<PAGE> 1
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, 2000
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NUMBER 000-29883
IMPRESO.COM, 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 15, 2001
--------------------- --------------------------------------
$0.01 Par Value 5,280,280
<PAGE> 2
IMPRESO.COM, INC. AND SUBSIDIARIES
FORM 10-Q
November 30, 2000
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page Number
-----------
<S> <C>
Item 1. Consolidated Financial Statements:
Interim Consolidated Balance Sheets at November 30,
2000 (Unaudited) and August 31, 2000 1
Interim Consolidated Statements of Operations for the
Three Months Ended November 30, 2000 and 1999
(Unaudited) 3
Interim Consolidated Statements of Cash Flows for the
Three Months Ended November 30, 2000 and 1999
(Unaudited) 4
Notes to Interim Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
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
</TABLE>
<PAGE> 3
IMPRESO.COM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
November 30, August 31,
2000 2000
------------ ------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 124,030 $ 149,527
Trade accounts receivable, net of allowance for doubtful
accounts of $201,381 at November 30, 2000 and
$168,631 at August 31, 2000 7,730,231 8,914,102
Investments in marketable securities 11,088 11,088
Inventories 22,161,420 21,232,863
Prepaid expenses and other 286,472 223,113
Deferred income tax assets 59,885 57,335
------------ ------------
Total current assets 30,373,126 30,588,028
------------ ------------
Property, plant and equipment, at cost 18,649,753 18,648,715
Less-Accumulated depreciation (10,063,375) (9,880,019)
------------ ------------
Net property, plant and equipment 8,586,378 8,768,696
------------ ------------
Other assets 42,956 26,824
------------ ------------
Total assets $ 39,002,460 $ 39,383,548
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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<PAGE> 4
IMPRESO.COM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
November 30, August 31,
2000 2000
------------ ------------
(Unaudited)
<S> <C> <C>
Current liabilities:
Accounts payable $ 8,918,749 $ 6,623,776
Accrued liabilities 1,296,108 1,984,952
Current maturities of long-term debt 252,366 247,798
Line of credit 10,425,518 12,469,390
Current maturities of prepetition debt 7,267 7,194
------------ ------------
Total current liabilities 20,900,008 21,333,110
Deferred income tax liability 774,719 763,769
Long-term debt, net of current maturities 3,480,735 3,529,352
Long-term portion of prepetition debt, net of current maturities 250,884 252,727
------------ ------------
Total liabilities 25,406,346 25,878,958
------------ ------------
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 shares 52,928 52,928
Warrants -- 110
Treasury Stock (12,500 shares, at cost) (35,640) --
Additional paid-in capital 6,319,682 6,319,572
Retained earnings 7,259,144 7,131,980
------------ ------------
Total stockholders' equity 13,596,114 13,504,590
------------ ------------
Total liabilities and stockholders' equity $ 39,002,460 $ 39,383,548
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
2
<PAGE> 5
IMPRESO.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
November 30,
2000 1999
------------ ------------
<S> <C> <C>
Net sales $ 21,250,206 $ 17,105,068
Cost of sales 18,954,129 15,176,814
------------ ------------
Gross profit 2,296,077 1,928,254
------------ ------------
Other costs and expenses:
Selling, general and administrative 1,790,191 1,505,073
Interest expense 346,500 243,406
Other (income) expenses, net (46,981) 2,949
------------ ------------
Total other costs and expenses 2,089,710 1,751,428
------------ ------------
Income before income tax expense 206,367 176,826
------------ ------------
Income tax expense (benefit):
Current 70,803 75,800
Deferred 8,400 (24,624)
------------ ------------
Net income $ 127,164 $ 125,650
------------ ------------
Net income per share (basic and diluted) $ 0.02 $ 0.02
============ ============
Weighted average shares outstanding 5,289,494 5,292,780
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE> 6
IMPRESO.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
November 30,
2000 1999
----------- -----------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 127,164 $ 125,650
Adjustments to reconcile net income to net
cash used in operating activities-
Depreciation 196,570 154,675
(Gain)/Loss from sale of property, plant and equipment, net (4,632) 13,239
Deferred income taxes 8,400 (24,624)
Decrease (increase) in trade accounts receivable, net 1,183,871 (1,772,268)
Increase in inventories (928,557) (3,381,229)
Increase in prepaid expenses and other (63,359) (20,034)
Increase in other noncurrent assets (16,132) (53,079)
Increase in accounts payable 2,294,973 1,371,748
(Decrease) increase in accrued liabilities (688,844) 399,100
Decrease in Federal Income Tax receivable -- 478,909
----------- -----------
Net cash provided by (used in) operating activities 2,109,454 (2,707,913)
----------- -----------
Cash Flows From Investing Activities:
Additions to property, plant and equipment (9,620) (443,932)
----------- -----------
Net cash used in investing activities (9,620) (443,932)
----------- -----------
Cash Flows From Financing Activities:
Net borrowing (payments) on line of credit (2,043,872) 2,834,664
Payments on prepetition debt (1,770) (654,843)
Net borrowing (payments) on post-petition debt (44,049) 1,004,974
Purchase of Treasury Stock (35,640) --
----------- -----------
Net cash (used in) provided by financing activities (2,125,331) 3,184,795
----------- -----------
Net (decrease) increase in cash and cash equivalents (25,497) 32,950
Cash and cash equivalents, beginning of period 149,527 22,629
----------- -----------
Cash and cash equivalents, end of period $ 124,030 $ 55,579
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE> 7
IMPRESO.COM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND NATURE OF BUSINESS:
Impreso.com, 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. TST's product line consists of standard continuous
computer stock business forms; thermal facsimile paper; cut sheet products such
as copy paper, ink jet paper, digital photo paper and transparencies; fine
business stationary; point of sale and cash register machine rolls; high speed
laser roll paper; wide format engineering rolls; wide format ink jet media; and
processed laser cut sheets. 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, 2000 and its results of operations for the
three months ended November 30, 2000 and 1999. Results of the Company's
operations for the interim period ended November 30, 2000 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, 2000 ("Fiscal 2000"). 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.
5
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Inventories consisted of the following:
<TABLE>
<CAPTION>
November 30, August 31,
2000 2000
------------- -------------
<S> <C> <C>
Finished goods $ 10,912,390 $ 7,875,235
Raw materials 10,537,439 12,624,295
Supplies 678,528 643,333
Work-in-process 33,063 90,000
------------- -------------
Total inventories $ 22,161,420 $ 21,232,863
</TABLE>
4. LONG -TERM DEBT AND LINE OF CREDIT:
<TABLE>
<CAPTION>
The following is a summary of long-term debt and line of credit: November 30, August 31,
2000 2000
--------------- ---------------
<S> <C> <C>
Line of Credit with a commercial financial corporation under
revolving credit line maturing May 2001, 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 the
largest stockholder of the Company, interest payable monthly at
prime plus .25% (9.75% at November 30, 2000) $ 10,425,518 $ 12,469,390
Note payable to a commercial financial corporation, secured by real property,
interest at 4.5% above the 11th District Cost of Funds rate
(9.75% at November 30, 2000) maturing August 2008 1,682,385 1,685,461
Note payable to a commercial financial corporation, secured by real property and
equipment, interest at 8.50%, maturing December 2009 602,865 614,097
Note payable to a commercial financial corporation, secured by real property and
equipment, interest at 8.50%, maturing August 2010
Revolving lender's blanket lien subordinated to note's collateral 856,161 869,940
Notes payable to various commercial financial corporations, secured by
equipment, interest rates ranging from 0.9% to 11.17%,
maturing at various dates from June 2001 thru July 2005 591,690 607,652
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 the
largest stockholder of the Company, interest at
4%, maturing June 2023 258,151 259,921
--------------- ---------------
Total 14,416,770 16,506,461
Less-Current maturities (10,685,151) (12,724,382)
--------------- ---------------
Long-term debt $ 3,731,619 $ 3,782,079
=============== ===============
</TABLE>
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Prepetition amount listed above represent the renegotiated amounts and terms
under the 1993 plan of reorganization.
The revolving credit line is limited to the lesser of $14.9 million or a
percentage of eligible trade accounts receivable and inventories, as defined.
The amended loan's available borrowings based upon TST's eligible inventories is
limited by a staggered declining cap based upon certain dates. The remaining
availability under the revolving credit line was $4.5 million as of November 30,
2000.
The line of credit 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, 2000, the Company
was in compliance with all covenants.
5. SUPPLEMENTAL CASH FLOW INFORMATION:
<TABLE>
<CAPTION>
Three Months Ended
November 30,
2000 1999
-------- --------
<S> <C> <C>
Cash paid during the period for:
Interest $346,500 $243,406
Income taxes $ 76,877 $ 17,014
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE INTERIM PERIODS ENDED NOVEMBER 30, 2000 AND
NOVEMBER 30, 1999
Net Sales---Net sales increased from $17.1 million in the three months ended
November 30, 1999 ("First Quarter 2000"), to $21.3 million for the three months
ended November 30, 2000 ("First Quarter 2001"), an increase of 24.2%, as a
result of new customers and the increased sales of branded products.
Gross Profit---Gross profit increased from $1.9 million in the First Quarter
2000 to $2.3 million in the First Quarter 2001, an increase of approximately
19.1%. The increase in gross profit was primarily the result of increased sales.
Our gross profit margin decreased to 10.8% for the First Quarter 2001, as
compared to 11.3% for the corresponding period of the prior year. The decreased
gross profit margin resulted from increased raw material costs which were not
fully passed on to our customers.
Selling, General and Administrative Expenses--- SG&A expenses for First Quarter
2001 were $1.8 million, or 8.4% of net sales, as compared to $1.5 million, or
8.8% of net sales for First Quarter 2000.
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<PAGE> 10
SG&A expense increased in dollars in the First Quarter 2001 as compared to the
First Quarter 2000 due primarily to the integration of new personnel.
Interest Expense---Interest expense increased from $243,000 in the First Quarter
2000 to $347,000 in the First Quarter 2001, an increase of $104,000, or
approximately 42.8%. The increase was primarily attributable to financing
acquisitions of property and equipment, an increase in inventory resulting in
increased borrowings, and an increase in the interest rate under TST's line of
credit.
Income Taxes---Our income tax expense for the First Quarter 2001 increased to
$79,203, as compared to $51,176 for the corresponding period of the prior year.
The increase in income tax expense was the result of a deferred tax expense in
the First Quarter 2001 versus a deferred tax benefit in the first quarter of the
prior year.
LIQUIDITY AND CAPITAL RESOURCES
Working capital increased to $9.5 million at November 30, 2000 from $9.3 million
at August 31, 2000. This represented an increase of 2.4%.
In May 1999, TST entered into an agreement with a bank for a two-year renewal of
its revolving line of credit. 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% (9.75%
at November 30, 2000), are based upon specified percentages of eligible accounts
receivable and inventories. In March 2000, TST amended its revolving line of
credit to increase the line from $13 million to $14.9 million. The loans
borrowing base of eligible inventories is limited by a staggered declining cap
based upon certain dates. As of November 30, 2000, there was a $4.5 million
borrowing capacity remaining under the $14.9 million revolving line of credit.
The revolving credit line will mature in May 2001.
We believe that the funds available under the loans for our West Virginia and
California facilities, the revolving credit facility and our belief we can
secure an extension of this facility beyond May 2001, 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, the funds required for the new facilities 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.
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On September 1, 2000, we adopted Statement of Financial Accounting Standards
(SFAS) No. 133, Accounting for Derivatives Instruments and Hedging Activities,
as amended by SFAS No. 138, Accounting for Derivative Instruments and Certain
Hedging Activities, which establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. SFAS No. 133, as amended, requires
the recognition of all derivative instruments as either assets or liabilities in
the statement of financial position measured at fair value. The adoption of SFAS
133 had no impact to our financial statements taken as a whole. As of November
30, 2000, we did not own derivative or other financial instruments for trading
or speculative purposes.
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. Because
TST has in the past and is currently expanding the manufacturing and
distribution of new brands and types of products, its raw material and finished
goods inventory requirements have increased over prior years. In addition,
increasing international sourcing of raw materials has impacted delivery cycles
resulting in TST's expanding inventory to accommodate less frequent, larger
shipments. 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 or 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.
The price of raw materials that TST utilizes substantially increased in
September 1999 and March 2000. A proposed October 2000 increase was not
successfully implemented by suppliers. Management believes that raw material
paper costs will increase again in the Company's 2001 fiscal year. Market
indications are that the supply of paper raw material utilized by TST will
tighten further due to mill consolidation and the permanent shutdown of
suppliers' mills. Currently, raw material inventory costs are equal to or less
than average raw material market costs. Management believes that its increase of
TST/Impreso, Inc.'s inventory has advantageously positioned itself to capitalize
on this anticipated future market trend.
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
Due to actual and proposed price increases by our suppliers, TST implemented
price increases on finished goods in November 1999, March 2000 and October 2000.
The finished goods price increase in November 1999, March 2000 and October 2000
were successfully implemented on a majority of TST's
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customers. However, resistance by customers to future finished goods price
increases could create downward pressure on finished goods selling prices, which
could result in lower net sales and profit margins. If selling prices for
products manufactured by us cannot increase in relationship 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. In addition, the increased growth of discount retailers, such as
office superstores, and the increase of sales to those retailers as a percentage
of our total sales could also contribute to a reduction in our profit margin, as
price wars among them adversely impact their suppliers.
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.
SUBSEQUENT EVENTS
On November 30, 2000, we received notice from the Nasdaq Stock Market that we
have failed to maintain a market value of public float of our common stock
greater than or equal to $5 million in accordance with the applicable Nasdaq
maintenance requirement. The market value of public float on any day is
calculated by multiplying the number of shares of common stock held by
non-affiliates by the closing bid price. Compliance requires that for a minimum
of ten consecutive trading days the closing bid price of our common stock is a
multiple sufficient to place the value of public float greater than $5 million.
As of January 15, 2000, that would require a closing bid price of approximately
$3.30. We are currently in compliance with all of the remaining maintenance
standard requirements. We have been given 90 days in which to regain compliance
with the public float requirement. If we cannot demonstrate compliance within
the time frame provided, our securities may be delisted from the Nasdaq National
Market on February 21, 2000.
Management is reviewing various responses to the situation in order to achieve
compliance or obtain a waiver from this requirement. Should such responses not
achieve compliance, we can apply to become listed on the Nasdaq Small Cap Market
or the American Stock Exchange. There can be no assurance, however, that we will
qualify for such listing or can remain in compliance there.
If we do not qualify for listing on any of these markets, we may apply for
listing on the OTC Bulletin Board. The OTC Bulletin Board is a regulated
quotation service that displays real-time information on over-the-counter (OTC)
equity securities. An OTC equity security generally is any equity that is not
listed or traded on Nasdaq or a national securities exchange.
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
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<PAGE> 13
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, 2000. 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 fair value. Based upon our market risk sensitive debt outstanding
at November 30, 2000, there was no material exposure to our financial position
or results of operations.
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<PAGE> 14
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, 2000.
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<PAGE> 15
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 16, 2001
Impreso.com, 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
13
