-----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, TnfEA+IAe8lVNrPRuUSWYysW8xZhpPQlSXvgzCO9BdLkmOz4iBjGlcEkUGtbtoxh JAj5LGLnu6c7uli3zuXN1g== 0000350737-03-000035.txt : 20030813 0000350737-03-000035.hdr.sgml : 20030813 20030813133727 ACCESSION NUMBER: 0000350737-03-000035 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OCEAN BIO CHEM INC CENTRAL INDEX KEY: 0000350737 STANDARD INDUSTRIAL CLASSIFICATION: SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS [2842] IRS NUMBER: 591564329 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-11102 FILM NUMBER: 03840239 BUSINESS ADDRESS: STREET 1: 4041 SW 47TH AVE CITY: FORT LAUDERDALE STATE: FL ZIP: 33314 BUSINESS PHONE: 9545876280 MAIL ADDRESS: STREET 1: 4041 SW 47TH AVE CITY: FT LAUDERDALE STATE: FL ZIP: 33028 FORMER COMPANY: FORMER CONFORMED NAME: STAR BRITE CORP DATE OF NAME CHANGE: 19841204 10-Q 1 form10q-0603.txt FORM 10Q 0603 U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2003 Commission File No. 2-70197 OCEAN BIO-CHEM, INC. (Exact name of registrant as specified in its charter) Florida 59-1564329 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Registrant's telephone number, including area code - (954) 587-6280 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. $.01 Par Value Common Stock, 10,000,000 shares authorized. 4,960,843 shares issued and outstanding at June 30, 2003 OCEAN BIO-CHEM, INC. AND SUBSIDIARIES INDEX Description Page Part I: Item 1. - Financial Statements: Consolidated balance sheets as of June 30, 2003 and December 31, 2002 3 Consolidated statements of operations for the three and six months ended June 30, 2003 and 2002 4 Consolidated statements of changes in shareholders' equity for the six months ended June 30, 2003 and 2002 5 Consolidated statements of cash flows for the six months ended June 30, 2003 and 2002 6 Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations 7-8 Part II: Item 1. - Legal Proceedings 9 Item 2. - Changes in Securities 9 Item 3. - Defaults upon Senior Securities 9 Item 4. - Submission of Matters to Vote by Security Holders 9 Item 5. - Other Matters 9 Item 6. - Exhibits and Reports on Form 8-K 9 Signatures 10 Exhibit 31.0 Certification of CEO 11 Exhibit 31.1 Certification of CFO 12 Exhibit 32 Certification of CEO and CFO 13 2 PART I - Financial Information Item l. Financial Statements OCEAN BIO-CHEM, INC. ASSETS
JUNE 30, DECEMBER 31, 2003 2002 -------------- ------------- (Unaudited) Current assets: Cash $ 53,289 $ 1,093,826 Trade accounts receivable net of allowances for doubtful accounts of approximately $59,450 and $200,700 at June 30, 2003 and December 31, 2002, respectively 3,717,709 3,190,357 Inventories 5,934,067 4,541,150 Prepaid expenses and other current assets 146,331 129,622 Recoverable income taxes - 240,000 -------------- ------------- Total current assets 9,851,396 9,194,955 -------------- ------------- Property, plant and equipment, net 7,489,054 6,977,003 -------------- ------------- Other assets: Funds held in escrow for equipment 367,873 1,161,194 Trademarks, trade names and patents, net of accumulated amortization 330,439 330,439 Due from affiliated companies, net 307,145 612,275 Deposits and other assets 296,707 374,371 -------------- ------------- Total other assets 1,302,164 2,478,279 -------------- ------------- Total assets $ 18,642,614 $ 18,650,237 ============== ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable - trade $ 2,063,065 $ 1,833,895 Note payable - bank 4,600,000 4,250,000 Current portion of long-term debt 582,115 601,766 Accrued expenses payable 166,030 296,422 --------------- -------------- Total current liabilities 7,411,210 6,982,083 --------------- -------------- Deferred income taxes payable 183,139 183,139 --------------- -------------- Long-term debt, less current portion 6,279,835 6,562,093 --------------- -------------- Shareholders' equity: Common stock - $.01 par value 10,000,000 shares authorized, 4,960,843 and 4,805,843 shares issued and outstanding at June 30, 2003 and December 31, 2002, respectively 49,608 48,058 Additional paid-in capital 4,409,829 4,341,629 Foreign currency translation adjustment ( 253,863) ( 303,575) Retained earnings 561,051 845,005 --------------- -------------- 4,776,625 4,931,117 Less cost of common stock in treasury, 7,519 shares at June 30, 2003 and December 31, 2002, respectively ( 8,195) ( 8,195) --------------- -------------- 4,768,430 4,922,922 --------------- -------------- Total liabilities and shareholders' equity $ 18,642,614 $ 18,650,237 =============== ==============
3 OCEAN BIO-CHEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
FOR THE THREE MONTHS FOR THE SIX MONTHS ENDED JUNE 30, ENDED JUNE 30, 2003 2002 2003 2002 ------------ ----------- ----------- ------------ Gross sales $ 5,462,282 $ 4,674,323 $ 8,688,052 $ 8,929,309 Allowances 351,531 409,393 706,534 746,403 ------------ ----------- ----------- ------------ Net sales 5,110,751 4,264,930 7,981,518 8,182,906 Cost of goods sold 3,630,147 3,061,118 6,175,783 5,980,076 ------------ ----------- ----------- ------------ Gross profit 1,480,604 1,203,812 1,805,735 2,202,830 ------------ ----------- ----------- ------------ Costs and expenses: Advertising and promotion 189,775 227,370 327,324 380,765 Selling and administrative 805,967 655,515 1,607,907 1,342,155 Interest expense 77,583 79,188 147,691 170,161 ------------ ----------- ----------- ------------ Total cost and expenses 1,073,325 962,073 2,082,922 1,893,081 ------------ ----------- ----------- ------------ Income (loss) from operations 407,279 241,739 ( 277,187) 309,749 Interest income 825 31 3,233 64 ------------ ----------- ----------- ------------ Income (loss) before income taxes 408,104 241,770 ( 273,954) 309,813 Provision for income taxes - 102,900 - 114,000 ------------ ----------- ----------- ------------ Net income (loss) 408,104 138,870 ( 273,954) 195,813 Other comprehensive income (loss) net of income taxes: Foreign currency translation adjustment 28,205 7,570 49,712 ( 5,852) ------------ ----------- ----------- ------------- Comprehensive income (loss) $ 436,309 $ 146,440 ($ 224,242) $ 189,961 ============ =========== ============ ============= Earnings (loss) per common share $ .08 $ .03 ($ .06) $ .05 ============ =========== ============ =============
Earnings per share were calculated on the basis of 4,823,549 and 4,296,870 weighted average shares of common stock outstanding for the six months and three months ended June 30, 2003 and 2002, respectively. The Company has adopted Statement of Financial Accounting Standards No. 130 which requires items of comprehensive income to be stated as part of the basic financial statements. The only items of comprehensive income of the registrant which are reflected in the accompanying financial statements are foreign currency translation adjustments. 4 OCEAN BIO-CHEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED)
Additional Foreign Common stock paid-in currency Retained Treasury Shares Amount capital adjustment earnings stock Total --------- ------- ---------- ---------- ---------- -------- ---------- January 1, 2003 4,805,843 $48,058 $4,341,629 ($ 303,575) $ 845,005 ($ 8,195) $4,922,922 Net loss ( 273,954) ( 273,954) Issuances of stock 155,000 1,550 68,200 69,750 Foreign currency translation adjustment 49,712 49,712 --------- ------- ---------- ----------- ---------- --------- ---------- June 30, 2003 4,960,843 $49,608 $4,409,829 ($ 253,863) $ 571,051 ($ 8,195) $4,768,430 ========= ======= ========== =========== ========== ========= ========== January 1, 2002 4,239,889 $42,399 $3,755,219 ($ 262,933) $1,234,832 ($ 8,195) $4,761,322 Net income 195,813 195,813 Issuances of stock 129,000 1,290 66,435 67,725 Foreign currency translation adjustment ( 5,852) ( 5,852) --------- ------- ---------- ----------- ---------- --------- ---------- June 30, 2002 4,368,889 $43,689 $3,821,654 ($ 268,785) $1,430,645 ($ 8,195) $5,019,008 ========= ======= ========== =========== ========== ========= ==========
5 OCEAN BIO-CHEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, (Unaudited)
2003 2002 ---------- ---------- Cash flow provided by operating activities: Net income (loss) ($ 273,954) $ 195,813 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 314,924 297,662 Changes in assets and liabilities: Decrease (increase) in accounts receivable ( 527,352) 857,474 (Increase) in inventory (1,392,917) ( 870,661) (Increase) decrease in prepaid expenses and other current assets 223,291 ( 4,415) (Decrease) in accounts payable, accrued expenses and other 176,442 ( 255,374) ----------- ----------- Net cash provided (used) by operating activities (1,479,566) 220,499 ----------- ----------- Cash flows from financing activities: Net increases under line of credit 350,000 38,275 Reduction in advances from affiliates 305,130 38,336 Payments on debts, net ( 301,909) ( 224,635) Common stock transactions 69,750 67,725 ----------- ----------- Net cash provided (used) by financing activities 422,971 ( 80,299) ----------- ----------- Cash flows from investing activities: Purchases of property, plant, equipment, net of funds held in escrow ( 33,654) ( 105,922) ----------- ----------- Net cash (used) by investing activities ( 33,654) ( 105,922) ----------- ----------- Increase (decrease) in cash prior to effect of foreign currency translation adjustment (1,090,249) 34,278 Effect of foreign currency translation adjustment on cash 49,712 ( 5,852) ----------- ----------- Net increase (decrease) in cash (1,040,537) 28,426 Cash at beginning of period 1,093,826 82,000 ----------- ----------- Cash at end of period $ 53,289 $ 110,426 =========== =========== Supplemental information: Cash used for payment of interest during period $ 147,691 $ 170,098 =========== =========== Cash used for payment of income taxes during period $ - $ - =========== =========== The company had no cash equivalents at June 30, 2003 and 2002.
6 OCEAN BIO-CHEM, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. The information contained in this report is unaudited, but reflects all adjustments which are, in the opinion of the management, necessary for a fair statement of results of the interim periods, consisting only of normal recurring accruals. The results for such interim periods are not necessarily indicative of results to be expected for the full year. Certain financial statement items for the three and six months ended June 30, 2002 have been reclassified to conform with the 2003 presentation. ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources The primary sources of the Registrant's liquidity are its operations, short-term borrowings from a commercial bank pursuant to a revolving line of credit arrangement, and other borrowings. Advances under the Registrant's line are secured by trade receivables and inventories, and can aggregate a maximum amount of $5,000,000 bearing interest at the lender's prime rate plus .25%. The line, which matures on May 31, 2004, requires the Registrant to maintain certain financial ratios. As of June 30, 2003, the amount outstanding pursuant to the working capital line of credit was $4,600,000. During July, 2002, the Registrant finalized the working capital line of credit discussed in the preceding paragraph as well as an Industrial Revenue Bond financing issued through the city of Montgomery, AL in the amount of $3,500,000 to be utilized for a plant expansion and related equipment at the Registrant's Montgomery, AL facility. Such financing was obtained with favorable interest rate terms which float with current conditions. The present interest rate is approximately 1% per year. The Registrant is involved in making sales in the Canadian market and, accordingly, is subject to fluctuations of the Canadian currency. The Registrant does not engage in currency hedging and deals with such risk as a pricing issue. Results of Operations For The Three Month Period April 1- June 30: Gross sales increased approximately 14.4% or $788,000 for the quarter ended June 30, 2003 when compared to the same quarter of the preceding year. Management attributes this increase substantially from recently introduced new marine oil products and, in part due to the timing of customer orders comparing the 2003 and 2002 periods. Cost of goods sold decreased as a percentage of net sales when comparing the quarter ended June 30, 2003 with the comparable quarter in 2002. The percentages were 71.0% and 71.8% for the respective quarters. This change, although not significant, represents an improvement and is attributed to an on-going effort to monitor costs. Selling and administrative expenses increased approximately $150,500 or 18.7%comparing the quarters ended June 30, 2003 and June 30, 2002. Such change was primarily due to increased personnel costs and other normal recurring increases in operating expenses. 7 Advertising and promotion decreased approximately $37,600 or 19.9% comparing the three months ended June 30, 2003 and 2002. This resulted primarily from decreased co-op advertising offered certain customers and the timing of various advertising programs in 2003. Interest expense was substantially unchanged comparing the quarters ended June 30, 2003 and 2002 and amounted to approximately $77,600 and $79,200, respectively. Results of Operations For the Six Month Period January 1 - June 30: Gross Sales decreased 2.7% or approximately $241,000 when comparing the six month periods of 2003 and 2002. Management attributes this to a very weak first quarter caused by weather problems throughout the United States and a change in ordering policies by one of the Registrant's larger customers. During the second quarter of 2003, the Registrant benefited from both new marine oil product sales as well as resumption of ordering from the aforementioned customer. Cost of goods sold increased as a percentage of net sales when comparing the six months ended June 30, 2003 with the comparable period in 2002. The percentages were 77.4% and 73.1% for the six month periods ended 2003 and 2002, respectively. This change resulted from various factors, some of which negatively impacted margins and others which mitigated these factors. Specifically, petroleum products have costs which are higher than those experienced in prior periods and currently represent a higher portion of manufacturing efforts. In addition, a price increase was passed along on certain products, and margins are impacted by spreading fixed overheads over lower revenues. Advertising and promotion expenses decreased approximately $53,400 when comparing the six months ended June 30, 2003 to the six months ended June 30, 2002. This was primarily due to a planned decrease in the advertising budget. Selling and administrative expenses increased for the six months ended June 30, 2003 by approximately $ 265,800 or 19.9% when compared to the six months ended June 30, 2002. Such change was primarily due to increased personnel costs and other normal recurring increases in operating expenses. Interest expense decreased during 2003 by approximately $22,400 when compared to the same six month period of 2002. This change was primarily due to the impact of decreasing interest rates. Forward-looking Statements: Certain statements contained herein, including without limitation expectations as to future sales and operating results, constitute forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "will", "expect", "anticipate", "intend", "could" or the negative other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors which may affect the Company's results include, but are not limited to, the highly competitive nature of the Company's industry; reliance on certain key customers; consumer demand for marine, 8 receational vehicle and automotive products; advertising and promotional efforts, and other factors. The Company will not undertake and specifically declines any obligation to update or correct any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. PART II: OTHER INFORMATION Item l - Legal Proceedings: See Registrant's Form 10-K for the year ended December 31, 2002. Item 2 - Changes in Securities: On April 1, 2003, 155,000 shares of the Registrant's common stock were issued pursuant to an employee bonus program. Item 3 - Defaults Upon Senior Securities: Not applicable Item 4 - Submission of Matters to Vote of Security Holders: On June 19, 2003, at the Registrant's annual meeting of shareholders, seven directors; Peter Dornau, Edward Anchel, Jeffrey Tieger, Laz Schneider, James Kolisch, John B. Turner, and Sonia B. Beard were elected. Shareholders also approved Berkovits, Lago & Co., LLP, Certified Public Accountants, as independent auditors for the year ending December 31, 2003 and ratified the adoption of a Qualified Incentive Stock Option Plan and a Non-qualified Stock Option Plan. The tabulation of voting for the foregoing was as follows:
For Against Abstain --------- ----------- ------------ Peter Dornau 3,276,926 1,603 3,334 Edward Anchel 3,276,926 1,603 3,334 Jeffrey Tieger 3,276,926 1,603 3,334 Laz Schneider 3,276,926 1,603 3,334 James Kolisch 3,276,926 1,603 3,334 John B. Turner 3,276,926 1,603 3,334 Sonia B. Beard 3,276,926 1,603 3,334 Berkovits, Lago & Co.,LLP, CPA's 4,629,299 15,703 4,823 Qualified Incentive Stock Option Plan 3,276,926 12,892 1,360,007 Non-qualified Stock Option Plan 3,266,504 21,271 1,362.050
Item 5 - Other Matters: Not applicable Item 6 - Exhibits: (A) Exhibits - Exhibits 31.0 and 31.1, Executive Officer Certifications Exhibit 32 - Certification of CEO and CFO furnished, but not filed (B) Reports on Form 8-K - Not applicable 9 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. OCEAN BIO-CHEM, INC. Date: August 13, 2003 /s/ Peter Dornau ------------------------- Peter G. Dornau Chairman of the Board and Chief Executive Officer /s/ Edward Anchel ------------------------- Edward Anchel Chief Financial Officer 10 EXHIBIT 31 CERTIFICATION I, Peter Dornau certify that: 1. I have reviewed this quarterly report on Form 10-Q of Ocean Bio-Chem, Inc. as of and for the periods ended June 30, 2003; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) for the Registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures , as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and b) 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. OCEAN BIO-CHEM, INC. Date: August 13, 2003 /s/ Peter Dornau ------------------------ Peter G. Dornau Chairman of the Board of Directors and Chief Executive Officer EXHIBIT 31.1 CERTIFICATION I, Edward Anchel certify that: 1. I have reviewed this quarterly report on Form 10-Q of Ocean Bio-Chem, Inc. as of and for the periods ended June 30, 2003; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) for the Registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures , as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and b) 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. OCEAN BIO-CHEM, INC. Date: August 13, 2003 /s/ Edward Anchel ------------------------ Edward Anchel Chief Financial Officer Exhibit 32 CERTIFICATION Pursuant to 18U.S.C.Section 1350, the undersigned officers of Ocean Bio-Chem, Inc. (the "Company"), hereby certify that the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. Dated: August 13, 2003 /s/ Peter Dornau ------------------------ Peter G. Dornau Chairman of the Board of Directors and Chief Executive Office /s/ Edward Anchel ------------------------ Edward Anchel Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----