UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO _______
COMMISSION FILE NUMBER 1-12694
SOLIGEN TECHNOLOGIES, INC.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
WYOMING 95-4440838
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
19408 LONDELIUS STREET
NORTHRIDGE, CALIFORNIA 91324
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(818) 718-1221
(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Number of shares of issuer's common stock outstanding as of August 3, 1998:
32,682,338
Transitional Small Business Disclosure Format: Yes [ ] No [X]
SOLIGEN TECHNOLOGIES, INC.
FORM 10-QSB
TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets at June 30, 1998 and March 31, 1998. . . . 3
Consolidated Statements of Operations for the three months ended
June 30, 1998 and 1997 (unaudited). . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows for the three months ended
June 30, 1998 and 1997 (unaudited). . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . 7
PART II OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds . . . . . . . . . . . . . . 11
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . 12
Item 5 Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2
PART I: FINANCIAL INFORMATION
ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS
SOLIGEN TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, MARCH 31,
1998 1998
---- ----
(UNAUDITED)
ASSETS
Current assets:
Cash $ 463,000 $ 215,000
Accounts receivable 1,295,000 1,258,000
Inventories 120,000 118,000
Prepaid expenses 110,000 104,000
----------- -----------
Total current assets 1,988,000 1,695,000
Property, plant and equipment 2,272,000 2,197,000
Less allowance for depreciation and amortization 1,476,000 1,350,000
----------- -----------
Net property, plant and equipment 796,000 847,000
Other assets 37,000 37,000
----------- -----------
TOTAL ASSETS $ 2,821,000 $ 2,579,000
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 370,000 $ 566,000
Trade accounts payable 261,000 485,000
Payroll and related expenses 176,000 186,000
Accrued expenses 242,000 184,000
Deferred revenue 101,000 97,000
----------- -----------
Total current liabilities 1,150,000 1,518,000
Notes payable, net of current portion 25,000 25,000
Stockholders' equity:
Preferred stock, no par value:
Authorized - 10,000,000 shares
Issued and outstanding - 1,600 shares at June 30, 1998 775,000 --
Common stock, no par value:
Authorized - 90,000,000 shares
Issued and outstanding - 32,682,338 shares
at June 30, 1998 and at March 31, 1998 10,332,000 10,294,000
Accumulated deficit (9,461,000) (9,258,000)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 1,646,000 1,036,000
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,821,000 $ 2,579,000
----------- -----------
----------- -----------
The accompanying notes are an integral part of these financial statements.
3
SOLIGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED
JUNE 30,
--------
1998 1997
---- ----
REVENUES $1,640,000 $1,233,000
COST OF REVENUES 1,096,000 880,000
---------- ----------
Gross profit 544,000 353,000
---------- ----------
OPERATING EXPENSES:
Research and development 244,000 263,000
Selling 180,000 136,000
General and administrative 236,000 210,000
Non-cash compensation 38,000 39,000
---------- ----------
Total operating expenses 698,000 648,000
---------- ----------
Loss from operations (154,000) (295,000)
OTHER INCOME (EXPENSE):
Interest income 1,000 1,000
Interest expense (56,000) (4,000)
Other income 8,000 --
---------- ----------
Total other income (expense) (47,000) (3,000)
---------- ----------
LOSS BEFORE PROVISION FOR
INCOME TAXES (201,000) (298,000)
Provision for state income taxes 2,000 1,000
---------- ----------
NET LOSS $ (203,000) $ (299,000)
---------- ----------
BASIC AND DILUTED
NET LOSS PER SHARE $ (0.01) $ (0.01)
---------- ----------
---------- ----------
The accompanying notes are an integral part of these financial statements.
4
SOLIGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED
JUNE 30,
--------
1998 1997
---- ----
Cash flows from operating activities
Net loss $(203,000) $(299,000)
Depreciation and amortization 126,000 93,000
Non-cash interest expense 35,000 --
Non-cash compensation expense 38,000 39,000
Changes in assets and liabilities:
Increase in accounts receivable (37,000) (157,000)
(Increase) decrease in inventories (2,000) 21,000
Increase in prepaid expenses (41,000) (65,000)
Increase (decrease) in trade accounts payable (224,000) 172,000
Decrease in payroll and related expenses (10,000) (49,000)
Increase in accrued expenses 58,000 53,000
Increase (decrease) in deferred revenues 4,000 (32,000)
Decrease in other assets -- 8,000
--------- ---------
Net cash used for operating activities (256,000) (216,000)
--------- ---------
Cash flows from investing activities:
Additions in property, plant and equipment (75,000) (46,000)
--------- ---------
Net cash used for investing activities (75,000) (46,000)
--------- ---------
Cash flows from financing activities:
Principal payments under capital lease obligations (28,000) (23,000)
Payments on notes payable (168,000) --
Preferred stock, net of issuance costs 775,000 --
Convertible debentures, net of issuance costs -- 131,000
--------- ---------
Net cash provided by financing activities 579,000 108,000
--------- ---------
Net increase (decrease) in cash 248,000 (154,000)
Cash beginning of period 215,000 506,000
--------- ---------
Cash end of period $ 463,000 $ 352,000
--------- ---------
--------- ---------
The accompanying notes are an integral part of these financial statements.
5
SOLIGEN TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The financial information included herein for the three month period ended
June 30, 1998 and 1997 is unaudited; however, such information reflects all
adjustments consisting only of normal recurring adjustments which are, in the
opinion of management, necessary for a fair presentation of the financial
position, results of operations and cash flows for the interim periods. The
financial information as of March 31, 1998, is derived from Soligen
Technologies, Inc's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1998. The interim consolidated financial statements should be read
in conjunction with the consolidated financial statements and the notes
thereto included in the Company's 1998 Form 10-KSB.
The results of operations for the interim periods presented are not
necessarily indicative of the results to be expected for the full year.
ACCOUNTING POLICIES
Reference is made to Note 1 of Notes to Financial Statements in the Company's
Annual Report on Form 10-KSB for the fiscal year ended March 31, 1998 for the
summary of significant accounting policies.
INVENTORIES
Inventories are stated at the lower of cost or market on a first-in,
first-out basis. Inventories consist of the following:
June 30, 1998
-------------
Raw materials and parts $ 67,000
Work in process 39,000
Finished goods 14,000
----------
Total inventories $ 120,000
----------
----------
DEFERRED REVENUE
Deferred revenue relates to the DSPC technology profit center. The deferred
revenue related to machine revenues results mainly from the Company's
issuance of licenses for the use of the machines, or to support the machines
in the form of maintenance, rather than the outright sale of machines.
6
DEBT
NOTES PAYABLE AND CAPITAL LEASES
Notes payable and capital leases consists of the following at June 30, 1998
Notes payable to former owners of A-RPM, bearing no $ 38,000
interest, due in November 1998
Notes to various investors and related parties, bearing
interest at 12 %, due in July 1998 260,000
Note to insurance company, bearing interest at 5.4%,
due in November 1998 28,000
Capital leases 69,000
---------
395,000
Less - current portion (370,000)
---------
$ 25,000
---------
---------
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENT AND ASSOCIATED RISKS
THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE BASED LARGELY ON THE
COMPANY'S CURRENT EXPECTATIONS AND ARE SUBJECT TO A NUMBER OF RISKS AND
UNCERTAINTIES INCLUDING, AMONG OTHERS (i) CUSTOMER ACCEPTANCE OF THE
COMPANY'S "ONE STOP SHOP" PARTS NOW PROGRAM; (ii) THE POSSIBLE EMERGENCE OF
COMPETING TECHONOLGIES; AND (iii) THE COMPANY'S ABILITY TO OBTAIN ADDITIONAL
FINANCING REQUIRED TO SUPPORT ITS CONTINUING OPERATIONS AND PROJECTED REVENUE
GROWTH. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THESE FORWARD-LOOKING
STATEMENTS. IN VIEW OF THESE RISKS AND UNCERTAINTIES, THERE CAN BE NO
ASSURANCE THAT THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS QUARTERLY
REPORT ON FORM 10-QSB WILL IN FACT TRANSPIRE.
The following discussion should be read in conjunction with the accompanying
Financial Statements of Soligen Technologies, Inc. ("STI") and its
wholly-owned subsidiaries Soligen, Inc. ("Soligen") and Altop, Inc. ("Altop")
(collectively referred to herein as the "Company") including the notes
thereto, included elsewhere in this Quarterly Report.
7
OVERVIEW
The Company has developed a proprietary technology known as Direct Shell
Production Casting ("DSPC-Registered Trademark-"). This technology is
embodied in the Company's DSPC 300 System (the "DSPC System"), which produces
ceramic casting molds directly from Computer Aided Design ("CAD") files.
These ceramic molds are used to cast metal parts, which conform to the CAD
design. This unique capability distinguishes the DSPC System from rapid
prototyping technologies that are characterized by the ability to produce
non-functional, three-dimensional representations of parts from CAD files.
The Company's DSPC System is based upon proprietary technology developed by
the Company and certain patent and other proprietary rights licensed to
Soligen, a wholly-owned subsidiary of the Company, by the Massachusetts
Institute of Technology ("MIT") pursuant to a license agreement (the
"License") dated October 18, 1991, as amended. Pursuant to the License, MIT
granted Soligen an exclusive, world-wide license until October 1, 2006 to
develop, manufacture, market and sell products utilizing certain technology
and processes for the production of ceramic casting molds for casting metal
parts. The license continues on a non-exclusive basis thereafter until the
expiration of the last patent relating to the licensed technology. The
exclusive period may be extended by mutual agreement of both parties.
The Company believes that the rapid mold production capabilities of the DSPC
System provide a substantial competitive advantage over existing producers of
cast metal parts. Use of the DSPC System eliminates the need to produce
tooling (patterns and core boxes) for limited runs of metal parts, thereby
reducing both the time and the labor otherwise required to produce ceramic
casting molds for casting the metal parts. It provides for a paradigm shift
by enabling engineers to postpone the design or the fabrication of production
casting tooling until after the designed part has been functionally tested.
This ability, in addition to expediting the design verification and testing,
enables manufacturers to save time and money by designing the production
casting tools, which are required for large production runs, with very little
chance for error, on the first attempt.
The DSPC System can also be used to produce the production tooling (usually
made of steel), required to cast the parts in larger production runs. To
capitalize on this advantage, the Company plans to form a network of rapid
response production facilities owned either by the Company or by licensed
third parties. This network will operate under the trade name Parts
Now-Registered Trademark- service. These facilities will include DSPC
production facilities and foundries with in-house machine shops. The Company
intends to establish itself as a leading manufacturer of cast metal parts by
providing a seamless transition from CAD file to finished part.
The Company operates the following four major revenue-generating profit
centers:
1. PARTS NOW CENTER ("PARTS NOW"): Oversees the "one stop shop" production
services from receipt of the customer's CAD file through production. Parts
Now is responsible for any contract which requires a combination of the
DSPC production center and conventional casting and CNC machining
expertise. It consists of program managers who oversee the transition from
CAD to first article, to tooling, to conventional casting and later to mass
8
production. It acquires services from the DSPC Production Center and the
conventional casting center at cost.
2. DSPC PRODUCTION CENTER: Revenues result from the production and sale of
first article and short run quantities of cast metal parts made directly
from the customer's CAD file. This center also provides DSPC parts and
tool making services to the Parts Now Center. These services are charged
to Parts Now at cost.
3. CONVENTIONAL CASTING CENTER ("PRODUCTION PARTS"): Revenues result from the
production, and sale of production quantities of cast and machined aluminum
parts for industrial customers. The Company generates revenues in this
area through Altop, its aluminum foundry and machine shop. This center is
limited to conventional casting of aluminum parts that do not utilize DSPC
made tooling.
4. DSPC TECHNOLOGY CENTER: Revenues result from the sale, lease, license or
maintenance of DSPC machines and from participation in research and
development projects wherein Soligen provides technological expertise.
RESULTS OF OPERATIONS
Revenues for the three months ended March 31, 1998 and three months ended June
30, 1998 and 1997 were as follows:
THREE MONTHS
ENDED THREE MONTHS ENDED
MARCH 31, JUNE 30,
--------- --------
1998 1998 1997
---- ---- ----
Parts Now-Registered Trademark- $ 619,000 $ 715,000 $ 498,000
DSPC-Registered Trademark- production 823,000 600,000 420,000
Production parts 290,000 288,000 218,000
DSPC-Registered Trademark- technology 48,000 37,000 97,000
----------- ----------- -----------
Total revenues $ 1,780,000 $ 1,640,000 $ 1,233,000
----------- ----------- -----------
----------- ----------- -----------
Revenues for the quarter ended June 30, 1998, were $1,640,000, an increase of
33% compared to $1,233,000 in the quarter ended June 30, 1997. Compared to
the comparable period a year ago, combined revenues for Parts Now and DSPC
production increased $397,000, or 43% reflecting acceptance of the Company's
core business in the market place. Combined revenues for Parts Now and DSPC
dipped slightly from $1,442,000 in the quarter ended March 31, 1998 to
$1,315,000 in the quarter ended June 30, 1998. Quarterly fluctuation of this
magnitude is not considered of significance since a large portion of
Soligen's business is associated with year to year trends of the automotive
industry. Production parts (Altop) increased to $288,000 in the quarter
ended June 30, 1998 from $218,000 in the similar quarter last year. DSPC
technology revenues in the quarter ended June 30, 1998 were $37,000 compared
to $97,000 in the quarter ended June 30, 1997 and $48,000 in the quarter
ended March 31, 1998. The quarter ended June 30, 1997 included a one time
$50,000 maintenance fee from a major company.
9
Gross profit for the three months ended June 30, 1998 was $544,000 or 33% as
compared to $353,000 or 29% in the quarter ended June 30, 1997. The change
represented an increase of $191,000 or 54%. The increase was due to a
reduction in per unit costs associated with increased revenues.
Research and development expenses were $244,000 and $263,000 for the quarters
ended June 30, 1998 and June 30, 1997, respectively. The Company intends to
continue advancement of DSPC technology and its applications as key to its
business strategy.
Selling expenses increased to $180,000 for the quarter ended June 30,1998
from $136,000 in the quarter ended June 30, 1997. The increase in selling
expenses was the result of costs associated with establishing a mid-west
sales office and sales commissions related to certain revenues..
General and administrative expenses increased to $236,000 for the quarter
ended June 30, 1998 as compared to $210,000 for the similar quarter last
year. The first quarter for fiscal 1998 experienced lower than average legal
fees.
The Company issued stock options to non-employees in fiscal 1996 and,
according to SFAS No. 123 (Accounting for Stock-Based Compensation), non-cash
compensation expense is to be recognized over the expected period of benefit.
As a result, the Company recognized $38,000 and $39,000 non-compensation
expense, respectively, in the quarters ended June 30, 1998 and June 30, 1997.
The Company expects to recognize a total of approximately $152,000 non-cash
compensation expense during fiscal 1999.
Interest expense increased to $56,000 in the quarter ended June 30, 1998 from
$4,000 in the quarter ended June 30, 1997. The Company issued warrants to
the short-term debt investors and, according to SFAS No. 123, non-cash
interest expense related to the warrants is to be recognized over the
expected period of the loan. As a result, the Company recognized $35,000
non-cash interest expense in the quarter ended June 30, 1998. The Company
expects to recognize a total of approximately $89,000 non-cash interest
expense during fiscal 1999. The additional interest expense in the amount of
$21,000 was the result of payments made for capital leases, other notes
payable, short-term debt investors and the commercial lender associated with
the revolving line of credit.
CASH AND SOURCES OF LIQUIDITY
At June 30, 1998, working capital increased to $838,000 compared to working
capital of $391,000 at June 30, 1997 and $177,000 at March 31, 1998. The
increase in working capital from March 31, 1998 to June 30, 1998 was due
primarily to the preferred stock offering in April 1998 which provided
$775,000, net of issuance costs. At June 30, 1998, the Company had
$1,758,000 in cash and accounts receivable, compared to cash and accounts
receivable of $1,232,000 at June 30, 1997 and $1,473,000 at March 31, 1998.
In April 1998, the Company received net proceeds of $775,000 from the sale of
1,600 shares of
10
Series A Preferred Stock to two private investors. The Series A Convertible
Preferred Stock Purchase Agreement, as amended, between the Company and these
investors, permits additional sales of Series A Preferred Stock to be
completed until September 8, 1998. In addition, in July 1998, the Company
received additional net proceeds of $88,000 from the sale of 200 shares of
Series A Preferred Stock to the same two private investors pursuant to the
Series A Convertible Preferred Stock Purchase Agreement.
In August 1997, the Company entered into an agreement with a commercial
lender for an up to $1 million revolving line of credit, collateralized by
accounts receivable, inventory and fixed assets. The credit facility
provides for an advance rate of 75% of eligible accounts receivable. In July
1998, the agreement was extended for an additional year to provide the $1
million revolving line of credit at an advance rate of 80% of eligible
accounts receivable.
The Company requires significant funds to expand and continue operations.
The Company believes the current cash on hand and its revolving line of
credit will be sufficient to meet its working capital and capital
expenditures requirements through March 31, 1999. The Company is actively
seeking to raise additional funds; however, there can be no assurance to the
success of these efforts.
PART II: OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On April 24, 1998, the Company entered into a Series A Convertible Preferred
Stock Purchase Agreement providing for the private placement of up to 3,000
shares of a newly authorized series of preferred stock. The Company received
gross proceeds of $800,000 in April 1998 and $100,000 in July 1998 from the
sale of 1,600 and 200 shares, respectively, of Series A Preferred Stock to
two private investors pursuant to the Series A Convertible Preferred Stock
Purchase Agreement. The Series A Convertible Preferred Stock Purchase
Agreement, as amended, permits additional sales of Series A Preferred Stock
to be completed until September 8, 1998.
In December 1997, the Company's Board of Directors approved a short-term debt
and warrant financing. The offering was completed in a private placement
transaction to accredited investors only pursuant to Regulation D and Rule
506 thereunder. A total of six investors loaned a total of $220,000 to the
Company in December 1997, and one investor loaned an additional $40,000 to
the Company in January 1998. Each investor received a promissory note in the
principal amount of the amount loaned, bearing interest at the rate of 12%
per annum and due six months from the date of the promissory note. In
addition, for each dollar loaned to the Company the investors received a
common stock purchase warrant exercisable for two shares of the Company's
common stock (resulting in the issuance of warrants exercisable for a
cumulative total of 520,000 shares of the Company's common stock). The
warrants are exercisable for a period of five years at $0.50 per share. A
finder's fee in the amount of $17,000 was paid to a non-employee member of
the Company's Board of Directors in consideration of services provided in
connection with the financing. One of the investors was a non-employee
member of the Company's Board of
11
Directors, one investor was an employee member of the Company's Board of
Directors, and the remaining five investors were private investors. On June
12, 1998, the Company extended $220,000 notes payable under the same terms
and conditions for an additional 45 days. In connection with this extension,
warrants exercisable for 110,000 shares of the Company's common stock were
issued to the investors. On July 27, 1998, the Company extended $210,000
notes payable under the same terms and conditions for an additional 90 days.
In connection with this extension, warrants exercisable for 210,000 shares of
the Company's common stock were issued to the investors.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
On April 20, 1998, the Company held a Special Meeting of Shareholders, at
which time the following action was taken: The shareholders approved an
amendment to Article 9 of the Articles of Incorporation to increase the
number of authorized shares from 50,000,000 shares of common stock, no par
value to 90,000,000 shares of authorized common stock, no par value and
10,000,000 shares of preferred stock, no par value. The amendment further
authorized and empowered the Board of Directors to determine the relative
rights and preferences of the preferred shares and to provide for issuance of
the preferred shares in one or more series with such relative rights and
preferences as the Board of Directors shall determine. At the meeting,
19,291,220 shares were voted in favor of the proposal, 468,067 shares voted
negatively and 36,000 shares abstained from voting on the proposal.
ITEM 5. OTHER INFORMATION
See Management's Discussion and Analysis of Financial Condition and Results
of Operations - Cash and Sources of Liquidity above for description of sale
of additional shares of Series A Preferred Stock that occurred in July 1998.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS: The following exhibits are filed as part of this report:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
11.1 Computation of Net Loss Per Share
27 Financial Data Schedule for the Quarter Ended June 30, 1998
(b) Reports on Form 8-K.
The Company filed current report on Form 8-K on May 4, 1998 reporting the
sale of 1,600 shares of Series A Preferred Stock and the approval of
amendments to the Company's Articles of Incorporation by the Company's
Shareholders.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
SOLIGEN TECHNOLOGIES, INC.
Date: August 12, 1998 By: /s/ Yehoram Uziel
----------------------------------------
Yehoram Uziel
President, CEO and Chairman of the Board
(Principal executive officer)
Date: August 12, 1998 By: /s/ Robert Kassel
----------------------------------------
Robert Kassel
Chief Financial Officer
(Principal financial officer)
13