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MarketScreener Homepage  >  Equities  >  Nyse  >  Gap Inc    GPS

GAP INC

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GAP : Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

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11/27/2019 | 02:17pm EST
OUR BUSINESS
We are a global omni-channel retailer offering apparel, accessories, and
personal care products for men, women, and children under the Old Navy, Gap,
Banana Republic, Athleta, Intermix, Janie and Jack, and Hill City brands. We
have Company-operated stores in the United States, Canada, the United Kingdom,
France, Ireland, Japan, Italy, China, Hong Kong, Taiwan, and Mexico. We have
franchise agreements with unaffiliated franchisees to operate Gap, Banana
Republic, and Old Navy stores throughout Asia, Europe, Latin America, the Middle
East, and Africa. Under these agreements, third parties operate, or will
operate, stores that sell apparel and related products under our brand names.
Our products are also available to customers online through Company-owned
websites and through the use of third parties that provide logistics and
fulfillment services. In addition to operating in the specialty, outlet, online,
and franchise channels, we also use our omni-channel capabilities to bridge the
digital world and physical stores to further enhance our shopping experience for
our customers. Our omni-channel services, including order-in-store,
find-in-store, ship-from-store, and buy online pick-up in store, as well as
enhanced mobile experiences, are tailored uniquely across our portfolio of
brands. Most of the products sold under our brand names are designed by us and
manufactured by independent sources. We also sell products that are designed and
manufactured by branded third parties, primarily at our Intermix brand.

OVERVIEW

On February 28, 2019, the Company announced that its Board of Directors approved
a plan to separate the Company into two independent publicly-traded companies:
Old Navy and the new Gap Inc., which will consist of Gap brand, Athleta, Banana
Republic, Intermix, Janie and Jack, and Hill City. The separation is intended to
enable both companies to capitalize on their respective opportunities in an
evolving retail environment by creating distinct financial profiles, tailored
operating priorities and unique capital allocation strategies. Both companies
will be positioned to create value for customers, shareholders and employees
with enhanced focus and flexibility, aligned investments and incentives to meet
the unique strategic goals, and optimized cost structures to deliver growth. The
transaction is targeted to be completed in 2020 and is subject to certain
conditions, including final approval by the Company's Board of Directors,
receipt of a tax opinion from counsel, and the filing and effectiveness of a
registration statement with the U.S. Securities and Exchange Commission. For the
thirteen and thirty-nine weeks ended November 2, 2019, we incurred separation
costs of $70 million and $112 million, respectively, which primarily consist of
costs associated with information technology and external adviser fees and are
recorded as operating expenses in the Condensed Consolidated Statement of
Income.
In addition, on February 28, 2019, the Company announced plans to restructure
the specialty fleet and revitalize the Gap brand, including closing about 230
Gap specialty stores during fiscal 2019 and fiscal 2020. The Company believes
these actions will drive a healthier specialty fleet and will serve as a more
appropriate foundation for brand revitalization. During the two-year period, the
Company estimates pre-tax costs associated with these closure actions to be
about $250 million to $300 million, with the majority expected to be cash
expenditures for lease-related costs. The remaining charges are expected to
primarily include employee-related costs and the net impact of write-offs
related to long-term assets and liabilities. The Company estimates an annualized
sales loss of approximately $625 million as a result of these store closures,
with resulting annualized pre-tax savings of about $90 million. For the thirteen
and thirty-nine weeks ended November 2, 2019, we incurred restructuring costs of
$8 million and $23 million, respectively, which primarily include lease and
employee-related costs. Our discussions and negotiations with landlords around
store closures continue to be difficult, and our ability to execute on our
strategy quickly and decisively is challenging. We continue to focus on
rationalizing stores that don't generate sufficient returns to warrant the
investments necessary to provide our customers with a differentiated experience.
During the first quarter of fiscal 2019, we adopted the new lease accounting
standard, ASC 842, using the optional transition method and recorded a decrease
to opening retained earnings of $86 million, net of tax. The adoption of ASC 842
resulted in the recording of operating lease assets and operating lease
liabilities of $5.7 billion and $6.6 billion, respectively, as of February 3,
2019. The adoption of ASC 842 did not have a material impact to our Condensed
Consolidated Statement of Income or Condensed Consolidated Statement of Cash
Flows.
During the first quarter of fiscal 2019, the Company purchased a building for
$343 million. In addition, as part of a related tax exchange, during the
thirteen weeks ended May 4, 2019 the Company also sold a building for $220
million, which resulted in a pre-tax gain on sale of $191 million.
On March 4, 2019, the Company acquired select assets of Gymboree, Inc. related
to Janie and Jack, a premium children's clothing brand, through a bankruptcy
auction. We purchased intellectual property and property and equipment at the
Janie and Jack store locations. We assumed the leases for the majority of Janie
and Jack stores and entered into a separate transaction to purchase Janie and
Jack inventory. The purchase price for the net assets acquired was $69 million.
On November 7, 2019, Art Peck stepped down as president and chief executive
officer and resigned his position as a director of the Company. Robert J.
Fisher, the Company's current chairman of the board of directors, began serving
as the Company's president and chief executive officer on an interim basis.

                                       19
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Financial results for the third quarter of fiscal 2019 are as follows: • Net sales for the third quarter of fiscal 2019 decreased 2 percent

          compared with the third quarter of fiscal 2018.


•         Comparable sales for the third quarter of fiscal 2019 decreased 4
          percent compared with flat for the third quarter of fiscal 2018.

• Gross profit for the third quarter of fiscal 2019 was $1.56 billion

compared with $1.62 billion for the third quarter of fiscal 2018. Gross

margin for the third quarter of fiscal 2019 was 39.0 percent compared

with 39.7 percent for the third quarter of fiscal 2018.

• Operating margin for the third quarter of fiscal 2019 was 5.5 percent

compared with 8.9 percent for the third quarter of fiscal 2018.

• The effective income tax rate for the third quarter of fiscal 2019 was

          33.0 percent, compared with 24.0 percent for the third quarter of
          fiscal 2018.

• Net income for the third quarter of fiscal 2019 was $140 million

compared with $266 million for the third quarter of fiscal 2018.

• Diluted earnings per share were $0.37 for the third quarter of fiscal

2019 compared with $0.69 for the third quarter of fiscal 2018.

• During the first three quarters of fiscal 2019, we paid dividends of

$274 million.

• During the first three quarters of fiscal 2019, share repurchases were

$150 million.

Our business priorities for fiscal 2019 are as follows: • offering product that is consistently brand-appropriate and on-trend

with high customer acceptance, with a focus on expanding our advantage

in core businesses and loyalty categories, with leading

customer-focused product innovation;

• preparing for successful separation;


•         restructuring the Gap brand specialty fleet globally to create a
          healthier, more profitable base from which to grow;

• improving inventory productivity by leveraging responsive capabilities;


•         investing in digital and customer capabilities, as well as store
          experience, to create a unique and differentiated converged retail

experience that attracts new customers, retains existing customers, and

builds loyalty;

• increasing productivity by leveraging our scale and streamlining

operations and processes throughout the organization;

• attracting and retaining strong talent in our businesses and functions,

          which includes initiating the search for a new CEO; and


•         continuing to integrate social and environmental sustainability into
          business practices to support long term growth.


In fiscal 2019, while we work through the plan for separation, we remain focused
on investing strategically in the business while maintaining operating expense
discipline and driving efficiency through our productivity initiative. One of
our primary objectives is to continue transforming our product to market
process, with the development of a more efficient operating model. Furthermore,
we expect to continue our investment in customer experience, both in stores and
online, to drive higher customer engagement and loyalty across all of our brands
and channels, resulting in market share gains. Finally, we will continue to
invest in strengthening brand awareness, customer acquisition, and digital
capabilities. Underpinning these strategies is a focus on utilizing data,
analytics, and technology to respond faster while making decisions that will
fuel market share gains and lead to a more nimble organization. The current
retail environment is quite challenging, but we remain committed to our
long-term strategic priorities.

                                       20
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RESULTS OF OPERATIONS
Net Sales
See Note 13 of Notes to Condensed Consolidated Financial Statements included in
Part I, Item 1 in this Form 10-Q, for net sales by brand and region.

Comparable Sales ("Comp Sales")
Comp Sales include merchandise sales in Company-operated stores and merchandise
sales through online channels in those countries where we have existing
comparable store sales. The calculation of The Gap, Inc. Comp Sales includes the
results of Athleta and Intermix, but excludes the results of our franchise
business and Janie and Jack.
The percentage change in Comp Sales by global brand and for The Gap, Inc., as
compared with the preceding year, is as follows:
                               13 Weeks Ended                   39 Weeks Ended
                        November 2,      November 3,     November 2,      November 3,
                           2019             2018            2019             2018
Old Navy Global            (4 )%             4  %           (3 )%             4  %
Gap Global                 (7 )%            (7 )%           (8 )%            (6 )%
Banana Republic Global     (3 )%             2  %           (3 )%             2  %
The Gap, Inc.              (4 )%             -  %           (4 )%             1  %


A store is included in the Comp Sales calculations when it has been open and
operated by the Company for at least one year and the selling square footage has
not changed by 15 percent or more within the past year. A store is included in
the Comp Sales calculations on the first day it has comparable prior year sales.
Stores in which the selling square footage has changed by 15 percent or more as
a result of a remodel, expansion, or reduction are excluded from the Comp Sales
calculations until the first day they have comparable prior year sales.
A store is considered non-comparable ("Non-comp") when it has been open and
operated by the Company for less than one year or has changed its selling square
footage by 15 percent or more within the past year.
A store is considered "Closed" if it is temporarily closed for three or more
full consecutive days or it is permanently closed. When a temporarily closed
store reopens, the store will be placed in the Comp/Non-comp status it was in
prior to its closure. If a store was in Closed status for three or more days in
the prior year, the store will be in Non-comp status for the same days the
following year.
Current year foreign exchange rates are applied to both current year and prior
year Comp Sales to achieve a consistent basis for comparison.

                                       21
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Store Count and Square Footage Information
Net sales per average square foot are as follows:
                                                13 Weeks Ended              

39 Weeks Ended

                                         November 2,       November 3,         November 2,         November 3,
($ in millions)                             2019              2018                2019                2018

Net sales per average square foot (1) $ 78 $ 83 $ 236 $ 252

__________

(1) Excludes net sales associated with our online and franchise businesses.

Online sales includes sales through our online channels such as

ship-from-store sales.



Store count, openings, closings, and square footage for our stores are as
follows:
                                   February 2, 2019       39 Weeks Ended November 2, 2019                  November 2, 2019
                                      Number of           Number of            Number of            Number of          Square Footage
                                   Store Locations      Stores Opened      Stores Closed (2)     Store Locations       (in millions)
Old Navy North America                       1,139                 60                     2             1,197                 19.4
Old Navy Asia (1)                               15                  4                     1                18                  0.2
Gap North America                              758                  3                    34               727                  7.5
Gap Asia                                       332                 46                    27               351                  3.2
Gap Europe                                     152                  3                    12               143                  1.2
Banana Republic North America                  556                  8                    10               554                  4.7
Banana Republic Asia                            45                  4                     2                47                  0.2
Athleta North America                          161                 24                     -               185                  0.8
Intermix North America                          36                  -                     1                35                  0.1
Janie and Jack North America (2)                 -                  -                     -               139                  0.2
Company-operated stores total                3,194                152                    89             3,396                 37.5
Franchise                                      472                 94                    24               542                  N/A
Total                                        3,666                246                   113             3,938                 37.5
Increase over prior year                                                                                  6.8 %                1.6 %

                                   February 3, 2018       39 Weeks Ended November 3, 2018                  November 3, 2018
                                      Number of           Number of            Number of            Number of          Square Footage
                                   Store Locations      Stores Opened        Stores Closed       Store Locations       (in millions)
Old Navy North America                       1,066                 54                     3             1,117                 18.4
Old Navy Asia                                   14                  -                     -                14                  0.2
Gap North America                              810                  9                    21               798                  8.2
Gap Asia                                       313                 17                     7               323                  3.1
Gap Europe                                     155                  8                     9               154                  1.3
Banana Republic North America                  576                  8                    10               574                  4.8
Banana Republic Asia                            45                  3                     3                45                  0.2
Athleta North America                          148                 10                     1               157                  0.6
Intermix North America                          38                  -                     2                36                  0.1
Company-operated stores total                3,165                109                    56             3,218                 36.9
Franchise                                      429                 84                    43               470                  N/A
Total                                        3,594                193                    99             3,688                 36.9
Increase over prior year                                                                                  1.3 %                0.8 %


__________

(1) We intend to close Old Navy stores in China by early 2020.

(2) On March 4, 2019, we acquired select assets of Gymboree, Inc. related to

Janie and Jack. The 140 stores acquired were not included as store openings

for fiscal 2019; however, they are included in the ending number of store

locations as of November 2, 2019, net of one closure that occurred in the

third quarter of fiscal 2019.

Gap and Banana Republic outlet and factory stores are reflected in each of the respective brands.



                                       22
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Net Sales
Our net sales for the third quarter of fiscal 2019 decreased $91 million, or 2
percent, compared with the third quarter of fiscal 2018 driven by a decrease in
Comp Sales across all global brands and a decrease in net sales at Gap Global as
a result of store closures, partially offset by an increase in net sales at
Athleta. The decrease in Comp Sales for the third quarter of fiscal 2019 was
partially offset by new store openings at Old Navy Global as well as the
addition of Janie and Jack.
Our net sales for the first three quarters of fiscal 2019 decreased $248
million, or 2 percent, compared with the first three quarters of fiscal 2018
primarily driven by a decrease in net sales at Gap Global, as well as an
unfavorable impact of foreign exchange of $68 million, partially offset by the
addition of Janie and Jack as well as an increase in net sales at Athleta. The
foreign exchange impact is the translation impact if net sales for the first
three quarters of fiscal 2018 were translated at exchange rates applicable
during the first three quarters of fiscal 2019.

Cost of Goods Sold and Occupancy Expenses

                                              13 Weeks Ended                  39 Weeks Ended
                                        November 2,     November 3,     November 2,     November 3,
($ in millions)                            2019            2018            2019            2018
Cost of goods sold and occupancy
expenses                               $     2,439$     2,466$     7,250$     7,280
Gross profit                           $     1,559$     1,623$     4,459$     4,677
Cost of goods sold and occupancy
expenses as a percentage of net sales         61.0 %          60.3 %          61.9 %          60.9 %
Gross margin                                  39.0 %          39.7 %          38.1 %          39.1 %


Cost of goods sold and occupancy expenses increased 0.7 percentage points as a
percentage of net sales in the third quarter of fiscal 2019 compared with the
third quarter of fiscal 2018.
•         Cost of goods sold increased 0.5 percentage points as a percentage of
          net sales in the third quarter of fiscal 2019 compared with the third
          quarter of fiscal 2018, primarily driven by higher promotional activity
          at Old Navy Global as well as higher inventory shortage costs at all
          global brands; partially offset by improved margins at Athleta.

• Occupancy expenses increased 0.2 percentage points as a percentage of

          net sales in the third quarter of fiscal 2019 compared with the third
          quarter of fiscal 2018 driven by lower net sales without a
          corresponding decrease in occupancy expenses.


Cost of goods sold and occupancy expenses increased 1.0 percentage points as a
percentage of net sales in the first three quarters of fiscal 2019 compared with
the first three quarters of fiscal 2018.
•         Cost of goods sold increased 0.8 percentage points as a percentage of
          net sales in the first three quarters of fiscal 2019 compared with the
          first three quarters of fiscal 2018, primarily driven by higher
          promotional activity at Old Navy Global.

• Occupancy expenses increased 0.2 percentage points as a percentage of

          net sales in the first three quarters of fiscal 2019 compared with the
          first three quarters of fiscal 2018 primarily driven by lower net sales
          without a corresponding decrease in occupancy expenses.




                                       23
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Operating Expenses
                                              13 Weeks Ended                  39 Weeks Ended
                                        November 2,     November 3,     November 2,     November 3,
($ in millions)                            2019            2018            2019            2018
Operating expenses                     $     1,338$     1,260$     3,640$     3,687
Operating expenses as a percentage of
net sales                                     33.5 %          30.8 %          31.1 %          30.8 %
Operating margin                               5.5 %           8.9 %           7.0 %           8.3 %


Operating expenses increased $78 million in the third quarter of fiscal 2019
compared with the third quarter of fiscal 2018 primarily due to
separation-related costs and operating expenses related to Janie and Jack;
partially offset by a decrease in bonus expense.
Operating expenses decreased $47 million in the first three quarters of fiscal
2019 compared with the first three quarters of fiscal 2018, driven by a $191
million gain on the sale of a building. The remaining increase in operating
expenses for the first three quarters of fiscal 2019 compared with the first
three quarters of fiscal 2018 was primarily due to separation-related costs,
operating expenses related to Janie and Jack, and specialty fleet restructuring
costs; partially offset by a decrease in bonus expense.

Interest Expense

                                                13 Weeks Ended              

39 Weeks Ended

                                         November 2,       November 3,       November 2,       November 3,
($ in millions)                             2019              2018              2019              2018
Interest expense                       $          19     $          21     $          58     $          54

Interest expense primarily includes interest on overall borrowings and obligations mainly related to our $1.25 billion 5.95 percent Notes.

Income Taxes
                           13 Weeks Ended                   39 Weeks Ended
                    November 2,      November 3,      November 2,     November 3,
($ in millions)        2019              2018            2019            2018
Income taxes       $       69$       84$      247$       230
Effective tax rate       33.0 %           24.0 %           31.6 %           24.0 %


The increase in the effective tax rate for the third quarter of fiscal 2019
compared with fiscal 2018 is primarily due to a measurement period adjustment
recorded in the third quarter of fiscal 2018 to reduce our fiscal 2017
provisional estimated net charge related to the TCJA transition tax and changes
in the mix of income before taxes across jurisdictions with varying tax rates
during the thirteen weeks ended November 2, 2019.
The increase in the effective tax rate for the first three quarters of fiscal
2019 compared with the respective period of fiscal 2018 is primarily due to a
$30 million adjustment recorded in the second quarter of the current year to
increase our fiscal 2017 tax liability for additional guidance issued by the
U.S. Treasury Department regarding the TCJA and a measurement period adjustment
recorded in the third quarter of fiscal 2018 to reduce our fiscal 2017
provisional estimated net charge related to the TCJA transition tax.

                                       24
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LIQUIDITY AND CAPITAL RESOURCES
Our largest source of cash flows is cash collections from the sale of our
merchandise. Our primary uses of cash include merchandise inventory purchases,
occupancy costs, personnel-related expenses, purchases of property and
equipment, and payment of taxes. In addition, we expect to incur material
separation-related costs and we may have dividend payments, debt repayments, and
share repurchases. As of November 2, 2019, cash, cash equivalents, and
short-term investments were $1.1 billion, the majority of which was held in the
United States and is generally accessible without any limitations.
We believe that current cash balances and cash flows from our operations will be
sufficient to support our business operations, including separation-related
costs and planned capital expenditures, as well as Gap brand specialty fleet
restructuring costs and growth initiatives, for the next 12 months and beyond.
We are also able to supplement near-term liquidity, if necessary, with our $500
million revolving credit facility or other available market instruments.

Cash Flows from Operating Activities
Net cash provided by operating activities decreased $39 million during the first
three quarters of fiscal 2019 compared with the first three quarters of fiscal
2018, primarily due to the following:
• a decrease in net income; and


•         $191 million decrease to cash flows from operating activities due to
          gain on the sale of a building during fiscal 2019;


partially offset by
•         an increase of $176 million primarily due to lower bonus payout in
          fiscal 2019 compared with the bonus payout in fiscal 2018, which
          impacts accrued expenses and other current liabilities; and

• an increase of $137 million related to merchandise inventory primarily

due to the volume and timing of receipts.



We fund inventory expenditures during normal and peak periods through cash flows
from operating activities and available cash. Our business follows a seasonal
pattern, with sales peaking during the end-of-year holiday period. The
seasonality of our operations may lead to significant fluctuations in certain
asset and liability accounts between fiscal year-end and subsequent interim
periods.

Cash Flows from Investing Activities
Net cash used for investing activities during the first three quarters of fiscal
2019 decreased $94 million compared with the first three quarters of fiscal
2018, primarily due to the following:
•         $292 million fewer net purchases of available-for-sale debt securities
          during the first three quarters of fiscal 2019 compared with the first
          three quarters of fiscal 2018; and


•         $220 million of proceeds received for the sale of a building during
          fiscal 2019;


partially offset by
• $343 million purchase of a building during fiscal 2019; and


$69 million purchase of Janie and Jack during fiscal 2019.




Cash Flows from Financing Activities
Net cash used for financing activities during the first three quarters of fiscal
2019 decreased $141 million compared with the first three quarters of fiscal
2018, primarily due to fewer repurchases of common stock.

Free Cash Flow
Free cash flow is a non-GAAP financial measure. We believe free cash flow is an
important metric because it represents a measure of how much cash a company has
available for discretionary and non-discretionary items after the deduction of
capital expenditures, as we require regular capital expenditures to build and
maintain stores and purchase new equipment to improve our business and
infrastructure. We use this metric internally, as we believe our sustained
ability to generate free cash flow is an important driver of value creation.
However, this non-GAAP financial measure is not intended to supersede or replace
our GAAP results.

                                       25
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The following table reconciles free cash flow, a non-GAAP financial measure, from a GAAP financial measure.

                                                     39 Weeks Ended
                                               November 2,     November 3,
($ in millions)                                   2019            2018

Net cash provided by operating activities $ 528$ 567 Less: Purchases of property and equipment (1) (523 )

           (510 )
Free cash flow                                $        5$        57

__________

(1) Excludes purchase of building in the first quarter of fiscal 2019.




Debt and Credit Facilities
Certain financial information about the Company's debt and credit facilities is
set forth under the heading "Debt and Credit Facilities" in Note 3 of Notes to
Condensed Consolidated Financial Statements included in Part I, Item 1 of this
Form 10-Q.
Dividend Policy
In determining whether and at what level to declare a dividend, we consider a
number of factors including sustainability, operating performance, liquidity,
and market conditions.
We paid a dividend of $0.2425 per share during each of the first three quarters
of fiscal 2019 and fiscal 2018. We intend to pay a fourth quarter dividend of
$0.2425 per share, which would result in an annual dividend of $0.97 per share,
consistent with the annual dividend for fiscal 2018.
Share Repurchases
Certain financial information about the Company's share repurchases is set forth
under the heading "Share Repurchases" in Note 6 of Notes to Condensed
Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.
Summary Disclosures about Contractual Cash Obligations and Commercial
Commitments
Except for presentation changes resulting from the adoption of ASC 842 during
the period and Old Navy spin-off transaction costs and related obligations,
there have been no material changes to our contractual obligations and
commercial commitments as disclosed in our Annual Report on Form 10-K as of
February 2, 2019, other than those which occur in the normal course of business.
See Note 12 of Notes to Condensed Consolidated Financial Statements included in
Part I, Item 1 of this Form 10-Q, for disclosures on commitments and
contingencies.
Critical Accounting Policies and Estimates
Except for changes resulting from the adoption of new accounting standards
during the period, there have been no significant changes to our critical
accounting policies and estimates as discussed in our Annual Report on Form 10-K
for the fiscal year ended February 2, 2019. See Note 1 of Notes to Condensed
Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q,
for disclosures on accounting policies.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.


Our market risk profile as of February 2, 2019, is disclosed in our Annual
Report on Form 10-K and has not significantly changed. See Notes 3, 4, and 5 of
Notes to Condensed Consolidated Financial Statements included in Part I, Item 1,
of this Form 10-Q for disclosures on our debt, investments, and derivative
financial instruments.
Item 4. Controls and Procedures.


Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation
of management, including the Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the
end of the period covered by this Quarterly Report on Form 10-Q. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There was no change in the Company's internal control over financial reporting
that occurred during the Company's third quarter of fiscal 2019 that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.


                                       26

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