

  • Page 27
    ... United States. During fiscal 2012 we opened 20 new Free People stores. Free People primarily offers private label branded merchandise targeted to young contemporary women aged 25 to 30. Free People provides a unique merchandise mix of casual women's apparel, intimates, shoes, accessories and gifts...

  • Page 28
    ... casual apparel and accessories, shoes, home furnishings, gifts and decorative items as found in our stores. Anthropologie also offers a direct-to-consumer catalog that markets select merchandise, most of which is also available in our Anthropologie stores. Anthropologie operates a website targeting...

  • Page 29
    ... Revenue is recognized at the point-of-sale for retail store sales or when merchandise is shipped to customers for wholesale and direct-to-consumer sales, net of estimated customer returns. Revenue is recognized at the completion of a job or service for landscape sales. Revenue is presented on a net...

  • Page 30
    ... freight, import taxes and agent commissions. A periodic review of inventory is performed in order to determine if inventory is properly stated at the lower of cost or market. Factors related to current inventories such as future expected consumer demand and fashion trends, current aging, current...

  • Page 31
    ...stores may take time to generate positive operating and cash flow results. Factors such as store type (e.g., mall versus free-standing), store location (e.g., urban area versus college campus or suburb), current marketplace awareness of our brands, local customer demographic data and current fashion...

  • Page 32
    .... Share-Based Compensation Accounting for share-based compensation requires measurement of compensation cost for all share-based awards at fair value on the date of grant and recognition of compensation over the service period, net of estimated forfeitures. We use a Lattice Binomial pricing model to...

  • Page 33
    ... opening 57 new stores in fiscal 2012 and 46 new stores in fiscal 2011 that were considered non-comparable during fiscal 2012. Direct-to-consumer net sales in fiscal year 2012 increased over the prior year primarily due to increased traffic to our websites combined with an increase in average order...

  • Page 34
    ... in the number of transactions. Thus far during the first quarter of fiscal 2013, comparable retail segment net sales are low single-digit positive. The increase in Free People wholesale net sales was driven by increases in transactions and average unit sale prices. Gross profit rates in fiscal 2012...

  • Page 35
    ... average unit sales prices. Direct-to-consumer net sales in fiscal year 2011 increased over the prior year primarily due to increased traffic to our websites combined with an increase in average order value, which more than offset a decrease in conversion rate. Catalog circulation across all brands...

  • Page 36
    ..., continue to expand our home offices in Philadelphia, Pennsylvania, upgrade our systems, increase our investments in direct-to-consumer marketing and purchase inventory for our stores, direct-to-consumer and wholesale businesses at levels appropriate to maintain our planned sales growth. We plan to...

  • Page 37
    ... noted above include commitments for 36 executed leases for stores not opened as of January 31, 2012. Our merchandise commitments are cancellable with no or limited recourse available to the vendor until the merchandise shipping date. Includes construction contracts with contractors that are fully...

  • Page 38
    ... this accounting standards update effective February 1, 2010, except for the requirement to disclose purchases, sales, issuances, and settlements related to Level 3 measurements, which we adopted February 1, 2011. This adoption had no impact on our financial condition, results of operations or cash...

  • Page 39
    ... 31, 2011 2011 (dollars in thousands, except per share data) Jan. 31, 2012 Net sales Gross profit Net income Net income per common share-basic Net income per common share-diluted As a Percentage of Fiscal Year: Net sales Net income $ 524,019 193,365 38,624 0.24 0.23 21% 21% April 30, 2010 $ 609...

  • Page 40
    ... and Quarterly Results of Operations and from pages F-1 through F-33. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Management, including our Chief Executive Officer...

  • Page 41
    ... with generally accepted accounting principles. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the design and effectiveness of our internal control over financial reporting based...

  • Page 42
    ... REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Urban Outfitters, Inc. Philadelphia, Pennsylvania We have audited the internal control over financial reporting of Urban Outfitters, Inc. and subsidiaries (the "Company") as of January 31, 2012...

  • Page 43
    ... of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of January 31, 2012, and the related consolidated statements of income, shareholders' equity, and cash flows for the year then ended and our report dated April 2, 2012 expressed an...

  • Page 44
    ... 63 56 Chief Executive Officer, President and Chairman of the Board Chief Financial Officer General Counsel and Secretary CEO of Urban Outfitters Group CEO of Anthropologie Group President, Terrain Brand Chief Operating Officer President, Free People Brand Chief Accounting Officer Director Director...

  • Page 45
    ... has served as President of the Free People Brand since March 2007. Margaret Hayne is Richard A. Hayne's spouse. Mr. Conforti joined Urban Outfitters in March 2007 as Director of Finance and SEC Reporting and was subsequently promoted to Controller and then Chief Accounting Officer, his current role...

  • Page 46
    ... a director of a non-profit entity. Code of Conduct and Ethics We have had a written code of conduct for a number of years. Our Code of Conduct and Ethics applies to our Directors and employees, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. The Code...

  • Page 47
    Table of Contents Other Information Other information required by Item 10 relating to the Company's directors is incorporated herein by reference from the Company's Proxy Statement for the 2012 Annual Meeting of Shareholders. Item 11. Executive Compensation Information required by this item is ...

  • Page 48
    ... Bank, National Association is incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q filed on June 8, 2010. Fourth Amendment to the Amended and Restated Credit Agreement, dated April 25, 2011, by and among Urban Outfitters, Inc. and Wells Fargo Bank, National...

  • Page 49
    ... to Exhibit 10.3 of the Company's Quarterly Report on Form 10Q filed on December 10, 2010. Letter Agreement Extension of Amended and Restated Credit Agreement by and among Urban Outfitters, Inc. and Wells Fargo Bank, N.A. as amended, dated March 9, 2011 is incorporated by reference to Exhibit 10...

  • Page 50
    ....SCH** 101.CAL** 101.LAB** 101.PRE** 101.DEF** * ** + Form of 2008 Plan-Non-Qualified Stock Option Agreement is incorporated by reference to Exhibit 99.4 of the Company's Current Report on Form 8-K filed on June 18, 2009. Form of 2008 Plan-Non-Employee Director Non-Qualified Stock Option Agreement...

  • Page 51
    ..., the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. April 2, 2012 URBAN OUTFITTERS, INC. By: /s/ RICHARD A. HAYNE Richard A. Hayne Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities...

  • Page 52
    ... fiscal years ended January 31, 2012, 2011 and 2010 Consolidated Statements of Shareholders' Equity for the fiscal years ended January 31, 2012, 2011 and 2010 Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2012, 2011 and 2010 Notes to Consolidated Financial Statements...

  • Page 53
    ... 2011, and the results of their operations and their cash flows for each of the three years in the period ended January 31, 2012, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company...

  • Page 54
    ...URBAN OUTFITTERS, INC. Consolidated Balance Sheets (in thousands, except share and per share data) January 31, 2012 2011 ASSETS Current assets: Cash and cash equivalents Marketable securities Accounts receivable, net of allowance for doubtful accounts of $1,614 and $1,015, respectively Inventories...

  • Page 55
    ...URBAN OUTFITTERS, INC. Consolidated Statements of Income (in thousands, except share and per share data) Fiscal Year Ended January 31, 2012 2011 2010 Net sales Cost of sales, including certain buying, distribution and occupancy costs Gross profit Selling, general... financial statements. F-4

  • Page 56
    ... URBAN OUTFITTERS, INC. Consolidated Statements of Shareholders' Equity (in thousands, except share data) Common Shares Comprehensive Income Additional Paid-in Capital Accumulated Other Comprehensive Loss Number of Shares Par Value Retained Earnings Total Balances as of January 31, 2009 Net...

  • Page 57
    Table of Contents URBAN OUTFITTERS, INC. Consolidated Statements of Cash Flows (in thousands) Fiscal Year Ended January 31, 2012 2011 2010 Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and ...

  • Page 58
    ... of Pennsylvania in 1976. The principal business activity of the Company is the operation of a general consumer product retail and wholesale business selling to customers through various channels including retail stores, nine websites and five catalogs. As of January 31, 2012 and 2011, the Company...

  • Page 59
    ... primarily consists of amounts due from our wholesale customers as well as credit card receivables outstanding with third-party credit card vendors. The activity of the allowance for doubtful accounts for the years ended January 31, 2012, 2011 and 2010 was as follows: Balance at beginning of...

  • Page 60
    ... share data) Inventories Inventories, which consist primarily of general consumer merchandise held for sale, are valued at the lower of cost or market. Cost is determined on the first-in, first-out method and includes the cost of merchandise and import related costs, including freight, import taxes...

  • Page 61
    ...Cash Flows. Revenue Recognition Revenue is recognized at the point-of-sale for retail store sales or when merchandise is shipped to customers for wholesale and direct-to-consumer sales, net of estimated customer returns. Revenue is recognized at the completion of a job or service for landscape sales...

  • Page 62
    ...following: the cost of merchandise; merchandise markdowns; obsolescence and shrink provisions; store occupancy costs including rent and depreciation; customer shipping costs for direct-to-consumer orders; in-bound and outbound freight; U.S. Customs related taxes and duties; inventory acquisition and...

  • Page 63
    ...46,827 for fiscal 2012, 2011 and 2010, respectively. Start-up Costs The Company expenses all start-up and organization costs as incurred, including travel, training, recruiting, salaries and other operating costs. Website Development Costs The Company capitalizes applicable costs incurred during the...

  • Page 64
    ... securities and accounts receivable. The Company manages the credit risk associated with cash, cash equivalents and marketable securities by investing in high-quality securities held with reputable trustees and, by policy, limiting the amount of credit exposure to any one issuer or issue, as well as...

  • Page 65
    ... Contents URBAN OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (in thousands, except share and per share data) times, may exceed federally insured limits. The Company has not experienced any losses from maintaining cash accounts in excess of such limits. Management believes...

  • Page 66
    Table of Contents URBAN OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (in thousands, except share and per share data) 3. Marketable Securities During all periods shown, marketable securities are classified as available-for-sale. The amortized cost, gross unrealized gains ...

  • Page 67
    Table of Contents URBAN OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (in thousands, except share and per share data) realized loss of $30 during fiscal 2011 and a net realized gain of $1,075 during fiscal 2010. Amortization of discounts and premiums, net, resulted in a ...

  • Page 68
    ... full amortized cost. 4. Fair Value The Company utilizes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach that relate to its financial assets and financial liabilities). The...

  • Page 69
    Table of Contents URBAN OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (in thousands, except share and per share data) Marketable Securities Fair Value as of January 31, 2011 Level 1 Level 2 Level 3 Total Assets: Corporate bonds Municipal and pre-refunded municipal bonds ...

  • Page 70
    ...OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (in thousands, except share and per share data) Below is a reconciliation of the beginning and ending ARS securities balances that the Company valued using a Level 3 valuation for the fiscal years ended January 31, 2012 and 2011...

  • Page 71
    ..., except share and per share data) 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: January 31, 2012 2011 Gift certificates and merchandise credits Accrued construction Accrued income taxes Sales return reserve Accrued...

  • Page 72
    ... of Contents URBAN OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (in thousands, except share and per share data) The components of the provision for income tax expense are as follows: Fiscal Year Ended January 31, 2012 2011 2010 Current: Federal State Foreign Deferred...

  • Page 73
    ... Company had no valuation allowance for certain other foreign and state net operating loss carryforwards where management believes it is more likely than not the tax benefit of these carryforwards will be realized. As of January 31, 2012 and 2011, the non-current portion of net deferred tax assets...

  • Page 74
    ... and penalties as of January 31, 2012 and 2011, respectively. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. During the year ended January 31, 2012, the Company settled its Internal Revenue Service examination for the periods ended...

  • Page 75
    ...options granted to non-employee directors generally vest over a period of one year. The following weighted average assumptions were used in the Model to estimate the fair value of stock options at the date of grant: Fiscal 2012 Fiscal 2011 Fiscal 2010 Expected life, in years Risk-free interest rate...

  • Page 76
    ...The following table summarizes other information related to stock options during the years ended January 31, 2012, 2011 and 2010: Fiscal Year Ended January 31, 2012 2011 2010 Weighted-average grant date fair value-per share Intrinsic value of awards exercised Net cash proceeds from the exercise of...

  • Page 77
    ... share price at the date of grant. As of January 31, 2012, none of these SAR's had vested. The following weighted average assumptions were used in the Model to estimate the fair value of SAR's at the date of grant: Fiscal Year Ended January 31, 2012 2011 Expected life, in years Risk-free interest...

  • Page 78
    ... vested as of January 31, 2012 was $5,589, which is expected to be recognized over the weighted average period of 3.7 years. Performance Share Units The Company grants PSU's which vest based on the achievement of various company performance targets and external market conditions. The fair value of...

  • Page 79
    ... URBAN OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (in thousands, except share and per share data) grant date fair value of PSU's vested during fiscal year 2011 was $1,060. No PSU's vested during fiscal year 2010. Unrecognized compensation cost related to non-vested...

  • Page 80
    ...228 170,333,550 168,053,502 3,176,743 171,230,245 For the fiscal years ended January 31, 2012, 2011 and 2010, awards to purchase 3,836,838 common shares ranging in price from $26.85 to $39.58, 1,324,238 awards to purchase common shares ranging in price from $32.89 to $39.58 and 4,331,650 awards to...

  • Page 81
    ... material adverse effect on the Company's financial position, results of operations or cash flows. 13. Related Party Transactions Drinker Biddle & Reath LLP ("DBR"), a law firm, provided general legal services to the Company. Fees paid to DBR during fiscal 2012, 2011 and 2010 were $2,509, $2,707 and...

  • Page 82
    ... "Urban Outfitters," "Anthropologie," "Free People", "Terrain" and "BHLDN" and includes their direct marketing campaigns which consist of five catalogs and nine websites as of January 31, 2012. Our Retail stores and their direct marketing campaigns are considered an operating segment. Net sales from...

  • Page 83
    ... Accounting Policies." Both the retail and wholesale segments are highly diversified. No customer comprises more than 10% of sales. A summary of the information about the Company's operations by segment is as follows: Fiscal Year 2012 2011 2010 Net sales Retail operations Wholesale operations...

  • Page 84
    ... FINANCIAL STATEMENTS-(Continued) (in thousands, except share and per share data) The Company has foreign operations in Europe and Canada. Revenues and long-lived assets, based upon the Company's domestic and foreign operations, are as follows: Fiscal Year 2012 2011 2010 Net sales Domestic...

  • Page 85
    ...Outfitters, Inc., a Pennsylvania corporation (as of March 20, 2012) Subsidiary Jurisdiction of Organization Anthropologie, Inc. Urban Outfitters Wholesale, Inc. Urban Outfitters UK Limited UO Merchandise, Inc. Urban Outfitters West LLC UO Fenwick, Inc. Urban Outfitters Ireland Limited Free People...

  • Page 86
    ... of Urban Outfitters, Inc. and subsidiaries, and the effectiveness of Urban Outfitters, Inc.'s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Urban Outfitters, Inc. for the year ended January 31, 2012. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania...

  • Page 87
    ... report financial information; and 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. By: /s/ RICHARD A. HAYNE Richard A. Hayne (Principal Executive Officer) Date: April 2, 2012

  • Page 88
    ... summarize and report financial information; and 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. By: /s/ ERIC F. ARTZ Eric F. Artz (Chief Financial Officer) Date: April 2, 2012

  • Page 89
    ...Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: April 2, 2012 By: /s/ RICHARD A. HAYNE Richard A. Hayne (Principal Executive Officer)

  • Page 90
    ... Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: April 2, 2012 By: /s/ ERIC F. ARTZ Eric F. Artz (Chief Financial Officer)