WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended July 3, 1999
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from _______________ to
________________
Commission File No. 0-2052
GODDARD INDUSTRIES, INC.
(Exact name of registrant as specified in its
charter)
Massachusetts 04-2268165
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
705 Plantation Street, Worcester, Massachusetts
01605
(Address of principal executive office) (Zip
Code)
Registrant's telephone number, including area code (508)852-
2435
Check whether the registrant (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
State the number of shares outstanding of each of the
issuer's
classes of common stock, as of the latest practicable date.
Title of Each Class of Number of Shares
Outstanding
Common Stock Outstanding at July 3, 1999
Common Stock, $.01 par value 2,130,766
Transitional Small Business Disclosure Format
Yes ___ No __X__
GODDARD INDUSTRIES, INC.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
PAGE
Item 1 Financial Statements
Consolidated Balance Sheet - July 3, 1999
and October 3, 1998
3
Consolidated Statement of Income - Nine Months Ended
July 3, 1999 and June 30, 1998
4
Consolidated Statement of Cash Flows - Nine Months
Ended
July 3, 1999 and June 30, 1998
5
Notes to Consolidated Financial Statements
7
Item 2 Management Discussion and Analysis
13
PART II - OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K
17
-2-
GODDARD INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS July 3,
October 3,
1999
1998
(UNAUDITED)
AUDITED
CURRENT ASSETS:
Cash and cash equivalents $1,380,932
$ 149,756
Accounts receivable, net of allowance 543,914
527,284
Due from former Subsidiary 150,000
- -
Refundable taxes on income 106,442
92,723
Inventories 1,979,466
2,066,224
Prepaid expenses and taxes 21,297
22,067
Deferred income taxes 118,000
111,000
TOTAL CURRENT ASSETS 4,300,051
2,969,054
PROPERTY, PLANT AND EQUIPMENT,
at cost 4,422,211
4,324,198
Less - Accumulated depreciation -2,956,427
- -2,768,166
1,465,784
1,556,032
OTHER ASSETS:
Investment 250,000
- -
Deferred income taxes 136,700
131,000
Net assets of discontinued operations -
1,666,639
TOTAL OTHER ASSETS 386,700
1,797,639
TOTAL ASSETS $6,152,535
$6,322,725
LIABILITIES AND SHAREHOLDERS'EQUITY
CURRENT LIABILITIES:
Current maturities of
long-term debt $ 119,000
$ 184,000
Accounts payable 80,963
122,381
Accrued expenses 401,833
328,806
Accrued environmental liability -
4,648
Deferred compensation 60,000
42,500
TOTAL CURRENT LIABILITIES 661,796
682,335
LONG-TERM DEBT, net of
current maturities 60,676
139,515
DEFERRED COMPENSATION 490,808
508,500
SHAREHOLDERS' EQUITY:
Common stock - par value $.01 per share,
Authorized 3,000,000 shares, issued
and outstanding 2,130,766 shares
(2,129,982 shares at October 3, 1998) 21,308
21,299
Additional paid-in capital 479,286
477,923
Retained earnings 4,438,661
4,493,153
TOTAL SHAREHOLDERS'EQUITY 4,939,255
4,992,375
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $6,152,535
$6,322,725
-3-
GODDARD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
July 3, 1999 June 30,
1998
For The Three For the Nine For The Three
For The Nine
Months Ended Months Ended Months Ended
Months Ended
NET SALES $1,109,346 $3,879,161 $1,329,453
$4,375,450
COST OF SALES 703,338 2,396,019 810,850
2,669,428
GROSS PROFIT 406,008 1,483,142 518,603
1,706,022
SELLING AND ADMINISTRATIVE
EXPENSES 301,371 922,352 278,400
874,528
INCOME FROM
OPERATIONS 104,637 560,790 240,203
831,494
OTHER INCOME
(EXPENSE):
Interest expense -18,169 -40,681 -5,872
- -17,053
Other income, net 13,378 39,466 19,477
52,218
TOTAL OTHER
INCOME (EXPENSE) -4,791 -1,215 13,605
35,165
INCOME (LOSS)BEFORE INCOME
TAXES FROM CONTINUING
OPERATIONS 99,846 559,575 253,808
866,659
PROVISION FOR
INCOME TAXES
Current 49,300 248,200 96,300
353,800
Deferred -3,900 -12,700 8,900
2,600
Total income
taxes(benefit) 45,400 235,500 105,200
356,400
NET INCOME FROM CONTINUING
OPERATIONS 54,446 324,075 148,608
510,259
NET INCOME (LOSS)FROM
DISCONTINUED OPERATIONS
-32,583 30,294 31,672
16,005
NET LOSS ON DISPOSITION
OF DISCONTINUED
OPERATIONS
-408,861 -408,861
NET INCOME (LOSS) $-386,998 $-54,492 $180,280
$526,264
-4-
GODDARD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(CONTINUED)
July 3, 1999 June 30,
1998
For The Three For the Nine For The Three
For The Nine
Months Ended Months Ended Months Ended
Months Ended
EARNINGS (LOSS) PER SHARE:
Basic:
Continuing
operations $0.03 $0.15 $0.07
$0.24
Discontinued
operations -0.02 0.01 0.01
0.01
Loss on disposition
of discontinued
operations -0.19 -0.19 -
- -
Net income (loss) $-0.18 $-0.03 $0.08
$0.25
Diluted:
Continuing
operations $0.03 $0.15 $0.07
$0.23
Discontinued
operations -0.02 0.01 0.01
0.01
Loss on disposition
of discontinued
operations -0.19 -0.19 -
- -
Net income (loss) $-0.18 $-0.03 $0.08
$0.24
-5-
GODDARD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended
(UNAUDITED)
July 3,
June 30,
1999
1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income from continuing operations $324,075
$510,529
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation 188,261
174,959
Deferred income taxes -12,700
2,600
Changes in assets and liabilities:
Accounts receivable -16,630
- -68,118
Refundable taxes on income -13,719
- -62,660
Inventories 86,758
2,845
Prepaid expenses and taxes 770
- -51,981
Accounts payable -41,418
- -1,065
Accrued expenses 73,027
- -130,297
Accrued environmental liability -4,648
- -40,352
Deferred compensation -192
- -
Total Adjustments 259,509
- -174,069
NET CASH PROVIDED BY
OPERATING ACTIVITIES 583,584
336,460
CASH FLOWS FROM INVESTING ACTIVITIES:
Discontinued operations 888,072
62,092
Property,plant and equipment additions -98,013
- -208,115
790,059
- -146,023
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares 1,372
2,372
Repayment of long-term debt -143,839
- -97,696
Payment of dividends -
- -63,860
-142,467
- -159,184
NET INCREASE (DECREASE) IN CASH 1,231,176
31,253
CASH AND EQUIVALENTS - BEGINNING 149,756
47,194
CASH AND EQUIVALENTS - ENDING $1,380,932
$78,447
CASH PAID DURING THE PERIOD FOR:
Interest $ 40,681
$ 42,913
Income taxes $282,500
$278,375
-6-
GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
July 3, 1999
(UNAUDITED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Reference is made to the financial statements included in
the Annual Report for the year ended October 3, 1998 for
a
summary of significant accounting policies and other
disclosures.
As a result of the sale of Webstone Company, Inc.
(Webstone) (see
Note 8), the financial statements for all periods have
been restated
to reflect Webstones' discontinued operations.
NOTE 2. BASIS OF PRESENTATION:
The information shown in the consolidated financial
statements reflects all adjustments which are, in the
opinion of management, necessary for a fair presentation
of the results for the interim period.
NOTE 3. INVENTORIES:
Consolidated inventories are comprised of:
July 3,
October 3,
1999
1998
Finished goods $1,416,357
$1,503,115
Work in process 139,945
139,945
Raw materials 423,164
423,164
$1,979,466
$2,066,224
NOTE 4. LONG-TERM OBLIGATIONS
At July 3, 1999 long-term obligations consisted of
the following:
LONG-TERM
CURRENT
Capital lease obligations for machinery,
payable in monthly installments through
2000, with imputed interest rate of
approximately 8.5% $ 60,676
$119,000
-7-
NOTE 5. INCOME TAXES:
The tax effects of the principal temporary differences
giving
rise to the net current and non-current deferred tax
assets are
as follows:
July 3,
October 3,
1999
1998
Deferred tax asset
Deferred compensation $ 220,400 $
220,400
Capital loss carryforward 164,600
0
Inventory valuation 69,200
68,600
Accrued salaries 9,300
9,300
Environmental matters 1,900
1,900
Bad debts 20,100
14,100
485,500
314,300
Capital loss carryforward 0
0
Depreciation 66,200
72,300
419,300
242,000
Less valuation allowance -164,000
- -
$254,700
$242,000
Management has established a valuation allowance against
deferred tax assets attributable to the capital loss
carryforward.
NOTE 6. ENVIRONMENTAL MATTER
The results of a site assessment at the Company's
headquarters in 1987 revealed that there may have been a
release or threat of release of oil or hazardous materials
and that an off-site source may be introducing the
contaminants. As required by law, the Company notified the
Massachusetts Department of Environmental Protection (DEP).
In 1995, the Company received a Tier 1 Transition
Classification and Permit Statement Cover Letter designating
the site as a Tier 1C Site under the Massachusetts
Contingency Plan. Those response actions culminated in the
filing of a Class "C" Response Action Outcome Statement with
the DEP in September 1998. Based upon the information
presently available, periodic monitoring is required, the
cost of which is not expected to be significant.
-8-
NOTE 7. EARNING PER SHARE:
The following data show the amounts used in computing
earnings per share
(EPS) from continuing operations and the effects on income
and the
weighted average number of shares of dilutive potential
common stock.
Nine Months ended
July 3, 1999
Income Common
Shares EPS
Basic EPS:
Income available to common
shareholders $324,075
2,130,255 $0.15
Dilutive effect of potential common
Stock:
Stock options -
15,821
Diluted EPS:
Income available to common
shareholders after assuming
exercise of dilutive securities $324,075
2,146,076 $0.15
Nine Months ended
June 30, 1998
Income Common
Shares EPS
Basic EPS:
Income available to common
shareholders $510,259
2,128,156 $0.24
Dilutive effect of potential common
Stock:
Stock options -
43,546
Diluted EPS:
Income available to common
shareholders after assuming
exercise of dilutive securities $510,259
2,171,702 $0.23
-9-
NOTE 7. EARNING PER SHARE: (continued)
Quarter ended July
3, 1999
Income Common
Shares EPS
Basic EPS:
Income available to common
shareholders $ 54,466
2,130,766 $0.03
Dilutive effect of potential common
Stock:
Stock options -
15,821
Diluted EPS:
Income available to common
shareholders after assuming
exercise of dilutive securities $ 54,466
2,146,587 $0.03
Quarter ended June
30, 1998
Income Common
Shares EPS
Basic EPS:
Income available to common
shareholders $148,608
2,129,198 $0.07
Dilutive effect of potential common
Stock:
Stock options -
17,737
Diluted EPS:
Income available to common
shareholders after assuming
exercise of dilutive securities $148,608
2,146,935 $0.07
-10-
NOTE 8. DISCONTINUED OPERATIONS:
On July 1, 1999 the Board of Directors of Goddard Valve
Corp. approved the sale of Webstone Company, Inc.
(Webstone), its wholly-owned subsidiary, to Michael E.
Reck, President of Webstone since 1996. The sale was
consummated on July 2, 1999. The selling price of
$1,789,324 was received in the form of $1,389,324 of
cash, $250,000 of preferred stock in the Webstone
Company, Inc., and a non-interest bearing loan of
$150,000 due within 90 days of closing. Webstone's
results are reported as a discontinued operation in the
consolidated Financial Statements for all periods
presented. The assets and liabilities of Webstone have
been reported in the Consolidated Balance Sheet as net
assets of discontinued operations and are included in
Other Assets.
Webstone's discontinued operations are presented as
follows:
Webstone Company, Inc.
Statements of Income
July 3, 1999 June 30,
1998
For The Three For the Nine For The Three
For The Nine
Months Ended Months Ended Months Ended
Months Ended
NET SALES $ 956,338 $3,017,982 $ 972,916
$2,826,166
COST OF SALES 651,044 2,022,990 551,406
1,916,139
GROSS PROFIT 305,294 994,992 421,510
910,027
SELLING AND ADMINISTRATIVE
EXPENSES 359,068 943,994 353,863
835,747
INCOME FROM
OPERATIONS -53,774 50,998 67,647
74,280
OTHER INCOME
(EXPENSE):
Interest expense -19 -2,075 -16,028
- -49,739
Other income, net -490 1,671 53
1,464
TOTAL OTHER
INCOME (EXPENSE) -509 -404 -15,975
- -48,275
INCOME (LOSS) BEFORE
INCOME TAXES
(BENEFIT) -54,283 50,594 51,672
26,005
PROVISION FOR (BENEFIT
FROM) INCOME
TAXES -21,700 20,300 20,000
10,000
NET INCOME (LOSS) $-32,583 $30,294 $31,672
$16,005
-11-
Webstone' Balance Sheet as of October 3, 1998 is summarized
as follows:
Webstone Company, Inc.
Balance Sheet
ASSETS
October 3,
1998
CURRENT ASSETS:
Cash and cash equivalents $
133,717
Accounts receivable, net of allowance
647,662
Inventories
1,344,543
Prepaid expenses and taxes
5,117
TOTAL CURRENT ASSETS
2,131,039
PROPERTY, PLANT AND EQUIPMENT, NET
58,726
OTHER ASSETS
10,869
TOTAL ASSETS
$2,200,633
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $
167,394
Accrued expenses
128,600
TOTAL CURRENT LIABILITIES
295,994
LONG-TERM DEBT, net of current maturities
238,000
SHAREHOLDERS' EQUITY
1,666,639
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY
$2,200,633
-12-
PART I - FINANCIAL INFORMATION
Item 2 - MANAGEMENT DISCUSSION AND ANALYSIS
During the quarter ended July 3, 1999, the Company sold
Webstone, one of its two operating divisions, to the former
President of that division for approximately $1,789,000, as
more fully described below. As a result, the Company has
three classes of income (loss) for reporting purposes for
the quarter: income from continuing operations; income from
discontinued operations (the sold Webstone division), and
loss on the sale of the Webstone division.
The decision by the Board of Directors to sell the Webstone
division followed a strategic analysis of Goddard's position
in both the plumbing supplies business, where it is a
relatively small competitor, and the cryogenic valve
business, where it is a market leader in the Western
Hemisphere. There is little synergy between these two
business sectors, and the decision to sell Webstone will
enable the Company to focus its financial and management
resources on the cryogenic valve industry.
The Board of Directors was also aware that Michael Reck,
President of the Webstone division since 1996, had expressed
interest in acquiring the Webstone business from the
Company. Because Michael Reck is the son of Saul I. Reck,
founder and Chairman of the Board of the Company, and the
brother of Joel Reck, Clerk and legal counsel to the
Company, the Board of Directors appointed a special
committee of the Board of Directors to conduct negotiations
with Michael E. Reck concerning the sale of the Webstone
business to him. The special committee consisted of Messrs.
Humphrey,, Knopp, and Wimmergren, the three outside
directors, and Mr. Salvatore J. Vinciguerra, the President
and Chief Executive Officer of the Company. Messrs. Saul
Reck and Joel Reck did not participate in discussions
concerning the transaction. In addition, because Joel Reck
is a member of the law firm of Brown Rudnick Freed & Gesmer
which normally acts as the Company's legal counsel, the
special committee retained separate legal counsel for the
purpose of negotiating the transaction with Michael Reck.
The special committee also retained the investment banking
firm of Fechtor Detwiler, Inc. to advise it on the
transaction. After several months of negotiations between
the Company and Michael Reck, the special committee reached
an agreement to sell the stock of the Webstone subsidiary to
him for a purchase price of $1,789,000 - $1,389,000 in cash
at closing, $150,000 in the form of a ninety day non-
interest-bearing loan, and $250,000 in preferred stock of
Webstone. Fechtor Detwiler, Inc. provided an opinion to the
Board of Directors that the transaction was fair to the
Company.
The sale of the Webstone subsidiary to Michael Reck was
completed July 2, 1999. At the time of the sale, the
Webstone subsidiary had a book value of $2,016,000. As a
result of the difference in value between book value and
purchase price, transactional cost associated with the sale,
and reserves taken, there was a loss on the sale of $409,000
or $.19 per share.
-13-
Results of Operations
Net sales from continuing operations for the quarter ended
July 3, 1999 were $1,109,000, with net income from
continuing operations of $54,000, or $.03 per share. This
compared with net sales of $1,329,000 and net income of
$149,000, or $.07 per share, from continuing operations for
the same quarter of fiscal 1998. Net sales from
discontinued operations for the quarter were $956,000, with
a net loss from discontinued operations of $33,000, or $.02
per share. This compared with net sales of $973,000 and net
income of $32,000, or $.01 per share, from discontinued
operations for the same quarter of fiscal 1998. The sale of
Webstone resulted in a book loss of $409,000, or $.19 per
share. As a result, consolidated net loss for the third
quarter of fiscal 1999 from continuing operations,
discontinued operations, and loss on the sale of Webstone
was $387,000, or $.18 per share, compared with net income of
$180,000, or $.08 per share, for the same quarter of fiscal
1998.
Net sales from continuing operations for the nine months
ended July 3, 1999 were $3,879,000, with net income from
continuing operations of $324,000, or $.15 per share. This
compared with net sales of $4,375,000 and net income of
$510,000, or $.24 per share, from continuing operations for
the same period of fiscal 1998. Net sales from discontinued
operations for the nine months ended July 3, 1999 were
$3,018,000, with net income from discontinued operations of
$30,000, or $.01 per share. This compared with net sales of
$2,826,000 and net income of $16,000, or $.01 per share,
from discontinued operations for the same period of fiscal
1998.
Consolidated net loss for the nine months ended July 3, 1999
from continuing operations, discontinued operations, and
loss on sale of Webstone was $55,000, or $.03 per share,
compared with new income from continuing operations and
discontinued operations of $526,000, or $.25 per share for
the same period last year. There were no extraordinary
gains or losses in the nine month period ending June 30,
1998.
Gross profit margins from continuing operations for the
third quarter of fiscal 1999 declined to 36.6% from 39% in
the corresponding quarter of fiscal 1998 because fixed
overhead did not decline in the same proportion as the
reduction in volume during the third quarter. Selling and
administration expenses from continuing operations increased
as a percentage of revenue from 21% in the third quarter of
fiscal 1998 to 27.2% in the third quarter of fiscal 1999,
reflecting slightly higher administrative costs at a lower
volume.
Gross profit margins from continuing operations for the
first nine months of fiscal 1999 declined slightly to 38.2%
from 39% in the corresponding period of fiscal 1998.
Selling and administrative expenses from continuing
operations increased as a percentage of revenue to 23.7%
during the first nine months of fiscal 1999, compared to
20.0% during the corresponding period of fiscal 1998. The
increase in selling and administrative expenses as a
percentage of revenues was due in part to the lower volume
and costs associated with the transition in the position of
President and Chief Executive Officer in the first quarter
of the fiscal year.
-14-
Result of Operation (continued)
The downward trend in orders received year-to-year from
cryogenic valve operations continued despite signs reported
in the last quarter that the decline in year to year orders
received had moderated. Orders received from cryogenic
valve operations in the quarter ended July 3, 1999 were
$938,000 compared with $1,479,000 in the same quarter last
year. For the nine months, orders received were $3,504,000,
compared with $4,537,000 last year. Two customers account
for virtually the entire year-to-year decline of $1,033,000.
Orders from our largest customer in the first nine months of
this year were $835,000 compared with $1,415,000 in the same
period last year, and orders from our second largest
customer were $395,000 compared with $820,000 in the same
period last year. Management believes that those reductions
are representative of reductions in spending by those
customers and the remainder of the industry, and do not
reflect losses in the Company's market share. Few new air
separation plants are being constructed anywhere in the
world at the moment, reflecting continued stagnation in new
plant and equipment spending in air separation plants in
Asia, coupled with extra capacity in the industry created
during the 1996-1997 expansion.
Liquidity And Capital Resources
Historically, the Company has funded operations through
earnings and bank borrowings. However, the sale of the
Webstone business has enhanced the Company's balance sheet
and provides it with additional liquidity. At July 3, 1999,
the Company had paid off all long term debt except equipment
leases of $179,000 and had approximately $1,380,000 in cash
and cash equivalents. The Company's $1,750,000 line of
credit with BankBoston has been temporarily discontinued
while the Company reviewed its capital requirements for the
restructured operations.
The Company believes that its working capital and cash
position, provide sufficient liquidity to handle the normal
working capital requirements of its business.
During the first nine months of fiscal 1999, operating
activities from continuing operations produced $584,000 of
cash. The major sources of cash were net income from
continuing operations and depreciation.
The Company received $888,000 in cash from discontinued
operations and invested approximately $98,000 in property
and equipment during the nine months ended July 3, 1999,
compared to $208,000 during the corresponding period of the
prior year. Historically, the Company has borrowed funds
for period of up to five years for the purchase of new
machinery and met the required amortization and interest
payments from its current working capital.
The Company's results of operations have not been materially
affected by seasonality.
-15-
Year 2000
Some computers, software, and other equipment include
programming code in which calendar year data is abbreviated
to only two digits. As a result of this design decision,
some of the systems do not properly recognize a year that
begins with "20" instead of "19". These problems are widely
expected to increase in frequency and severity as the year
2000 approaches, and are commonly referred to as the "Year
2000 problem".
In March 1999 the Company completed its assessment of the
ability of the computers, systems and electronic equipment
of the Valve division to process information involving the
Year 2000 and beyond accurately, and completed the necessary
corrective actions. The total cost for assessment and
correction of internal "Year 2000" problems for the Valve
division was approximately $50,000, which was paid out of
working capital and expensed currently. The Company's
discussions with its suppliers and customers of the Valve
division as to the possible impact of Year 2000 problems has
not disclosed any anticipated problems. Management believes
that a reasonable "worst case scenario" is that Year 2000
problems would cause delays in deliveries of production
material. Management has developed contingency plans to
address this worst case scenario.
-16-
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
(11) Statement Re: Computation of Per
Share Earnings. The information
set forth in Note 7 to the
Financial Statements found in PART
I hereof is hereby incorporated.
(27) Financial Data Schedule
(b) Form 8-K filed July 15, 1999 related to sale of
Webstone subsidiary.
-17-
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of
1934, the Registrant has duly caused the Report to be signed
on its
behalf by the undersigned thereunto duly authorized.
Dated as of August 17, 1999
GODDARD INDUSTRIES, INC.
By:/s/Salvatore J. Vinciguerra
--------------------------------
- ---
Salvatore J. Vinciguerra,
President