-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G0rTyg39U2Nm45cwd8ttzcq4QF0oWIdMNrIYN3kgLga2rRzwTuP28btgWNSR+j3A CT/iaefqs+hHLgGQCk44vw== 0000950134-02-000267.txt : 20020413 0000950134-02-000267.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950134-02-000267 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011130 FILED AS OF DATE: 20020114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPRESO INC CENTRAL INDEX KEY: 0001108345 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 752849585 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-29883 FILM NUMBER: 2508967 BUSINESS ADDRESS: STREET 1: 652 SOUTHWESTERN BLVD CITY: COPPELL STATE: TX ZIP: 75019 BUSINESS PHONE: 9724620100 MAIL ADDRESS: STREET 1: 652 SOUTHWESTERN BLVD CITY: COPPELL STATE: TX ZIP: 75019 FORMER COMPANY: FORMER CONFORMED NAME: IMPRESO COM INC DATE OF NAME CHANGE: 20000302 10-Q 1 d93480e10-q.txt FORM 10-Q FOR QUARTER ENDED NOVEMBER 30, 2001 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X Quarterly report pursuant to Section 13 or 15 (d) of the Securities - --- Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2001 OR Transition report pursuant to Section 13 or 15(d) of the Securities - --- Exchange Act of 1934 COMMISSION FILE NUMBER 000-29883 IMPRESO, INC. (Exact name of registrant as specified in its charter) DELAWARE 75-2849585 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 652 SOUTHWESTERN BOULEVARD COPPELL, TEXAS 75019 (Address of principal executive offices) (972) 462-0100 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of Common Stock as of the latest practicable date.
Class of Common Stock Shares outstanding at January 11, 2002 --------------------- -------------------------------------- $0.01 Par Value 5,278,780
IMPRESO, INC. AND SUBSIDIARIES FORM 10-Q NOVEMBER 30, 2001 INDEX
PAGE NUMBER ----------- PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements: Interim Consolidated Balance Sheets at November 30, 2001 (Unaudited) and August 31, 2001 1 Interim Consolidated Statements of Operations for the Three Months Ended November 30, 2001 and 2000 (Unaudited) 3 Interim Consolidated Statements of Cash Flows for the Three Months Ended November 30, 2001 and 2000 (Unaudited) 4 Notes to Interim Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3. Quantitative and Qualitative Disclosures about Market Risk 11 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 12 SIGNATURES 13
IMPRESO, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS
November 30, August 31, 2001 2001 -------------- -------------- (Unaudited) Current assets: Cash and cash equivalents $ 161,228 $ 211,352 Trade accounts receivable, net of allowance for doubtful accounts of $397,702 at November 30, 2001 and $342,780 at August 31, 2001 9,590,027 11,748,088 Inventories 36,094,102 38,459,817 Prepaid expenses and other 444,398 234,411 Deferred income tax assets 136,945 116,545 -------------- -------------- Total current assets 46,426,700 50,770,213 -------------- -------------- Property, plant and equipment, at cost 21,784,254 21,725,088 Less-Accumulated depreciation (10,804,543) (10,511,892) -------------- -------------- Net property, plant and equipment 10,979,711 11,213,196 -------------- -------------- Other assets 190,330 219,188 -------------- -------------- Total assets $ 57,596,741 $ 62,202,597 ============== ==============
The accompanying notes are an integral part of these consolidated financial statements. 1 IMPRESO, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) LIABILITIES AND STOCKHOLDERS' EQUITY
November 30, August 31, 2001 2001 -------------- -------------- (Unaudited) Current liabilities: Accounts payable $ 13,603,572 $ 18,572,200 Accrued liabilities 2,633,301 1,942,241 Current maturities of long-term debt 661,266 1,404,562 Line of credit 18,082,151 18,308,338 Current maturities of prepetition debt 7,559 7,484 -------------- -------------- Total current liabilities 34,987,849 40,234,825 Deferred income tax liability 949,163 926,675 Long-term debt, net of current maturities 5,916,819 6,083,279 Long-term portion of prepetition debt, net of current maturities 243,259 245,175 -------------- -------------- Total liabilities 42,097,090 47,489,954 -------------- -------------- Commitments and contingencies Stockholders' equity: Preferred Stock, $.01 par value; 5,000,000 shares authorized; 0 shares issued and outstanding -- -- Common Stock, $.01 par value; 15,000,000 shares authorized; 5,292,780 issued and 5,278,780 outstanding at November 31, 2001 52,928 52,928 and August 31, 2001 Warrants 21,079 -- Treasury StStock (14,000 shares, at cost) (38,892) (38,892) Additional paid-in capital 6,319,682 6,319,682 Retained earnings 9,144,854 8,378,925 -------------- -------------- Total stockholders' equity 15,499,651 14,712,643 -------------- -------------- Total liabilities and stockholders' equity $ 57,596,741 $ 62,202,597 ============== ==============
The accompanying notes are an integral part of these consolidated financial statements. 2 IMPRESO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended November 30, 2001 2000 ------------ ------------ Net sales $ 25,401,360 $ 21,250,206 Cost of sales 22,802,742 18,954,129 ------------ ------------ Gross profit 2,598,618 2,296,077 ------------ ------------ Other costs and expenses: Selling, general and administrative 2,098,774 1,790,191 Interest expense 452,494 346,500 Other income, net (1,153,427) (46,981) ------------ ------------ Total other costs and expenses 1,397,841 2,089,710 ------------ ------------ Income before income tax expense 1,200,777 206,367 ------------ ------------ Income tax expense: Current 432,760 70,803 Deferred 2,088 8,400 ------------ ------------ Net income $ 765,929 $ 127,164 ------------ ------------ Net income per share (basic and diluted) $ 0.15 $ 0.02 ============ ============ Weighted average shares outstanding 5,278,780 5,289,494 ============ ============
The accompanying notes are an integral part of these consolidated financial statements. 3 IMPRESO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended November 30, 2001 2000 ----------- ----------- Cash Flows From Operating Activities: Net income $ 765,929 $ 127,164 Adjustments to reconcile net income to net cash used in operating activities- Depreciation and amortization 292,651 196,570 Gain on sale of property, plant and equipment -- (4,632) Deferred income taxes 2,088 8,400 Decrease in trade accounts receivable, net 2,158,061 1,183,871 Decrease (increase) in inventory 2,365,715 (928,557) Increase in prepaid expenses and other (209,987) (63,359) (Decrease) increase in accounts payable (4,968,628) 2,294,973 Increase (decrease) in accrued liabilities 691,060 (688,844) ----------- ----------- Net cash provided by operating activities 1,096,889 2,125,586 ----------- ----------- Cash Flows From Investing Activities: Additions to property, plant and equipment (59,166) (9,620) Change in other assets 28,858 (16,132) ----------- ----------- Net cash used in investing activities (30,308) (25,752) ----------- ----------- Cash Flows From Financing Activities: Net payments on line of credit (226,187) (2,043,872) Payments on prepetition debt (1,841) (1,770) Net payments on post-petition debt (909,756) (44,049) Purchase of Treasury Stock -- (35,640) Warrant Issued 21,079 -- ----------- ----------- Net cash used in financing activities (1,116,705) (2,125,331) ----------- ----------- Net decrease in cash and cash equivalents (50,124) (25,497) Cash and cash equivalents, beginning of period 211,352 149,527 ----------- ----------- Cash and cash equivalents, end of period $ 161,228 $ 124,030 =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. 4 IMPRESO, INC. AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. ORGANIZATION AND NATURE OF BUSINESS: Impreso, Inc., a Delaware corporation (referred to collectively with its subsidiaries as the "Company"), is the parent holding company of TST/Impreso, Inc. ("TST"), a manufacturer and distributor to dealers and other resellers of paper and film products for commercial and home use in domestic and international markets, and Hotsheet.com, Inc., the owner and operator of the Hotsheet.com web portal. Currently, TST has one wholly owned subsidiary, TST/Impreso of California, Inc., which was formed to support the activities of the paper converting segment of the Company's business. 2. INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS: In the opinion of management, the unaudited Interim Consolidated Financial Statements of the Company include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company's financial position as of November 30, 2001 and its results of operations for the three months ended November 30, 2001 and 2000. Results of the Company's operations for the interim period ended November 30, 2001 may not be indicative of results for the full fiscal year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations promulgated by the Securities and Exchange Commission (the "SEC"). The unaudited Interim Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes of the Company and its subsidiaries, included in the Company's Form 10-K, for the fiscal year ended August 31, 2001 ("Fiscal 2001"). Accounting policies used in the preparation of the unaudited Interim Consolidated Financial Statements are consistent in all material respects with the accounting policies described in the Notes to Consolidated Financial Statements in the Company's Form 10-K. 3. INVENTORIES: Inventories are stated at the lower of cost (principally on a first-in, first-out basis) or market and include material, labor and factory overhead. Inventories consisted of the following: 5
November 30, August 31, 2001 2001 ----------- ----------- Finished goods $20,540,207 $20,537,593 Raw materials 14,722,281 17,405,968 Supplies 795,313 464,679 Work-in-process 36,301 51,577 ----------- ----------- Total inventories $36,094,102 $38,459,817 =========== ===========
4. LONG -TERM DEBT AND LINE OF CREDIT:
The following is a summary of long-term debt and line of credit: November 30, August 31, 2001 2001 -------------- -------------- Line of Credit with a commercial financial corporation under revolving credit line maturing May 2003, secured by inventories, trade accounts receivable, equipment, goodwill associated with TST's trademark "IMPRESO" (no value on financial statements), and a personal guarantee by the trustee of a trust which is a majority stockholder of the Company, interest payable monthly at prime plus .25% (5.75% at November 30, 2001) $ 18,082,151 $ 18,308,338 Note payable to a commercial financial corporation, secured by real property, payable in monthly installments of $15,150.60 (including interest at 9.5%, or 4.5% above the 11th District cost of funds rate, whichever is greater) (9.50% at November 30, 2001), maturing August 2008 1,669,352 1,672,731 Note payable to a commercial financial corporation, secured by real property and equipment, payable in monthly installments of $4,457.30 (including interest at 8.50%), maturing December 2009 305,364 311,942 Note payable to a commercial financial corporation, secured by real property and equipment, payable in monthly installments of $10,843.37 (including interest at 8.50%), maturing August 2010. Revolving lender's blanket lien subordinated to note's collateral 797,452 812,436 Note payable to a commercial financial corporation, secured by real property, payable in monthly installments of $2,834.45 (including interest at 5.5%), maturing November 2010 238,150 243,318 Notes payable to various commercial financial corporations, secured by equipment, interest rates ranging from 1.9% to 11.17%, maturing at various dates from December 2002 thru July 2005 591,789 638,289
6 Notes payable to a commercial financial corporation, secured by real property and a personal guarantee by the trustee of a trust which is a majority stockholder of the Company, payable in monthly installments of $21,406.61 (including interest at 8%), maturing May 2011 2,193,592 2,213,667 Acquisition note payable, unsecured, payable in quarterly installments of $15,000 (including interest at 8%), maturing April 2006 270,000 285,000 Acquisition note payable, secured by equipment, payable in monthly installments of $16,024.10, no interest, maturing May 2003 512,386 560,458 Note payable, unsecured, payable in three weekly installments of $200,000 beginning in November 2001 and one final payment of $150,000, no interest, maturing November 2001 -- 750,000 Prepetition- Note payable to a commercial financial corporation, secured by real property and equipment and a personal guarantee by the trustee of a trust which is a majority stockholder, payable in monthly installments of $1,460.83 (including interest at 4%), maturing June 2023 250,818 252,659 -------------- -------------- Total 24,911,054 26,048,838 Less-Current maturities (18,750,976) (19,720,384) -------------- -------------- Long-term debt $ 6,160,078 $ 6,328,454 ============== ==============
Prepetition amount listed above represents the renegotiated amounts and terms under the 1993 plan of reorganization. In March 2001, TST amended its revolving line of credit to increase the line from $14.9 million to $22 million. The amended revolving credit line is limited to the lesser of $22 million or a percentage of eligible trade accounts receivable and inventories, as defined. The remaining availability under the revolving credit line was $3.6 million as of November 30, 2001. The line of credit, as amended, has restrictive covenants requiring the maintenance of a minimum tangible net worth and working capital requirements, as defined. One of the notes payable contains restrictive covenants on current and debt to worth ratios, and the payment of cash dividends. As of November 30, 2001, the Company was in compliance with all covenants. 7 5. SUPPLEMENTAL CASH FLOW INFORMATION:
Three Months Ended November 30, 2001 2000 -------- -------- Cash paid during the period for: Interest $452,494 $346,500 Income taxes $134,606 $ 76,877
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR THE INTERIM PERIODS ENDED NOVEMBER 30, 2001 AND NOVEMBER 30, 2000 Net Sales---Net sales increased from $21.3 million in the three months ended November 30, 2000 ("First Quarter 2001"), to $25.4 million for the three months ended November 30, 2001 ("First Quarter 2002"), an increase of 19.5% as a result of new customers due to the acquisition of the Sky Division of Durango Georgia Converting, LLC ("Sky") and fewer competitors in the marketplace. Gross Profit---Gross profit increased from $2.3 million in the First Quarter 2001 to $2.6 million in the First Quarter 2002, an increase of approximately 13.2%. The increase in gross profit was primarily the result of increased sales. Our gross profit margin decreased to 10.2% for the First Quarter 2002, as compared to 10.8% for the corresponding period of the prior year. The decreased gross profit margin resulted from increased transportation costs. Selling, General and Administrative Expenses---SG&A expenses for First Quarter 2002 were $2.1 million, or 8.2% of net sales, as compared to $1.8 million, or 8.4% of net sales for First Quarter 2001. SG&A expense increased in dollars in the First Quarter 2002 as compared to the First Quarter 2001 due primarily to the integration of new personnel from the acquisition of Sky. SG&A decreased as a percentage of net sales in Fiscal 2001 due to our acquisition of Sky's customers and leveraging existing fixed costs. Interest Expense---Interest expense increased from $347,000 in the First Quarter 2001 to $452,000 in the First Quarter 2002, an increase of $106,000, or approximately 31%. The increased borrowings were incurred to finance TST's acquisition of Sky. Income Taxes---Our income tax expense for the First Quarter 2002 increased to $435,000, as compared to $79,000 for the corresponding period of the prior year. The increase resulted primarily from increased income. On October 16, 2001, TST/Impreso, Inc. received approximately $1 million in a United States class action lawsuit involving international and domestic manufacturers' alleged attempt to fix jumbo roll 8 thermal facsimile paper prices in the United States. TST/Impreso, Inc. was not a named plaintiff and did not participate in the lawsuit. The plaintiff class settled the six year old suit with the defendants. The award is reported as other income in First Quarter 2002. Liquidity and Capital Resources Working capital increased to $11.4 million at November 30, 2001 from $10.5 million at August 31, 2001. This represented an increase of 8.5%. In March 2001, TST entered into an agreement with a bank for a two-year renewal of its revolving line of credit. The new agreement increases the line from $14.9 million to $22 million. The loan is secured by, among other things, inventory, trade receivables, equipment and a personal guarantee of Marshall Sorokwasz, our Chairman of the Board and President, and Trustee of a trust which is a principal shareholder of our Company. Available borrowings under this line of credit, which accrues interest at the prime rate of interest plus .25% (5.75% at November 30, 2001), are based upon specified percentages of eligible accounts receivable and inventories. As of November 30, 2001, there was a $3.6 million borrowing capacity remaining under the $22 million revolving line of credit. The revolving credit line will mature in May 2003. We believe that the funds available under the loans encumbering our California, Texas, Pennsylvania and West Virginia plants, the revolving credit facility, cash and cash equivalents, trade credit and internally generated funds will be sufficient to satisfy our requirements for working capital and capital expenditures for at least the next twelve months. Such belief is based on certain assumptions, including the continuation of current operations and no extraordinary adverse events, and there can be no assurance that such assumptions are correct. In addition, expansion of our operations due to an increased demand for products TST manufactures or significant growth of Hotsheet.com, Inc. may require us to obtain additional capital to add new operations or manufacturing facilities. If that should occur, we anticipate that the funds required would be generated through securities offerings or additional debt. There can be no assurance that any additional financing will be available if needed, or, if available, will be on acceptable terms. As of November 30, 2001, we did not own derivative or other financial instruments for trading or speculative purposes. We do not use financial instruments and, therefore, the implementation of Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" does not have a material impact on our financial position or results of operations. INVENTORY MANAGEMENT; RAW MATERIALS OF TST We believe that it is necessary for TST to maintain a large inventory of finished goods and raw materials to adequately service its customers. In the First Quarter of 2002, management implemented a program to reduce the inventory levels of TST. From August 31, 2001 to November 30, 2001, TST's inventories decreased by 6.15%, reflecting management's success at reducing inventory levels. Management intends to continue reducing inventory levels through the second and third quarters of 9 the year ending August 31, 2002 ("Fiscal 2002"). However, downward pressures on raw material prices could compress the market for our existing inventory and have a material adverse effect on the results of operations of TST, or restrain managements attempts at reducing inventory. Raw material paper costs remained stable in the First Quarter 2002 and the first half of the three month period ending February 28, 2002 ("Second Quarter 2002"). Management believes that raw material paper costs will continue to remain stable through the Second Quarter of 2002. TST bears the risk of increases in the prices charged by its suppliers and decreases in the prices of raw materials held in its inventory. If prices for products held in its finished goods inventory decline, if prices for raw materials required by it increase, or if new technology is developed that renders obsolete products distributed and held in inventory by TST, the Company's business could be materially adversely affected. TST purchases raw paper, coated thermal facsimile paper, coated technical paper, carbon and carbonless paper (consisting of a wide variety of weights, widths, colors, sizes and qualities), transparency film, packaging and other supplies in the open market from a number of different companies around the world. We believe that TST has adequate sources of raw material supplies to meet the requirements of its business. We believe that TST has a good relationship with all of its current suppliers. MARKET CONDITIONS OF TST September 11, 2001's impact on the economy has also impacted the net sales of TST. Net sales in TST's First Quarter 2002, as compared to the fourth quarter of Fiscal 2001, declined. The exact impact on the results of operations is not ascertainable due to the acquisition of Sky in April 2001. Management believes that the slowed economy will continue to effect the Second Quarter 2002 results of operations. Management believes that despite the slower economy, its operations will remain profitable due to a reduction of competitors in the marketplace and our ability to maintain finished goods pricing. If selling prices for products manufactured by us cannot increase in relation to raw material cost increases, or if prices for products manufactured by us decline as a result of market pressures, our results of operations could be materially adversely affected. SEASONALITY TST may be subject to certain seasonal fluctuations in that orders for products may decline over the summer months. However, we do not believe that such fluctuations have a material adverse effect on our results of operations. Hotsheet.com revenues are partially generated by retail sales which are typically stronger during the Christmas holiday season. 10 WARRANT ISSUED The Company issued a warrant to an Investment Banking Consultant on November , 2001, for 50,000 shares of common stock, at fair market value on the date of grant of $2.00. The warrant is exercisable for a period of five years from November 2, 2001. Thirty thousand of the shares become exercisable on the date of issue, 10,000 six months from the date of issue and 10,000 one year from the date of issue. FORWARD-LOOKING STATEMENTS Management's Discussion and Analysis of Financial Condition and the Results of Operations and other sections of this Form 10-Q contain "forward-looking statements" about our prospects for the future, including but not limited to our ability to generate sufficient working capital, our ability to continue to maintain sales to justify capital expenses, and our ability to generate additional sales to meet business expansion. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected, including availability of raw materials, availability of thermal facsimile, computer, laser and color ink jet paper, to the cyclical nature of the industry in which we operate, the potential of technological changes which would adversely affect the need for our products, price fluctuations which could adversely impact the large inventory we require, loss of any significant customer, and termination of contracts essential to our business. Parties are cautioned not to rely on any such forward-looking statements or judgments in making investment decisions. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are not exposed to market risks such as foreign currency exchange rates, but are exposed to risks such as variable interest rates. Market risk is the potential loss arising from adverse changes in market prices and rates. Our subsidiaries do not have supply contracts with any of their foreign vendors. All foreign vendors are paid in United States currency. In addition, TST's international sales of finished goods is insignificant. Accordingly, there are not sufficient factors to create a material foreign exchange rate risk; therefore, we do not use exchange commitments to minimize the negative impact of foreign currency fluctuations. We had both fixed-rate and variable-rate debts as of November 30, 2001. The fair market value of long-term variable interest rate debt is subject to interest rate risk. Generally the fair market value of variable interest rate debt will decrease as interest rates fall and increase as interest rates rise. The estimated fair value of our total long-term fixed rate and floating rate debt approximates carrying value. Based upon our market risk sensitive debt outstanding at November 30, 2001, there was no material exposure to our financial position or results of operations. 11 PART II: OTHER INFORMATION ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K EXHIBIT NO. DESCRIPTION OF EXHIBITS (a) No reports on Form 8-K were filed during the quarter ended November 30, 2001. 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: January 14, 2002 Impreso, Inc. (Registrant) /s/Marshall Sorokwasz -------------------------------- Marshall Sorokwasz Chairman of the Board, Chief Executive Officer, President, and Director /s/Susan Atkins -------------------------------- Susan Atkins Chief Financial Officer and Vice President -----END PRIVACY-ENHANCED MESSAGE-----