1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
- - - - - - - - - - --- Exchange Act of 1934
FOR THE PERIOD ENDED NOVEMBER 30, 1996
OR
Transition report pursuant to Section 13 or 15(d) of the Securities
- - - - - - - - - - --- Exchange Act of 1934
COMMISSION FILE NUMBER 0-26774
TST/IMPRESO, INC.
(exact name of registrant as specified in it's charter)
DELAWARE 75-1517936
(state or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
652 SOUTHWESTERN BOULEVARD
COPPELL, TEXAS 75019
(Address of principal executive offices)
TELEPHONE NUMBER (972) 462-0100
(Registrant's telephone number, including area code)
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
--- ---
Indicate the number of shares outstanding of each of the issurer's classes of
Common Stock as of the latest practical date.
Class of Common Stock Shares outstanding at January 13, 1997
- - - - - - - - - - --------------------- --------------------------------------
$ .01 Par Value 5,247,730
2
TST/IMPRESO, INC. AND SUBSIDIARIES
FORM 10-Q
NOVEMBER 30, 1996
INDEX
PART I. FINANCIAL INFORMATION PAGE NUMBER
-----------
Item 1. Consolidated Financial Statements:
Interim Consolidated Balance Sheets as of November 30,
1996 (Unaudited) and August 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Interim Consolidated Statements of Operations for the
Three Months Ended November 30, 1996 and 1995 (Unaudited) . . . . . . . . . . . . . . . . . 4
Interim Consolidated Statements of Cash Flows for the
Three Months Ended November 30, 1996 and 1995 (Unaudited) . . . . . . . . . . . . . . . . . 5
Notes to Interim Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3
PART 1: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
TST/IMPRESO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(UNAUDITED)
November 30, August 31,
1996 1996
--------------- -------------
Current assets:
Cash and cash equivalents $ 2,402,470 $ 2,368,395
Trade accounts receivable, net of allowance
for doubtful accounts of $163,633 at
November 30,1996 and August 31, 1996 2,744,131 $ 2,890,411
Investments 250,000 250,000
Inventories 6,426,907 6,343,731
Prepaid expenses and other 274,324 301,731
--------------- -------------
Total current assets 12,097,832 12,154,268
Property, plant, and equipment, at cost 12,757,445 12,465,865
Less-Accumulated depreciation (8,477,921) (8,372,733)
--------------- -------------
Net property, plant, and equipment 4,279,524 4,093,132
Other assets:
Deposits and other 773,052 708,751
Investments 4,954 4,954
--------------- -------------
Total assets $ 17,155,362 $ 16,961,105
=============== =============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED BALANCE
SHEETS.
2
4
TST/IMPRESO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - (CONTINUED)
LIABILITIES AND STOCKHOLDERS' EQUITY
(UNAUDITED)
November 30, August 31,
1996 1996
---------------- --------------
Current liabilities:
Accounts payable $ 1,277,783 $ 1,563,662
Accrued liabilities 125,570 239,886
Accrued bonuses 61,000 175,000
Accrued income taxes 27,421 69,235
Current maturities of long-term debt 16,834 36,769
Line of credit 845,431 138,391
Prepetition liabilities-
Current maturities of prepetition taxes payable 25,722 25,722
Current maturities of long-term debt 74,879 74,975
---------------- --------------
Total current liabilities 2,454,640 2,323,640
Deferred income tax liability 570,189 567,618
Long-term portion of prepetition debt, net of current maturities 1,070,591 1,088,480
Long-term debt, net of current maturities 2,515 3,309
---------------- --------------
Total liabilities 4,097,935 3,983,047
---------------- --------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; 5,000,000 shares authorized; 0 shares
issued and outstanding at November 30, 1996, and August 31, 1996 --- ---
Common stock, $.01 par value; 15,000,000 shares authorized 5,247,730
shares issued and outstanding at November 30, 1996, and
August 31, 1996 52,477 52,477
Warrants 110 110
Additional paid-in capital 5,937,896 5,937,896
Retained earnings 7,066,944 6,987,575
---------------- --------------
Total stockholders' equity 13,057,427 12,978,058
---------------- --------------
Total liabilities and stockholders' equity $ 17,155,362 $ 16,961,105
================ ==============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED BALANCE
SHEETS.
3
5
TST/IMPRESO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Three Months Ended
November 30,
------------------
1996 1995
---- ----
Net sales $ 8,805,570 $ 11,879,204
Cost of sales 7,562,837 9,538,171
--------------- -------------
Gross profit 1,242 ,733 2,341,033
Other costs and expenses:
Selling, general, and administrative 1,088,398 1,110,061
Interest expense 51,778 189,477
Other (income) expense, net (22,083) 29,821
--------------- -------------
Total other costs and expenses 1,118,093 1,329,359
Income before income tax expense and extraordinary gain 124,640 1,011,674
Income tax expense:
Current 42,700 369,284
Deferred 2,571 21,586
--------------- -------------
Income before extraordinary gain 79,369 620,804
Extraordinary gain from debt reduction and restructuring
due to bankruptcy, net of tax effect of $75,569 ---- 132,381
--------------- -------------
Net income $ 79,369 $ 753,185
=============== =============
Income per share (primary and fully diluted):
Income before extraordinary gain $ 0.02 $ 0.13
Extraordinary gain --- 0.03
=============== =============
Net income per common share $ 0.02 $ 0.16
=============== =============
Weighted average shares outstanding 5,247,730 4,619,906
=============== =============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
4
6
TST/IMPRESO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
November 30,
------------------
1996 1995
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 79,369 $ 753,185
Adjustments to reconcile net income to net cash
flow provided by operating activities-
Extraordinary gain --- (207,950)
Depreciation and amortization 105,188 77,151
Deferred income taxes 2,571 21,586
(Increase) decrease in accounts receivable, net 146,280 (16,497)
Increase in inventory (83,176) (122,753)
(Increase) decrease in prepaid expenses 27,407 (20,172)
Decrease in accounts payable (285,879) (509,998)
Decrease in accrued liabilities (114,316) (75,237)
Decrease in accrued bonuses (114,000) (540,539)
Increase (decrease) in accrued income taxes (41,814) 345,450
-------------- ------------
Net cash used in operating activities (278,370) (295,774)
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant, and equipment (291,580) (13,546)
Change in other noncurrent assets, net (64,301) 23,843
-------------- ------------
Net cash provided by (used in) investing activities (355,881) 10,297
CASH FLOW FROM FINANCING ACTIVITIES:
Net borrowing (payments) on line of credit 707,040 (3,681,010)
Payments on prepetition debt (17,985) (1,204,186)
Payments on post-petition debt, net (20,729) (61,554)
Sale of common stock and warrants --- 5,977,476
-------------- ------------
Net cash provided by financing activities 668,326 1,030,726
NET INCREASE IN CASH AND CASH EQUIVALENTS: 34,075 745,249
Cash and cash equivalents, beginning of period 2,368,395 92,081
-------------- ------------
Cash and cash equivalents, end of period $ 2,402,470 $ 837,330
============== ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
5
7
TST/IMPRESO, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND NATURE OF BUSINESS
TST/Impreso, Inc., a Delaware corporation, is a manufacturer and
distributor to dealers and other resellers of paper products for
commercial and home use in domestic and international markets. The
Company's product line consists of standard continuous computer stock
business forms for use in computer printers; facsimile paper for use in
thermal facsimile machines, and cut sheet paper for use in copying
machines, laser printers, and ink jet printers. TST/Impreso, Inc. has
three wholly owned subsidiaries: Big Time Paper, Inc., TST/Impreso of
California, Inc., and Texas Stock Tab of West Virginia, Inc. Each
subsidiary was formed to support activities of TST/Impreso, Inc.
(referred to collectively with its consolidated subsidiaries as " the
Company").
2. INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
In the opinion of management, the Interim Unaudited Consolidated Financial
Statements of the Company include all adjustments, consisting of any
normal recurring adjustments, necessary for a fair presentation of the
Company's financial position as of November 30, 1996 and its results of
operations for the three months ended November 30, 1996 and 1995. Results
of the Company's operations for the interim period ended November 30,
1996, may not be indicative of results for the full fiscal year. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and
regulations promulgated by the Securities and Exchange Commission (the
"SEC").
The interim Unaudited Consolidated Financial Statements should be read in
conjunction with the audited Consolidated Financial Statements and
accompanying notes of the Company and its subsidiaries, included in the
Company's Form 10- K (the "Company's Form 10-K") for the fiscal year ended
August 31, 1996, File Number 0-26774. Accounting policies used in the
preparation of the Interim Unaudited Consolidated Financial Statements are
consistent in all material respects with the accounting policies described
in the Notes to Consolidated Financial Statements in the Company's Form
10-K.
3. EXTRAORDINARY ITEM
In the quarter ended November 30, 1995, the Company recorded an
extraordinary gain totalling $132,381, net of related income tax expense
of $75,569. The extraordinary gain primarily resulted from the Company's
early extinguishment of a note payable to a financial institution with a
face amount of $1,213,933 for a negotiated discounted amount of
$1,000,000.
4. INVENTORIES
Inventories are stated at the lower of cost (principally on a first-in,
first-out basis) or market and include
6
8
material, labor, and factory overhead.
Inventory consisted of the following:
November 30, August 31,
-------------- -------------
1996 1996
---- ----
Finished Goods $ 3,899,942 $ 3,642,869
Raw Materials 2,083,608 2,296,347
Supplies 416,275 351,909
Work-in-process 27,082 52,606
-------------- -------------
Total Inventories $ 6,426,907 $ 6,343,731
=============== =============
5. DEBT
Debt as of November 30, 1996, and August 31, 1996, is as follows:
November 30, August 31,
1996 1996
---- ----
Post-petition-
Note payable to a commercial financial corporation under
revolving credit line maturing May 1997, secured by
inventory, trade accounts receivable, equipment, and
a personal guarantee by the trustee of a trust which is a
majority shareholder, interest payable monthly at prime
plus 1.00% ( 9.25% at November 30, 1996, and August 31, 1996) $ 845,431 $ 138,391
Note payable to a commercial financial corporation, payable
in monthly installments, security, interest and maturity
date, same as above 19,349 40,078
Prepetition-
Prepetition taxes payable 77,165 77,165
Note payable to a bank, secured by property, payable in monthly
installments of $4,815 (including interest at 6%) through May 2000,
at which time the remaining balance becomes due and payable 606,679 611,926
Other notes payable, secured by a personal guarantee by the
trustee of a trust which is a majority shareholder, and certain
property, plant, and equipment, maturity dates ranging from 1996
to 2023, interest rates ranging from 4% to 10.5% 487,348 500,086
-------------- -----------
Total 2,035,972 1,367,646
Less-Current maturities 962,866 275,857
-------------- -----------
$ 1,073,106 $ 1,091,789
============== ===========
7
9
6. SUPPLEMENTAL CASH FLOW INFORMATION
Three Months Ended
November 30,
------------------
1996 1995
Cash paid during the period for:
Interest $ 51,778 $ 189,477
Income taxes 8,000 89,009
7. STOCK OPTIONS AND WARRANTS
During the quarter ended November 30, 1995, the Company granted 293,800
options to certain employees, a Director, and a consultant under its 1995
Stock Option Plan (the "Plan"). These options were granted at an exercise
price of $6.00 per share, the fair market value at the date of grant.
These options will become exercisable at various dates beginning in April
1996, through April 1999. Thirty-six hundred of those options were
forfeited during the 1996 fiscal year, and 1,350 of those options were
forfeited during the quarter ended November 30,1996.
On January 2, 1996, the Company elected two new outside Directors to its
Board of Directors. In accordance with the Plan, each Director received an
automatic grant of an option for 1,000 shares of Common Stock. These
options were granted at the fair market value at the date of grant with an
exercise price of $6.75 per share and are exercisable in two equal annual
installments.
On October 1, 1996, an officer of the Company was granted an option for
15,000 shares of Common Stock. These options were granted at the fair
market value at the date of grant with an exercise price of $5.58 per
share and are exercisable in accordance with the Plan beginning on April
1, 1997.
As of November 30, 1996, 72,800 of the options granted under the Plan are
exercisable. The shares issuable on exercise of these options are
restricted from public sale until April 4,1997, by the Underwriters'
Agreement. Remaining options available for grant under the Plan,
including all forfeited options, total 94,150.
In addition to options under the Plan, in October 1995, in connection with
the Company's initial public offering "IPO"), the Company granted an
option to purchase up to 147,730 shares of Common Stock (over-allotment
option) to its Underwriters at $6.00 per share. The option was exercised
in full on November 14, 1995.
Also in connection with the Company's IPO, the Company issued warrants to
its Underwriters for $.001 per warrant to purchase an aggregate of 110,000
shares of Common Stock. The warrants became exercisable on October 5,
1996, for four years at an exercise price of $7.20 per share.
The Company also issued warrants to two consultants. One warrant for
10,000 shares of Common Stock is exercisable for a period of five years
from December 1, 1995, at an exercise price of $7.20 per share. The other
warrant, also for 10,000 shares of Common Stock, became exercisable
October 5, 1996, for a period of four years at an exercise price of $6.60
per share.
8. EARNINGS PER COMMON SHARE
Earnings per share is based on the weighted average number of common
shares outstanding. Common share equivalents have not been included in
the computation of earnings per share as the dilution of these equivalents
is not considered material.
8
10
9. SUPPLEMENTAL EARNINGS PER SHARE DATA
In October 1995, the Company's registration statement on Form S-1 filed
with the SEC was declared effective for the sale of 1,247,730 shares
(including over-allotment option shares) at $6.00 per share. The unaudited
supplemental earnings per share data has been calculated assuming the IPO
occurred as of the beginning of each respective period.
Three Months Ended
November 30,
------------------
1996 1995
---- ----
Supplemental income per share (primary and
fully diluted):
Income before extraordinary gain $ 0.02 $ 0.12
Extraordinary gain --- 0.02
=============== =============
Net income per common share $ 0.02 $ 0.14
=============== =============
Supplemental weighted average shares outstanding 5,247,730 5,247,730
=============== =============
10. SUBSEQUENT EVENTS
In December 1996, the Company installed its second sheeter at its Texas
manufacturing facility. The first sheeter was installed in fiscal 1996.
The recently installed sheeter is a high volume commodity sheeter. A third
sheeter, also a high volume commodity sheeter, was installed in the West
Virginia facility on January 7,1997. Deposits made for the sheeters
totalling $709,000 at November 30,1996, were reimbursed to the Company
under an operating lease agreement in December 1996 .
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations for the Interim Periods Ending November 30, 1996, and
1995.
Net Sales---Net sales for the three months ended November 30, 1996,
decreased $3.1 million, or 25.9%, as compared to the corresponding period
of the prior year as a result of the reduction in sales volume to a major
customer of the Company, and decreased sales due to price increases
combined with depressed market conditions.
Gross Profit---Gross profit for the three months ended November 30, 1996,
decreased $1.1 million, or 46.9%, as compared to the corresponding period
of the prior year. The decreased gross profit was primarily the result of
decreased sales volume and the Company's inability to pass on to the
customers of the Company increased raw material costs resulting from
temporary fluctuations in the market. The Company's gross profit margin
was 14.1% for the three month period ended November 30, 1996, as compared
to 19.7 % for the corresponding period of the prior year.
Selling, General, and Administrative Expenses---Selling, General, and
Administrative expenses for the three months ended November 30, 1996, were
$1.1 million, or 12.4 % of net sales, as compared to $1.1 million, or 9.3%
of net sales, for the corresponding period of the prior year. Selling,
General, and Administrative expenses
9
11
remained constant in dollars, but increased as a percent of net sales
during this period because of the decrease in net sales.
Interest Expense---Interest expense decreased by $137,000, or
approximately 72.5%, to $52,000 for the three months ended November 30,
1996, from $189,000 for the corresponding period of the prior year. The
decrease was primarily attributable to the Company renegotiating its line
of credit to a lower interest rate and extinguishment of a prepetition
note payable.
Income before taxes and extraordinary gain---Income before taxes and
extraordinary gain for the three months ended November 30, 1996, was
$125,000 as compared to $1,012,000 for the corresponding period of the
prior year, a decrease of $887,000, or 87.6%. This decrease was primarily
attributable to the reduction in net sales and the decrease in gross
profit margin.
Extraordinary Gain---The Company did not record an extraordinary gain for
the three months ended November 30, 1996, as compared to an extraordinary
gain totalling $132,000, net of related income tax expense of $75,569, for
the corresponding period of the prior year. The prior year gain resulted
from the Company's early extinguishment of a prepetition note payable for
a discounted amount.
Income Taxes---The Company's provision for income taxes was $45,000 for
the three months ended November 30, 1996, as compared to $391,000 for the
corresponding period of the prior year. The decrease was primarily due to
a decrease in pre-tax profits. The effective tax rate for the three month
period ended November 30, 1996, was 36.3% as compared to 38.2% for the
corresponding period of the prior year.
Liquidity and Capital Resources
Net cash used in operating activities was $278,000 for the three months
ended November 30, 1996, as compared with $296,000 for the corresponding
period of the prior year. Cash flows from operating activities decreased
in this period, as compared to the corresponding period of the prior year,
due to the decrease in sales volume partially offset by the decrease in
bonuses paid.
Net cash provided by financing activities was $668,000 for the three
months ended November 30, 1996, compared with $1.0 million provided by
financing activities for the corresponding period of the prior year. Net
cash provided by financing activities was substantially higher in the
corresponding period of the prior year because of the additional net
proceeds from the issuance of common stock in October 1995, in connection
with the Company's IPO.
Working capital decreased to $9.6 million at November 30, 1996, from $9.8
million at August 31, 1996, a decrease of 2%, primarily attributable to an
increase in the Company's borrowings under its line of credit to $845,000
at November 30, 1996, from $138,000 at August 31, 1996.
In May 1996, the Company entered into an agreement with a bank for a one
year, secured, revolving line of credit, which is secured by, among other
things, inventory, trade receivables, equipment and a personal guarantee
of Mr. Sorokwasz, Chairman of the Board, President of the Company, and
trustee of a trust which is the majority shareholder of the Company.
Available borrowings under this line of credit, which accrues interest at
the prime rate of interest plus 1% (9.25% at November 30, 1996), are based
upon specified percentages of eligible accounts receivable and
inventories. As of November 30, 1996, there was a $4.2 million borrowing
capacity remaining under the $5 million revolving line of credit. The
revolving credit line matures in May 1997.
The Company believes that the funds available under the facility, trade
credit, and internally generated funds will be sufficient to satisfy the
Company's requirements for working capital and capital expenditures for at
least the next twelve months. However, the Company is seeking a possible
acquisition of one of its
10
12
competitors. If that should occur, it would require that the funds for the
proposed acquisition of the competitor would be generated through
additional security offerings or additional debt.
Inventory Management
The Company believes that it is necessary to maintain a large inventory of
finished goods and raw materials to adequately service its customers. The
Company attempts to maintain an aggregate of $6.0 million in inventory.
In accordance with the Company's strategic raw material purchasing
policies and in order to obtain preferential pricing, the Company waives
the rights to suppliers inventory protection agreements ( including price
protection and inventory return rights). The Company bears the risk of
increases in the prices charged by its suppliers' and decreases in the
prices of raw materials held in its inventory or covered by purchase
commitments. If prices for products held in the finished goods inventory
of the Company decline or if prices for raw materials required by the
Company decline, or if new technology is developed that renders obsolete
products distributed by the Company and held in inventory, the Company's
business could be materially adversely affected.
Seasonality
The Company generally experiences a relative slowness in sales during the
summer months, which may adversely affect the Company's third and fourth
fiscal quarter results in relation to sequential quarter performance.
Inflation
The Company believes that inflation has not had a significant impact on
the Company's operations. Historically, the Company has been successful in
transferring to its customers increases in its manufacturing and other
costs resulting from inflation by means of price increases.
Forward-Looking Statements
Management's Discussion and Analysis of Financial Condition and the
Results of Operations, and other sections of this Form 10-Q contain
"forward-looking statements" about the Company's prospects for the future,
such as its ability to generate sufficient working capital, its ability to
continue to maintain sales to justify capital expenses, its ability to
generate additional sales to meet business expansion, and its ability to
generate funds to effect an acquisition. Such statements are subject to
certain risks and uncertainties which could cause actual results to differ
materially from those projected, including availability of raw materials,
availability of thermal facsimile, computer, laser and color ink jet paper,
to the cyclical nature of the industry in which the Company operates, the
potential of technological changes which would adversely affect the need
for the Company's products, and price fluctuations which could adversely
impact the large inventory required in the Company's business. Parties are
cautioned not to rely on any such forward-looking beliefs or judgments in
making investment decisions.
11
13
PART II: OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
a) NUMBER EXHIBIT
3(a) Certificate of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to Registration Statement on
Form S-1 No. 33-93814)
3(b) By-laws of the Company (incorporated by reference to
Exhibit 3.2 to Registration Statement on Form S-1 No.
33-93814)
10(a) 1995 Stock Option Plan (incorporated by reference to
Exhibit 10.1 to Registration Statement on Form S-1 No.
33-93814)
10(b) Employment Agreement dated September 28,1995, between the
Company and Marshall Sorokwasz (incorporated by reference
to Exhibit 10.2 to Registration Statement on Form S-1 No.
33-93814)
21 Subsidiaries of the Registrant (incorporated by reference
to Exhibit 21.1 to Registration Statement on Form S-1 No.
33-93814)
27 Financial data schedule
b) No reports on Form 8-K were filed during the quarter ended November
30, 1996.
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.
Dated: January 14, 1997
TST/ Impreso, Inc.
(Registrant)
/s/ Marshall Sorokwasz
-----------------------------------
Marshall Sorokwasz
Chairman of the Board
President, Chief Executive Officer,
and Director
/s/ Susan Atkins
-----------------------------------
Susan Atkins
Vice President and Chief
Financial Officer
12