FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2003
OR
[ ]] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
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Commission file number 0-19000
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JLM COUTURE, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 13-3337553
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(State or other jurisdiction of (IRS Employer)
incorporation or organization) Identification No.)
225 West 37th Street, New York, New York 10018
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(Address of principal executive offices)
(212) 921-7058
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has 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 registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
The number of shares outstanding of the issuer's common stock,
par value $.0002 per share, as of March 21, 2003 was 1,897,760.
Page 1 of 18.
The Exhibit Index is located on Page 17.
JLM COUTURE, INC.
INDEX
Page
----
Part I. Financial Information:
Item 1. Condensed Consolidated Financial Statements.
Independent Accountants Report 3
Condensed Consolidated Balance Sheets at
January 31, 2003 (unaudited) and
October 31, 2002 4-5
Condensed Consolidated Statements of Income
for the Three Months ended January 31,
2003 and 2002 (unaudited) 6
Condensed Consolidated Statements of Cash Flows
for the Three Months ended January 31,
2003 and 2002 (unaudited) 7-8
Notes to Condensed Consolidated
Financial Statements 9-11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. 12-14
Item 3. Controls and Procedures 15
Part II. Other Information:
Item 6. Exhibits and Reports on Form 8-K. 16
Signature 17
Certifications 18-21
INDEPENDENT ACCOUNTANT'S REPORT
To JLM Couture, Inc.
We have reviewed the accompanying condensed consolidated balance
sheet of JLM Couture, Inc. and Subsidiaries as of January 31, 2003,
and the related condensed consolidated statements of income and
cash flows for the three-month periods ended January 31, 2003 and
2002. These financial statements are the responsibility of the
Company's management.
We conducted our reviews in accordance with standards established
by the American Institute of Certified Public Accountants. A review
of interim financial information consists principally of applying
analytical procedures and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in
scope than an audit conducted in accordance with generally accepted
auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material
modifications that should be made to the accompanying condensed
consolidated financial statements for them to be in conformity with
accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the
consolidated balance sheet of JLM Couture, Inc. and Subsidiaries as
of October 31, 2002, and the related consolidated statements of
income, shareholders' equity, and cash flows for the year then
ended (not presented herein), and in our report dated January 23,
2003, we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of October 31, 2002 is
fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it is derived.
/S/GOLDSTEIN GOLUB KESSLER LLP
New York, New York
March 11, 2003
PART I. FINANCIAL INFORMATION
JLM COUTURE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
January 31, October 31,
2003 2002
--------- ---------
(Unaudited)
Current assets:
Cash and cash equivalents $ 489,699 $ 958,810
Accounts receivable, net of allowance
for doubtful accounts, trade discounts
and allowances - $501,000 at January
31, 2003 and $451,000 at October 31,
2002 4,358,871 3,596,205
Inventories, net 4,249,351 3,747,357
Prepaid expenses and other current
assets 533,922 531,712
Prepaid taxes 62,911 -
---------- ---------
Total current assets 9,694,754 8,834,084
Equipment and leasehold improvements, net
of accumulated depreciation and
amortization of $432,718 at January 31,
2003 and $412,053 at October 31, 2002 445,496 460,264
Goodwill 211,272 211,272
Samples, net of accumulated amortization
of $213,081 at January 31, 2003 and
$133,493 at October 31, 2002 181,449 261,037
Other Assets 49,540 49,540
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Total Assets $10,582,511 $9,816,197
========== =========
See accompanying notes to condensed consolidated financial statements.
JLM COUTURE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
January 31, October 31,
2003 2002
---------- ----------
(Unaudited)
Current liabilities:
Accounts payable $ 2,072,187 $1,014,241
Accrued expenses and
other current liabilities 577,774 786,099
Income taxes payable - 157,289
Deferred income taxes 73,000 73,000
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Total current liabilities 2,722,961 2,030,629
---------- ---------
Deferred income taxes 664,000 664,000
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Total liabilities 3,386,961 2,694,629
---------- ---------
Shareholders' equity:
Preferred stock - $.0001 par value,
authorized 1,000,000 shares; issued
and outstanding- none
Common stock - $.0002 par value,
authorized 10,000,000 shares;
issued 2,330,530 at January 31,
2003 and October 31, 2002;
Outstanding 1,920,110 at January 31,
2003 and 1,964,360 at October 31, 2002 465 465
Additional paid-in capital 3,653,642 3,653,642
Retained earnings 5,272,733 5,072,228
---------- ---------
8,926,840 8,726,335
Less: Deferred compensation (313,438) (335,000)
Notes receivable and accrued
interest (369,203) (365,265)
Treasury stock at cost:
410,420 shares at January 31,
2003 and 366,170 at
October 31, 2002 (1,048,649) (904,502)
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Total shareholders' equity 7,195,550 7,121,568
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Total Liabilities and
Shareholders' Equity $10,582,511 $9,816,197
========== =========
See accompanying notes to condensed consolidated financial statements.
JLM COUTURE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED JANUARY 31, 2003 AND 2002
(Unaudited)
2003 2002
--------- ---------
Net sales $5,481,833 $4,500,276
Cost of goods sold 3,240,696 2,684,820
--------- ---------
Gross profit 2,241,137 1,815,456
Selling, general and
administrative
expenses 1,893,499 1,524,310
--------- ---------
Operating income 347,638 291,146
Interest Income (expense),net 2,867 (3,302)
--------- ---------
Income before provision
for income taxes 350,505 287,844
Provision for income
taxes 150,000 120,000
--------- ---------
Net income $ 200,505 $ 167,844
========= =========
Net income per weighted
average number of common
shares:
Basic $ 0.10 $ 0.08
========= =========
Diluted $ 0.10 $ 0.08
========= =========
Weighted average number
of common shares
outstanding:
Basic 1,932,034 2,098,210
========= =========
Diluted 2,066,347 2,104,748
========= =========
See accompanying notes to condensed consolidated financial statements.
JLM COUTURE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
JANUARY 31, 2003 and 2002
(Unaudited)
2003 2002
--------- -------
Cash Flows From Operating Activities:
Net Income $ 200,505 $167,844
Adjustments to reconcile net income
to net cash used in operating activities:
Depreciation and amortization 20,665 20,028
Provision for doubtful accounts 50,000 -
Accrued interest on note receivable (3,938) -
Compensation expense on issuance of stock
options and common stock 21,562 25,312
Changes in operating assets and liabilities
Increase in accounts receivable (812,666) (747,640)
Increase in inventories (501,994) (543,005)
(Increase) Decrease in prepaid
expenses and other current assets (2,210) 41,046
(Increase) Decrease in prepaid taxes (62,911) 120,000
Decrease in samples 79,588 71,906
Increase in accounts payable 1,057,946 509,501
Decrease in accrued expenses and other
current liabilities (208,325) (51,923)
Decrease in long term liabilities - (8,239)
Decrease in income taxes payable (157,289) -
--------- -------
Net Cash Used In Operating Activities (319,067) (395,170)
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Cash Flows From Investing Activities -
Purchase of property and equipment (5,897) (10,641)
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Cash Flows from Financing Activities:
Net proceeds from
revolving line of credit - 300,000
Purchase of treasury stock (144,147) -
--------- -------
Net Cash (used in) provided by
Financing Activities (144,147) 300,000
--------- -------
Net decrease in cash and cash equivalents (469,111) (105,811)
Cash and cash equivalents,
beginning of period 958,810 204,647
--------- -------
Cash and cash equivalents,
end of period $ 489,699 $ 98,836
========= =======
See accompanying notes to condensed consolidated financial statements.
JLM COUTURE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
JANUARY 31, 2003 and 2002
(Unaudited)
Supplemental Disclosures of Cash Flow Information:
2003 2002
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Cash paid during the period for:
Interest $ 5,704 $ 9,830
======= ======
Income taxes 370,000 20,000
======= ======
See accompanying notes to condensed consolidated financial statements.
JLM COUTURE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The condensed consolidated balance sheet as of January 31,
2003 and the condensed consolidated statements of income and
cash flows for the three month periods ended January 31, 2003 and
2002 have been prepared by the Company, without audit. In the
opinion of management, all adjustments necessary to present fairly
the financial position, results of operations and cash flows, as of
January 31, 2003 and for all periods presented have been made. The
results of operations are not necessarily indicative of the results
to be expected for the full year.
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally
accepted accounting principles have been omitted. It is suggested
that these financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's
Form 10-KSB for its fiscal year ended October 31, 2002, which was
filed with the Securities and Exchange Commission.
Note 2. Inventories
Inventories are stated at the lower of cost (first-in, first-
out) or market and include material, labor and overhead.
Inventories consisted of the following:
January, 31, 2003
(Unaudited) October 31, 2002
----------------- ----------------
Raw materials $2,529,964 $2,782,515
Work-in-process 806,988 354,114
Finished goods 912,399 610,728
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$4,249,351 $3,747,357
========= =========
Raw materials are shown net of a $260,000 obsolescence reserve
at January 31, 2003 and October 31, 2002.
JLM COUTURE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 3. Goodwill
Effective November 1, 2002, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other
Intangible Assets. SFAS No. 142 requires that an intangible asset
with a definite life be amortized over its useful life and that
goodwill and intangible assets with indefinite lives are not to be
amortized but are to be evaluated for impairment. The Company will
be performing an impairment test in the current period.
The following pro-forma information reconciles net income
reported for the three month periods ended January 31, 2003 and
2002 to adjusted net income reflecting the adoption of SFAS No.
142.
Three Months Ended
January 31,
2003 2002
------ ------
Reported net income $200,505 $167,844
Addback: Goodwill
amortization - 3,521
Adjusted net income $200,505 $171,365
Basic income per share:
Reported net income $.10 $.08
Addback: Goodvill
amortization - -
Adjusted net income $.10 $.08
Diluted income per share:
Reported net income $.10 $.08
Addback: Goodwill
and amortization - -
Adjusted net income $.10 $.08
Note 4. Revolving Line of Credit
The Company has an available line of credit of up to
$1,250,000 with a financial institution. Borrowings are
collateralized by the Company's cash, accounts receivable,
securities, deposits and general intangibles. At January 31, 2003
and October 31, 2002, the Company had no outstanding balances under
the revolving line of credit.
JLM COUTURE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 5. Treasury Stock
During the three month period ended January 31, 2003, the
Company purchased 44,250 shares of Common Stock at a total cost of
$144,147. Treasury stock is reflected on the balance sheet as a
reduction of shareholders equity.
JLM COUTURE, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Critical Accounting Policies
----------------------------
The preparation of our consolidated financial statements in conformity
with accounting principles generally accepted in the United States
of America requires us to make estimates and judgments that affect
the reported amounts of assets and liabilities, net sales and
expenses, and the related disclosures. We base our estimates on
historical experience, our knowledge of economic and market factors
and various other assumptions that we believe to be reasonable
under the circumstances. Actual results may differ from these
estimates under different assumptions or conditions. We believe the
following critical accounting policies are affected by significant
estimates, assumptions and judgments used in the preparation of our
consolidated financial statements.
Allowances for Doubtful Accounts
--------------------------------
We maintain an allowance for doubtful accounts for losses that
we estimate will arise from our customers inability to make
required payments. We make our estimates of the uncollectability of
our accounts receivable by analyzing historical bad debts, specific
customer creditworthiness and current economic trends. At January
31, 2003 the allowance for doubtful accounts was $501,000 and at
October 31, 2002 it was $451,000.
Inventory Valuation
-------------------
We regularly assess the valuation of our inventories and write
down those inventories which are obsolete or in excess of our
forecasted usage to their estimated realizable value. Our estimates
of realizable value are based upon our analyses and assumptions
including, but not limited to, forecasted sales levels by product,
expected product lifecycle, product development plans and future
demand requirements. If market conditions are less favorable than
our forecasts or actual demand from our customers is lower than our
estimates, we may be required to record additional inventory write-
downs. If demand is higher than expected, we may sell our
inventories that had previously been written down. At January 31,
2003 and October 31, 2002 we maintained an obsolescence reserve of
$260,000.
JLM COUTURE, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
(Continued)
Impairment of Goodwill
----------------------
In determining the recoverability of goodwill, assumptions
must be made regarding estimated future cash flows and other
factors to determine the fair value of the asset. If these
estimates or their related assumptions change in the future, the
Company may be required to record charges not previously recorded.
Effective November 1, 2002, the Company adopted Statement of
Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets". Under the provisions of SFAS No. 142, the cost
of certain intangibles will no longer be subject to amortization
but was reviewed for potential impairment during the first six
months of Fiscal 2003 and on an annual basis thereafter. The
Company will be performing an impairment test in the current
period.
Results of Operations
---------------------
Three months ended January 31, 2003 as compared to three
months ended January 31, 2002.
For the first three months of the Company's fiscal year ending
October 31, 2003 ("Fiscal 2003"), revenues increased to $5,481,833
from $4,500,276, an increase of 21.8% over the same period a year
ago. This increase was due to increased market penetration of the
Company's products. Gross profit as a percentage of sales
increased to 41.0% from 40.3% as there were economies of scale
attributed to the higher volume. Net income was $200,505, an
increase of 19.5% from net income of $167,844 in the first three
months of fiscal 2002. Per share earnings for this period was
$0.10 per basic and diluted share, as compared to $0.08 last year.
Selling, general and administrative expenses as a percentage of
sales increased to 34.5% of sales as compared to 33.9%, as there
were increased marketing costs.
Liquidity and Capital Resources
-------------------------------
The Company's working capital increased to $6,971,793 at
January 31, 2003 from $6,803,455 at October 31, 2002. The
Company's current ratio decreased to 3.6 to 1 at January 31, 2003
from 4.4 to 1 at October 31, 2002.
During the three months ended January 31, 2002, the Company
used $319,067 of cash from operating activities, as compared to
using $395,170 during the year earlier period. The Company used
$5,897 for investing activities in the current year compared to
JLM COUTURE, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
(Continued)
using $10,641 a year ago. The Company used $144,147 from financing
activities, principally to purchase treasury stock as compared to
having been provided $300,000 of cash from financing activities
during the three months ended January 31, 2002 when the Company
drew down on its revolving credit facitily.
On December 22, 1998, the Company issued an executive of the
Company 200,000 shares of Common Stock at a price of $2.25 per
share, which was the fair value on the issuance date. The
executive executed a ten-year promissory note due to the Company in
the amount of $450,000, with $45,000 principal and accrued interest
payments due annually on December 22, until repaid. The promissory
note bears interest at 5% per annum. The outstanding principal and
interest balance at January 31, 2003 and October 31, 2002 was
$319,375 and $323,313 respectively. The annual principal payment
of $45,000 due on December 22, 2002 was paid.
Safe Harbor Statement
---------------------
Statements which are not historical facts, including
statements about the Company's confidence and strategies and its
expectations about new and existing products, technologies and
opportunities, market and industry segment growth, demand and
acceptance of new and existing products are forward looking
statements that involve risks and uncertainties. These include,
but are not limited to, product demand and market acceptance risks;
the impact of competitive products and pricing; the results of
financing efforts; the loss of any significant customers of any
business; the effect of the Company's accounting policies; the
effects of economic conditions and trade, legal, social, and
economic risks, such as import, licensing, and trade restrictions;
the results of the Company's business plan and the impact on the
Company of its relationship with its lenders.
Item 3. Controls and Procedures.
Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's
Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon the evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective. There were no significant
changes in the Company's internal controls or in other factors that
could significantly affect these controls subsequent to the date of
their evaluation.
PART II. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
3.1 Certificate of Incorporation of the Company, as
amended, incorporated by reference to Exhibit 3.1
of the Company's Annual Report on Form 10-KSB filed
for its fiscal year ended October 31, 1995.
3.2 By-Laws of the Company incorporated by reference to
Exhibit 3.03 of Registration Statement No. 33-10278
NY filed on Form S-18.
10.1 Amendment No. 1 dated August 14, 2001 to Employment
Agreement between the Company and Joseph L. Murphy
dated May 19, 1998 incorporated by reference to the
Company's Quarterly Report on Form 10-QSB for the
period ended July 31, 2001.
99.1 Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
99.2 Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
(b) Reports on Form 8-K.
None.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: March 19, 2003 JLM COUTURE, INC.,
Registrant
By:/s/Joseph L. Murphy
----------------------
Joseph L. Murphy
President (Authorized
officer and Principal
Financial Officer)
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph L. Murphy, certify that:
1. I have reviewed this annual report on Form 10-QSB of
JLM Couture, Inc.;
2. Based on my knowledge, this annual report does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and
other financial information included in this annual report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:
(a) designed such disclosure controls and procedures
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
annual report is being prepared;
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days prior
to the filling date of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
(a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls.
6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Date: March 19, 2003
/s/Joseph L. Murphy
-------------------------------------
Name: Joseph L. Murphy
Title: Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jerrold Walkenfeld, certify that:
1. I have reviewed this annual report on Form 10-QSB of
JLM Couture, Inc.;
2. Based on my knowledge, this annual report does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and
other financial information included in this annual report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:
(a) designed such disclosure controls and procedures
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
annual report is being prepared;
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days prior
to the filling date of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
(a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls.
6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Date: March 19, 2003
/s/Jerrold Walkenfeld
-----------------------------------
Name: Jerrold Walkenfeld
Title: Financial Accounting Officer
(Principal Financial Officer)