U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2002
Commission file number: 0-28154
SMLX TECHNOLOGIES, INC.
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(Exact name of small business issuer as specified in its Charter)
Colorado 84-1337509
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
855 SOUTH FEDERAL HIGHWAY, BOCA RATON, FL 33432
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(Address of principal executive offices, including zip code)
(561) 347-0761
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(Issuer's telephone number)
Indicate by check mark whether the Issuer (1) has 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 [ ]
There were 13,683,109 shares of the Registrant's Common Stock outstanding as of
June 30, 2002.
1
INDEX
Page No.
Part I: Financial Information
Item 1. Financial Statements:
Unaudited Consolidated Balance Sheets - as of
June 30, 2002 and June 30, 2001 ........................... 3-4
Unaudited Consolidated Statements of Operations, Three
Months Ended June 30, 2002 and June 30, 2001 ............. 5
Unaudited Consolidated Statement of Cash Flows, Three
Months Ended June 30, 2002 and June 30, 2001............... 6
Notes to Consolidated Financial Statements................. 7-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ........... 10-12
Part II: Other Information
Item 1. Legal Proceedings.................................... 13
Item 2. Change in Securities................................. 13
Item 3. Defaults Upon Senior Securities...................... 13
Item 4. Submission of Matters to a Vote
of Security Holders.................................. 13
Item 5. Other Information.................................... 13
Item 6. Exhibits and Reports on Form 8-K..................... 13
Signatures ............................................................ 14
2
PART I: FINANCIAL INFORMATION
ITEM I: FINANCIAL STATEMENTS
SMLX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
6/30/2002 6/30/2001
------------- -------------
ASSETS
CURRENT ASSETS
Cash $ 6,231 $ 32,082
Accounts Receivable (Net of allowance for
uncollectible accounts of $-0- AND $-0-
for 03/31/02 and 03/31/01, respectively) 7,896 8,528
Inventory 275,291 199,991
Inventory Valuation Allowance (146,580) -
Prepaid Expenses 21,213 26,502
------------- -------------
Total Current Assets 164,051 267,103
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Property, Plant and Equipment, at cost (Net of
accumulated depreciation and amortization of
$437,710 and $353,339 on 6/30/02 and
6/30/01, respectively) 235,912 317,283
OTHER ASSETS
Deposits 16,738 8,528
Other Intangible Assets, net -0- 1,890
Patents and Trademarks (Net of accumulated
amortization of $6,328 and $4,470 on 6/30/02
on 6/30/01, respectively) 154,896 129,949
Investment in Common Stock -0- 100,000
Other Assets - -
------------- -------------
Total Assets $ 571,597 $ 824,753
============= =============
The accompanying notes are an integral part of these
consolidated financial statements.
3
SMLX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
6/30/2002 6/30/2001
------------- -------------
LIABILITIES
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities $ 795,783 $ 628,227
Current Portion of Notes Payable 481,500 5,165
Customer Deposits -0- -0-
------------- -------------
Total Current Liabilities 1,277,283 633,392
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LONG-TERM DEBT
Notes Payable, Net of Current Portion 406,156 506,781
------------- -------------
STOCKHOLDERS' EQUITY
Common Stock (Par Value $.0001,
Authorized 100,000,000 Shares, Issued
and Outstanding 13,683,109 Shares on
6/30/02 and 12,004,648 on 6/30/01) 1,322 1,200
Preferred Stock (Par Value $.0001,
Authorized 10,000,000 Shares, No
Shares Issued and Outstanding) - -
Additional Paid-In Capital 2,463,209 2,450,470
Deficit Accumulated (3,576,373) (2,767,090)
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Total Stockholders' Equity (1,111,842) (315,420)
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Total Liabilities and Stockholders' Equity $ 571,597 $ 824,753
============= =============
The accompanying notes are an integral part of these consolidated financial
statements.
4
SMLX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
SIX MONTHS ENDED THREE MONTHS ENDED
6/30/2002 6/30/2001 6/30/2002 6/30/2001
OPERATING REVENUE
VECTOR TRANSDERMAL TECHNOLOGY $ -0- $ 450,000 $ -0- $ 225,000
VECTOR COSMECEUTICAL TECHNOLOGY -0- 75,000 -0- -0-
R3 SALES 205,900 - 134,900 -
AIRRBRATOR SALES 7,959 41,088 4,901 8,600
OTHER 43,084 84
------------- ------------- ------------- -------------
TOTAL OPERATING REVENUES 213,859 609,172 139,801 233,684
COST OF GOODS SOLD 125,835 100,921 72,828 28,315
------------- ------------- ------------- -------------
GROSS PROFIT 88,024 508,251 66,973 205,369
============= ============= ============= =============
OPERATING EXPENSES
LEGAL FEES 100,015 260,444 46,460 108,988
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 244,106 310,506 75,154 115,822
------------- ------------- ------------- -------------
TOTAL OPERATING EXPENSES 344,121 570,950 121,614 224,810
------------- ------------- ------------- -------------
OPERATING PROFIT (LOSS) (256,097) (62,699) (54,641) (19,441)
------------- ------------- ------------- -------------
OTHER INCOME - 6,100 - 6,100
DEPRECIATION/AMORTIZATION 46,940 57,610 23,470 29,607
INTEREST EXPENSE 22,480 15,355 13,375 7,720
------------- ------------- ------------- -------------
NET PROFIT (LOSS) $ (325,517) $ (129,564) $ (91,486) $ (50,668)
============= ============= ============= =============
NET (LOSS) PER SHARE (0.024) (0.011) (0.007) (0.004)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 13,683,109 12,004,648 13,683,109 12,004,648
The accompanying notes are an integral part of these consolidated financial
statements.
5
SMLX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
6/30/2002 6/30/2001
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net Profit (Loss) $ (325,517) $ (129,565)
Adjustment to Reconcile Net Loss to
Net Cash Provided By (Used in)
Operating Activities:
Depreciation and Amortization 46,940 57,610
Changes in Operating Assets and
Liabilities:
Accounts Receivable (7,552) (2,364)
Inventory (37,606) (49,899)
Deposits (10,127) 2,334
Accounts Payable and Accrued Liabilities 171,367 235,711
Customer Deposits (100,000) (16,100)
Prepaid Expenses and Organization
Expenses
(6,717) (10,198)
============= =============
Net Cash (Used In) Provided By Operating
Activities (269,212) 87,529
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CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Fixed Assets -0- (33,645)
Patent Costs (10,396) (120)
------------- -------------
Net Cash Provided By (Used In) Investing
Activities
(10,396) (33,765)
============= =============
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of Notes Payable (23,629) (30,481)
Proceeds from Notes Payable 301,500 -0-
------------- -------------
Net Cash Provided by (Used In)
Financing Activities 277,871 (30,481)
============= =============
Net Increase (Decrease) in Cash (1,737) 23,283
Cash - Beginning of Period 7,968 8,799
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Cash - End of Period $ 6,231 $ 32,082
============= =============
The accompanying notes are an integral part of these consolidated financial
statements.
6
SMLX TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of SMLX
Technologies, Inc. (the "Company") and its wholly-owned subsidiary, ARETHREE,
Inc., have been prepared in accordance with the instructions and requirements of
Form 10-QSB and, therefore, do not include all information and footnotes
necessary for a fair presentation of financial position, results of operations,
and cash flows in conformity with generally accepted accounting principles. In
the opinion of management, such financial statements reflect all adjustments
(consisting only of normal recurring accruals) necessary for a fair presentation
of the results of operations and financial position for the interim periods
presented. Operating results for the interim periods are not necessarily
indicative of the results that may be expected for the full year. These
financial statements should be read in conjunction with the Company's annual
report on Form 10-KSB filed on April 15, 2002.
NOTE 2 - BASIS OF PRESENTATION AND CONTINUED EXISTENCE
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. Since inception, the Company has
experienced significant losses and has been dependent upon loans from
stockholders and other third parties, as well as sale of stock, in order to fund
operations to date.
In April 2001, and on September 24, 2001, SMLX terminated its license agreements
with Vector Medical Technologies, Inc. pursuant to which SMLX had licensed to
Vector certain of SMLX proprietary technology for our cosmeceutical products,
and transdermal drug delivery, respectively.
The Company, through its subsidiary ARETHREE, entered into an exclusive
distribution agreement with an unrelated company, effective January 1, 2002,
granting exclusive rights to sell certain intradermal cosmetics in Japan, Korea,
Taiwan, Hong Kong, China, Philippines, Malaysia, Thailand, Indonesia, Singapore,
Australia and New Zealand. This agreement encompasses a period of seven years
commencing on January 1, 2002, subject to annual renewal thereafter, and
includes a minimum annual amount of products to be purchased by this unrelated
company stated in U.S. dollars. Purchase orders are to placed sufficiently in
advance for ARETHREE to meet the required delivery date.
The Company, through its subsidiary ARETHREE, entered into a secured revolving
demand note with a related party, Robertson & Partners, LLC, during January
2002, collateralized by all of the assets of ARETHREE. The total available
principal under this note is up to $1 million and accrues interest at 10% per
annum. Interest is payable monthly and the principal balance is payable on
demand. Cumulative borrowings through June 30, 2002 related to this note total
$301,500.
ARETHREE is in the process of offering a $1,000,000 Private Placement Debt
Offering at 12% interest, with Warrants attached, to purchase up to 5,000,000
shares of the Company's common stock for a period of three
7
years. The proceeds of this Offering will be used for ARETHREE working capital,
to pay off a fine and restitution to the U.S. Government and repay Robertson &
Partners LLC demand notes. Robertson & Partners LLC plans on purchasing at least
$100,000 worth of this Debt and Warrant Offering.
The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classifications of liabilities that may result from the possible inability
of the Company to continue as a going concern.
NOTE 3 - INVENTORY
Inventory, which consists of finished goods and raw materials, totals $128,711
as of June 30, 2002. Inventory reflects a valuation allowance of $146,580.
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following at June 30, 2002:
Leasehold Improvements $ 188,806
Office Furniture and Equipment 69,340
Lab Equipment 415,476
---------
Total Equipment 673,622
Less: Accumulated depreciation 437,710
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Total Property, Plant and Equipment $ 235,912
NOTE 5 - NOTES PAYABLE
Interest Expense for the period ended
June 30, 2002, amounted to: $ 22,480
NOTE 6 - REPORTABLE SEGMENTS
The company's operations are classified into two principal reportable segments,
SMLX Technologies and ARETHREE, Inc. SMLX's principal product and revenue is
from the airbrator technology. ARETHREE owns the cosmeceutical and transdermal
technologies. The following table presents summarized information by segment at
June 30, 2002 and for the six months then ended.
SMLX TECHNOLOGIES ARETHREE, INC. TOTAL
External Revenue 7,960 205,900 213,860
Gross Profit (39,382) 127,406 88,024
Depreciation Expense 46,940 -0- 46,940
Net Income (Loss) from continuing
operations (400,053) 74,536 (325,517)
Interest Expense 15,556 6,924 22,480
Fixed Assets net of Depreciation 235,912 -0- 235,912
Inventory net of Valuation Allowance 40,427 88,284 128,711
8
The operating results of ARETHREE are regularly reviewed by the Company's chief
operating officers to make decisions about ARETHREE's performance and the use of
resources. 100% of ARETHREE'S revenue was derived from a single customer.
NOTE 7 - INCOME TAXES
To date the Company has incurred tax operating losses and therefore has
generated no income tax liabilities. As of June 30, 2002, the Company has
generated net tax operating loss carry forwards of approximately ($3,082,000)
which are available to offset future taxable income, if any. These loss
carry-forwards expire beginning in 2010. As utilization of such an operating
loss for tax purposes is not assured, the deferred tax asset has been fully
reserved through the recording of 100% valuation allowance.
The components of the net deferred tax asset are as follows at June 30, 2002:
Deferred Tax Assets:
Net Operating Loss Carry forward 1,047,900
Valuation Allowance (1,047,900)
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- 0 -
NOTE 8 - LEGAL PROCEEDINGS
C&O Trading Corp. v. Analyte Diagnostics, Inc., SMLX Technologies of Florida,
Inc. f/k/a Simplex Medical Systems, Inc., Giant Export Management Corp.
(arbitration proceeding). The case was settled for $82,500 to be paid in monthly
installments of $6,875 per month. Through December 31, 2001, the Company paid
$20,625 under the settlement. The Company ceased making payments and under the
settlement a judgment in the amount of $138,743.68 plus interest was entered
against SMLX in favor of C&O. The $20,625 already paid to C&O and all
restitution amounts paid by the Company to the government and received by C&O in
connection with United States v. SMLX Technologies, Inc., detailed below, will
be credited to SMLX and will reduce the corresponding amount owed to C&O in
respect of this proceeding.
United States v. SMLX Technologies, Inc., Case No. 00-6328-Cr-Ferguson (Southern
District Court of Florida). During 2000, the government of the United States of
America filed a complaint concerning a former product of the Company, The
Simplex Rapid HIV Test Kit, and whether the Kits were manufactured in accordance
with good manufacturing practices and received FDA approval and clearances. The
Company, in cooperation with the government, agreed to enter a guilty plea to an
FDA violation in the
9
sale of the Kits. The Company was sentenced on April 30, 2001 to a fine of
$150,000 and restitution of $197,500 and a probationary period of 5 years. The
settlement requires monthly payments of $10,000 to the U.S. Clerk of Court
related to these amounts. The most recent payment to the U.S. Clerk of Court was
paid on September 25, 2001. The judgment states that the probation officer may
on the basis of the corporation's financial status, and with the Court approval,
adjust the schedule of payments to reduce or accelerate payments of restitution
and fines. Formal approval has been received to temporarily suspend the monthly
payments currently due under the agreement on a month-to-month basis as
determined by the Court. Additionally, the Company is required to obtain
permission from the probation officer to incur additional debt. During 2002, the
Company borrowed funds from a related party. Formal approval from the probation
officer is pending.
The amounts paid to C&O in connection with the case C&O Trading Corp. v. Analyte
Diagnostics, Inc., SMLX Technologies of Florida, Inc. f/k/a Simplex Medical
Systems, Inc., Giant Export Management Corp. (arbitration proceeding) as
discussed above, will offset restitution due to C&O.
Joseph P. D'Angelo, Americare Transtech, Inc., American Biologicals, Inc. v.
Henry B. Schur, Nicholas G. Levandoski, SMLX Technologies. Case No. 99-010263
(Circuit Court, Broward County). On September 10, 2001, after a trial of the
case, a final judgment was entered in favor of the Company, holding that the
Company owed nothing to the plaintiffs. Plaintiffs appealed the judgment, but
their appeal was dismissed by the appellate court on April 30, 2002.
John Faro v. Simplex Medical Systems, Inc., Nicholas Levandoski, Henry B. Schur,
John Trafton, Debra Ross. Case No. 98-19091 CA (04) (Circuit Court, Miami-Dade
County). A third amended complaint was filed, and an answer and affirmative
defense to the complaint was filed in response. Complaint alleges breach of
share transfer agreement for failure to timely transfer shares of Simplex,
securities fraud, breach of consulting agreement, civil theft (only against
Schur, Trafton, and Ross) and tortuous interference (only against Schur,
Trafton, and Ross).
Superior Wholesale Products, Inc. v. Simplex Medical Systems, Inc., Case No.
98-17352 CA (03) (Circuit Court, Miami-Dade County). The plaintiff filed a
complaint alleging breach of contract and interference with business
relationships, seeking $2.5 million in damages. The Company denies the
allegations of the complaint and filed a counter-claim for interference with
business relationships and for defamation. The Company intends to vigorously
defend against the action. The case is pending.
SMLX Technologies, Inc. v. H.E. Khundkar Khalid Ahmed Hossain, and Helvestar
S.A. Case No.00-01429 (09) (Circuit Court, Broward County). Suit by the Company
against the defendants for fraud, misrepresentation, and breach of fiduciary
duty based on defendant Hossain's representations as authorized agent of
Helvestar. The suit alleges that the defendants induced SMLX, through
misrepresentations, to enter into various agreements that constituted a joint
venture. The agreement outlined the formation and capitalization of BioStar,
S.A. for the purposes of commercializing, manufacturing, developing, marketing
and selling the Company's present and future technologies and products. BioStar
was to be funded by HelveStar who was to own sixty percent, with
10
the Company owning forty percent. Upon the execution of this agreement, the
Company granted HelveStar a stock option for 900,000 shares of the Company's
stock at an exercise price of $1.58 per share. Within 24 months of the execution
of this agreement, HelveStar had the right to purchase a total of 2,250,000
shares of the Company's stock. The purchase price of the shares on the date of
purchase was to have been equal to 50% of the closing price of the Company's
stock on the latest price trading date on which at least 5,000 shares were
traded. This right to purchase these 2,250,000 shares, in accordance with this
agreement expired during May 2001. The Company seeks damages and confirmation
that the joint venture is null and void. The defendant company has
counter-claimed alleging breach of fiduciary duty. On July 11, 2002, the trial
court entered an order striking the defendants' pleadings and the counterclaim
filed by Helvestar against SMLX for the defendants' numerous failures to respond
to discovery requests. A default final judgment was entered in favor of SMLX
small claims.
Levey, Airan, Brownstein, Shevin, Friedman, Roen & Kelso, LLP V. SMLX
Technologies, Inc. Case No. 00-23254 CA 09 (Circuit Court, Miami Dade County).
Suit by the plaintiff law firm for alleged unpaid legal fees of $221,249. The
Company denies the claim and has filed a counterclaim against the law firm. The
case is pending
Vector Medical Technologies, Inc. V. SMLX Technologies Inc., et al., Case No. CA
02-01381 AJ. The case was recently filed against the Company and the Company has
answered the complaint. In its complaint, Vector seeks specific performance, and
its claims include a claim for damages in excess of $3.6 million. Vector alleges
that the Company breached an exclusive license and purchase agreement. The
Company denies the allegations. The Company intends to vigorously defend the
suit and to assert claims for damages against Vector.
Reuben Hertz V. SMLX (arbitration proceeding) (served July 31, 2002). In his
demand for arbitration, Hertz claims SMLX breached an agreement signed in 1995
by improperly using trade secrets belonging to him. SMLX intends to vigorously
defend the case and, believes that Hertz claims are time-barred.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS.
This report on Form 10-QSB contains forward-looking statements that involve
a number of risks and uncertainties. While these statements represent the
Company's current judgment as to the future direction of the business, such
risks and uncertainties could cause actual results to differ materially from any
future performance suggested herein. Certain factors that could cause results to
differ materially from those projected in the forward-looking statements include
timing of orders and shipments, market acceptance of products, ability to
increase level of production, impact of government requisitions, availability of
capital to finance growth and general economic conditions.
The following should be read in conjunction with the attached Financial
Statements and Notes thereto of the Company.
11
RESULTS OF OPERATIONS FOR SIX MONTHS ENDED JUNE 30, 2002 VERSUS SIX MONTHS ENDED
JUNE 30, 2001
During the six months ended June 30, 2002, the Company had $213,859 in
revenue compared to $609,172 in revenue during the corresponding period in 2001.
The decrease in revenue resulted from the failure of Vector Medical to make
payments on the cosmeceutical license from April 2001 forward and the
transdermal license from September 2001 forward. The grace period expired on
September 24, 2001. This gave us a decrease in revenue of $395,313 for the six
months ending June 30, 2002.
Operating expenses for the six months ended June 30, 2002, were approximately
$226,829 less then the corresponding prior year period.
RESULTS OF OPERATIONS FOR THREE MONTHS ENDED JUNE 30, 2002 VERSUS THREE MONTHS
ENDED JUNE 30, 2001
During the three months ended June 30, 2002, the Company had $139,801 in
revenue compared to $233,684 in revenue during the corresponding period in 2001.
The decrease in revenue resulted from the failure of Vector Medical to make
payments on the cosmeceutical license from April 2001 forward and the
transdermal license from September 2001 forward. The grace period expired on
September 24, 2001. This gave us a decrease in revenue of $93,883 for the three
months ending June 30, 2002.
Operating expenses for the three months ended June 30, 2002, were approximately
$103,196 less then the corresponding prior year period.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2002, the Company had working capital of approximately
$(1,113,232) compared to approximately $(366,289) at June 30, 2001. The decrease
is primarily due to lower net income for the six months.
As of June 30, 2002, the Company had no material commitments for capital
expenditures.
12
PART II: OTHER INFORMATION
Item 1. Legal Proceedings:
Refer to Part I: Financial Information, Item 1:Financial Statements, Note
8: Legal Proceedings, pages 9 - 11.
Item 2. Changes in Securities:
Pursuant to Section 4(2) of the Securities Act of 1933, as amended, the
Company made the following non-public issuances of common stock:
(a) On June 14, 2002, the Company issued 459,615 shares of common stock to
the Company's President and Chairman, Mr. Kenneth H. Robertson, in lieu of
accrued but unpaid salary otherwise due to him from the Company for the year
2001. The price per share of such common stock was $0.10.
(b) On June 28, 2002, the Company issued an additional 470,000 shares of
common stock to Mr. Robertson in lieu of accrued but unpaid salary otherwise due
to him from the Company for the first six months of 2002. The price per share of
such common stock was $0.05.
(c) On June 14, 2002, the Company issued 378,846 shares of common stock to
the Company's Vice President and General Counsel, Mr. Gerald M. Wochna, in lieu
of accrued but unpaid salary otherwise due to him from the Company for the year
2001. The price per share of such common stock was $0.10.
(d) On June 28, 2002, the Company issued an additional 370,000 shares of
common stock to Mr. Wochna in lieu of accrued but unpaid salary otherwise due to
him from the Company for the first six months of 2002. The price per share of
such common stock was $0.05.
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) Reports on Form 8-K
On June 28, 2002, the Company filed a Current Report on Form 8-K announcing
certain recent developments with respect to its business and updating certain
risk factors related thereto.
(b) Exhibits: None.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
SMLX TECHNOLOGIES, INC.
Date: August 13, 2002 /s/ Kenneth H. Robertson
------------------------------------
Kenneth H. Robertson, President
Date: August 13, 2002 /s/ Joel Marcus
------------------------------------
Joel Marcus, Chief Financial Officer
14