UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 6, 2003
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Constellation Brands, Inc.
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(Exact name of registrant as specified in its charter)
001-08495
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(Commission File Number)
Delaware 16-0716709
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
300 WillowBrook Office Park, Fairport, New York 14450
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(Address of principal executive offices) (Zip Code)
(585) 218-3600
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Constellation Brands, Inc. released the following information on January 6,
2003:
CONSTELLATION REPORTS 18% INCREASE IN NET INCOME FOR THIRD QUARTER
ON 5% SALES GROWTH
Management raises full-year estimate to $2.03 to $2.05
Fairport, New York, January 6, 2003 - Constellation Brands, Inc. (NYSE: STZ and
STZ.B) today reported financial results for its third quarter and nine months
ended November 30, 2002. Net income increased $10 million, or 18 percent, for
the third quarter to reach $64 million. Diluted earnings per share of $0.69 for
the quarter represents an increase of 13 percent over diluted earnings per share
of $0.61 for the prior year third quarter. For the first nine months of fiscal
2003, net income increased 23 percent and diluted earnings per share increased
16 percent to reach $1.63. These results and the results discussed in this
press release were calculated on a comparable basis, excluding amortization of
goodwill and indefinite lived intangible assets.
Richard Sands, Chairman and Chief Executive Officer of Constellation, said,
"Constellation's sales and earnings this quarter were driven by growth in
imported beer and solid popular and premium wine results. Despite a difficult
economic environment, we continue to hit our earnings targets. Our balanced
growth strategy continues to serve us well as we achieved our 19th consecutive
quarter of double-digit earnings growth, a testament to our broad portfolio
strategy."
Sands added, "Constellation's business remains strong and we are raising
our full-year earnings per share guidance to $2.03 to $2.05. As we look to the
future, Constellation remains well positioned in sectors with good long-term
growth prospects. We are confident we can build on our growth track record and
we continue to target mid-teens EPS growth."
CONSOLIDATED RESULTS
Net sales increased five percent to reach $738 million for the three months
ended November 30, 2002 ("Third Quarter 2003") compared to the three months
ended November 30, 2001 ("Third Quarter 2002"). On a currency-adjusted basis,
net sales increased three percent primarily from increased sales of imported
beer. Also contributing to the sales growth were spirits, U.K. wholesale and
fine wines offset by declines in the U.K. branded business, particularly cider,
and bulk wine sales and concentrate sales. Net sales for the nine months ended
November 30, 2002 ("Nine Months 2003"), increased four percent as compared to
the nine months ended November 30, 2001 ("Nine Months 2002"). Excluding the
impact of currency, organic net sales increased two percent for Nine Months
2003.
Gross profit reached $213 million for the quarter, an increase of 11
percent. The improvement in gross profit resulted from increased sales and a
140 basis point improvement in gross profit margin. The increase in gross
profit margin to 28.9 percent resulted primarily from: a favorable mix of sales
towards higher margin wine brands; lower average wine costs; and higher average
imported beer prices partially offset by higher average imported beer costs.
For Nine Months 2003, gross profit increased 10 percent and gross profit margin
improved 130 basis points compared to the prior year period.
Selling, general and administrative expenses increased eight million
dollars to reach $85 million for the quarter. The increase in selling, general
and administrative expenses is due to increased selling and personnel costs to
support growth in imported beer and U.K. wholesale, and the recognition of a
gain in the prior year period in conjunction with the formation of the Company's
joint venture, Pacific Wine Partners, partially offset by costs associated with
the formation of the joint venture. As a percent of net sales, selling, general
and administrative expenses were 11.6 percent compared to 11.1 percent in the
prior year period. Selling, general and administrative expenses as a percent of
net sales for Nine Months 2003 were 12.7 percent, an increase of 40 basis points
from the prior year.
Operating income increased 11 percent for the quarter and year to date due
to increased sales and improving operating margins.
Equity income from Pacific Wine Partners, an equally owned joint venture
with BRL Hardy which commenced operations August 1, 2001, was four million
dollars for Third Quarter 2003 versus one million dollars for Third Quarter
2002. Growth of the joint venture continues to be driven by strong demand for
both Banrock Station and Blackstone, which increased on an organic basis 40
percent and 70 percent, respectively, for the quarter. For Nine Months 2003,
equity income was $10 million.
Net interest expense for Third Quarter 2003 declined slightly as a result
of lower average debt levels. Net interest expense for Nine Months 2003 was $80
million, down from $86 million for Nine Months 2002.
As a result of these factors, net income reached $64 million for Third
Quarter 2003, an 18 percent increase compared to net income of $54 million for
Third Quarter 2002. Diluted earnings per share for Third Quarter 2003 were
$0.69, a 13 percent increase over diluted earnings per share of $0.61 for Third
Quarter 2002. Net income and diluted earnings per share for Nine Months 2002
increased 23 percent and 16 percent, respectively, reaching $151 million and
$1.63.
IMPORTED BEER AND SPIRITS RESULTS
Imported beer and spirits net sales for Third Quarter 2003 were $276
million, an increase of 10 percent compared to Third Quarter 2002. Led by
Corona Extra, Corona Light and Modelo Especial, imported beer sales increased 12
percent. The increase was primarily due to a combination of volume gains and a
price increase on the Company's Mexican brands, which took effect during the
first quarter of fiscal 2003. Spirits net sales growth of five percent resulted
primarily from an increase in bulk whiskey sales partially offset by slightly
lower branded sales.
Operating income increased 20 percent versus the comparable quarter last
year. The growth in operating income was primarily the result of favorable beer
pricing and lower average spirits costs, particularly tequila, partially offset
by increased imported beer costs and selling expenses to support the growth in
the imported beer business.
For Nine Months 2003, imported beer and spirits net sales and operating
income increased six percent and 18 percent, respectively.
POPULAR AND PREMIUM WINE RESULTS
Net sales for popular and premium wine for the quarter declined 3 percent
on lower bulk wine and concentrate sales. Popular and premium wine branded
sales were unchanged versus the prior year on slightly lower volume. Arbor
Mist, Almaden box wine, Alice White, Covey Run and Paul Masson Grande Amber
Brandy experienced solid growth, collectively up nine percent. The Company
continues to face a competitive pricing environment. However, rather than
engage in deep discounting, the Company has been more selective in its
promotional activities, instead focusing on long-term brand building
initiatives.
Operating income declined one million dollars to $37 million. Operating
margins were unchanged at 17.5 percent as the benefit of lower average costs was
offset by increased advertising expense.
Net sales and operating income for Nine Months 2003 were $561 million and
$80 million, respectively, compared to $585 million and $81 million for Nine
Months 2002. Lower bulk wine and concentrate sales contributed to more than half
of the sales decline.
U.K. BRANDS AND WHOLESALE RESULTS
Net sales for Third Quarter 2003 were $211 million versus $197 million
reported for the comparable quarter a year ago, an increase of seven percent.
Excluding the impact of foreign currency, net sales were flat as slight
increases in U.K. wholesale were offset by declines in U.K. brands. Growth in
the wholesale business was impacted by slower consumer traffic through clubs and
pubs. The decline in branded sales was primarily the result of lower cider
sales. Operating income grew 12 percent to reach $22 million for Third Quarter
2003. The improvement in operating income resulted from higher sales and
improving operating profit margins in the branded business.
Excluding the impact of currency, net sales for Nine Months 2003 increased
three percent. Operating income for Nine Months 2003 increased two million
dollars to reach $46 million.
FINE WINE RESULTS
Fine wine net sales for Third Quarter 2003 were $42 million versus $41
million reported for the comparable quarter last year, an increase of three
percent. Ravenswood and Simi led volume increases of eight percent, which were
partially offset by higher promotional activity and a shift towards lower priced
brands. Fine wine sales growth continues to be impacted by slower on-premise
sales as the economy continues to affect fine dining. Operating income
increased 16 percent as a result of higher sales, lower average grape costs and
lower broker commissions on Ravenswood as the brand was integrated into the
Company's fine wine sales force.
Net sales and operating income for Nine Months 2003 were $112 million and
$40 million, respectively, an increase of 18 percent and 28 percent compared to
Nine Months 2002. Excluding the four-month benefit from Ravenswood, net sales
increased 3 percent on 10 percent volume increases.
OUTLOOK
The following statements are management's current expectations for the
Company's three months ending February 28, 2003 ("Fourth Quarter 2003"), and
fiscal year ending
February 28, 2003 ("Fiscal 2003"). These statements are made as of the date of
this press release and are forward-looking. Actual results may differ materially
from these expectations due to a number of risks and uncertainties.
- Diluted earnings per share for Fourth Quarter 2003 are expected to be
within a range of $0.40 to $0.42 versus diluted earnings per share on
a comparable basis of $0.37 for Fourth Quarter 2002.
- Diluted earnings per share for Fiscal 2003 are expected to be within
a range of $2.03 to $2.05 versus diluted earnings per share before an
extraordinary item on a comparable basis of $1.79 for Fiscal 2002.
All share and per share amounts in this press release, including within the
financial information, reflects the two-for-one stock split of both the
Company's Class A and Class B common stock, which was distributed in the form of
a stock dividend on May 13, 2002.
STATUS OF BUSINESS OUTLOOK
During the quarter, Constellation may reiterate the estimates set forth
above under the heading Outlook (collectively, the "Outlook"). Prior to the
start of the Quiet Period (described below), the public can continue to rely on
the Outlook as still being Constellation's current expectations on the matters
covered, unless Constellation publishes a notice stating otherwise.
Beginning February 15, 2003, Constellation will observe a "Quiet Period"
during which the Outlook no longer constitutes the Company's current
expectations. During the Quiet Period, the Outlook should be considered to be
historical, speaking as of prior to the Quiet Period only and not subject to
update by the Company. During the Quiet Period, Constellation's representatives
will not comment concerning the Outlook or Constellation's financial results or
expectations. The Quiet Period will extend until the day when Constellation's
next quarterly Earnings Release is published, presently scheduled for Wednesday,
April 9, 2003.
ADOPTION OF SFAS NO. 142 AND EITF NO. 01-09
The financial information in this press release reflects the adoption of
Statement of Financial Accounting Standards No. 142 ("SFAS 142"), "Goodwill and
Other Intangible Assets." In order to help investors better evaluate year over
year performance, the Company has included financial information on a
"comparable" basis, as if the adoption of SFAS 142 had occurred in the prior
year. Unless otherwise noted, discussions in this release were prepared on a
comparable basis.
Also, beginning March 1, 2002, the Company adopted Emerging Issues Task
Force Issue No. 01-09 ("EITF 01-09"), "Accounting for Consideration Given by a
Vendor to a Customer or a Reseller of a Vendor's Products." As a result, the
Company has reclassified certain promotional expenditures paid to distributors,
retailers or consumers as a reduction of revenue and non-cash consideration as
an increase to cost of product sold. The Company previously reported these
expenses as selling, general and administrative expenses. Prior-period financial
information has been reclassified to comply with this guidance. This
reclassification does not affect operating income or net income. Additional
historical financial information, adjusted to show the effect of EITF 01-09, can
be found on the Company's web site: www.cbrands.com.
FORWARD-LOOKING STATEMENTS
The statements made under the heading Outlook, as well as all other
statements set forth in this press release which are not historical facts, are
forward-looking statements that involve risks and uncertainties that could cause
actual results to differ materially from those set forth in or implied by the
forward-looking statements. The Company's forward-looking statements are based
on management's current expectations and unless otherwise noted do not take into
account the impact of any future acquisition, merger or any other business
combination, divestiture or financing that may be completed after the date of
this release. Any projections of future results of operations, and in
particular, (i) the Company's estimated diluted earnings per share for Fourth
Quarter 2003, (ii) the Company's estimated diluted earnings per share for Fiscal
2003, and (iii) the Company's target of mid- teens earnings per share growth,
should not be construed in any manner as a guarantee that such results will in
fact occur. In addition to the risks and uncertainties of ordinary business
operations, the forward-looking statements of the Company contained in this
press release are also subject to the following risks and uncertainties: the
Company achieving certain sales projections and meeting certain cost targets;
wholesalers and retailers may give higher priority to products of the Company's
competitors; raw material supply, production or shipment difficulties could
adversely affect the Company's ability to supply its customers; increased
competitive activities in the form of pricing, advertising and promotions could
adversely impact consumer demand for the Company's products and/or result in
higher than expected selling, general and administrative expenses; a general
decline in alcohol consumption; increases in federal and state excise taxes on
beverage alcohol products; changes in foreign exchange rates. For additional
information about risks and uncertainties that could adversely affect the
Company's forward-looking statements, please refer to the Company's filings with
the Securities and Exchange Commission, including its Annual Report on Form 10-K
for the fiscal year ended February 28, 2002.
ABOUT CONSTELLATION
Constellation Brands, Inc. is a leading producer and marketer of beverage
alcohol brands, with a broad portfolio of wines, spirits and imported beers. The
Company is the largest single-source supplier of these products in the United
States, and both a major producer and independent drinks wholesaler in the
United Kingdom. The Company also operates a US based joint venture with the
largest Australian Wine Company - BRL Hardy. Well-known brands in
Constellation's portfolio include: Corona Extra, Pacifico, St. Pauli Girl, Black
Velvet, Fleischmann's, Estancia, Simi, Ravenswood, Blackstone, Banrock Station,
Alice White, Talus, Vendange, Almaden, Arbor Mist, Stowells of Chelsea and
Blackthorn.
CONFERENCE CALL DETAILS
A conference call to discuss the quarterly results will be hosted by
Richard Sands, Chairman and CEO, and Tom Summer, Executive Vice President and
CFO, on Tuesday, January 7, 2003, at 11:00 a.m. (Eastern). The conference call
can be accessed by dialing 412-858-4600 beginning at 10:50am (Eastern). A live
listen-only web cast of the conference call is available on the Internet at
Constellation's web site: www.cbrands.com under "Investor Information." If you
are unable to participate in the conference call, there will be a replay
available on Constellation's web site or by dialing (412) 858-1440 from
approximately 1:00 p.m. (Eastern) on Tuesday, January 7, 2003, through 12:00
a.m. (Eastern) on Wednesday, January 15, 2003.
Digital Playback Instructions - Courtesy of ChorusCall
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1. Dial 412-858-1440.
2. Enter '960' when prompted for your account number followed by the # sign.
3. Please press '1' to play a recorded conference.
4. Please enter '304297' when prompted to enter the conference number
followed by the # sign.
5. Please clearly state your name and company name when prompted to do so
followed by any key.
6. Please press '1' to begin the conference playback.
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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOLLOW
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
November 30, 2002 February 28, 2002
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ASSETS
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CURRENT ASSETS:
Cash and cash investments $ 29,936 $ 8,961
Accounts receivable, net 479,662 383,922
Inventories, net 880,149 777,586
Prepaid expenses and other current assets 76,165 60,779
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Total current assets 1,465,912 1,231,248
PROPERTY, PLANT AND EQUIPMENT, net 599,153 578,764
GOODWILL 721,104 668,083
INTANGIBLE ASSETS, net 382,668 425,987
OTHER ASSETS 171,566 165,303
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Total assets $ 3,340,403 $ 3,069,385
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LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES:
Notes payable $ 5,198 $ 54,775
Current maturities of long-term debt 83,338 81,609
Accounts payable 217,715 153,433
Accrued excise taxes 52,615 60,238
Other accrued expenses and liabilities 352,583 245,155
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Total current liabilities 711,449 595,210
LONG-TERM DEBT, less current maturities 1,265,574 1,293,183
DEFERRED INCOME TAXES 151,293 163,146
OTHER LIABILITIES 64,171 62,110
STOCKHOLDERS' EQUITY 1,147,916 955,736
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Total liabilities and stockholders' equity $ 3,340,403 $ 3,069,385
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CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (a)
(in thousands, except per share data)
Comparable (b)
----------------------------
Three Months Three Months Three Months
Ended Ended Percent Ended Percent
November 30, 2002 November 30, 2001 Change November 30, 2001 Change
----------------- ----------------- ------- ----------------- -------
Gross sales $ 969,759 $ 925,556 5% $ 925,556 5%
Excise taxes (231,380) (223,702) 3% (223,702) 3%
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Net sales 738,379 701,854 5% 701,854 5%
Cost of product sold (524,885) (508,740) 3% (508,740) 3%
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Gross profit 213,494 193,114 11% 193,114 11%
Selling, general and administrative
expenses (85,470) (84,291) 1% (77,829) 10%
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Operating income 128,024 108,823 18% 115,285 11%
Equity in earnings of joint venture 4,182 1,165 259% 1,165 259%
Interest expense, net (26,202) (27,249) -4% (27,249) -4%
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Income before income taxes 106,004 82,739 28% 89,201 19%
Provision for income taxes (41,660) (33,096) 26% (34,788) 20%
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Net income $ 64,344 $ 49,643 30% $ 54,413 18%
============= ============= =============
Earnings per common share:
Basic $ 0.71 $ 0.57 25% $ 0.63 13%
Diluted $ 0.69 $ 0.55 25% $ 0.61 13%
Weighted average common shares
outstanding:
Basic 90,323 86,858 4% 86,858 4%
Diluted 93,083 89,477 4% 89,477 4%
Segment Information:
Net sales:
Imported Beer and Spirits
Imported beer $ 195,585 $ 174,045 12% $ 174,045 12%
Spirits 80,495 76,638 5% 76,638 5%
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Net sales $ 276,080 $ 250,683 10% $ 250,683 10%
Popular and Premium Wine
Branded $ 197,678 $ 197,702 0% $ 197,702 0%
Other 15,655 21,414 -27% 21,414 -27%
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Net sales $ 213,333 $ 219,116 -3% $ 219,116 -3%
U.K. Brands and Wholesale
Branded $ 66,988 $ 64,912 3% $ 64,912 3%
Wholesale 144,406 131,839 10% 131,839 10%
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Net sales $ 211,394 $ 196,751 7% $ 196,751 7%
Fine Wine $ 42,391 $ 41,011 3% $ 41,011 3%
Intersegment eliminations $ (4,819) $ (5,707) -16% $ (5,707) -16%
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Consolidated net sales $ 738,379 $ 701,854 5% $ 701,854 5%
============= ============= =============
Operating income:
Imported Beer and Spirits $ 59,572 $ 47,822 25% $ 49,838 20%
Popular and Premium Wine 37,240 36,377 2% 38,330 -3%
U.K. Brands and Wholesale 21,643 17,872 21% 19,287 12%
Fine Wine 16,550 13,169 26% 14,247 16%
Corporate Operations (6,981) (6,417) 9% (6,417) 9%
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Consolidated operating income $ 128,024 $ 108,823 18% $ 115,285 11%
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(a) Reflects the adoption of EITF Issue No. 01-09. Prior-period has been
reclassified to comply with this guidance.
(b) Adjusted to exclude amortization of goodwill and indefinite lived
intangible assets under SFAS No. 142.
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (a)
(in thousands, except per share data)
Comparable (b)
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Nine Months Nine Months Nine Months
Ended Ended Percent Ended Percent
November 30, 2002 November 30, 2001 Change November 30, 2001 Change
----------------- ----------------- ------- ----------------- -------
Gross sales $ 2,729,219 $ 2,616,477 4% $ 2,616,477 4%
Excise taxes (650,641) (627,064) 4% (627,064) 4%
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Net sales 2,078,578 1,989,413 4% 1,989,413 4%
Cost of product sold (1,495,096) (1,457,124) 3% (1,457,124) 3%
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Gross profit 583,482 532,289 10% 532,289 10%
Selling, general and administrative
expenses (263,847) (264,542) 0% (245,157) 8%
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Operating income 319,635 267,747 19% 287,132 11%
Equity in earnings of joint venture 10,093 1,028 882% 1,028 882%
Interest expense, net (80,494) (86,408) -7% (86,408) -7%
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Income before income taxes 249,234 182,367 37% 201,752 24%
Provision for income taxes (97,949) (72,947) 34% (78,683) 24%
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Net income $ 151,285 $ 109,420 38% $ 123,069 23%
============= ============= =============
Earnings per common share:
Basic $ 1.69 $ 1.29 31% $ 1.45 17%
Diluted $ 1.63 $ 1.26 29% $ 1.41 16%
Weighted average common shares
outstanding:
Basic 89,617 84,724 6% 84,724 6%
Diluted 92,669 87,140 6% 87,140 6%
Segment Information:
Net sales:
Imported Beer and Spirits
Imported beer $ 615,098 $ 570,178 8% $ 570,178 8%
Spirits 219,381 214,430 2% 214,430 2%
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Net sales $ 834,479 $ 784,608 6% $ 784,608 6%
Popular and Premium Wine
Branded $ 518,483 $ 528,159 -2% $ 528,159 -2%
Other 42,805 56,653 -24% 56,653 -24%
------------- ------------- -------------
Net sales $ 561,288 $ 584,812 -4% $ 584,812 -4%
U.K. Brands and Wholesale
Branded $ 179,714 $ 177,518 1% $ 177,518 1%
Wholesale 408,795 366,312 12% 366,312 12%
------------- ------------- -------------
Net sales $ 588,509 $ 543,830 8% $ 543,830 8%
Fine Wine $ 112,027 $ 95,105 18% $ 95,105 18%
Intersegment eliminations $ (17,725) $ (18,942) -6% $ (18,942) -6%
------------- ------------- -------------
Consolidated net sales $ 2,078,578 $ 1,989,413 4% $ 1,989,413 4%
============= ============= =============
Operating income:
Imported Beer and Spirits $ 175,548 $ 143,234 23% $ 149,400 18%
Popular and Premium Wine 79,808 75,706 5% 81,252 -2%
U.K. Brands and Wholesale 46,418 40,157 16% 44,614 4%
Fine Wine 40,286 28,315 42% 31,531 28%
Corporate Operations (22,425) (19,665) 14% (19,665) 14%
------------- ------------- -------------
Consolidated operating income $ 319,635 $ 267,747 19% $ 287,132 11%
============= ============= =============
(a) Reflects the adoption of EITF Issue No. 01-09. Prior-period has been
reclassified to comply with this guidance.
(b) Adjusted to exclude amortization of goodwill and indefinite lived
intangible assets under SFAS No. 142.
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL DATA
PACIFIC WINE PARTNERS JOINT VENTURE (a)
(in thousands)
Three Months Three Months
Ended Ended Percent
November 30, 2002 November 30, 2001 Change
----------------- ------------------ -------
Net sales $ 32,583 $ 17,699 84%
Operating income $ 8,221 $ 1,981 315%
Nine Months Nine Months
Ended Ended Percent
November 30, 2002 November 30, 2001 Change
----------------- ----------------- -------
Net sales $ 82,428 $ 21,726 279%
Operating income $ 19,849 $ 1,864 965%
(a) Pacific Wine Partners commenced operations August 2001.
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, hereunto duly authorized.
CONSTELLATION BRANDS, INC.
Dated: January 6, 2003 By: /s/ Thomas S. Summer
---------------------------------
Thomas S. Summer, Executive Vice
President and Chief Financial
Officer
INDEX TO EXHIBITS
(1) UNDERWRITING AGREEMENT
Not Applicable.
(2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
Not Applicable.
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
Not Applicable.
(16) LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
Not Applicable.
(17) LETTER RE DIRECTOR RESIGNATION
Not Applicable.
(20) OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
Not Applicable.
(23) CONSENTS OF EXPERTS AND COUNSEL
Not Applicable.
(24) POWER OF ATTORNEY
Not Applicable.
(99) ADDITIONAL EXHIBITS
None