SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 0-23048
LINCOLN SNACKS COMPANY
(exact name of registrant as specified in its charter)
Delaware 47-0758569
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
4 High Ridge Park, Stamford, Connecticut 06905
(Address of principal executive offices) (zip code)
(Registrant's telephone number, including area code) (203) 329-4545
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
The number of shares of the issuer's Common Stock, $.01 par value, outstanding
on April 30, 1997 was 6,331,790 shares.
LINCOLN SNACKS COMPANY
INDEX TO FORM 10-Q
PAGE
Part I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Balance Sheets as of March 31, 1997
and June 30, 1996 3-4
Statements of Operations for the
Three Months Ended March 31, 1997
and March 30, 1996 5
Statements of Operations for the
Nine Months Ended March 31, 1997
and March 30, 1996 6
Statements of Changes in Stockholders'
Equity for the Nine Months Ended
March 31, 1997 and March 30, 1996 7
Statements of Cash Flows for the
Nine Months Ended March 31, 1997
and March 30, 1996 8
Notes to Financial Statements 9-10
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 11-13
Part II. OTHER INFORMATION
Item 1-4. OTHER INFORMATION 14
Item 5. OTHER INFORMATION 14
Item 6. EXHIBITS AND REPORTS ON FORM 8-K 14
Signatures 15
LINCOLN SNACKS COMPANY
BALANCE SHEETS
ASSETS
AS OF MARCH 31, 1997 AND JUNE 30, 1996
March 31, June 30,
1997 1996
------------ ------------
ASSETS (Unaudited)
CURRENT ASSETS:
Cash $ 686,545 $ 58,538
Accounts receivable (net of allowance
for doubtful accounts and cash discounts
of $217,264 and $173,524 respectively) 2,279,491 2,693,875
Inventories 1,828,796 2,083,528
Prepaid and other current assets 42,298 90,336
------------ ------------
Total current assets 4,837,130 4,926,277
PROPERTY, PLANT AND EQUIPMENT:
Land 370,000 610,000
Building and leasehold improvements 1,567,106 1,555,985
Machinery and equipment 5,290,430 5,147,886
Furniture and fixtures 62,291 62,291
Construction in process 2,567 8,161
------------ ------------
7,292,394 7,384,323
Less: accumulated depreciation
and amortization (2,451,851) (1,975,357)
------------ ------------
4,840,543 5,408,966
INTANGIBLE AND OTHER ASSETS,
net of accumulated amortization of
$681,084 and $780,337 3,514,694 3,643,487
------------ ------------
TOTAL ASSETS $ 13,192,367 $ 13,978,730
============ ============
The accompanying notes to financial statements
are an integral part of these balance sheets.
LINCOLN SNACKS COMPANY
BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
AS OF MARCH 31, 1997 AND JUNE 30, 1996
March 31, June 30,
1997 1996
-------------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited)
CURRENT LIABILITIES:
Current portion of term loan $ 249,623 $ 800,004
Borrowings under revolving
line of credit 0 556,115
Accounts payable 1,371,034 1,830,054
Accrued trade promotions 763,944 860,180
Accrued expenses 963,278 1,116,664
------------ ------------
Total current liabilities 3,347,879 5,163,017
Term Loan Payable 0 309,322
Deferred gain (note 6) 115,784 0
------------ ------------
TOTAL LIABILITIES 3,463,663 5,472,339
------------ ------------
COMMITMENTS
STOCKHOLDERS' EQUITY:
Common stock, $0.01 par value,
20,000,000 shares authorized,
6,450,090 shares issued at
March 31, 1997 and June 30, 1996 64,501 64,501
Special stock, $0.01 par value, 300,000
shares authorized, none outstanding 0 0
Additional paid-in capital 18,010,637 18,010,637
Accumulated deficit (8,320,408) ( 9,542,721)
Less: cost of common stock in
treasury 118,300 shares (26,026) (26,026)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 9,728,704 8,506,391
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 13,192,367 $ 13,978,730
============ ============
The accompanying notes to financial statements
are an integral part of these balance sheets.
LINCOLN SNACKS COMPANY
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND MARCH 30, 1996
1997 1996
(Unaudited) (Unaudited)
------------ ------------
NET SALES $ 4,309,514 $ 4,266,652
COST OF SALES 3,396,964 3,240,675
------------ ------------
Gross profit 912,550 1,025,977
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 870,563 994,979
------------ ------------
Income from operations 41,987 30,998
OTHER:
Interest Expense 16,292 69,242
Other Income (1,554) 0
------------ ------------
Income (loss) before provision
for income taxes 27,249 (38,244)
PROVISION FOR INCOME TAXES 10,000 2,000
------------ ------------
Net income (loss) $ 17,249 $ (40,244)
============ ============
NET INCOME (LOSS) PER SHARE $ 0.003 $ (0.01)
============ ============
Weighted Average Number of
Shares Outstanding 6,331,790 6,331,790
============ ============
The accompanying notes to financial statements
are an integral part of these statements.
LINCOLN SNACKS COMPANY
STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31, 1997 AND MARCH 30, 1996
1997 1996
(Unaudited) (Unaudited)
------------ ------------
NET SALES $ 18,424,690 $ 18,579,534
COST OF SALES 12,658,925 13,186,000
------------ ------------
Gross profit 5,765,765 5,393,534
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 4,390,220 4,602,770
------------ ------------
Income from operations 1,375,545 790,764
OTHER:
Interest Expense 124,786 281,818
Other Income (1,554) 0
----------- -------------
Income before provision
for income taxes 1,252,313 508,946
PROVISION FOR INCOME TAXES 30,000 27,000
------------ ------------
Net income $ 1,222,313 $ 481,946
============ ============
NET INCOME PER SHARE $ 0.19 $ 0.08
============ ============
Weighted Average Number of
Shares Outstanding 6,331,790 6,335,757
============ ============
The accompanying notes to financial statements
are an integral part of these statements.
LINCOLN SNACKS COMPANY
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED MARCH 31, 1997 AND MARCH 30, 1996
(UNAUDITED)
Common Special Paid In Accumulated Treasury
Stock Stock Capital Deficit Stock
------- ------- ----------- ------------- ---------
June 30, 1995 $64,501 $0 $17,997,746 $(10,053,530) $(24,024)
Net income 481,946
Noel payment
under tax
agreement 12,891
Purchase of
9,100 shares
of Treasury (2,002)
------- ------- ----------- ------------ ---------
March 30, 1996 $64,501 $0 $18,010,637 $( 9,571,584) $(26,026)
======= ======= =========== ============ =========
June 30, 1996 $64,501 $0 $18,010,637 $( 9,542,721) $(26,026)
Net income 1,222,313
------- ------- ----------- ------------ --------
March 31, 1997 $64,501 $0 $18,010,637 $( 8,320,408) $(26,026)
======= ======= =========== ============ ========
The accompanying notes to financial statements
are an integral part of these statements.
LINCOLN SNACKS COMPANY
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 1997 AND MARCH 30, 1996
1997 1996
(Unaudited) (Unaudited)
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,222,313 $ 481,946
Adjustments to reconcile net income
to cash provided by operating
activities:
Depreciation and amortization 617,584 635,405
Allowance for doubtful accounts and
cash discounts, net 43,740 (78,051)
Changes in Assets and Liabilities:
(Increase) decrease in accounts
receivable 370,644 (1,460,422)
Decrease in inventories 254,732 327,294
Increase (decrease) in prepaid and
other current assets 35,741 (59,855)
Increase (decrease) in accounts
payable and accrued expenses (722,076) 754,078
------------ ------------
Net cash provided by operating
activities 1,822,678 600,395
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (148,071) (101,232)
Proceeds from sale of land 369,218 0
------------ ------------
Net cash provided by (used in)
investing activities 221,147 (101,232)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (repayments) under
revolver, net (556,115) 62,897
Repayments under term loan (859,703) (600,003)
Noel payment under tax agreement 0 12,891
Repurchase of treasury shares 0 (2,002)
------------ ------------
Net cash used in financing activities (1,415,818) (526,217)
------------ ------------
Net increase (decrease) in cash 628,007 (27,054)
CASH, beginning of period 58,538 80,212
------------ ------------
CASH, end of period $ 686,545 $ 53,158
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 114,941 $ 245,535
============ ============
Income taxes paid $ 17,751 $ 16,860
============ ============
LINCOLN SNACKS COMPANY
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997
(Unaudited)
(1) The Company:
Lincoln Snacks Company ("Lincoln" or the "Company"), formerly Lincoln
Foods Inc., is a Delaware corporation and is a majority-owned subsidiary
of Noel Group, Inc. (the "Parent"). Lincoln is engaged in the
manufacture and marketing of caramelized pre-popped popcorn and glazed
popcorn/nut mixes. Sales of the Company's products are subject to
seasonal trends with a significant portion of sales occurring in the
last four months of the calendar year.
(2) Basis of Presentation:
The balance sheet as of March 31, 1997, and the related statements of
operations for the three and nine months ended March 31, 1997 and March
30, 1996, changes in stockholders' equity and cash flows for the nine
months ended March 31, 1997 and March 30, 1996, have been prepared by
the Company without audit. In the opinion of management, all
adjustments necessary to present fairly the financial position, results
of operations and cash flows at March 31, 1997 and March 30, 1996 have
been made. During the interim periods reported on, the accounting
policies followed are in conformity with generally accepted accounting
principles and are consistent with those applied for annual periods and
described in the Company's Annual Report on Form 10-K for the twelve
months ended June 30, 1996 filed with the Securities and Exchange
Commission on September 24, 1996 (the "Annual Report").
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. It is suggested that these
financial statements be read in conjunction with the financial
statements included in the Annual Report. The results of operations for
the nine months ending March 31, 1997 and March 30, 1996 are not
necessarily indicative of the operating results for the full year.
(3) Credit Facility:
The Company has a revolving credit and term loan facility, as amended,
which provides for up to $5.9 million in revolver borrowings and a $1.9
million term loan (no amount was outstanding under the revolver and $.2
million was outstanding under the term loan, as of March 31, 1997).
This facility is collateralized by substantially all of the Company's
assets.
(4) Inventory:
Inventory consists of the following:
March 31, June 30,
1997 1996
------------- ------------
Raw materials and supplies $ 1,338,226 $ 1,616,673
Finished goods 490,570 466,855
------------- ------------
$ 1,828,796 $ 2,083,528
============= ============
(5) Significant Customer:
On June 6, 1995, the Company entered into an exclusive distribution
agreement (the "Distribution Agreement") with Planters Company, a
division of Nabisco, Inc. ("Planters"), commencing on July 17, 1995, for
the sale and distribution of Fiddle Faddle and Screaming Yellow Zonkers
(the "Products"). The Distribution Agreement requires Planters to
purchase a minimum number of equivalent cases during each year of the
initial term.
On February 28, 1997, the Company and Planters amended the Distribution
Agreement ("Amendment") extending the term of the Distribution Agreement
for an additional six month period expiring on December 31, 1997. The
initial term of the Distribution Agreement would have expired on June
30, 1997.
The Amendment requires Planters to pay for the original contract
minimums for the twelve month period ended June 30, 1997 and requires
new minimums for the six month period ended December 31, 1997 (six month
minimums). Planters has agreed to purchase 87% of the original contract
minimums and to compensate the Company in the event that Planters fails
to purchase the remaining 13% of the original contract minimums by June
30, 1997. Planters has agreed to compensate the Company in the event
that Planters fails to purchase the six month minimums by December 31,
1997. The Amendment also requires Planters to compensate the Company in
the event that certain sales levels are not achieved during the calendar
year ending December 31, 1997.
The Amendment, among other things, eliminates Planters right to
terminate the contract in the event of a change of control, Planters
right of first refusal on Poppycock granted in the original contract,
and allows Lincoln to enter into co-pack arrangements relating to
ready-to-eat popcorn. Under the Amendment, Lincoln will resume sales and
distribution of Screaming Yellow Zonkers on May 1, 1997, one of the two
products that Planters has distributed since the original agreement took
effect.
Although the Amendment contains provisions designed to effect a smooth
transfer of the distribution business back to the Company, there can be
no assurance as to the long term effects of the transition.
The Company's sales to Planters for the nine month period ended March 31,
1997 increased over the same period ended March 30, 1996 due to the
increase in the minimum number of equivalent cases required to be
purchased as part of the Distribution Agreement in fiscal 1997. Sales
to Planters represented 68% and 64% of net sales for the three months
ended March 31, 1997 and 1996, respectively; 47% and 40% of net sales
for the nine months period ended March 31, 1997 and March 30, 1996,
respectively.
(6) Sale of Land:
In October 1996, the Company sold land adjacent to its manufacturing
facility in Lincoln, Nebraska. At the same time, the Company entered
into a ten year lease agreement for 50,000 square feet of a new
warehouse to be constructed on the land. The proceeds from the sale, of
$369,218, were used to pay down the Company's term loan. The sale
resulted in a net gain of $129,218 which has been deferred, and will be
recognized as income over the ten year lease term.
LINCOLN SNACKS COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Unaudited)
Results of Operations:
Introduction
The Company's net sales are subject to significant seasonal variation,
consequently, results from operations will fluctuate due to these trends. The
Company's business is seasonal due to customers' buying patterns of Poppycock
during the traditional holiday season. As a result, third and fourth calendar
quarter sales account for a significant portion of the Company's annual sales.
On June 6, 1995, the Company entered into an exclusive distribution
agreement ("the Distribution Agreement") with Planters Company, a division of
Nabisco, Inc. ("Planters"), commencing on July 17, 1995, for the sale and
distribution of Fiddle Faddle and Screaming Yellow Zonkers (the "Products").
The Distribution Agreement requires Planters to purchase a minimum number of
equivalent cases during each year of the initial term.
On February 28, 1997, the Company and Planters amended the Distribution
Agreement ("Amendment") extending the term of the Distribution Agreement for
an additional six month period expiring on December 31, 1997. The initial term
of the Distribution Agreement would have expired on June 30, 1997.
The Amendment requires Planters to pay for the original contract minimums
for the twelve month period ended June 30, 1997 and requires new minimums for
the six month period ended December 31, 1997 (six month minimums). Planters
has agreed to purchase 87% of the original contract minimums and to compensate
the Company in the event that Planters fails to purchase the remaining 13% of
the original contract minimums by June 30, 1997. Planters has agreed to
compensate the Company in the event that Planters fails to purchase the six
month minimums by December 31, 1997. The Amendment also requires Planters to
compensate the Company in the event that certain sales levels are not achieved
during the calendar year ending December 31, 1997.
The Amendment, among other things, eliminates Planters right to terminate
the contract in the event of a change of control, Planters right of first
refusal on Poppycock granted in the original contract, and allows Lincoln to
enter into co-pack arrangements relating to ready-to-eat popcorn. Under the
Amendment, Lincoln will resume sales and distribution of Screaming Yellow
Zonkers on May 1, 1997, one of the two products that Planters has distributed
since the original agreement took effect.
Although the Amendment contains provisions designed to effect a smooth
transfer of the distribution business back to the Company, there can be no
assurance as to the long term effects of the transition.
The Company's sales to Planters for the nine month period ended March 31,
1997 increased over the same period in 1996 due to the increase in the minimum
number of equivalent cases required to be purchased as part of the Distribution
Agreement in fiscal 1997. Sales to Planters for the nine months period ended
March 31, 1997 and March 30, 1996 represented 70% and 73%, respectively, of the
minimum number of equivalent cases required to be purchased annually as part
of the Distribution Agreement.
Three months ended March 31, 1997 versus March 30, 1996
Net sales of $4.31 million for the quarter ended March 31, 1997 were
essentially equal to sales of $4.27 million in the corresponding period of
1996. Sales to Planters increased while Lincoln's other branded product and
other sales were essentially equal to a year ago. Sales to Planters
represented 68% and 64% of net sales for the quarter ended March 31, 1997 and
1996, respectively.
Gross profit decreased $.11 million to $.91 million for the quarter ended
March 31, 1997 versus $1.03 million in the corresponding period of 1996. The
decrease in gross profit is due to the mix of products sold.
Selling, general and administrative expenses decreased 13% or $.12
million to $.87 million for the quarter ended March 31, 1997 versus the same
period in 1996 of $.99 million. The decrease is attributable to lower variable
selling expenses relating to the mix of products sold.
The decrease in selling, general, administrative and interest expense
resulted in an increase in net income of $.06 million to $.02 million for the
quarter ended March 31, 1997 versus a loss of $.04 million in the corresponding
period in 1996.
Nine months ended March 31, 1997 versus March 30, 1996
Net sales remained essentially equal to a year ago of $18.42 million for
the nine months ended March 31, 1997 versus $18.58 million in the corresponding
period of 1996. Sales to Planters and of Lincoln's other branded product
increased for the nine months period ended March 31, 1997 versus the same
period in 1996. Such increases were offset by declines in Nut Division sales.
Sales to Planters represented 47% and 40% of net sales for the nine months
ended March 31, 1997 and March 30, 1996, respectively.
Gross profit increased $.37 million to $5.77 million for the nine months
ended March 31, 1997 versus $5.39 million in the corresponding period of 1996.
The gross profit increase is the result of increased sales to Planters and of
Lincoln's other branded product and increased manufacturing efficiencies.
These increases were partially offset by a decrease in Nut Division gross
profits resulting from declines in sales.
Selling, general and administrative expenses decreased $.21 million to
$4.39 million for the nine months ended March 31, 1997 versus $4.60 million in
the corresponding period in 1996. The decrease is attributable to lower
variable selling expense relating to the mix of products coupled with a
reduction in headcount.
The increase in gross profit and the decrease in interest expense,
resulted in an increase in net income of $.74 million to $1.22 million for the
nine months ended March 31, 1997 versus $.48 million in the corresponding
period in 1996.
Liquidity and Capital Resources
As of March 31, 1997, the Company had working capital of $1.49 million
compared to a working capital deficit of $.24 million at June 30, 1996 (the
Company's fiscal year end), an increase in working capital of $1.73 million.
The increase in working capital is primarily attributable to the Company's net
income of $1.22 million for the nine months ended March 31, 1997.
The Company currently meets its short-term liquidity needs from its
revolving credit facility, which facility is secured by a first priority,
perfected security interest in substantially all of the Company's existing and
after-acquired assets. The Company presently believes that this facility is
adequate to meet its needs for the next twelve months.
Management continues to focus on increasing product distribution and
continues to review all operating costs with the objective of increasing
profitability and ensuring future liquidity. However, there can be no
assurance that any of these objectives will be achieved. The execution of the
Distribution Agreement and its Amendment is intended to be consistent with
management's objectives. Although the Amendment contains provisions designed
to effect a smooth transfer of the distribution business back to the Company,
there can be no assurance as to the long term effects of the transition.
The Company's short term liquidity is affected by seasonal increases in
inventory and accounts receivable levels, payment terms in excess of 60 days
granted in some situations during certain months of the year, and seasonality
of sales. Inventory and accounts receivable levels increase substantially
during the latter part of the third calendar quarter and during the remainder
of the calendar year.
The following chart represents the net funds provided by or used in
operating, financing and investment activities for each period as indicated.
Nine Months Ended
------------------------
March 31, March 30,
1997 1996
--------- ----------
(in thousands)
Net cash provided by operating
activities $ 1,823 $ 600
Net cash provided by (used in)
investing activities 221 (101)
Net cash used in financing activities (1,416) (526)
Net cash provided by operating activities increased to $1.8 million
during the nine months ended March 31, 1997 compared to $.6 million in 1996.
The increase is primarily due to the increase in net income coupled with an
increase in cash provided by account receivable balances due to the timing of
Planters receipts which was partially offset by decreases in cash due to the
timing of payments of account payables and accrued expenses.
Net cash provided by investing activities increased to $.22 million
during the nine months ended March 31, 1997 compared to use of cash of $.10
million for the nine months ended March 30, 1996. Net cash used by investing
activities as of March 31, 1997 of $.22 million represents proceeds from the
sale of land and is offset by capital expenditures. Net cash used by investing
activities as of March 30, 1996 of $.10 million represents capital
expenditures.
Net cash used in financing activities was $1.4 million for the nine
months ended March 31, 1997, which consisted of repayments of revolver
borrowings under the Company's credit agreement of $.56 million and term loan
repayments of $.86 million. The proceeds of $.37 million from the sale of land
were used to pay down the term loan and revolver. Net cash used by financing
activities for the period ended March 30, 1996 was $.53 million, which
primarily consisted of revolver payments under the Company's credit agreement
of $.06 million and by term loan repayments of $.60 million.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings Not Applicable
Item 2. Changes in Securities Not Applicable
Item 3. Defaults Upon Senior Securities Not Applicable
Item 4. Submission of Matters
to a Vote of Security Holders Not Applicable
Item 5. Other Information Not Applicable
Item 6. Exhibits and Reports on Form 8-K
a Exhibits
(2) Not Applicable
(3) Articles of Incorporation and By-Laws
(a) Certificate of Incorporation, as amended and as
currently in effect (Incorporated by reference
to Exhibit 3(A), filed by the Company with the
Registration Statement on Form S-1 (33-71432)).
(b) By-Laws as currently in effect (Incorporated by
reference to Exhibit 3(B) filed by the Company
with the Registration Statement on Form S-1
(33-71432)).
(4) Not Applicable
(10) (a) Amendment to the Distribution Agreement dated
February 28, 1997 between Lincoln Snacks Company
and Planters relating to extension of the
Distribution Agreement until December 31, 1997.
(11) Statement regarding computation of per share earnings
is not required because the relevant computation can
be determined from the material contained in the
Financial Statements included herein.
(15) Not Applicable
(18) Not Applicable
(19) Not Applicable
(22) Not Applicable
(23) Not Applicable
(24) Not Applicable
(27) Financial Data Schedule
(99) Not Applicable
b Reports on Form 8-K Not Applicable
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
May 5, 1997 Lincoln Snacks Company
(Registrant)
By: /s/Karen Brenner
Name: Karen Brenner
Title: Chairman of the Board and
Chief Executive Officer; Director
(Principal Executive Officer)
By: /s/Kristine A. Crabs
Name: Kristine A. Crabs
Title: Vice President and Chief Financial
Officer, Secretary and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)