1
================================================================================
CONFORMED
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 QUARTERLY PERIOD ENDED JUNE 30, 2001;
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: 0-20728
-------
RIMAGE CORPORATION
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Minnesota 41-1577970
-------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7725 Washington Avenue South, Edina, MN 55439
---------------------------------------------
(Address of principal executive offices)
952-944-8144
----------------------------------------------------
(Registrant's telephone number, including area code)
NA
-------------------------------------------
(Former name, former address, and former
fiscal year, if changed since last report.)
Common Stock outstanding at August 3, 2001 - 8,734,478
shares of $.01 par value Common Stock.
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
---- ----
================================================================================
2
RIMAGE CORPORATION
FORM 10-Q
TABLE OF CONTENTS
FOR THE QUARTER ENDED JUNE 30, 2001
Description Page
----------- ----
PART I FINANCIAL INFORMATION
- ------
Item 1. Financial Statements
Consolidated Balance Sheets
unaudited as of June 30, 2001 and
December 31, 2000............................................ 3
Consolidated Statements of Operations
(unaudited) for the Three and Six Months
Ended June 30, 2001 and 2000................................. 4
Consolidated Statements of Cash Flows
(unaudited) for the Three and Six Months
Ended June 30, 2001 and 2000................................. 5
Condensed Notes to Consolidated
Financial Statements (unaudited)............................. 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations................ 8-11
PART II OTHER INFORMATION..................................................... 12-13
- -------
Item 1-3. None
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. None
Item 6. Exhibits
SIGNATURES........................................................................... 14
2
3
RIMAGE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
June 30, 2001 and December 31, 2000
(Unaudited)
June 30, December 31,
2001 2000
-------------- -------------
Assets
Current assets:
Cash and cash equivalents $ 25,347,278 $ 21,023,233
Trade accounts receivable, net of allowance for doubtful accounts
and sales returns of $476,000 and $539,000, respectively 4,842,772 9,013,207
Inventories 3,964,211 2,936,119
Interest receivable 89,320 202,219
Prepaid expenses and other current assets 200,029 212,566
Prepaid income taxes 1,058,713 1,418,498
Deferred income taxes-current 938,592 938,592
------------- -------------
Total current assets 36,440,915 35,744,434
------------- -------------
Property and equipment, net 1,818,409 651,569
Deferred income taxes-noncurrent 145,935 145,935
Other noncurrent assets 7,665 13,526
------------- -------------
Total assets $ 38,412,924 $ 36,555,464
============= =============
Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable $ 1,797,537 $ 2,288,789
Accrued compensation 1,112,727 1,446,127
Accrued other 1,281,728 852,652
Deferred income and customer deposits 995,531 1,006,957
------------- -------------
Total current liabilities 5,187,523 5,594,525
------------- -------------
Long-term liabilities 206,250 --
------------- -------------
Total liabilities $ 5,393,773 $ 5,594,525
============= =============
Stockholders' equity:
Common stock, $.01 par value, authorized 30,000,000 shares,
issued and outstanding 8,729,228 and 8,653,285, respectively 87,292 86,533
Additional paid-in capital 16,471,690 16,319,613
Retained earnings 16,843,070 14,861,224
Accumulated other comprehensive loss - foreign
currency translation adjustment (382,901) (306,431)
------------- -------------
Total stockholders' equity 33,019,151 30,960,939
------------- -------------
Commitments and contingencies
Total liabilities and stockholders' equity $ 38,412,924 $ 36,555,464
============= =============
See accompanying condensed notes to consolidated financial statements
3
4
RIMAGE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------ -------------------------------
2001 2000 2001 2000
----------- ----------- ------------ ------------
Revenues $ 9,003,983 $13,376,467 $ 19,200,115 $ 26,533,686
Cost of revenues 4,532,842 6,183,767 9,391,626 12,204,265
----------- ----------- ------------ ------------
Gross profit 4,471,141 7,192,700 9,808,489 14,329,421
----------- ----------- ------------ ------------
Operating expenses:
Research and development 1,076,092 773,722 2,349,181 1,498,621
Selling, general and administrative 2,192,242 2,641,541 4,657,120 5,141,462
Merger -- -- -- 541,396
----------- ----------- ------------ ------------
Total operating expenses 3,268,334 3,415,263 7,006,301 7,181,479
----------- ----------- ------------ ------------
Operating income 1,202,807 3,777,437 2,802,188 7,147,942
----------- ----------- ------------ ------------
Other income (expense):
Interest, net 293,215 248,148 623,529 450,040
Gain on currency exchange (52,119) (22,626) (273,542) (127,536)
Other, net 6,903 (2,190) (6,388) 4,688
----------- ----------- ------------ ------------
Total other income, net 247,999 223,332 343,599 327,192
----------- ----------- ------------ ------------
Income before income taxes 1,450,806 4,000,769 3,145,787 7,475,134
Income taxes 519,848 1,520,292 1,163,941 2,840,551
----------- ----------- ------------ ------------
Net income $ 930,958 $ 2,480,477 $ 1,981,846 $ 4,634,583
=========== =========== ============ ============
Income per basic share $ 0.11 $ 0.30 $ 0.23 $ 0.56
=========== =========== ============ ============
Income per diluted share $ 0.10 $ 0.26 $ 0.21 $ 0.48
=========== =========== ============ ============
Basic weighted average shares outstanding 8,726,495 8,344,059 8,712,559 8,251,124
=========== =========== ============ ============
Diluted weighted average shares and
assumed conversion shares 9,545,555 9,665,746 9,561,222 9,640,401
=========== =========== ============ ============
See accompanying condensed notes to the consolidated financial statements
4
5
RIMAGE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(unaudited)
Six months ended
June 30,
---------------------------------
2001 2000
------------- --------------
Cash flows from operating activities:
Net income $ 1,981,846 $ 4,634,583
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 183,102 378,814
Change in reserve for excess and obsolete inventories 42,874 28,312
Change in reserve for allowance for doubtful accounts (63,482) 43,787
Loss on sale of property, plant, and equipment 22,434 4,597
Changes in operating assets and liabilities:
Trade accounts receivable 4,233,917 (1,793,960)
Inventories (1,070,966) (624,594)
Interest receivable 112,899 1,824
Prepaid income taxes 359,785 --
Prepaid expenses and other current assets 12,537 (23,465)
Trade accounts payable (491,252) 273,562
Accrued compensation (333,400) 97,614
Accrued other (199,924) 92,539
Income taxes payable -- (193,680)
Deferred income and customer deposits (11,426) 142,904
------------- -------------
Net cash provided by operating activities 4,778,944 3,062,837
------------- -------------
Cash flows from investing activities:
Purchase of property, plant, and equipment (531,265) (146,755)
Other noncurrent assets (35,399) 37,432
------------- -------------
Net cash used in investing activities (566,664) (109,323)
------------- -------------
Cash flows from financing activities-
Proceeds from stock option and warrant exercises 152,836 1,051,921
Effect of exchange rate changes on cash (41,071) (21,655)
------------- -------------
Net increase in cash and cash equivalents 4,324,045 3,983,780
Cash and cash equivalents, beginning of period 21,023,233 13,539,297
------------- -------------
Cash and cash equivalents, end of period $ 25,347,278 $ 17,523,077
============= =============
Supplemental disclosures of net cash paid during the period for:
Income taxes $ 709,376 $ 2,606,459
See accompanying condensed notes to the consolidated financial statements
5
6
RIMAGE CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1) BASIS OF PRESENTATION AND NATURE OF BUSINESS
Rimage Corporation (the Company) develops, manufactures and distributes
high performance CD-Recordable (CD-R) and DVD-Recordable (DVD-R)
publishing and duplication systems, and continues to support its
long-term involvement in diskette duplication and publishing equipment.
The accompanying unaudited consolidated financial statements of the
Company have been prepared pursuant to the rules of the Securities and
Exchange Commission. These financial statements should be read in
conjunction with the more detailed financial statements and notes
thereto included in the Company's most recent annual report on Form
10-K.
The Company extends unsecured credit to its customers as well as credit
to a limited number of authorized distributor wholesalers, who in turn
provide warehousing, distribution, and credit to a network of authorized
value added resellers. These distributors and value added resellers sell
and service a variety of hardware and software products.
In the opinion of management, the accompanying consolidated financial
statements reflect all adjustments, consisting of only normal recurring
adjustments, necessary for a fair presentation of the financial position
and results of operations and cash flows of the Company for the periods
presented. Certain previously reported amounts have been reclassified to
conform with the current presentation.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of 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.
(2) ACQUISITION
On March 1, 2000, the Company issued 497,496 shares of its common stock
in exchange for all outstanding stock of Cedar Technologies, Inc.
("Cedar"), a manufacturer of CD-R desktop publishing and duplication
equipment. The Company also assumed the obligations to issue 224,064
shares of its common stock upon exercise of outstanding options of Cedar
and 177,894 shares of its common stock upon exercise of outstanding
warrants of Cedar. The business combination was accounted for as a
pooling-of-interests combination, and accordingly, the consolidated
financial statements for periods prior to the combination have been
restated to include the accounts and results of operations of Cedar.
(Continued)
6
7
RIMAGE CORPORATION AND SUBSIDIARIES CONDENSED NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(3) INVENTORIES
Inventories consist of the following as of:
June 30, December 31,
2001 2000
- --------------------------------------------------------------------------------------
Finished goods and demonstration equipment $ 1,738,884 $ 1,239,034
Work-in-process 258,820 323,785
Purchased parts and subassemblies 1,966,507 1,373,300
- --------------------------------------------------------------------------------------
$ 3,964,211 $ 2,936,119
======================================================================================
(4) COMPREHENSIVE INCOME
The Company's only item of other comprehensive income relates to foreign
currency translation adjustments, and is presented separately on the
balance sheet as required. If presented on the statement of operations
for the six months ended June 30, 2001 and 2000, comprehensive income
would be $76,470 less than reported net income and $15,777 more than
reported net income, respectively, due to foreign currency translation
adjustments.
7
8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following table sets forth, for the periods indicated, selected
items from the Company's consolidated statements of operations.
- ------------------------------------------------------------------------- -------------------------------------
Percent (%) Percent (%) Percent (%) Percent (%)
of Revenues Incr/(Decr) of Revenues Incr/(Decr)
Three Months Ended Between Six Months Ended Between
June 30, Periods June 30, Periods
- ------------------------------------------------------------------------- -------------------------------------
2001 2000 2001 vs. 2000 2001 2000 2001 vs. 2000
- ------------------------------------------------------------------------- -------------------------------------
Revenues 100.0 100.0 (32.7) 100.0 100.0 (27.6)
Cost of revenues (50.3) (46.2) (26.7) (48.9) (46.0) (23.0)
- ------------------------------------------------------------------------- -------------------------------------
Gross profit 49.7 53.8 (37.8) 51.1 54.0 (31.5)
Operating expenses:
Research and development (12.0) (5.8) 39.1 (12.2) (5.7) 56.8
Selling, general and admin (24.3) (19.8) (17.0) (24.3) (19.4) (9.4)
Merger -- -- N/A -- (2.0) N/A
- ------------------------------------------------------------------------- -------------------------------------
Operating income 13.4 28.2 (68.2) 14.6 26.9 (60.8)
Other income, net 2.7 1.7 11.0 1.8 1.2 5.0
- ------------------------------------------------------------------------- -------------------------------------
Income before income taxes 16.1 29.9 (63.7) 16.4 28.1 (57.9)
Income tax expense (5.8) (11.4) (65.8) (6.1) (10.7) (59.0)
- ------------------------------------------------------------------------- -------------------------------------
Net income 10.3 18.5 (62.5) 10.3 17.4 (57.2)
- ------------------------------------------------------------------------- -------------------------------------
RESULTS OF OPERATIONS
This report contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ significantly from
those discussed in the forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, changes in media
or method used for distribution of software, technological changes in products
offered by the Company or its competitors and changes in general conditions in
the computer market.
8
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
REVENUES. Revenues decreased 32.7% to $9.0 million and 27.6% to $19.2 million
for the three- and six-month periods ended June 30, 2001, respectively, from
$13.4 million and $26.5 million for the same prior-year periods. The decrease in
revenues was primarily due to the absence of sales within the music fulfillment
industry during the three- and six-month periods ended June 30, 2001. The
decrease was also due to the negative impact of the continued strengthening of
the U.S. dollar on our European operations.
As of and for the six months ended June 30, 2001, foreign revenues from
unaffiliated customers, operating income, and net identifiable assets were
$6,290,000, $359,000 and $3,360,000, respectively. As of and for the six months
ended June 30, 2000, foreign revenues from unaffiliated customers, operating
earnings, and net identifiable assets were $6,188,000, $210,000 and $3,242,000,
respectively. The growth is due to increasing penetration in the European
markets of sales of CD-R products.
GROSS PROFIT. Gross profit as a percent of revenues was 49.7% and 51.1% for the
three- and six- month periods ended June 30, 2001, respectively, compared to
53.8% and 54.0% for the same prior-year periods. The decrease was primarily due
to the lower sales volume during the three- and six-month periods ended June 30,
2001 partially offset by cost control measures taken in our manufacturing
process.
OPERATING EXPENSES. Operating expenses during the three- and six-month periods
ended June 30, 2001 were $3.3 million or 36.3% of revenues and $7.0 million or
36.5% of revenues, respectively compared to $3.4 million or 25.6% of revenues
and $7.2 million or 27.1% of revenues during the same prior year periods. The
increases in percent were primarily a result of reduced sales volumes and higher
research and development expenses due to aggressive product development
initiatives during the three- and six-month periods ended June 30, 2001.
Research and development expense during the three- and six-month periods ended
June 30, 2001 were $1.1 million or 12.0% of revenues and $2.3 million or 12.2%
of revenues, respectively compared to $774,000 or 5.8% of revenues and $1.5
million or 5.7% of revenues during the same periods of 2000. The increase in
operating expenses as a percent of revenues was offset by $240,000 of gain
recognized due to the termination of operating leases during the second quarter
of 2001 and by $541,000 of merger expenses incurred during the first quarter of
2000 from the acquisition of Cedar Technologies, Inc.
OTHER INCOME/(EXPENSE). The Company recognized net interest income on cash
investments from continuing operations of $293,000 and $624,000 during the
three- and six-month periods ended June 30, 2001 compared to $248,000 and
$450,000 during the same prior year periods. Other income was negatively
impacted by foreign currency transaction losses during the three- and six-month
periods ended June 30, 2001 and 2000.
9
10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
INCOME BEFORE INCOME TAXES. Income before income taxes during the three- and
six-month periods ended June 30, 2001 were $1.5 million or 16.1% of revenues and
$3.1 million or 16.4% of revenues, respectively compared to $4.0 million or
29.9% of revenues and $7.5 million or 28.1% of revenues during the same prior
year periods. These decreases are the result of the absence of CD-R related
product sales into the music-on-demand audio segment of the audio market
combined with higher than normal research and development expenditures.
INCOME TAXES. The provision for income taxes represents federal, state, and
foreign income taxes on earnings before income taxes. Income tax expense for the
three- and six-month periods ended June 30, 2001 amounted to $520,000 or 35.8%
and $1.2 million or 37% of income before income taxes, respectively. The Company
anticipates an effective tax rate of 37% for the remainder of 2001. Income tax
expense for the three- and six-month periods ended June 30, 2000 amounted to
$1.5 million and $2.8 million, respectively or 38% of income before income
taxes.
LIQUIDITY AND CAPITAL RESOURCES
The Company expects to fund its anticipated cash requirements (including the
anticipated cash requirements of its capital expenditures) with internally
generated funds and, if required, from the Company's existing credit agreement.
Current assets are $36.4 million as of June 30, 2001 compared to $35.7 million
as of December 31, 2000. The allowance for doubtful accounts as a percentage of
receivables was 9% and 6% as of June 30, 2001 and December 31, 2000,
respectively. This increase is due to the Company maintaining a conservative
outlook in light of the current slowing economy. Current liabilities are $5.2
million as of June 30, 2001 compared to $5.6 million as of December 31, 2000.
This decrease primarily reflects reduced activity with our vendors as a result
of lower sales during the first half of 2001 offset by accruals for future
tooling payments.
Net cash provided by operating activities was $4.8 million and $3.1 million for
the six months ended June 30, 2001 and 2000, respectively. This increase was
primarily the result of timing of collection of trade accounts receivables. Net
cash used in investing activities was $567,000 and $109,000 for the six months
ended June 30, 2001 and 2000, respectively. Both amounts primarily reflect
purchases of capital equipment for manufacturing. At June 30, 2001, the Company
had commitments to purchase additional capital equipment totaling approximately
$600,000 and $200,000 during calendar years 2001 and 2002, respectively. Net
cash provided by financing activities of $153,000 and $1.1 million during the
six months ended June 30, 2001 and 2000, respectively reflected proceeds from
stock option and warrant exercises.
The Company believes that inflation has not had a material impact on its
operations or liquidity to date.
10
11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
NEW ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 141 "Business Combinations," and
SFAS No. 142 "Goodwill and Other Intangible Assets," which change the accounting
for business combinations and goodwill. SFAS No. 141 requires that the purchase
method of accounting be used for business combinations initiated after June 30,
2001. Use of the pooling-of-interests method will be prohibited. SFAS No. 142
changes the accounting for goodwill from an amortization method to an
impairment-only approach. The Company is currently evaluating SFAS No. 141 and
SFAS No. 142, but does not expect that they will have a material impact on the
Company's financial position or results of operations.
NEW EUROPEAN CURRENCY
On January 1, 1999, eleven of the fifteen member countries of the European Union
established fixed conversion rates between their existing currencies and the
euro, a new European currency, and adopted the euro as their common legal
currency (the "Euro Conversion"). Either the euro or a participating country's
present currency will be accepted as legal tender from January 1, 1999 to
January 1, 2002, from which date forward only the euro will be accepted.
The Company has customers located in European Union countries participating in
the Euro Conversion. Such customers will likely have to upgrade or modify their
computer systems and software to comply with the euro requirements. The amount
of money the Company anticipates spending in connection with product development
related to the Euro Conversion is not expected to have a material adverse effect
on the Company's results of operations or financial condition. The Euro
Conversion may also have competitive implications for the Company's pricing and
marketing strategies, which could be material in nature; however, any such
impact is not known at this time.
The Company has also modified its internal systems (such as payroll, accounting
and financial reporting) to deal with the Euro Conversion. There is no
assurance, however, that all problems related to the Euro Conversion will be
foreseen and corrected, or that no material disruptions of the Company's
business will occur.
MARKET RISK DISCLOSURE
The Company does not invest in any derivative financial instruments. See the
Company's most recent annual report filed on form 10K (Item 7A.). There has been
no material change in this information.
11
12
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
The Company's Annual Meeting of Stockholders' was held on May 23,
2001. The following members were elected to the Company's Board
of Directors to hold office for the ensuing year:
Nominee In Favor Withheld
------- --------- ---------
Bernard Aldrich 6,441,992 1,342,010
Ronald Fletcher 7,447,572 336,360
Thomas Madison 7,391,291 392,641
Richard McNamara 7,438,947 344,985
Steven Quist 7,443,947 339,985
James Reissner 7,438,947 344,985
David Suden 7,452,460 331,472
The results of the voting on the following additional items were
as follows:
(a) Approval of the amendment of the Restated Articles of
Incorporation of Rimage to increase the number of authorized
shares of common stock from 10,000,000 shares to 30,000,000
shares. The votes of the stockholders on this ratification were
as follows:
- -------------------------------------------------------------------------------------
In Favor Opposed Abstained Broker Non-Vote
- -------------------------------------------------------------------------------------
7,087,433 674,388 22,111 -0-
- -------------------------------------------------------------------------------------
12
13
(b) Amendment of the Rimage 1992 Stock Option Plan to increase
the number of shares reserved for issuance thereunder by 170,000
shares. The votes of the stockholders on this ratification were
as follows:
- -------------------------------------------------------------------------------------
In Favor Opposed Abstained Broker Non-Vote
- -------------------------------------------------------------------------------------
4,241,926 549,492 9,271 2,983,243
- -------------------------------------------------------------------------------------
(c) Adoption of the Rimage 2001 Employee Stock Purchase Plan. The
votes of the stockholders on this ratification were as follows:
- -------------------------------------------------------------------------------------
In Favor Opposed Abstained Broker Non-Vote
- -------------------------------------------------------------------------------------
4,648,708 140,960 11,021 2,983,243
- -------------------------------------------------------------------------------------
(d) Adoption of the Rimage 2001 Stock Option Plan for
Non-Employee Directors. The votes of the stockholders on this
ratification were as follows:
- -------------------------------------------------------------------------------------
In Favor Opposed Abstained Broker Non-Vote
- -------------------------------------------------------------------------------------
4,266,489 524,123 10,077 2,983,243
- -------------------------------------------------------------------------------------
Item 5. Other Information
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit No. 11.1 Calculation of Earnings Per Share.
(b) Reports on Form 8-K:
Not applicable.
13
14
SIGNATURES
In accordance with the Exchange Act, this report has been signed below by
following persons on behalf of the registrant and on the dates indicated.
RIMAGE CORPORATION
Registrant
Date: August 6, 2001 By: /s/ Bernard P. Aldrich
------------------ -------------------------------------
Bernard P. Aldrich
Director, Chief Executive
Officer, and President
(Principal Executive Officer)
(Principal Financial Officer)
Date: August 6, 2001 By: /s/ Robert M. Wolf
------------------ -------------------------------------
Robert M. Wolf
Treasurer
(Principal Accounting Officer)
14