UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE MONTHS ENDED MARCH 28, 2003 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: 001-14753 INTERNATIONAL SMART SOURCING, INC. (Exact Name of Small Business Issuer as specified in its charter) Delaware 11-3423157 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 320 Broad Hollow Road Farmingdale, NY 11735 (Address of principal executive offices) (631) 293-4650 (Issuer's telephone number) 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 _____ As of May 19, 2003, the Registrant had 3,777,384 shares of its Common Stock, $0.001 par value, issued and outstanding. INTERNATIONAL SMART SOURCING, INC. AND SUBSIDIARIES FORM 10-QSB MARCH 28, 2003 INDEX Page Number ------ PART I - FINANCIAL INFORMATION Item 1 - Financial Statements (unaudited) Condensed Consolidated Balance Sheet 1 Condensed Consolidated Statements of Operations 2 Condensed Consolidated Statements of Cash Flows 3 Notes to Consolidated Financial Statements 4-8 Item 2 - Management's Discussion and Analysis or Plan of Operation 9-11 Item 3 - Controls and Procedures 11 PART II - OTHER INFORMATION Item 1 - Legal Proceedings 12 Item 2 - Changes in Securities and Use of Proceeds 12 Item 3 - Defaults upon Senior Securities 12 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 SIGNATURE 13 INTERNATIONAL SMART SOURCING, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) MARCH 28, 2003 ASSETS ------ CURRENT ASSETS: Cash $ 379,713 Accounts receivable - net of allowance for doubtful accounts of $12,536 1,367,336 Inventories 1,360,250 Prepaid expenses and other current assets 216,132 ---------- TOTAL CURRENT ASSETS 3,323,431 Property and equipment - net 430,985 Investments 84,142 --------- $ 3,838,558 ========= LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts payable and accrued expenses $ 1,122,179 Deferred revenue 24,490 Line of credit and accrued interest 1,013,222 Current portion of long tem debt (including $62,018 to officer/stockholders) 202,599 Current portion of obligations under capital leases 33,585 --------- TOTAL CURRENT LIABILITIES 2,396,075 Long term debt (including $228,978 to officer/stockholders) - less current portion 320,620 Obligations under capital leases 49,183 --------- TOTAL LIABILITIES 2,765,878 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Preferred Stock, $0.001 par value, 1,000,000 shares authorized, no shares issued or outstanding - Common Stock, $0.001 par value, 10,000,000 shares authorized, issued and outstanding 3,777,384 3,777 Additional paid-in capital 8,045,937 Accumulated deficit (6,977,034) ---------- TOTAL STOCKHOLDERS' EQUITY 1,072,680 --------- $ 3,838,558 ========= See notes to condensed consolidated financial statements. 1 INTERNATIONAL SMART SOURCING, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended ------------------------------------ March 28, March 29, 2003 2002 ----------------- ---------------- NET SALES $ 3,099,907 $ 2,313,363 COST OF GOODS SOLD 1,993,445 1,593,188 ----------------- ---------------- GROSS PROFIT 1,106,462 720,175 ----------------- ---------------- OPERATING EXPENSES Selling and shipping 195,768 222,976 General and administrative 672,860 738,743 ----------------- ---------------- TOTAL OPERATING EXPENSES 868,628 961,719 ----------------- ---------------- INCOME (LOSS) FROM OPERATIONS 237,834 (241,544) Interest and other income 2,300 2,063 Interest and other expenses (36,038) (20,100) ----------------- ---------------- NET INCOME (LOSS) $ 204,096 $ (259,581) ================= ================ NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED Basic $ 0.05 $ (0.07) ================= ================ Diluted $ 0.05 $ (0.07) ================= ================ WEIGHTED AVERAGE COMMON SHARES Basic 3,777,384 3,760,934 ================= ================ Diluted 4,090,706 3,760,934 ================= ================ See notes to condensed consolidated financial statements. 2 INTERNATIONAL SMART SOURCING, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended --------------------------- March 28, March 29, 2003 2002 --------- --------- Cash flows from operating activities: Net income (loss) $ 204,096 $ (259,581) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Provision for doubtful accounts 12,189 - Depreciation and amortization 51,175 45,575 Inventory obsolescence 7,369 - Amortization 2,435 6,555 Changes in assets and liabilities: Accounts receivable (282,647) (7,729) Inventories 103,763 (152,101) Prepaid expenses and other current assets 37,822 112,131 Other assets - (40,832) Accounts payable and accrued expenses (136,989) 216,743 Deferred revenue (12,653) (147,781) ------- -------- Total adjustments (217,536) 32,561 -------- ------ Net cash used in operating activities (13,440) (227,020) ------- -------- Cash flows from investing activities: Note receivable from related parties - 8,217 Expenditures for property and equipment (10,424) (8,748) ------- ------ Net cash used in investing activities: (10,424) (531) ------- ------ Cash flows from financing activities: Capital lease repayments (11,826) (11,368) Net proceeds from borrowings - 288,516 Principal payments and repayment of loans (41,324) (28,132) ------- ------- Net cash (used in) provided by financing activities (53,150) 249,016 ------- ------- (Decrease) increase in cash (77,014) 21,465 Cash - beginning of period 456,727 146,478 ------- ------- Cash - end of period $ 379,713 $ 167,943 ======= ======== See notes to condensed consolidated financial statements. 3 INTERNATIONAL SMART SOURCING, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 28, 2003 (UNAUDITED) 1. BASIS OF PRESENTATION AND GOING CONCERN The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and disclosures required for annual financial statements. These financial statements should be read in conjunction with the consolidated financial statements and related footnotes included in International Smart Sourcing, Inc. and Subsidiaries (the "Company") annual report on Form 10-KSB for the year ended December 27, 2002. In the opinion of the Company's management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the Company's financial position as of March 28, 2003 and the results of operations and cash flows for the three month periods ended March 28, 2003 and March 29, 2002 have been included. The results of operations for the three month periods ended March 28, 2003, are not necessarily indicative of the results to be expected for the full year ended December 26, 2003. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not complied with its credit line's minimum tangible net worth covenant. In addition, the bank that provided the Company with its credit facility was closed by the Connecticut Banking Department on June 27, 2002, with the F.D.I.C. assuming receivership of the failed bank. This condition raises substantial doubt about the Company's ability to continue as a going concern. Management's plans with respect to this matter include, replacing their financing arrangement through an alternative lending institution, raising additional funds through equity or debt financing and continuing to achieve profitable operations. The Company is in discussions with various financial institutions to replace its line of credit. In the interim, the F.D.I.C. has continued to service the Company's credit facility, although it is uncertain at this time what the ultimate disposition of the facility will be. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. 4 2. RECENT ACCOUNTING PRONOUNCEMENTS - In December 2002, the Financial Accounting Standards Board, "FASB" issued Statement of Financial Accounting Standards, ("SFAS") No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FASB Statement No. 123." SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The disclosure requirements apply to all companies for fiscal years ending after December 15, 2002. The interim disclosure provisions are effective for financial reports containing financial statements for interim periods beginning after December 15, 2002. The adoption of SFAS No. 148 is not expected to have a material impact on the Company's consolidated financial statements As permitted under SFAS No. 123, the Company continues to apply the Accounting Principals Board Opinion No. 25, "Accounting for Stock Issued to Employees." As required under SFAS No. 148, the following table presents pro forma net income (loss) and basic and diluted earnings per share as if the fair value-based method had been applied to all awards. Three Months Ended ----------------------------------------- March 28, 2003 March 29, 2002 ------------------ ------------------ Net income (loss) as reported $ 204,096 $ (259,581) Less: total stock-based employee compensation expense determined under fair value method, net of related tax effects 154,157 125,127 ------------------ ------------------ Pro Forma net income (loss) $ 49,939 $ (384,708) ================== ================== Net income (loss) per share: Basic earnings per share as reported $ 0.05 $ (0.07) Pro Forma basic earnings per share $ 0.01 $ (0.10) Diluted earnings per share as reported $ 0.05 $ (0.07) Pro Forma diluted earnings per share $ 0.01 $ (0.10) - In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." The statement amends and clarifies accounting for derivative instruments, including certain derivatives instruments embedded in other contracts and for hedging activities under SFAS 133. This Statement is effective for contracts entered into or modified after June 30, 2003, except as stated below and for hedging relationships designated after June 30, 2003. The guidance should be applied prospectively. The provisions of this Statement that relate to SFAS 133 Implementation Issues that have been effective for fiscal quarters that began prior to June 15, 2003, should continue to be applied in accordance with respective effective dates. In addition, certain provisions relating to forward purchases or sales of when-issued securities or other securities that do not yet exist, should be applied to existing contracts as well as new contracts entered into after June 30, 2003. The adoption of SFAS No. 149 is not expected to have an impact on the Company's financial statements. 5 2. MAJOR CUSTOMERS During the three months ended March 28, 2003 and March 29, 2002, two customers accounted for approximately 59% and 7%, respectively of the Company's sales. The United States government accounted for approximately 59% of the Company's outstanding accounts receivable as of March 28, 2003. 3. INVENTORIES Inventories consist of the following at March 28, 2003: Raw Materials $ 54,269 Work in Process 51,558 Finished Goods 899,149 Components 355,274 ------------------- $ 1,360,250 =================== 4. SELLING AND SHIPPING The Company classifies shipping and handling costs as a component of selling and shipping expenses. Shipping and handling costs were approximately $118,930 and $126,978 for the three months ended March 28, 2003 and March 29, 2002, respectively. The Company does not separately charge these costs to its customers. 5. RELATED PARTY SALES Sales during the three months ended March 28, 2003 and March 29, 2002 included approximately $ 84,544 and $ 74,678, respectively to another company owned by three officer/stockholders of the Company. Gross profit on such sales was approximately $13,636 and $ 11,912 for the three months ended March 28, 2003 and March 29, 2002, respectively. Accounts receivable from the related company was approximately $23,390 at March 28, 2003. 6. LINE OF CREDIT In April 2001, the Company entered into a revolving line of credit agreement with a bank that provided for a maximum borrowing of up to $1,500,000, subject to certain conditions, at an interest rate of prime, which was 4.25% at March 28, 2003, plus 1.75%. The loan is secured by substantially all assets of the Company and is unconditionally guaranteed by three officers/stockholders, each limited to $250,000. The bank that provided the Company with the above credit facility was closed by the Connecticut Banking Department on June 27, 2002, with the F.D.I.C. assuming receivership of the failed bank. Management's plans with respect to this matter include, replacing the financing arrangement through an alternative lending institution, raising additional funds through equity or debt financing and continuing to achieve profitable operations. The F.D.I.C. has continued to service the Company's credit facility. The Company is in discussions with various financial institutions to replace the line of credit. The balance outstanding on the line of credit at March 28, 2003, including accrued interest, amounted to $1,013,222. On March 6, 2003, the Company contacted the F.D.I.C. regarding their outstanding loan. The Company paid the accrued interest totaling $29,275 to avoid being put into a pooling group, which could ultimately result in the loan being sold. The Company is in discussions with various financial institutions to replace its line of credit. There is no guarantee that these discussions will secure a new line of credit. In the interim, the F.D.I.C. has continued to service the Company's credit facility, although it is uncertain at this time what the ultimate disposition of the facility will be. 6 7. SEGMENT AND GEOGRAPHIC INFORMATION The Company views its operations as principally two segments. The first is manufacturing and distribution of plastic components. The second is outsourcing of manufacturing. The segments share a common workforce and office headquarters, which preclude an allocation of all overhead components. Overhead items that are specifically identifiable to a particular segment are applied to such segment. The Company's segment information for the three months ended March 28, 2003 and March 29, 2002 are as follows: Manufacturing Corporate and and Distribution Outsourcing Other Consolidated ---------------- -------------- -------------- ---------------- Three Months ended March 28, 2003 Sales to Unaffiliated Customers $ 2,462,292 $ 637,615 $ - $ 3,099,907 Cost of Goods Sold 1,525,649 467,796 - 1,993,445 Gross Profit 936,643 169,819 - 1,106,462 Gross Profit % 38.0% 26.6% - 35.7% Interest and Other Income 2,300 - - 2,300 Interest and Other Expenses 20,306 2,345 13,387 36,038 Depreciation and Amortization 37,932 12,030 3,648 53,610 Segment Assets 2,672,843 981,408 184,307 3,838,558 Long Lived Asset Expenditures 10,424 - - 10,424 Segment Net Income (Loss) $ 356,204 $ (117,822) $ (34,286) $ 204,096 Manufacturing Corporate and and Distribution Outsourcing Other Consolidated ---------------- -------------- -------------- ---------------- Three Months ended March 29, 2002 Sales to Unaffiliated Customers $ 1,789,896 $ 521,967 $ 1,500 $ 2,313,363 Cost of Goods Sold 1,193,798 399,327 63 1,593,188 Gross Profit 596,098 122,640 1,437 720,175 Gross Profit % 33.3% 23.5% 95.8% 31.1% Interest Income and Other Income - 2,063 - 2,063 Interest and Other Expenses 5,482 2,801 11,817 20,100 Depreciation and Amortization 36,881 11,601 3,648 52,130 Segment Assets 2,440,838 990,248 103,589 3,534,675 Long Lived Asset Expenditures 8,748 - $ - 8,748 Segment Net Income (Loss) $ 29,392 $ (199,790) $ (89,183) $ (259,581) 7 8. INCOME TAXES No provision has been made for federal and state income taxes for the three months ended March 28, 2003 as a result of the utilization of the Company's net operating loss carryforwards. The Federal and State tax benefit resulting from the utilization of the operating loss carryforwards approximates $90,000. The Company has a net operating loss carryforward for tax purposes totaling approximately $6,675,000 at March 28, 2003 expiring between the years 2011 through 2023. Tax benefits from utilization of NOL carryforwards, will be recorded at such time, and to such extent, they are assured beyond a reasonable doubt. As such, the resulting estimated deferred tax assets of approximately $2,241,000 as of March 28, 2003, has been offset by a corresponding valuation allowance. 9. INCOME PER SHARE The following table sets forth the components used in the computation of basic and diluted earnings per share: Three Months Ended --------------------------------------- March 28, 2003 March 29, 2002 ----------------- ----------------- Numerator: Net income (loss) $ 204,096 $ (259,581) ================= ================= Denominator: Weighted average shares 3,777,384 3,760,934 ----------------- ----------------- Effect of dilutive securities: Employee stock options 294,199 - Stock warrants 19,123 - ----------------- ----------------- 313,322 - ----------------- ----------------- Denominator for diluted earnings per share-adjusted weighted average shares after assumed conversions 4,090,706 3,760,934 ================= ================= 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS RESULTS OF OPERATIONS For the three months ended March 28, 2003 compared to the three months ended March 27, 2002. NET SALES Net sales for the three month-period ended March 28, 2003 were $3,099,907 compared to sales of $2,313,363 for the three-month period ended March 29, 2002. The increase of $785,544 or 34.0% was attributed to an increase of orders through the contract with the Defense Supply Center in Philadelphia (DSCP), and increase of sales for our subsidiary International Plastic Technologies, Inc. ("IPT"). GROSS PROFITS The Company realized an overall gross profit margin percentage for the three-month period ended March 28, 2003 of 35.7%, as compared to 31.1% experienced during the three month period ended March 29, 2002. This increase of 4.6%, can be attributed to the increase in sales prices to the Defense Supply Center of Philadelphia (DSCP) as well as an increase due to more commercial, non-military product being manufactured in China for our subsidiary Electronic Hardware Corp. ("EHC"). OPERATING EXPENSES Selling and Shipping Selling and shipping expenses for the three-months ended March 28, 2003 were $195,768 as compared to $222,976 for the three-months ended March 29, 2002. The decrease of $27,208 or 12.2% for the period is primarily attributable to a decrease in consulting fees and advertising expenses. General, and Administrative Expenses General and administrative expenses for the three months ended March 28, 2003 were $672,860 as compared to $716,191 for the three months ended March 29, 2002. The decrease of $43,331 or 6.1% for the period is primarily attributable to a decrease in staff. LIQUIDITY AND CAPITAL RESOURCES The Company's liquidity needs arise from working capital requirements, capital expenditures, and principal and interest payments. Historically, the Company's primary source of liquidity has been cash flow generated internally from operations. Because the cash flow was insufficient to meet the Company's cash needs, the Company supplemented its cash needs with bank borrowings and long term equipment financing. The Company's cash decreased to $379,713 on March 28, 2003 from $456,727 on December 29, 2002. 9 Cash flow used in operating activities was $13,440 for the three-months ended March 28, 2003 on net income of $204,096. The increase in accounts receivable is the result of increased sales to the Defense Supply Center of Philadelphia (DSCP). The decrease in inventory is the result of a combination of a write-off of obsolete inventory and a reduction of inventory in transit from China. The decrease in prepaid expenses and other current assets is a result of the expensing of deposits placed and costs associated with tooling and production orders in process that were completed at March 28, 2003. Cash used in investing activities for the three-month period ended March 28, 2003 was $10,424, which consisted of cash for the purchase of machinery and equipment. Net cash used in financing activities for the three-month period ended March 28, 2003 was $53,150. Cash of $41,324 was used to make principal payments on loans payable and $11,826 was used to make capital lease repayments. The bank that provided the Company with its revolving line of credit was closed by the Connecticut Banking Department on June 27, 2002, with the F.D.I.C. assuming receivership of the failed bank. The balance outstanding on the line of credit at March 28, 2003, including accrued interest, amounted to $1,013,222. In the interim, the F.D.I.C. has continued to service the Company's credit facility, although it is uncertain at this time what the ultimate disposition of the facility will be. On March 6, 2003, the Company contacted the F.D.I.C. regarding their outstanding loan. The Company paid the accrued interest totaling $29,275 to avoid being placed into a pooling group, which could ultimately result in the loan being sold. The Company is in discussions with various financial institutions to replace the line of credit. In March 2003, the Company contacted a broker who specializes in obtaining lines of credit. While there is no guarantee that this engagement will secure a new line of credit, it is the opinion of management that the Company will be able to obtain a new line of credit. In the event that the Company is unable to find other sources of credit or working capital, operations of the Company would have to be limited. The auditors' report on the Company's financial statements, in our annual Form 10-KSB, included an explanatory paragraph about the Company's ability to continue as a going concern. The Company expects that current cash flows from operations will be sufficient to fund its operations and meet its debt service obligation for the remainder of the fiscal year ending December 26, 2003. However, as of May 19, 2003, the Company is in default of a financial covenant and had approximately $1,000,000 outstanding on its bank line of credit, and the F.D.I.C. has capped the advances at this amount. In addition, management is seeking to raise additional funds through additional debt and/or equity financing, although there is no assurance it will be successful in securing such financing. If the Company is not successful, the Company may need to make certain reductions in its operations to maximize its available cash resources until additional funds can be raised. These matters raise substantial doubt about the Company's ability to continue in business as a going concern. 10 CAUTIONARY FACTORS REGARDING FUTURE OPERATING RESULTS The matters discussed in this form 10-QSB other than historical material are forward-looking statements. Any such forward-looking statements are based on current expectations of future events and are subject to risks and uncertainties which could cause actual results to vary materially from those indicated. Actual results could differ due to a number of factors, including negative developments relating to unforeseen order cancellations or push outs, the Company's strategic relationships, the impact of intense competition and changes in our industry. The Company assumes no obligation to update any forward-looking statements as a result of new information or future events or developments. ITEM 3. Controls and Procedures The Company's Chief Executive Officer and Chief Financial Officer have evaluated the Company's disclosure controls and procedures (as such term is defined in Rule 13a-14 (c) under the Exchange Act) as of a date within 90 days of the date of this Form 10-QSB. Based upon such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures are effective to ensure that the information required to be disclosed by the Company in the reports it files under Exchange Act is gathered, analyzed and disclosed with adequate timeliness. There have been no significant changes in the Company's internal controls subsequent to the date of the evaluation described above. 11 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None ITEM 3. DEFAULTS UPON SENIOR SECURITIES The bank that provided the Company with its revolving line of credit was closed by the Connecticut Banking Department on June 27, 2002, with the F.D.I.C. assuming receivership of the failed bank. The balance outstanding on the line of credit at March 28, 2003, including accrued interest, amounted to $1,013,222. In the interim, the F.D.I.C. has continued to service the Company's credit facility, although it is uncertain at this time what the ultimate disposition of the facility will be. On March 6, 2003, the Company contacted the F.D.I.C. regarding their outstanding loan. The Company paid the accrued interest totaling $29,275 to avoid being placed into a pooling group, which could ultimately result in the loan being sold. The Company is in discussions with various financial institutions to replace the line of credit. In March 2003, the Company contracted a broker who specializes in obtaining lines of credit. While there is no guarantee that this engagement will secure a new line of credit, it is the opinion of management that the Company will be able to obtain a new line of credit. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 5. OTHER INFORMATION On May 8, 2003, the Company engaged the services of Marcum & Kliegman LLP as the auditor of record. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibits: 99.1 99.2 99.3 Reports on 8-K: No reports were filed on Form 8K during the quarter ended March 28, 2003. 12 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. INTERNATIONAL SMART SOURCING, INC. May 19, 2003 /S/David Kassel - ----------------- --------------------------- Date David Kassel Chairman and Chief Executive Officer May 19, 2003 /S/David Hale - ----------------- -------------------------------- Date David Hale Acting Chief Financial Officer