U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
|X| Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended 9/30/00
--------------------
|_| Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from ___________ to ______________
Commission file number 811-3584
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Levcor International, Inc.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 06-0842701
------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
462 Seventh Avenue, New York, NY 10018
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(Address of Principal Executive Offices)
(212) 354-8500
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(Issuer's Telephone Number)
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(Former Name, Former Address and Former Fiscal year,
if Changed Since Last Report)
Check whether the issuer; (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 |_|
As of November 20, 2000, 2,371,299 shares of the issuer's common stock, par
value $.56 per share, were outstanding.
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
<PAGE>
Table of Contents
Page
Part I. FINANCIAL INFORMATION..................................................1
Item 1. Financial Statements(Unaudited)
Condensed Balance Sheet as of September 30, 2000 ...............1
Condensed Statements of Operations and Accumulated Deficit
for the Nine and Three Months Ended September 30, 2000
and September 30, 1999..........................................2
Condensed Statements of Cash Flows for the
Nine and Three Months Ended September 30, 2000
and September 30, 1999..........................................3
Notes to Financial Statements ..................................4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...................6
Part II. OTHER INFORMATION....................................................10
Item 6. Exhibits and Reports on Form 8-K...............................10
Signatures....................................................................11
Exhibit 27....................................................................12
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Levcor International, Inc.
CONDENSED BALANCE SHEET
September 30, 2000
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 1,003
Accounts receivable 18,773
Inventories 3,513,121
Prepaid expenses and other current assets 27,601
-----------
Total current assets 3,560,498
PROPERTY AND EQUIPMENT, net 65,159
ASSETS HELD FOR SALE 325,200
INTANGIBLE ASSETS, net 36,748
OTHER NONCURRENT ASSETS 34,650
-----------
TOTAL ASSETS
$ 4,022,255
===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Due to factor $ 1,484,075
Accounts payable and accrued expenses 2,783,180
Current maturities of long-term debt 600,000
-----------
Total current liabilities 4,867,255
LONG TERM DEBT, less current maturities 200,000
DUE TO OFFICER / STOCKHOLDER 914,992
STOCKHOLDERS' EQUITY (DEFICIENCY)
Common stock - par value $.56 per share; authorized
15,000,000 shares, outstanding 2,371,299 shares 1,327,927
Capital in excess of par value 5,254,657
Accumulated deficit (8,468,514)
Treasury stock (74,062)
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Total stockholders' (deficiency) (1,959,992)
-----------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY
$ 4,022,255
===========
See notes to condensed financial statements.
1
<PAGE>
Levcor International, Inc
CONDENSED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(Unaudited)
<TABLE>
<CAPTION>
For the nine months ended For the three months ended
September 30th September 30th
2000 1999 2000 1999
---------------------------- ----------------------------
<S> <C> <C> <C> <C>
Net sales $ 11,458,374 $ 10,706,682 $ 3,160,231 $3,985,774
Cost of goods sold 9,218,769 9,207,040 2,448,987 3,561,643
---------------------------- ----------------------------
Gross profit 2,239,605 1,499,642 711,244 424,131
Selling, general and administrative expenses 2,080,983 1,343,673 613,969 536,078
---------------------------- ----------------------------
(Loss)/income from continuing operations 158,622 155,969 97,275 (111,947)
before interest expense
Interest expense 298,423 182,183 107,323 62,876
---------------------------- ----------------------------
(Loss) from continuing operations before other income (139,801) (26,214) (10,048) (174,823)
Other income 70,895 -- 19,392 --
---------------------------- ----------------------------
(Loss)/income from continuing operations (68,906) (26,214) 9,344 (174,823)
(Loss)/income from discontinued operations (7,487) 6,513 (7,134) 928
NET (LOSS)/INCOME (76,393) (19,701) 2,210 (173,895)
Accumulated deficit at beginning of period (8,392,121) (7,737,196) (8,470,724) (7,583,002)
---------------------------- ----------------------------
Accumulated deficit at end of period $ (8,468,514) $ (7,756,897) $ (8,468,514) $ (7,756,897)
============================ ============================
Basic and diluted (loss)/income per share
Continuing operations (loss)/income per share $ (0.03) $ (0.01) $ 0.03 $ (0.09)
Discontinued operations (loss)/income per share (0.00) (0.00) (0.03) 0.00
Total (loss) per share $ (0.03) $ (0.01) $ (0.00) $ (0.09)
Weighted average shares outstanding 2,370,182 1,765,966 2,371,299 1,765,966
</TABLE>
See notes to condensed financial statements.
2
<PAGE>
Levcor International, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30th
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Cash flows from operating activities
Net loss $ (76,393) $ (19,701)
Adjustments to reconcile net loss to net cash
provided by operating activities
Depletion, depreciation and amortization 17,484 9,198
Write-down of oil and gas properties 4,223 --
Services paid in common stock 18,000 5,000
Sale of assets from discontinued operations charged to salaries 33,138 --
Loss on sale of discounted business 353 --
Loss on sale of assets held for resale 37,450 --
Accrued interest on loan payable to officer 32,432 --
Gain on sale of fixed assets (44,194) --
Loss on sale of automobile 1,660 --
Changes in operating assets and liabilities
Accounts receivable 40,464 (106,930)
Due from factor -- (1,164,535)
Inventories (1,190,133) (1,346,177)
Prepaid expenses and other current assets 263 (54,250)
Accounts payable and accrued expenses 273,625 2,335,126
----------- -----------
Net cash (used in) operating activities (851,628) (342,269)
Cash flows from investing activities
Purchases of property and equipment and intangible assets (90,873) (9,317)
Purchases of assets held for resale -- (942,450)
Sale of oil and gas properties -- 3,800
Proceeds from sale of automobile 6,385 --
Proceeds from sale of fixed assets 44,194 --
Proceeds from sale of assets held for sale 49,550 --
----------- -----------
Net cash provided by investing activities 9,256 (947,967)
Cash flows from financing activities
Due to factor 1,484,075 --
Exercise of stock options -- 500,000
Net proceeds (repayment) of long-term debt (643,745) 329,650
Advances from shareholder -- 450,000
----------- -----------
Net cash provided by (used in) financing activities 840,330 1,279,650
----------- -----------
NET DECREASE IN CASH (2,042) (10,586)
Cash at beginning of period 3,045 60,318
----------- -----------
Cash at end of period $ 1,003 $ 49,732
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 243,702 $ 182,210
</TABLE>
See notes to condensed financial statements.
3
<PAGE>
Levcor International, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
Nine Months Ended September 30, 2000
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements of Levcor
International, Inc. (the "Company") have been prepared in accordance with
the generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB. Accordingly, they do
not include all the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments, consisting of normal recurring
accruals, necessary for a fair presentation have been included. Operating
results for the three and nine month periods ended September 30, 2000 are
not necessarily indicative of the results that may be expected for the
year ending December 31, 2000. These statements should be read in
conjunction with the financial statements and related notes included in
the Company's annual report on Form 10-KSB for the year ended December 31,
1999.
NOTE 2. Inventories consist of the following:
Raw materials $1,594,954
Work in process 1,008,970
Finished goods 909,197
----------
$3,513,121
==========
NOTE 3. AMENDMENT TO ASSET PURCHASE AGREEMENT
On September 2, 1999, the Company entered into an Asset Purchase Agreement
(the "Purchase Agreement"), with Andrex Industries Corp. ("Andrex"),
pursuant to which the Company purchased (1) Andrex's inventory; (2)
Andrex's machinery and equipment; (3) Andrex's furniture, fixtures and
supplies located at 1071 Avenue of the Americas, New York, New York 10018;
(4) Andrex's sales orders; and (5) Andrex's trade name "Andrex Knits". The
purchase price comprised: (1) cash in the amount of $660,000; (2) a
promissory note ("Promissory Note 1") in the principal amount of $282,450;
and (3) a promissory note ("Promissory Note 2") in the principal amount
equal to the book value at September 2, 1999 of the inventory purchased by
the Company, the valuation of which was initially agreed to be $1,214,750.
The Promissory Notes both bear interest at 6% per annum.
The Company funded the $660,000 cash payment with a promissory note due to
CIT Group bearing interest payable at 8.5%, principal being repayable with
proceeds from the sale of the machinery and equipment purchased by the
Company. At September 30, 2000 the Company had repaid the principal due to
CIT Group. Promissory Note 1 was to be paid with the sales proceeds of the
machinery and equipment once the CIT Group promissory note was repaid.
Promissory Note 2, pursuant to the Purchase Agreement's Post-Closing
Adjustment, was reduced to a balance of $948,036 at December 31, 1999 and
is to be paid down with proceeds from the sale of the inventory purchased
by the Company, with interest accrued on outstanding balances. Promissory
Note 2 was further reduced by $120,704 effective April 1, 2000 in final
settlement of disputed matters.
4
<PAGE>
An agreement between the Company and Andrex dated July 15, 2000, effective
as of April 1, 2000 amended the Asset Purchase Agreement, to the effect
that Promissory Note 1 was deemed to be satisfied in full and Promissory
Note 2, which had not been issued by the Company, pending resolution of
matters in dispute between the parties, was now considered cancelled. In
place thereof, the Company agreed to pay Andrex an amount equal to
$900,000, payable in 18 equal monthly installments commencing August 1,
2000, together with accrued interest at the rate of 6 1/2% per annum from
April 1, 2000 payable on each principal payment date. In addition to
satisfying both promissory notes, this agreement discharged the Company
from any and all other obligations pursuant to the Asset Purchase
Agreement.
In conjunction with this amendment the Company has reversed in the second
quarter of 2000 approximately $194,000 of charges recorded during the
first quarter of 2000 relating to various operating expenses of Andrex
payable by the Company as part of the original acquisition. These charges
consisted of approximately $164,000 for salaries and benefits and $30,000
for insurance costs.
NOTE 4. DISCONTINUED OPERATIONS
Since 1995, the Company's primary operating segment has been its textile
converting business. Due to potentially significant insurance cost
increases relating to the oil & gas segment coupled with the retirement of
the Treasurer of the Company, management decided to transfer the remaining
oil well to the Treasurer, as a non-cash retirement arrangement. The
transfer has resulted in a charge to operations in June 2000 of $33,138.
The operating results of the discontinued operations are as follows:
<TABLE>
<CAPTION>
For the nine months ended For the three months ended
September 30, September 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 15,664 $ 22,837 $ (141) $ 10,190
Net income (loss) $ (7,487) $ 6,513 $ (7,134) $ 928
</TABLE>
NOTE 5. RECLASSIFICATIONS
Certain 1999 amounts have been reclassified to conform to the presentation
used in 2000.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations:
Nine months ended September 30, 2000 as compared to nine months ended
September 30, 1999.
The Company's net sales for the Fabric Divisions for the nine months ended
September 30, 2000 were $11,458,374, an increase of $751,692 or 7% from
$10,706,682 for the same period in 1999. Net sales have risen on a comparative
basis because the first six months of 1999 did not include sales for the Andrex
Knits division, which was effectively acquired July 1, 1999. The cost of goods
sold of the Fabric Divisions in the first nine months of 2000 increased .1%,
from $9,207,040 in 1999 to $9,218,769 in 2000. The gross profit for the Fabric
Divisions for the first nine months of 2000 was $2,239,605, an increase of
$739,963 or 49% from $1,499,642 in 1999. Most of the increases are attributed to
the termination of gross profit sharing with Andrex Industries Corp. coupled
with one-time inventory cost savings derived from the settlement of inventory
acquisition costs for the Andrex Knit Division, which commenced upon acquisition
effective July 1, 1999. During the nine months ended September 30, 2000, the
Company had other income of $70,895, which consisted primarily of income from a
lease-buyout agreement for which no such income was recorded in the same 1999
period.
The Company's total expenses from continuing operations for the nine
months ended September 30, 2000 were $2,379,406, an increase of $853,550 or 56%
from $1,525,856 in the same period in 1999. Such increase was due primarily to
costs for operating the Andrex Knits division. Salaries increased $256,279, or
27%, commissions increased $31,176, or 102%, development costs increased
$35,118, or 33%, factor fees increased $27,071, or 52%, interest increased
$116,240, or 64%, rent increased $47,378, or 71%, travel and business increased
$52,514, or 289%, computer support services increased $25,023, or 371%, supplies
increased $20,972, or 395%, telephone increased $37,475, or 496%, electric
increased $19,256 for which there were no charges in 1999, sampling expense
increased $15,225 for which there were no charges in 1999, the balance of
expenses increased $169,823, or 338%, compared to the first nine months of 1999.
As a result of the foregoing, the Company reflected a net loss from continuing
operations of $68,906 in the nine months ended September 30, 2000 compared to a
net loss from continuing operations of $26,214 in the same period in 1999.
Effective June 30, 2000, the Company discontinued operation of the Oil and
Gas segment by transferring to the Treasurer of the Company the remaining
interest in the oil and gas well. The amount was $33,138 and was charged to
operations as salary. Revenues from discontinued operations for the nine months
ended September 30, 2000 were $15,664 as compared to $22,837 for the comparable
period in 1999. The net (loss)/income from discontinued operations for the nine
months ended September 30, 2000 and 1999 was $(7,487) and $6,513, respectively.
Three months ended September 30, 2000 as compared to three months ended
September 30, 1999.
The Company's net sales for the Fabric Divisions for the three months
ended September 30, 2000 were $3,160,231, a decrease of $825,543, or 21% from
$3,985,774 for the same period in 1999. Net sales declined versus last year due
to a change in customer mix in an effort to increase profit margins. The cost of
goods sold of the Fabric Divisions in the third quarter of 2000 decreased 31%
from $3,561,643 in 1999 to $2,448,987 in 2000. The gross profit for the Fabric
Divisions for the third three months of 2000 was $711,244, an increase of
$287,113 or 68% from $424,131 in 1999. Most of the increases are attributed to
the termination of gross profit sharing with Andrex Industries Corp. coupled
with one-time inventory cost savings derived from the settlement of inventory
acquisition costs for the Andrex Knit Division, which
6
<PAGE>
commenced upon acquisition effective July 1, 1999. During the three months ended
September 30, 2000, the Company had other income of $19,392, which consisted
primarily of income from a lease-buyout agreement for which no such income was
recorded in the same 1999 period.
The Company's total operating expenses for the three months ended
September 30, 2000 were $721,292, an increase of $122,338, or 20% from $598,954
in the same period in 1999. Salaries & benefits decreased $139,259, or 29%,
commissions decreased $2,985, or 27%, development costs increased $29,195, or
325%, factor fees increased $19,618, or 428%, interest increased $44,447, or
71%, rent decreased $23,978, or 36%, travel and business increased $21,533, or
166%, computer support services increased $3,897, or 85%, supplies increased
$3,919, or 118%, telephone increased $10,508, or 136%, electric increased $9,904
for which there were no charges in 1999, sampling expense increased $7,449 for
which there were no charges in 1999, the balance of expenses increased $138,090,
or 115%, compared to the first nine months of 1999. Also, operating expenses
were reduced by $193,877 in the second quarter for costs recorded in first
quarter of 2000 as a result of the Amendment to the Asset Purchase Agreement
with Andrex Industries, Corp. As a result of the foregoing, the Company
reflected net income from continuing operations of $9,344 in the three months
ended September 30, 2000 compared to a net loss from continuing operations of
$174,823 in the same period in 1999.
Effective June 30, 2000, the Company discontinued operation of the Oil and
Gas segment by transferring to the Treasurer of the Company the remaining
interest in the oil and gas well. The total amount of $33,138 was charged to
operations as salary. Revenues from discontinued operations for the three months
ended September 30, 2000 were $(141) as compared to $10,190 for the comparable
period in 1999. The net (loss)/income from discontinued operations for the three
months ended September 30, 2000 and 1999 was $(7,134) and $928, respectively.
Liquidity and Capital Resources
The Company entered into a Factoring Agreement with the CIT
Group/Commercial Services, Inc. ("CIT Group") on September 17, 1998 (the "CIT
Group Factoring Agreement"). Pursuant to the terms of the CIT Group Factoring
Agreement, the Company, among other things (i) assigned to CIT Group its
interest in all accounts receivable arising from the sale of inventory or
rendition of services, (the "Accounts"), including those under any trade names,
through any divisions and through any selling agent, and pays CIT Group a
factoring fee of 0.6% of the gross face amount of the Accounts, with a minimum
commission of $3 per invoice and $48,000 per annum, an additional 1/4 of 1% of
the gross face amount of each Account for each 30-day period or part thereof by
which the longest terms of sale applicable to such Account exceed 90 days, and
an additional 1% of the gross face amount of all Accounts arising from sales to
customers located outside the United States; and, (ii) may request advances,
which advances shall be made at the CIT Group's sole discretion, on the net
purchase price of the Accounts, and pays interest on such advances at the rate
of 0.5% above The Chase Manhattan Bank's prime rate for the term thereof. The
CIT Group Factoring Agreement remains effective until termination by either
party. CIT Group may terminate the CIT Group Factoring Agreement at any time,
upon 60 days' prior written notice or immediately without prior written notice,
upon the occurrence of an Event of Default (as such term is defined in the CIT
Group Factoring Agreement). The Company may terminate the CIT Group Factoring
Agreement on any September 30th, upon 60 days' prior written notice.
In connection with the purchase in 1996 of woven fabric inventory from
Andrex, the Company issued a promissory note to Andrex, which bore interest at
the rate of 6% per annum, pursuant to which the Company, commencing on May 1,
1996 and continuing through May 1, 2000, was required to make five annual
payments of $282,800 to Andrex. In order to meet the $282,800 payments that were
due on
7
<PAGE>
May 1, 1996, May 1, 1997 and May 1, 1998. Robert A. Levinson, the Chief
Executive Officer of the Company, made loans to the Company on such dates of
$370,000, $300,000 and $50,000, respectively, which loans bear interest at a
rate of 6% per annum. On May 1, 1999, the Company from its own resources, made
the required payment of $282,800; and on July 1, 1999, the Company prepaid the
final installment of $282,800 due May 1, 2000, utilizing a portion of an
additional loan given by Mr. Levinson on July 1, 1999 of $500,000.
On July 26, 1999, Mr. Levinson and the Company entered into an agreement
whereby Mr. Levinson agreed to accept 400,000 shares of the Common Stock of the
Company, in full and final satisfaction of the loan made to the Company on July
1, 1999 in the principal amount of $500,000.
If necessary, Mr. Levinson has agreed to personally support the Company's
cash requirements to enable it to fulfill its obligations through October 1,
2001. The amount owed by the Company to Mr. Levinson as of September 30, 2000 is
$720,000 and is a demand obligation of which no portion is due currently and
which Mr. Levinson has promised not to demand until at least October 1, 2001.
Also, the accrued interest on this obligation, $194,992, has been reclassified
as a long-term obligation.
On September 2, 1999, the Company entered into an Asset Purchase
Agreement, dated September 2, 1999 (the "Purchase Agreement"), with Andrex,
pursuant to which the Company purchased (1) Andrex's inventory; (2) Andrex's
machinery and equipment; (3) Andrex's furniture, fixtures and supplies located
at 1071 Avenue of the Americas, New York, New York 10018; (4) Andrex's sales
orders; and (5) Andrex's trade name "Andrex Knits". The purchase price
comprised: (1) cash in the amount of $660,000; (2) a promissory note
("Promissory Note 1") in the principal amount of $282,450; and (3) a promissory
note ("Promissory Note 2") in the principal amount equal to the book value at
September 2, 1999 of the inventory purchased by the Company, the valuation of
which was initially agreed to be $1,214,750. The Promissory Notes both bear
interest at 6% per annum and are due on April 1, 2001.
The Company funded the $660,000 cash payment with a promissory note due to
CIT Group bearing interest payable at 8.5%, principal being repayable with
proceeds from the sale of the machinery and equipment purchased by the Company.
At June 30, 2000 the Company had repaid the principal due to CIT Group.
Promissory Note 1 was to be repaid with the sale proceeds of the machinery and
equipment once the CIT Group promissory note was repaid. Promissory Note 2,
pursuant to the Purchase Agreement's Post-Closing Adjustment, was reduced to a
balance of $948,036 at December 31, 1999 and is to be paid down with proceeds
from the sale of the inventory purchased by the Company, with interest accrued
on outstanding balances.
An agreement between the Company and Andrex, dated July 15, 2000,
effective as of April 1, 2000 amended the Asset Purchase Agreement dated
September 2, 1999, to the effect that Promissory Note 1 was deemed to be
satisfied in full and Promissory Note 2 which had not been issued by the
Company, pending resolution of matters in dispute between the parties, was now
considered cancelled. In place thereof, the Company agreed to pay Andrex an
amount equal to $900,000, payable in 18 equal monthly installments commencing
August 1, 2000, together with accrued interest at the rate of 6 1/2% per annum
from April 1, 2000 payable on each principal payment date. In addition to
satisfying both promissory notes, this agreement discharged the Company from any
and all other obligations pursuant to the Asset Purchase Agreement, with effect
from April 1, 2000.
The Company believes that cash generated from the Company's sale of woven
fabrics produced by the Company's Paradox Woven Division, the sale of knit
fabrics produced by the Company's newly formed Andrex Knits Division, the
advances under the CIT Group Factoring Agreement and loans from Mr. Levinson (if
needed) will be sufficient to fund the Company's operations for 2000. The
Company's
8
<PAGE>
unrestricted cash at September 30, 2000 was $1,003, a decrease of $2,042 from
$3,045 at December 31, 1999.
Seasonality
The business of both the Paradox Woven Division and the Andrex Knits
Division is seasonal. The Paradox Woven Division typically realizes higher
revenues and operating income in the first and fourth calendar quarters, while
the Andrex Knits Division's realizations are in the second and third calendar
quarters. Such seasonality takes into account the standard lead-time required by
the fashion industry to manufacture apparel, which corresponds to their
respective retail selling seasons.
9
<PAGE>
PART II.
ITEM 6. Exhibits and Reports on Form 8 - K.
(a) The following exhibits are included herein:
Exhibit 27 - Financial Data Schedule (Article 5), included for Electronic
Data Gathering, Analysis, and Retrieval (EDGAR) purposes only. This
Schedule contains summary financial information extracted from the balance
sheets and statements of operations and deficit as of and for the nine
months ended September 30, 2000, and is qualified in its entirety by
reference to such financial statements.
(b) No reports on Form 8-K were filed during the quarter for which this report
is being filed.
10
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
LEVCOR INTERNATIONAL, INC.
Date November 20, 2000 /s/ Robert A. Levinson
-------------------------- --------------------------------
Robert A. Levinson
Chairman of the Board,
President and Secretary
Date November 20, 2000 /s/ Sean Brennan
-------------------------- --------------------------------
Sean Brennan
Treasurer
11
