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SECURITES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 25, 2005
OR
TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
COMMISSION FILE NUMBER 0-9478
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SPECTRUM LABORATORIES, INC.
(Exact name of small business registrant as specified in its charter)
DELAWARE 95-4718363
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
18617 BROADWICK STREET, RANCHO DOMINGUEZ, CALIFORNIA 90220
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (310) 885-4600
Indicate by check mark 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 [ ]
Number of shares of Common Stock outstanding as of July 31, 2005: 5,312,468
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
YES [ ] NO [X]
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Page
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Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet as of June 25, 2005 3
Consolidated Statements of Income for the Three and Six Months Ended
June 25, 2005 and June 26, 2004 4
Consolidated Statements of Cash Flows for the Three and Six Months
Ended June 25, 2005 and June 26, 2004 5
Notes to Consolidated Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations 9
Item 3. Controls and Procedures 11
Part II - OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signature 12
Exhibits Certifications - Chief Executive Officer and Chief Financial Officer
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
SPECTRUM LABORATORIES, INC.
CONSOLIDATED BALANCE SHEET
AS OF JUNE 25, 2005
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 7,064
Marketable securities 341
Accounts receivable, net of allowances of $193 2,067
Inventories 2,756
Prepaid expenses 133
Deferred taxes 525
-------
Total current assets 12,886
INVESTMENT IN MARKETABLE SECURITIES 798
EQUIPMENT AND LEASEHOLD IMPROVEMENTS,
net of accumulated depreciation of $6,503 1,104
GOODWILL 1,122
DEFERRED TAXES 1,145
PATENTS, subject to amortization, net of accumulated amortization of $273 477
OTHER ASSETS - Principally Artwork of $986 1,013
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Total assets $18,545
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 1,020
Accounts payable 449
Accrued expenses and other current liabilities 379
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Total current liabilities 1,848
LONG-TERM DEBT, net of current maturities 4,555
PREFERRED STOCK of SUBSIDIARY - SLI ACQUISITION CORP 1,755
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01; 10,000,000 shares authorized;
none issued and outstanding --
Common stock, $.01 par value, 25,000,000 shares authorized;
5,312,468 shares issued and outstanding 53
Additional paid-in capital 8,637
Accumulated other comprehensive income 479
Retained earnings 1,218
-------
Total stockholders' equity 10,387
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Total liabilities and stockholders' equity $18,545
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The accompanying notes are an integral part of these consolidated financial statements.
3
SPECTRUM LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
(UNAUDITED)
Three Months Ended Six Months Ended
--------------------------------- ----------------------------------
June 25, 2005 June 26, 2004 June 25, 2005 June 26, 2004
-------------- -------------- -------------- --------------
NET SALES $ 3,358 $ 3,512 $ 6,348 $ 6,602
COSTS AND EXPENSES
Cost of sales 1,844 1,909 3,643 3,716
Selling, general and administrative 1,078 957 2,080 1,899
Research and development 222 171 428 394
Unrealized loss on marketable securities 48 -- 77 --
Other expense, primarily interest 60 20 142 43
-------------- -------------- -------------- --------------
Total costs and expenses 3,252 3,057 6,370 6,052
-------------- -------------- -------------- --------------
Income (loss) before provision (benefit) of
income taxes 106 455 (22) 550
Provision (benefit) for income taxes 37 140 (8) 165
-------------- -------------- -------------- --------------
Net income (loss) $ 69 $ 315 $ (14) $ 385
============== ============== ============== ==============
Earnings (loss) per share:
Basic $ 0.01 $ 0.06 $ (0.00) $ 0.07
============== ============== ============== ==============
Diluted $ 0.01 $ 0.06 $ (0.00) $ 0.07
============== ============== ============== ==============
Weighted average shares outstanding:
Basic 5,312 5,312 5,312 5,312
============== ============== ============== ==============
Diluted 5,540 5,523 5,312 5,518
============== ============== ============== ==============
The accompanying notes are an integral part of these consolidated financial statements.
4
SPECTRUM LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 25, 2005 AND JUNE 26, 2004
(IN THOUSANDS)
(UNAUDITED)
2005 2004
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (14) $ 385
Adjustments to reconcile net (loss) income to net cash
(used in) provided by operating activities:
Depreciation and amortization 378 412
Noncash compensation and warrant related expense 4 6
Decrease in Other Assets 14 --
Change in working capital components:
(Increase) in accounts receivable (414) (456)
Decrease (Increase) in inventories 60 (18)
(Increase) Decrease in prepaid expenses (47) 63
(Decrease) in accounts payable (65) (175)
(Decrease) Increase in accrued expenses (153) 41
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NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (237) 258
------- -------
CASH FLOWS (USED IN) PROVIDED BY INVESTING ACTIVITIES:
Investment in marketable securities (417) --
Unrealized loss on investment in marketable securities 76 --
Acquisition of equipment and leasehold improvements (52) (168)
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NET CASH (USED IN) INVESTING ACTIVITIES (393) (168)
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CASH FLOWS (USED IN) FINANCING ACTIVITIES:
Principal payments of long-term debt (425) (480)
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NET DECREASE IN CASH AND CASH EQUIVALENTS (1,055) (390)
CASH AND CASH EQUIVALENTS, beginning of period 8,119 3,837
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CASH AND CASH EQUIVALENTS, end of period $ 7,064 $ 3,447
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The accompanying notes are an integral part of these
consolidated financial statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1
Basis of Presentation - The accompanying unaudited financial statements
consolidate the accounts of Spectrum Laboratories, Inc. and its subsidiaries,
SLI Acquisition Corp., Spectrum Europe B.V. and Spectrum Chromatography
(collectively, the Company). All significant intercompany transactions have been
eliminated in consolidation
Unaudited Interim Financial Statements - The unaudited consolidated financial
statements and related notes have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC). Accordingly,
certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been omitted pursuant to such rules and
regulations. The accompanying consolidated financial statements of the Company
should be read in conjunction with the audited consolidated financial statements
of the Company, and notes thereto, for the year ended December 25, 2004. The
information furnished reflects, in the opinion of management, all adjustments,
consisting of normal recurring accruals, necessary for a fair presentation of
the results of the interim periods presented. Operating results of the interim
period are not necessarily indicative of the amounts that will be reported for
the year ending December 31, 2005.
Long-lived Assets - The Company recognizes impairment losses for long-lived
assets used in operations when indicators of impairment are present and the
future undiscounted cash flows are not sufficient to recover the assets'
carrying amount. Management believes there has been no impairment of the value
of such assets. The analysis of indicators of impairment and future cash flows
are estimates made by management.
Patents - The Company has acquired patents utilized within the various
manufacturing processes. These patents are amortized over their respective
lives, typically 17 years. Management believes there has been no impairment in
the value of these patents.
Estimates & Reserves - The Company's principal reserves relate to accounts
receivable and inventory. A detailed review of these reserves is done annually
with a general review quarterly. The Company believes these reserves are
adequate and the amounts are consistent with prior year's level. A significant
estimate is made in the annual impairment testing of goodwill. Changes in
management's estimate of fair value of the Company could result in future
impairment charges.
Accounting for Stock-based Compensation - The Company accounts for stock-based
employee compensation under the requirements of Accounting Principles Board
(APB) Opinion No. 25, which does not require compensation to be recorded if the
consideration to be received is at least equal to fair value at the measurement
date. Nonemployee stock-based transactions are accounted for under the
requirements of the Financial Accounting Standards Board's (FASB) Statement of
Financial Accounting Standards (SFAS) No. 123, "ACCOUNTING FOR STOCK-BASED
COMPENSATION", which requires compensation to be recorded based on the fair
value of the securities issued or the services received, whichever is more
reliably measurable.
SFAS No. 123 requires the disclosure of pro forma net income and earnings per
share had the Company adopted the fair value method. Under SFAS No. 123, the
fair value of stock-based awards to employees is calculated through the use of
option-pricing models, even though such models were developed to estimate the
fair value of freely tradable, fully transferable options with vesting
restrictions which significantly differ from the Company's stock option awards.
These models also require subjective assumptions, including future stock price
volatility and expected time to exercise, which greatly affect the calculated
value.
The calculations are based on a single-option valuation approach and forfeitures
are recognized as they occur. The following table illustrates the effect on net
income and earnings per share had compensation cost for stock-based compensation
been determined based on the grant date fair values of awards (in thousands
except share data - refer to next page for table):
6
Note 1 - Accounting for Stock-Based Compensation (Continued):
Three Months Ended Six Months Ended
------------------------------------ ------------------------------------
June 25, 2005 June 26, 2004 June 25, 2005 June 26, 2004
--------------- --------------- --------------- ---------------
Net income (loss):
As reported $ 69 $ 315 $ (14) $ 385
Add total stock-based compensation
expense determined under APB opinion
25, net of related tax effects 1 3 4 6
(Deduct) total stock-based employee
compensation expense determined
under the fair value method based for all
awards, net of related tax benefits (22) (14) (44) (29)
--------------- --------------- --------------- ---------------
$ 48 $ 304 $ (54) $ 362
=============== =============== =============== ===============
Basic earnings (loss) per share:
As reported $ 0.01 $ 0.06 $ (0.00) $ 0.07
Pro forma $ 0.01 $ 0.06 $ (0.01) $ 0.07
Diluted earnings (loss) per share:
As reported $ 0.01 $ 0.06 $ (0.00) $ 0.07
Pro forma $ 0.01 $ 0.06 $ (0.01) $ 0.07
Weighted average shares outstanding:
Basic 5,312 5,312 5,312 5,312
=============== =============== =============== ===============
Diluted 5,540 5,523 5,312 5,518
=============== =============== =============== ===============
Note 2 - Inventories
Inventories are stated at the lower of cost or market, determined using the
first-in, first-out method, or net realizable value and are composed of the
following (in thousands):
INVENTORY - PER INVENTORY LEAD SCHEDULE
Raw materials $ 2,360
Work in process 202
Finished goods 800
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3,362
Less reserve for slow moving & obsolete items (606)
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$ 2,756
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Note 3 - Earnings per Share
Basic earnings per share is computed by dividing the net income attributable to
the common stockholders by the weighted average number of common shares
outstanding during the period. Due to the net loss for the first six months of
2005 there is no adjustment in the net income attributable to common
stockholders. There were a combined total of 953,674 options and warrants
outstanding as of June 25, 2005, which have been excluded from the calculation
of diluted earnings per share because of their ant-dilutive effect. Diluted
earnings per share reflect the potential dilution that could occur from common
shares issuable through stock options and warrants (227,326 and 0 equivalent
shares in the three and six month periods ending June 25, 2005, respectively and
210,345 and 205,848 equivalent shares in the three and six month periods ending
June 26, 2004, respectively). Further, 726,348 combined options and warrants
7
were excluded from calculating diluted earnings per share because of their
anti-dilutive effect during the three months ended June 25, 2005 and a combined
605,329 and 609,826 were excluded from the calculation of diluted earnings per
share because of their anti-dilutive effect during the three and six months
ended June 26, 2004.
Note 4 - Income Taxes
In assessing the realizability of deferred tax assets, management has estimated
that it is likely that approximately $1,500,000 will not be realized. This
valuation allowance represents a portion of net operating loss carryforwards
attained through a prior business acquisition. As further discussed below, tax
law limits the use of an acquired entity's net operating loss carryforwards to
subsequent taxable income of the consolidated entity. Management will continue
to evaluate the realizability of the deferred tax assets by assessing the need
for and amount of a valuation allowance.
At December 25, 2004, the Company had approximately $5.2 million in net
operating loss carryforwards for federal income tax purposes available to offset
future taxable income. Certain of these loss carryforwards are limited to
approximately $298,000 annually. Any unused net operating loss is carried
forward. As a result of the limitation discussed above, it is probable that
approximately $1.5 million of the Company's net operating loss will expire
without utilization.
Note 5 - Product Group Information
While management has determined the Company operates as a single reportable
segment, the Company's product groups are based on specific product
characteristics and are grouped into bioprocessing products ("BioProcessing"),
formerly referred to as laboratory products, and disposable operating room
products ("OR"). BioProcessing products consist primarily of membranes and
modules used to filter, extract, concentrate, separate and purify. These
products are sold primarily to laboratories, research institutions, biotech and
pharmaceutical companies. OR products consist primarily of sterile surgical
drapes and bandages that are sold primarily to hospitals and their suppliers.
Revenue by product group is as follows (in thousands):
Three Months Ended Six Months Ended
--------------------------------- ---------------------------------
June 25, 2005 June 26, 2004 June 25, 2005 June 26, 2004
-------------- -------------- -------------- --------------
BioProcessing $ 2,897 $ 3,108 5,489 5,774
OR 461 404 859 828
-------------- -------------- -------------- --------------
$ 3,358 $ 3,512 $ 6,348 $ 6,602
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Note 6 - Option Plan
The Company has an option plan referred to as the 2000 Option Plan (the "2000
Option Plan" or "Plan") with 600,000 shares of common stock reserved for option
grants to key employees, directors and consultants. Exercise prices for the
stock options will not be less than 100% of the fair market value of the stock
on the date of grant. Options under the Plan expire not more than ten years from
date of grant. Options under the Plan become exercisable over a 5 year period
(20% per year). As of June 25, 2005, there were 563,050 options outstanding
under the 2000 Option Plan. There were no options granted and 11,000 options
forfeited during the six months ended June 25, 2005.
In addition to the 2000 Option Plan there are 265,624 non qualified stock
options outstanding and 125,000 warrants.
8
Note 7- Comprehensive Income
Comprehensive income is comprised of net income and Other Comprehensive Income
("OCI"). OCI includes certain changes in stockholders' equity that are excluded
from net income. Specifically, the Company includes in OCI changes in the fair
value of unrealized gains and losses on Spectrum's available for sale
securities. The activity in comprehensive income during the six month period
ended June 25, 2005 was as follows (in thousands):
Six Months Ended
June 25, 2005
----------------
Net income (loss) $ 69
Unrealized (loss) on investment in
marketable securities (163)
Tax benefit 65
----------------
Comprehensive (loss) $ (29)
================
The activity in accumulated OCI, net of taxes for the six months ended June 25,
2005 was as follows (in thousands):
Unrealized gain on securities available for sale (net
of tax effect of $384 at the beginning of the year) $ 577
Change in unrealized gain on securities available for
sale (net of tax effect of $65) (98)
--------
Unrealized gain on securities available for sale as of
June 25, 2005, (net of tax effect of $319) $ 479
========
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion should be read in conjunction with the Consolidated
Financial Statements of Spectrum Laboratories, Inc. and Notes thereto contained
elsewhere within this Report on Form 10-QSB. Except for the historical
information contained herein, the following discussion may contain
forward-looking statements that involve risks and uncertainties. The actual
future results of the Company could differ materially from those discussed here.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in this report and those factors discussed in the
Company's Form 10-KSB for the year ended December 25, 2004 as filed with the
Securities and Exchange Commission and, from time to time, in the Company's
other reports on file with the Commission.
Results of Operations
Sales
Total sales for the second quarter ended June 25, 2005 totaled $3,358,000, a
decrease of $154,000 (4.4%), when compared to second quarter 2004. From a
product perspective sales for OR products during the second quarter increased
$57,000 (14.1%) while BioProcessing sales decreased by $211,000 (6.8%). Sales on
a year to date basis for 2005 were below prior year by $254,000 (3.8%) with OR
product sales being $31,000 (3.7%) ahead of prior year while BioProcessing sales
were $285,000 (4.95%) below prior year. The underperformance in BioProcessing
was attributable to timing of orders, specifically to one OEM customer, with
sales in excess of $500,000 in 2004 and no sales in 2005.
9
Gross Margin
Gross margin for the second quarter of 2005 was $1,514,000 (45.1%) versus prior
year second quarter margin of $1,603,000 (45.6%). Year to date gross margin for
2005 was $2,705,000 (42.6%) versus prior year of $2,886,000 (43.7%).
Selling, General & Administrative ("SG&A") and Research & Developmental Expenses
("R&D") During the second quarter of 2005 R&D expenses were $222,000 while SG&A
expenses were $1,078,000 resulting in an increases in R&D expenses of $51,000
(29.8%) while SG&A expenses increased $121,000 (12.6%), when compared to second
quarter of 2004.
On a year to date bases R& D expenses total $428,000, an increase of $34,000
(8.6%) over 2004 while SG&A expenditures total $2,080,000, an increase over 2004
of $181,000 (9.5%) The increase in R&D expenses principally related to outside
consultants and materials associated with the expansion of Spectrum's product
line, partially offset by a specific consulting agreement with a university in
2004 that totaled approximately $25,000.
The increase in SG&A was comprised of approximately $50,000 associated with
going its going private process, $43,000 related to translating its European
subsidiary balance sheet and approximately $120,000 in increased management
expenses attributable to Spectrum's new President. The net of these increased
expenses were partially offset by a reversal of a management accrual of
approximately $50,000 and other miscellaneous expenses totaling approximately
$19,000.
Net Income
Considering the above, net income for the second quarter was $69,000 versus
$315,000 in the second quarter of 2004. On a year to date basis, the Company has
incurred a net loss of $14,000 compared to $385,000 in net income in 2004.
Liquidity and Capital Resources
Cash used by operations for the first six months of 2005 was $237,000. Working
capital components consumed cash of $619,000 principally due to the increase in
accounts receivable of $414,000 and the decrease in accounts payable and accrued
expenses of $218,000. Cash used in operating activities was also impacted by
financing activity relating to $425,000 in bank loan payments, $52,000 in
investing activity associated with the acquisition of equipment and a current
net investment in marketable securities of $341,000. The net of this activity
resulted in a net decrease in cash for the first six months of 2004 of
$1,055,000 resulting in cash balance at June 25, 2005 of $7,064,000.
Spectrum was not in compliance with one of its loan in covenants as of June 25,
2005 relating to cash flow to debt coverage. The Company received a covenant
violation waiver from its bank on August 11, 2005.
In December of 2001 Spectrum entered into a specific research, licensing,
manufacturing and supply agreements (the "Agreements") with an unrelated
company, now known as Arbios Systems, Inc. ("Arbios"). These Agreements, among
other aspects, resulted in Spectrum being granted 362,669 shares of Arbios.
Arbios became a public company on October 30, 2003 and is now listed on the OTC
Bulleting Board under the symbol of ABOS.OB. Arbios is an early-stage biomedical
device company engaged in the discovery, acquisition and development of
proprietary liver assist devices and new technologies useful in the diagnosis
and treatment of acute liver failure. In compliance with SFAS No. 115 based on
the listed trade price of $2.50 per share Spectrum allocated $907,000 as the
fair market value reflecting this amount as accumulated other comprehensive
income on its balance sheet as of December 27, 2003. The amount of the Arbios
investment was adjusted to $961,000 as of December 25, 2004, per the listed
trade quote of $2.65. Based on Arbios most recent trade price of $2.20, as of
June 25, 2005, Spectrum reflected a decrease in fair market value during the
first six months of 2005 of $163,000 to $798,000 on its balance sheet as of June
25, 2005. Spectrum has classified this amount as a non current asset as it
realizes there have been limited trades in Arbios and the potential to sell the
stock may be limited. In addition, due to Arbios being an early stage
developmental company, this investment may be subject to significant
adjustments.
The Company is obligated under the terms of various operating lease agreements
for manufacturing, warehouse and office facilities. Certain of these leases
provide for rent escalation adjustments. Minimum future rental payments under
these operating lease agreements for the final two quarters ending December 31,
2005 and the subsequent years ending December 31 are as follows: final two
quarters 2005 $287,000 and $106,000 year ending 2006 (total $393,000).
Subsequent Events
The Board of Directors of Spectrum elected on October 6, 2004 to amend its
Certificate of Incorporation to effect a 1 for 25,000 reverse stock split, upon
SEC approving the transaction. Stockholders, subsequent to the reverse stock
split, holding fractional shares, would be paid $2.56 per share for each pre
reverse stock split share. The Board of Directors then elected to effectuate a
going private transaction as subsequent to the reverse stock split the Company
anticipates it will only have 3 shareholders.
10
To effectuate the above transactions Spectrum filed a Schedule 14C Information
Statement with the Securities and Exchange Commission ("SEC") on October 12,
2004 with an amended Schedule 14C filed on August 5, 2005 In addition the
Company filed a Schedule 13E-3 Transaction Statement on October 13, 2004 with a
subsequent amended Schedule 13E-3A being filed on October 19, 2004 with an
additional amended Schedule 13E-3A being filed on August 5, 2005. It is
anticipated the reverse stock split and the Company becoming private will be
effective in the third quarter of 2005. The Company has recognized approximately
$115,000 in expense relating to going private, $50,000 in the six months of
fiscal 2005 and $65,000 in fiscal 2004.
Item 3. Controls and Procedures
As of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation,
the principal executive officer and principal financial officer concluded that
the Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms. There was no change in the Company's internal control over financial
reporting during the Company's most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Change in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31(a)&(b) Rule 13a-14(a)/15d-14(a) Certifications
32(a)&(b) 18 U.S.C. Section 1350 Certifications
(b) The Company did not file a Form 8-K during the quarter ended June 25, 2005.
11
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on August 15, 2005.
SPECTRUM LABORATORIES, INC.
(Registrant)
/s/ Roy T. Eddleman
--------------------------
Signature
Roy T. Eddleman
Chief Executive Officer
/s/ Brian A. Watts
--------------------------
Signature
Brian A. Watts
Chief Financial Officer
/Vice President of Finance
12