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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
Quarterly Report pursuant to Section 13 or 15(d)
of the Securities Act of 1934
For the quarter ended Commission File No. 0-13403
June 30, 2002
- --------------------------------------------------------------------------------
AMISTAR CORPORATION
(Exact name of registrant as specified in its Charter)
- --------------------------------------------------------------------------------
STATE OF CALIFORNIA 95-2747332
(State or other jurisdiction of Incorporation or (I.R.S. Employer
organization) Identification No.)
237 VIA VERA CRUZ 92069
SAN MARCOS, CALIFORNIA (Zip Code)
(Address of principle executive offices)
(760) 471-1700
(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 __
CLASS OUTSTANDING AT JULY 28, 2002
Common Stock $.01 Par Value 3,085,434 shares
1
Part I
Item 1. Financial Statements
AMISTAR CORPORATION
Condensed Balance Sheets
(in thousands)
June 30, Dec. 31,
2002 2001
----------- -----------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 2,501 $ 3,626
Trade accounts receivable, net 1,281 1,064
Inventories 2,850 2,724
Income tax receivable 400 -
Demonstration equipment 99 153
Prepaid expenses 56 188
Restricted cash 40 -
----------- -----------
Total current assets 7,227 7,755
Property and equipment, net 4,176 4,386
Restricted cash - 1,452
Other assets 64 73
----------- -----------
$ 11,467 $ 13,666
=========== ===========
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 232 $ 285
Accrued liabilities 510 599
Industrial development bonds 3,000 4,500
----------- -----------
Total current liabilities 3,742 5,384
----------- -----------
Shareholders' equity:
Common stock 31 31
Additional paid-in capital 4,535 4,536
Retained earnings 3,159 3,715
----------- -----------
Total shareholders' equity 7,725 8,282
----------- -----------
$ 11,467 $ 13,666
=========== ===========
See accompanying notes to condensed financial statements.
2
AMISTAR CORPORATION
Condensed Statements of Operations
(Unaudited and in thousands, except per share data)
Three months ended Six months ended
June 30, June 30,
2002 2001 2002 2001
------------ ------------ ------------ ------------
Net sales $ 2,827 $ 3,399 $ 5,468 $ 7,078
Cost of sales 2,658 3,382 5,139 6,588
------------ ------------ ------------ ------------
Gross profit 169 17 329 490
Operating expenses:
Selling 291 443 583 957
General and administrative 208 290 467 594
Engineering, research and development 126 257 243 605
------------ ------------ ------------ ------------
625 990 1,293 2,156
------------ ------------ ------------ ------------
Operating loss (456) (973) (964) (1,666)
Other income, net 4 19 12 38
------------ ------------ ------------ ------------
Loss before income taxes (452) (954) (952) (1,628)
Income tax expense (benefit) 2 2 (396) 4
------------ ------------ ------------ ------------
Net loss $ (454) $ (956) $ (556) $ (1,632)
============ ============ ============ ============
Net loss per common share,
basic and diluted $ (0.15) $ (0.30) $ (0.18) $ (0.52)
============ ============ ============ ============
Weighted average shares outstanding,
basic and diluted 3,086 3,140 3,086 3,139
============ ============ ============ ============
See accompanying notes to condensed financial statements.
3
AMISTAR CORPORATION
Condensed Statements of Cash Flows
(Unaudited and in thousands)
Six months ended June 30, 2002 2001
- --------------------------------------------------------------------------------
Cash flows from operating activities:
Net loss $ (556) $(1,632)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 296 360
Changes in assets and liabilities:
Trade accounts receivable, net (217) 1,003
Inventories (126) (798)
Income taxes receivable (400) -
Demonstration equipment 54 6
Prepaid expenses and other assets 141 88
Accounts payable and accrued liabilities (142) (208)
-------- --------
Net cash used in operating activities (950) (1,181)
-------- --------
Net cash used in investing activities-
Purchases of property and equipment (86) (174)
-------- --------
Cash flows from financing activities:
Redemption of Industrial Development Bonds (1,500) -
Decrease in restricted cash, net 1,412 -
Exercise of stock options - 4
Repurchase of common stock (1) -
-------- --------
Net cash (used in) provided
by financing activities (89) 4
-------- --------
Net decrease in cash and cash equivalents (1,125) (1,351)
-------- --------
Cash and cash equivalents, beginning of period 3,626 4,519
-------- --------
Cash and cash equivalents, end of period $ 2,501 $ 3,168
======== ========
Supplemental disclosure of cash flow information-
Cash paid during the period for:
Interest $ 22 $ 84
Income taxes $ 5 $ 6
See accompanying notes to condensed financial statements.
4
AMISTAR CORPORATION
Notes to Condensed Financial Statements
(Unaudited)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
- ---------------------
The Interim Condensed Financial Statements of Amistar Corporation, a
California corporation (the "Company") have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been omitted
pursuant to such rules and regulations. The results of operations for the
six-month period ended June 30, 2002 are not necessarily indicative of the
results to be expected for the full year. These Interim Condensed Financial
Statements should be read in conjunction with the audited financial statements
and notes thereto included in the Company's 2001 annual report on Form 10-K as
filed with the Securities and Exchange Commission on March 28, 2002. Certain
prior period balances have been reclassified to conform to the current period
presentation.
Inventories
- -----------
Inventories are stated at the lower of cost (first-in, first-out) or
market and include material, labor and manufacturing overhead costs. Inventories
consist of the following (in thousands):
June 30, Dec. 31,
2002 2001
------------------------ ------------------------
AIA AMS Total AIA AMS Total
------ ------ ------ ------ ------ ------
Raw Material $ 302 $ 611 $ 913 $ 207 $ 607 $ 814
Work In Process 396 651 1,047 390 633 1,023
Finished Goods 890 - 890 887 - 887
------ ------ ------ ------ ------ ------
Total $1,588 $1,262 $2,850 $1,484 $1,240 $2,724
====== ====== ====== ====== ====== ======
At June 30, 2002, the Company has 12 completed DataPlace machines included
in the AIA finished goods inventory value. The AIA work in process and raw
material inventories also consist primarily of the DataPlace machine product
line. During the six months ended June 30, 2002, the Company did not record any
DataPlace machine sales and has taken steps to minimize costs by limiting
completion of the work in process inventory.
5
AMISTAR CORPORATION
Notes to Condensed Financial Statements, continued
Loss Per Common Share
- ---------------------
The Company calculates net loss per share in accordance with SFAS No. 128,
Earnings Per Share. Under SFAS No. 128, basic and diluted net loss per common
share is calculated by dividing net loss by the weighted-average number of
common shares outstanding during the reporting period.
Options to purchase 73,000 shares of potentially dilutive common stock
were excluded from the calculation of diluted net earnings (loss) per share for
the three and six months ended June 30, 2002, respectively, because the effects
of these instruments were anti-dilutive.
Industrial Development Bonds
- ----------------------------
The Company maintains a letter of credit from its bank in support of the
$3,000,000 Industrial Development Bonds (Bonds). On February 1, 2002, the
Company paid $1,500,000 to redeem a portion of the Bonds using restricted cash
of $1,452,000, plus an additional $48,000 of unrestricted cash.
The Company's stand-by letter of credit reimbursement agreement with its
bank contains certain affirmative financial covenants. At March 31, 2002 and
June 30, 2002, the Company was not in compliance with a covenant to maintain a
minimum tangible net worth of $8,200,000. Two other covenants contained in the
stand-by letter of credit reimbursement agreement are measured on an annual,
calendar basis and the Company believes it will likely not be in compliance with
these covenants at December 31, 2002. These covenants require a) a ratio of cash
flow to debt service to exceed 1:1; and b) net losses after taxes for the fiscal
year 2002 not to exceed $350,000. The Company has received a waiver from its
bank effective through September 30, 2002 related to its violation of the
tangible net worth covenant at June 30, 2002.
The entire Industrial Development Bonds balance has been classified as a
current liability in the accompanying balance sheets as it is unlikely that the
Company will be able to meet the tangible net worth covenant after the waiver
period expires, and based on the potential for additional covenant violations at
December 31, 2002. A covenant violation constitutes an event of default and
allows the bank to call the debt prior to maturity. The Company has made all
debt service payments on the Bonds, including its current requirement to pay
$10,000 per month into a restricted cash fund for future payments against the
Bonds.
6
AMISTAR CORPORATION
Notes to Condensed Financial Statements, continued
The inability of the Company to return to profitability could result in a
continued failure to comply with the terms of the Union Bank of California
Reimbursement Agreement, which supports the stand-by letter of credit
guaranteeing the Company's performance on the industrial development bonds. In
the event the Company continues its defaults, and is unable to present a viable
turn-around plan satisfactory to its Bank, such event could cause the bank to
require the Company to seek a substitute guarantor, re-finance the building with
alternative financing or to sell the San Marcos, California facility. The
inability of the Company to successfully substitute a guarantor or to re-finance
the building could have a material adverse effect on the Company's financial
position and results of operations. The Company will continue to negotiate with
its bank for continued waivers relating to future expected covenant violations.
There can be no assurance that the bank will continue to provide such waivers or
that the bank will not call the debt prior to maturity.
7
AMISTAR CORPORATION
Notes to Condensed Financial Statements, continued
Industry Segments and Geographic Information
- --------------------------------------------
The following table summarizes the Company's two operating segments:
Amistar Industrial Automation (AIA), which encompasses the manufacture and
distribution of assembly machines and related accessories, and Amistar
Manufacturing Services (AMS). The Company identifies reportable segments based
on the unique nature of operating activities, customer base and marketing
channels. Information is also provided by major geographical area (dollars in
thousands).
(AIA) Machine Sales and Service (AMS)
---------------------------------- -----------------------------------
United Mfg.
States Foreign Total Services Corporate Total
---------------------------------- -----------------------------------
THREE MONTHS ENDED JUNE 30, 2002
Net sales $ 335 $ 49 $ 384 $ 2,443 $ - $ 2,827
========== ========== ========== ========== ========== =========
Depreciation and amortization 50 - 50 86 - 136
========== ========== ========== ========== ========== =========
Loss from operations (275) (40) (315) (141) - (456)
========== ========== ========== ========== ========== =========
Total assets 4,916 48 4,964 2,023 4,480 11,467
========== ========== ========== ========== ========== =========
Additions to long-lived assets - - - 77 7 84
========== ========== ========== ========== ========== =========
THREE MONTHS ENDED JUNE 30, 2001
Net sales $ 362 $ 20 $ 382 $ 3,017 $ - $ 3,399
========== ========== ========== ========== ========== =========
Depreciation and amortization 37 - 37 136 - 173
========== ========== ========== ========== ========== =========
Loss from operations (438) (24) (462) (511) - (973)
========== ========== ========== ========== ========== =========
Total assets 5,454 - 5,454 5,043 4,773 15,270
========== ========== ========== ========== ========== =========
Additions to long-lived assets - - - 25 - 25
========== ========== ========== ========== ========== =========
SIX MONTHS ENDED JUNE 30, 2002
Net sales $ 684 $ 88 $ 772 $ 4,696 $ - $ 5,468
========== ========== ========== ========== ========== =========
Depreciation and amortization 110 - 110 186 - 296
========== ========== ========== ========== ========== =========
Loss from operations (543) (70) (613) (351) - (964)
========== ========== ========== ========== ========== =========
Additions to long-lived assets 2 - 2 77 7 86
========== ========== ========== ========== ========== =========
SIX MONTHS ENDED JUNE 30, 2001
Net sales $ 1,205 $ 102 $ 1,307 $ 5,771 $ - $ 7,078
========== ========== ========== ========== ========== =========
Depreciation and amortization 95 - 95 265 - 360
========== ========== ========== ========== ========== =========
Loss from operations (907) (70) (977) (689) - (1,666)
========== ========== ========== ========== ========== =========
Additions to long-lived assets - - - 174 - 174
========== ========== ========== ========== ========== =========
8
AMISTAR CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Forward Looking Statements
- --------------------------
This Quarterly Report contains forward-looking statements within the
meaning of the Private Securities Reform Act of 1995, particularly statements
regarding market opportunities, customer acceptance of products, gross margin
and marketing expenses. Statements that are predictive, that depend upon or
refer to future events or conditions, or that include words such as "expects,"
"anticipates," "intends," "plans," "believes," "estimates," "hopes," and similar
expressions constitute forward-looking statements. In addition, any statements
concerning future financial performance (including future revenues, earnings or
growth rates), ongoing business strategies or prospects, and possible future
Company actions are also forward-looking statements. These forward-looking
statements involve risks and uncertainties, and the cautionary statements set
forth below identify important factors that could cause actual results to differ
materially from those in any such forward-looking statements. Such factors
include, but are not limited to, adverse changes in general economic conditions,
including changes in the specific markets for the Company's products, product
availability, decreased or lack of growth in the electronics industry, adverse
changes in customer order patterns, increased competition, lack of acceptance of
new products, pricing pressures, lack of success in technological advancements,
risks associated with foreign trade and other factors.
RESULTS OF OPERATIONS
Overview
- --------
Beginning in 2001, and continuing through the first six months of 2002,
the Company has been severely affected by the overall economic slow down. The
contraction in product volumes compared to manufacturing capacity among the
Company's machine customer base has resulted in a lack of sales of the Company's
DataPlace machine since the quarter ended December 31, 2001. Many of the
Company's machine customers are continuing to substantially limit their capital
spending. In the event that general economic conditions do not improve, or if
the Company's AMS base of customers and potential customers fails to grow or add
new products or moves production off-shore, the Company's financial position and
results of operation could be materially adversely affected.
9
AMISTAR CORPORATION
The Company continues to take steps to minimize costs and inventory levels
in response to the decline in demand for its label identification automation
equipment and outsourced manufacturing services. At June 30, 2002, the Company
has 12 completed DataPlace machines included in the finished goods inventory
value of $890,000 The AIA work in process and raw material inventories of
$396,000 and $302,000 respectively consist primarily of the DataPlace machine
product line. The Company has considered the current and projected state of the
machine's technology, its expected future competitive position and has made
estimates of anticipated Dataplace demand upon economic recovery. Estimates of
future demand are highly subjective and subject to material change. As a result,
the Company recorded an inventory writedown of DataPlace machines totaling
$75,000 in the second quarter of 2002. Protracted insufficient demand for the
DataPlace machines could require additional charges for excess quantities or
obsolescence in the future.
Three Months Ended June 30, 2002 vs. Three Months Ended June 30, 2001
- ---------------------------------------------------------------------
Net Sales
- ---------
Net sales for the three months ended June 30, 2002 were $2,827,000
compared to $3,399,000 for the same period in the prior year, a decline of 17%.
During the current quarter, AIA division sales consisted of $384,000 of
custom automation, machine parts and services sales as compared to $382,000 in
the prior year quarter. The lack of DataPlace machine sales in the current
quarter reflects current limited capital expenditure spending for manufacturing
capacity by our existing and potential customers.
The AIA division received new orders for customized factory automation
from customers in the eyeglass lens, veterinary, and golf equipment industries.
The revenue generated included engineering design, turnkey fabrication and
turnkey assembly services.
AMS sales during the current quarter were $2,443,000 as compared to
$3,017,000 for the same quarter in the prior year, a decline of 19%. The decline
in AMS sales is primarily due to reduced orders from a previous major customer
that transferred production overseas and to a customer that chose to produce
previously out-sourced products in-house.
Gross Profit
- ------------
Gross profit increased during the quarter ended June 30, 2002 from the
same period in 2001 due to the lower cost of AMS components and improved
contract manufacturing labor efficiencies offset in part by the $75,000
write-down of DataPlace inventories.
10
AMISTAR CORPORATION
Selling Expenses
- ----------------
Selling expenses decreased in current quarter from the second quarter of
2001 primarily due to AIA division personnel reductions and the closure of
the Midwest sales and service office in May, 2001.
Engineering, Research and Development Expenses
- ----------------------------------------------
Engineering, research and development expenses decreased in the current
quarter over the same period in 2001 due to personnel reductions and the change
in focus of the remaining staff from proprietary machine products to include
custom factory automation support. During the second quarter of 2002,
development efforts were focused on a proprietary next generation product
identification technology and a sports equipment automation application.
Six Months Ended June 30, 2002 vs. Six Months Ended June 30, 2001
- -----------------------------------------------------------------
Net Sales
- ---------
Net sales for the six months ended June 30, 2002 were $5,468,000 compared
to $7,078,000 for the same period in the prior year, a decline of 23%.
During the current period, AIA division sales consisted of $772,000 of
custom automation, machine parts and services sales as compared to $1,197,000 of
custom automation, machine parts and services sales and $110,000 of DataPlace
machine sales in the prior year period. The lack of DataPlace machine sales in
the current period reflects current limited capital expenditure spending for
manufacturing capacity by our existing and potential customers.
AMS sales during the current period were $4,696,000 as compared to
$5,771,000 for the same period in the prior year. The decline in AMS sales is
primarily due to reduced orders from a previous major customer that transferred
production overseas and to a customer that chose to produce previously
out-sourced products in-house.
Gross Profit
- ------------
Gross profit decreased during the six months ended June 30, 2002 from the
same period in 2001 due to a lack of DataPlace machine sales and lower factory
overhead utilization.
Selling Expenses
- ----------------
Selling expenses decreased in the six months ended June 30, 2002 from the
same period of 2001 primarily due to AIA division personnel reductions and the
closure of the Midwest sales and service office in May, 2001.
11
AMISTAR CORPORATION
Engineering, Research and Development Expenses
- ----------------------------------------------
Engineering, research and development expenses decreased in the current
period over the same period in 2001 due to personnel reductions and the change
in focus of the remaining staff from proprietary machine products to include
custom factory automation support. During the first half of 2002, development
efforts were focused on a proprietary next generation product identification
technology and a sports equipment automation application.
Income Taxes
- ------------
On March 9, 2002, the "Job Creation and Worker Assistance Act of 2002"
(the Act) was signed into law. The Act extends the period in which a net
operating loss may be carried back. As a result, the Company recognized a
$400,000 carry-back refund benefit and receivable during the six months ended
June 30, 2002, which is partially offset by a $4,000 provision for the minimum
tax liability to various states.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash used in operating activities was $950,000 for the six
months ended June 30, 2002. Major uses of cash included our net loss after
adjustment for a non-cash tax receivable and an increase in trade accounts
receivable from a seasonally low December 31, 2001 balance.
Cash used in investing activities represented capital expenditures,
including $49,000 for a second optical inspection machine in the AMS division
which management believes increased throughput.
The Company maintains a letter of credit from its bank in support of the
$3,000,000 Industrial Development Bonds. On February 1, 2002, the Company paid
$1,500,000 to redeem a portion of the industrial development bonds utilizing
restricted cash of $1,452,000 plus an additional $48,000 of unrestricted cash.
12
AMISTAR CORPORATION
The Company's stand-by letter of credit reimbursement agreement with its
bank contains certain affirmative financial covenants. At March 31, 2002 and
June 30, 2002, the Company was not in compliance with a covenant to maintain a
minimum tangible net worth of $8,200,000. Two other covenants contained in the
stand-by letter of credit reimbursement agreement are measured on an annual,
calendar basis and the Company believes it will likely not be in compliance with
these covenants at December 31, 2002. These covenants require a) a ratio of cash
flow to debt service to exceed 1:1; and b) net losses after taxes for the fiscal
year 2002 not to exceed $350,000. The Company has received a waiver from its
bank effective through September 30, 2002 related to its violation of the
tangible net worth covenant at June 30, 2002.
The entire Industrial Development Bonds balance has been classified as a
current liability in the accompanying balance sheets as it is unlikely that the
Company will be able to meet the tangible net worth covenant after the waiver
period expires, and based on the potential for additional covenant violations at
December 31, 2002. A covenant violation constitutes an event of default and
allows the bank to call the debt prior to maturity. The Company has made all
debt service payments on the Bonds, including its current requirement to pay
$10,000 per month into a restricted cash fund for future payments against the
Bonds.
The inability of the Company to return to profitability could result in a
continued failure to comply with the terms of the Union Bank of California
Reimbursement Agreement, which supports the stand-by letter of credit
guaranteeing the Company's performance on the industrial development bonds. In
the event the Company continues its defaults, and is unable to present a viable
turn-around plan satisfactory to its Bank, such event could cause the bank to
require the Company to seek a substitute guarantor, re-finance the building with
alternative financing or sell the San Marcos, California facility. The inability
of the Company to successfully substitute a guarantor or to re-finance the
building could have a material adverse effect on the Company's financial
position and results of operations. The Company will continue to negotiate with
its bank for continued waivers relating to future expected covenant violations.
There can be no assurance that the bank will continue to provide such waivers or
that the bank will not call the debt prior to maturity.
The Company believes that cash provided from operations and cash balances
at June 30, 2002 will be adequate to support its operating, investing and debt
requirements through 2002 and 2003.
13
AMISTAR CORPORATION
New Accounting Pronouncements
- -----------------------------
In August 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for
Asset Retirement Obligations," which addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and for the associated asset retirement costs. The standard applies to
tangible long-lived assets that have a legal obligation associated with their
retirement that results from the acquisition, construction or development or
normal use of the asset. SFAS No. 143 requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value can be made. The
fair value of the liability is added to the carrying amount of the associated
asset and this additional carrying amount is depreciated over the remaining life
of the asset. The liability is accreted at the end of each period through
charges to operating expense. The provisions of SFAS No. 143 are required to be
applied during the quarter ending March 31, 2003. To accomplish this, the
Company must identify all legal obligations for asset retirement obligations, if
any, and determine the fair value of these obligations on the date of adoption.
The determination of fair value is complex and will require the Company to
gather market information and develop cash flow models. Additionally, the
Company will be required to develop processes to track and monitor these
obligations.
Because of the effort necessary to comply with the adoption of SFAS No.
143, it is not practicable for the Company to estimate the impact of adopting
this statement at the date of this quarterly report.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated With Exit or Disposal Activities." Under SFAS No. 146, a liability
will be recognized for a cost associated with an exit or disposal activity when
that liability has been incurred and can be measured at fair value. SFAS No.146
supersedes EITF 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity." Generally, the provisions of SFAS
No. 146 will likely result in later recognition of costs associated with exit or
disposal activities.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to a variety of risks, including changes in
interest rates affecting the cost of its debt. The Company's debt at June 30,
2002 is comprised of $3,000,000 Industrial Development bonds. The bonds mature
in December 2005, and accrue interest at a variable monthly rate. Interest was
paid at a weighted-average variable rate of 1.1% during the quarter ending June
30, 2002. An immediate 10% increase in the weighted-average interest rate to
1.21% would not have a material impact on the Company's financial position or
results of operations.
14
AMISTAR CORPORATION
PART II.
ITEMS 1-5: Non-Applicable
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
None
(b) Reports on form 8-K:
None
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.
AMISTAR CORPORATION
Date: August 13, 2002 By: /s/ Gregory D. Leiser
---------------------------------
Gregory D. Leiser
Vice President Finance and Chief
Financial Officer (Principal Financial and
Accounting Officer)
16