UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 1999 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 0-29048 ACCENT COLOR SCIENCES, INC. (Exact name of registrant as specified in its charter) Connecticut 06-1380314 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 800 Connecticut Boulevard, East Hartford, Connecticut 06108 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (860) 610-4000 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 outstanding of the registrant's common stock as of April 30, 1999 was 14,693,434. ACCENT COLOR SCIENCES, INC. FORM 10-Q For The Quarterly Period Ended March 31, 1999 INDEX Part I. Financial Information Item 1. Financial Statements 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Part II. Other Information Item 1. Legal Proceedings 13 Item 2. Changes in Securities and Use of Proceeds 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 ACCENT COLOR SCIENCES, INC. CONDENSED BALANCE SHEETS March 31, December 31, 1999 1998 (unaudited) Assets Current assets: Cash and cash equivalents $ 918,369 $ 1,048,425 Accounts receivable 849,328 1,321,782 Inventories (Note 3) 2,660,489 2,269,016 Prepaid expenses and other assets 209,677 216,564 Total current assets 4,637,863 4,855,787 Fixed assets, net 1,852,161 1,933,043 Other assets, net 71,378 71,575 Total assets $ 6,561,402 $ 6,860,405 Liabilities and Shareholders' Equity Current liabilities: Obligations under capital leases $ 64,231 $ 64,014 Accounts payable 1,856,391 961,626 Accrued expenses 792,572 588,966 Customer advances and deposits 260,000 - Deferred revenue 595,000 595,000 Total current liabilities 3,568,194 2,209,606 Obligation under capital leases 5,737 23,116 Long-term debt, net of discount 2,268,644 2,235,593 (Note 5) Other long-term liabilities 590,927 601,759 Total non-current liabilities 2,865,308 2,860,468 Shareholders' equity: Preferred stock, no par value, 500,000 shares authorized, 2,735 and 3,500 shares issued and outstanding (Note 4) 2,383,116 3,049,691 Common stock, no par value, 35,000,000 shares authorized, 14,614,314 and 12,841,881 shares issued and outstanding 47,022,179 46,355,604 Accumulated deficit (49,277,395) (47,614,964) Total shareholders'equity 127,900 1,790,331 Total liabilities and shareholders' equity $ 6,561,402 $ 6,860,405 The accompanying notes are an integral part of these financial statements. ACCENT COLOR SCIENCES, INC. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) Three months ended March 31, 1999 1998 Revenue (Note 2) $ 2,249,498 $ 916,733 Costs and expenses: Costs of production 2,144,306 1,628,047 Research and development 951,830 1,478,947 Marketing, general and administrative 723,241 909,342 3,819,377 4,016,336 Other (income) expense: Interest expense 97,814 7,783 Interest income (5,262) (32,014) 92,552 (24,231) Net loss (1,662,431) (3,075,372) Imputed dividend on preferred stock (Note 4) - (920,000) Net loss applicable to common stock $(1,662,431) $(3,995,372) Net loss (basic & diluted) per common share $ (.12) $ (.33) Weighted average common shares Outstanding 13,759,120 11,993,188 The accompanying notes are an integral part of these financial statements. ACCENT COLOR SCIENCES, INC. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Three months ended March 31, 1999 1998 Cash flows from operating activities: Net loss before imputed dividend $(1,662,431) $(3,075,372) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 305,963 288,321 (Gain) loss on disposal of fixed assets (300) 13,453 Changes in assets and liabilities: Accounts receivable 472,454 (183,218) Inventories (391,473) (572,976) Prepaid expenses and other assets 6,887 47,512 Accounts payable and accrued expenses 1,098,371 167,122 Customer advances and deposits 260,000 (47,280) Deferred revenue - 102,800 Other long-term liabilities (10,832) 49,357 Net cash provided by (used in) operating activities 78,639 (3,210,281) Cash flows from investing activities: Purchases of fixed assets (191,533) (9,982) Net cash used in investing activities (191,533) (9,982) Cash flows from financing activities: Payment of capital lease obligations (17,162) (15,747) Proceeds from exercise of options & warrants - 44,625 Net proceeds from issuance of preferred stock through offerings and conversion of debt - 3,921,038 Net cash provided by (used in) financing activities (17,162) 3,949,916 Net increase (decrease) in cash and cash equivalents (130,056) 729,653 Cash and cash equivalents at beginning of period 1,048,425 4,005,563 Cash and cash equivalents at end of period $ 918,369 $ 4,753,216 The accompanying notes are an integral part of these financial statements. ACCENT COLOR SCIENCES, INC. CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY Common Stock Preferred Stock Accumulated Shares Amount Shares Amount Deficit Total December 31, 1997 11,989,855 $45,114,633 - $ - $(37,845,111) $ 7,269,522 Proceeds from sale - - 4,500 3,921,037 - 3,921,037 Exercise of options 37,500 44,625 - - - 44,625 Conversion of Series B Preferred Stock 814,526 871,346 (1,000) (871,346) - - Warrants issued with debt - 325,000 - - - 325,000 Net loss before imputed dividend - - - - (9,769,853) (9,769,853) December 31, 1998 12,841,881 46,355,604 3,500 3,049,691 (47,614,964) 1,790,331 Conversion of Series B Preferred Stock 1,772,433 666,575 (765) (666,575) - - Net loss - - - - (1,662,431) (1,662,431) March 31, 1999 14,614,314 $47,022,179 2,735 $ 2,383,116 $(49,277,395) $ 127,900 (unaudited) The accompanying notes are an integral part of these financial statements. ACCENT COLOR SCIENCES, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS 1. Interim Condensed Financial Statements In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly its financial position as of March 31, 1999 and the results of operations and cash flows for the three months ended March 31, 1999 and 1998. The December 31, 1998 balance sheet has been derived from the Company's audited financial statements at that date. These interim condensed financial statements should be read in conjunction with Management's Discussion and Analysis and financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. The results of operations for the three months ended March 31, 1999 are not necessarily indicative of the results to be expected for the full year. 2. Summary of Significant Accounting Policies Significant accounting policies followed in the preparation of these financial statements are as follows: Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition Revenue is generally recognized upon product shipment. The Company has established warranty policies that, under specific conditions, enable customers to return products. The Company provides reserves for potential returns and allowances and warranty costs at the time of revenue recognition. Prior to October 1, 1998, the Company did not have adequate information and experience to estimate potential returns, allowances and warranty costs, and accordingly, revenue resulting from Truecolor Systems was deferred until the end of the warranty period. During the fourth quarter of 1998, the Company concluded that it had adequate warranty information and experience to begin recognizing revenue upon the shipment of systems to its primary OEM customer. The Company will continue to defer revenue on shipments to its second OEM customer until systems are in production and are past the warranty period or until the Company has adequate warranty history with that product. 3. Inventories Inventories consist of the following: March 31, December 31, 1999 1998 Raw materials and components $ 1,541,274 $ 1,185,529 Work-in-process 329,980 299,271 Finished goods 789,235 784,216 $ 2,660,489 $ 2,269,016 4. Shareholders' Equity In December 1997, the Company's Board of Directors designated a series of 4,500 shares of the Company's previously authorized preferred stock, no par value per share, to be designated as the Series B Convertible Preferred Stock ("Series B Stock"). On January 13, 1998 the Company completed a private equity financing providing net proceeds to the Company of $3.9 million. In connection with the financing, the Company issued 4,500 shares of Series B Stock at a price of $1,000 per share and warrants to purchase the Company's common stock. The warrants issued are exercisable into 300,000 shares of common stock with an exercise price of $2.75 and an expiration date of January 9, 2003. Additionally, warrants exercisable into 115,385 shares of common stock with an exercise price of $2.50 and an expiration date of January 9, 2003 were issued to the placement agent for services provided. In connection with the sale of the units, the Company agreed to register the common stock issuable upon the conversion of the Series B Stock and the execution of the warrants. The Series B Stock, no par value per share, is convertible into such number of shares of common stock as is determined by dividing the stated value ($1,000) of each share of Series B Stock (as such value is increased by an annual premium of 6%) by the then current conversion price of the Series B Stock (which is determined, generally, by reference to 85% of the average of the closing market price of the common stock during the five consecutive trading days immediately preceding the date of determination) subject to certain restrictions and adjustments. The Series B Stock has voting rights as defined in the Company's Certificate of Incorporation, bears no dividends and ranks senior to the Company's common stock and Series A Preferred Stock. In the event of any voluntary or involuntary liquidation of the Company, the Series B holders shall be entitled to a liquidation preference equal to the stated value of the stock plus the accrued premium through the date of final distribution. Upon occurrence of specific events, as defined in the agreement, the holder may redeem the Series B Stock for cash or shares at the option of the Company. The Company also has optional redemption rights. The Company initially reserved 6,300,000 shares of common stock for issuance pursuant to the conversion of the Series B Stock. This number of shares represented an estimate based on 200% of the number of common shares that would have been issuable upon conversion with an exercise price of $1.875 per share (4,800,000) plus 1,500,000 shares issuable under the terms of the Certificate of Designation in the event of certain failures by the Company to comply with various provisions thereof, including maintaining its common stock listing on the NASDAQ Stock Market. In addition, 415,385 shares of common stock, subject to adjustments in accordance with the terms of each warrant, were reserved for issuance pursuant to the exercise of the warrants described above. On August 10, 1998 and March 22, 1999, pursuant to the terms of the Certificate of Designation and approval by the Board of Directors, the Company increased the number of reserved shares of common stock for issuance upon the conversion of the Series B Stock by 2,567,652 and 3,833,699 shares, respectively. This was done because the reserved amount had fallen below 135% of the number of shares of common stock issuable upon conversion of the then outstanding shares of Series B Stock. As of March 31, 1999, there were 10,114,392 shares of common stock reserved for issuance pursuant to the conversion of the remaining 2,735 shares of Series B Stock issued and outstanding. The actual number of shares issuable upon conversion could be materially less or more than this number depending on factors that cannot be predicted by the Company. The number of shares issuable upon conversion is dependent on the market price of the common stock at the time of the conversion. As of March 31, 1999, 1,765 shares of Series B Stock had been converted into 2,586,959 shares of common stock at an average conversion price of $.79 per share. The Company's common stock was delisted from the NASDAQ Stock Market effective March 17, 1999 as the Company was not in compliance with NASDAQ's minimum bid price and net tangible asset level. Consequently, each holder of the Company's Series B Convertible Preferred Stock has the right, beginning March 31, 1999, to require the Company to redeem such holder's shares of Series B Preferred Stock, in cash or, at the Company's option, in common stock, at a redemption price specified in the Company's Certificate of Incorporation. The Company is not aware that any such holder intends to require such redemption, but cannot predict what eachholder may elect to require. In the event a holder of Series B Preferred Stock were to demand redemption at a time when the Company's resources are insufficient to redeem such holder's shares, the rights of such holder would include the right to receive interest at the annual rate of 24% on the defaulted payment amount. 5. Subsequent Event On April 30, 1999, in an effort to retain key personnel, the Board of Directors approved an increase in the number of shares of common stock available under the Company's 1995 Stock Incentive Plan from 2,000,000 shares to 4,000,000 shares and the issuance of options respecting 1,942,500 shares under the Plan to active employees and directors of Accent Color Sciences at an exercise price of $.22 per share, the fair market value as of that date. This amendment is, and indirectly substantially all of such options are, subject to shareholder approval in accordance with the terms of the Plan. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Quarter Ended March 31, 1999 compared to Quarter Ended March 31, 1998. Total Net Sales. The Company currently sells its Truecolor system with a 90-day warranty, which starts when the printer is installed at the end-user customer site. Prior to the quarter ended December 31, 1998, the Company deferred revenue on printer shipments until the end of the 90-day warranty period. During the quarter ended December 31, 1998, the Company, in accordance with its revenue recognition policy on printer sales, concluded that it had adequate warranty experience to begin recognizing revenue upon shipment of printers to its primary OEM customer. The Company will continue to defer revenue on shipments to its second OEM customer until systems are in production and are past the warranty period or until the Company has adequate warranty history with that customer. As of March 31, 1999 the Company had deferred revenue of $595,000 related to Truecolor Systems shipped. Total net sales were $2,249,000 for the three months ended March 31, 1999 compared to $917,000 for the three months ended March 31, 1998. Printer sales represented 80% of total net sales for the three months ended March 31, 1999 while sales of consumables and spare parts represented 20%. Printers. Printer sales were $1,809,000 for the three months ended March 31, 1999 compared to $493,000 for the three months ended March 31, 1998. In the first quarter of 1998, revenue from printer shipments was deferred until the end of the warranty period, which resulted in revenue recognition on a total of 5 printers. Sales for the first three months of 1999 reflected the shipment of 14 new systems and 1 system upgrade. As of March 31, 1999, the Company's backlog consisted of 41 systems, 2 system upgrades and consumables totaling $5,339,000. Consumables and Spare Parts Sales. Consumables and spare parts sales were $440,000 for the three months ended March 31, 1999 compared to $424,000 for the three months ended March 31, 1998. Costs of Production. Costs of production increased 32% from $1,628,000 for the three months ended March 31, 1998 to $2,144,000 for the three months ended March 31, 1999. This increase was attributed to the cost of goods sold related to the increased sales of printers totaling $1,069,000 and was offset by a decrease in the cost of goods sold for consumables and spares totaling $50,000, reduced payroll costs of $386,000 and reductions in other production related costs totaling $64,000. Research and Development Expenses. Research and development expenses primarily consist of the cost of personnel and equipment needed to conduct the Company's research and development efforts, including manufacturing prototype systems. Research and development expenses decreased 36% from $1,479,000 for the three months ended March 31, 1998 to $952,000 for the three months ended March 31, 1999 as the Company directed its efforts toward production and market development with less significant emphasis on research and development. The decrease in research and development was primarily attributed to three major factors: (i) a reduction in payroll and related costs due to the reduction in personnel, (ii) a reduction in design and development costs paid to Spectra associated with the development of ink jet printheads for the enhanced wide-head version of the Truecolor Model HC2 system and (iii) a decrease in materials and supplies associated with research and development activities. Marketing, General and Administrative Expenses. Marketing, general and administrative expenses decreased 20% from $909,000 for the three months ended March 31, 1998 to $723,000 for the three months ended March 31, 1999. This decrease was primarily due to a reduction in payroll related costs due to headcount reductions in addition to a decrease in professional and outside service costs. These items were offset by an increase of $130,000 resulting from the reclassification of service related costs. Service costs, consisting primarily of customer technical support, were classified as costs of production during 1998, while in 1999, such costs are now classified as marketing, general and administrative. Interest Expense and Other (Income) Expense. Interest expense increased from $8,000 for the three months ended March 31, 1998 to $98,000 for the three months ended March 31, 1999. This increase was attributed to interest and debt discount amortization on the IBM loan which was obtained by the Company in July 1998. Interest income decreased from $32,000 for the three months ended March 31, 1998 to $5,000 for the three months ended March 31, 1999. This decrease in interest income was attributed to a greater amount of cash available for investment in the first quarter of 1998 due to the private equity financing completed in January 1998. Liquidity and Capital Resources The Company's need for funding has continued from period to period as it has increased its marketing, sales and service efforts, continued its research and development activities for the enhancement of Truecolor systems and increased production of Truecolor systems. To date, the Company has financed its operations through customer payments, borrowings and the sale of equity securities. Operating activities consumed $3.2 million in cash during the first quarter of 1998 compared to $79,000 in cash provided from operations during the first quarter of 1999. This decrease in cash utilized was primarily attributed to a decrease in the net loss of the Company, an increase in payments from customers and a slowdown in the payment of accounts payable. Capital expenditures increased from $10,000 for the quarter ended March 31, 1998 to $192,000 for the quarter ended March 31, 1999. Capital expenditures during the first quarter of 1999 primarily reflected acquisitions of equipment to support the Company's value engineering activities. The Company has no significant capital expenditure commitments at March 31, 1999. On March 11, 1999, the Company completed a reduction of personnel to align its expenses with current sales demand. In connection with this reduction, the Company eliminated 19 positions and recorded a charge of approximately $61,000 for employee severance. Of the total reduction, approximately 37% was in the area of operations, 53% in research and development and 10% in marketing, general and administrative. As of March 31, 1999, the Company's primary source of liquidity was cash and cash equivalents totaling $918,000. Based on the current operating plan of the Company, the primary requirements for cash through the remainder of 1999 will be to fund operating losses, marketing and sales efforts, commercial production of the enhanced Truecolor System and the further development and enhancement of the Company's products. The Company's currently planned research and development activities are focused on value engineering to improve system profit margin and developing higher resolution ink jet printing and other enhancements to the Truecolor Systems. Based on its current operating plan, the Company anticipates that additional financing will be required to fund its operations and capital expenditures during the second half of 1999. Management is currently in discussions with potential investors to obtain such funding and, in the meantime, is continuing tight cost controls. The Company's currently anticipated levels of revenue and cash flow are subject to many uncertainties and cannot be assured. The amount of funds required by the Company will depend on many factors, including the extent and timing of sales of Truecolor Systems, product costs, engineering and customer and technical support requirements. The inability to obtain additional financing and to generate sufficient cash from operations could require the Company to reduce or eliminate expenditures for research and development, production or marketing of its products, or otherwise to curtail or discontinue its operations. The Company expects that quarterly net losses will continue through at least the fourth quarter of 1999. Year 2000 Year 2000 Compliance. The information presented below related to year 2000 compliance contains forward-looking statements that are subject to risks and uncertainties. The Company's actual results may differ significantly from the results discussed below and elsewhere in this Form 10-Q regarding Year 2000 compliance. Year 2000 Issue Defined. The Year 2000 ("Y2K") issue is the result of certain computer hardware, operating system software and software application programs having been developed using two digits rather than four digits to define a year. For example the clock circuit in the hardware may be incapable of holding a date beyond the year 1999; some operating systems recognize a date using "00" as the year 1900 rather than 2000 and certain applications may have limited date processing capabilities. These problems could result in the failure of major systems or miscalculations, which could have material impact on companies through business interruption or shutdown, financial loss, damage to reputation, and legal liability to third parties. State of Readiness. The Company's Information Technology ("IT") department began addressing the Y2K issue in 1996 as we evaluated the purchase of new software applications and hardware systems. During the fourth quarter of 1996, IT researched methodologies to manage the Y2K program and established a process that matched the resources available within the Company. The initial step in the process was to organize a team of both IT and non-IT employees and explain their roles in the process. The second step of the process was to establish an inventory of all potential areas where the Y2K problem could exist. The inventory included; server hardware (BIOS), server operating systems, server application software, network device hardware and software, PC hardware (BIOS), PC operating systems, PC application software, phone system, security system, the Company's products (hardware BIOS and software), and our vendors. Each area listed in the inventory was assigned to a team member to evaluate the current Y2K compliance and where required, recommend a solution correct a Y2K problem. A database was created for all items to track the status to completion. All IT systems, except the phone system, have been updated to be Y2K complaint. The phone system will be updated in second quarter, 1999. During second quarter 1999, we will test the compliance of primary software applications in our test environment to confirm that vendor statements are consistent with our test results. Accent Color Sciences Products. The Company designs and manufactures high-speed color printing systems for integration with digital high-speed black on white printers. The Company has tested and confirmed that the printer's BIOS are compliant where required. Software that operates on the printer has been tested and is confirmed to be Y2K compliant. Future software releases will include as part of the software regression test a reconfirmation that the software remains Y2K compliant. Third Party Relationships. The Company's business operations are heavily dependent on third party materials suppliers. The Company is working with all key external partners to identify and to mitigate the potential risks of Y2K. The failure of external parties to resolve their own Y2K issues, in a timely manner, could result in a material financial risk to the Company. As part of the overall Y2K program, the Company is actively communicating with third parties through correspondence. Because the Company's Y2K compliance is dependant on the timely Y2K compliance of third parties, there can be no assurance that the Company's efforts alone will resolve all Y2K issues. Contingency Plans. The Company has not conducted its assessment of the reasonably likely worst case scenario of systems or product failures and their related consequences. It is expected that the planned testing of IT systems and the completed testing of the Company's product testing will greatly reduce the need for substantial contingency planning. Contingency planning, if required, would begin in third quarter, 1999. Costs to Address Year 2000 Issues. The Y2K costs incurred to date have not been material. Most software applications, BIOS and operating system upgrades to Y2K compliance were incorporated into the Company's standard licensing agreements. As part of the contingency planning effort we will examine additional potential Y2K costs, where applicable. Forward-Looking Statements The foregoing statements and analysis contain forward-looking statements and information including information with respect to the Company's plans and strategy for its business. Such forward- looking statements are made pursuant to the "safe harbor" provisions of Section 21E of the Securities Exchange Act of 1934, as amended, which were enacted as part of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in the foregoing analysis include marketing, revenue and expenditure expectations, and other strategies and anticipated events. Without limiting the foregoing, the words "believes", "anticipates", "plans", "expects" and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause actual events or the Company's actual results to differ materially from those indicated by such forward-looking statements. These factors include, without limitation, (i) the level of customer acceptance of the Company's products; (ii) the ability of the Company to raise capital sufficient to support its business plan; (iii) the dependence of the Company on third party suppliers for certain key technology elements; (iv) the dependence of the Company on third party marketing, distribution and support, including the control by the Company's OEM customers over the timing of the introduction of its products and the need for the Company to complete and satisfy extensive testing requirements of its products on a timely basis; (v) the potential fluctuations in the Company's quarterly results of operations; and (vi) the ability of the Company to identify and remediate significant internal Year 2000 problems and ensure that corrective action, if necessary, is being taken by the Company's customers and suppliers. Further information on factors that could cause actual results to differ from those anticipated is detailed in the Company's Annual Report on Form 10- K for 1998 as filed with the Securities and Exchange Commission. Any forward-looking information contained herein should be considered in light of these factors. Part II. Other Information Item 1. Legal Proceedings The Company is not a party to any material legal proceedings. Item 2. Changes 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 Exhibit 27 - Financial data schedule (b) Reports filed on Form 8-K There were no reports on Form 8-K filed during the quarter ended March 31, 1999. Signatures 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. ACCENT COLOR SCIENCES, INC. Dated May 14, 1999 By /s/ Charles E. Buchheit Charles E. Buchheit President and Chief Executive Officer By /s/ Tracy L. Hubert Tracy L. Hubert Acting Chief Financial Officer (Principal Financial and Accounting Officer)