SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended May 30, 2009
OR
--
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-5109
MICROPAC INDUSTRIES, INC.
Delaware 75-1225149
------------------ -----------------------------------
(State of Incorporation) (IRS Employer Identification No.)
905 E. Walnut, Garland, Texas 75040
----------------------------- ------------------
(Address of Principal Executive Office)
(Zip Code)
Registrant's Telephone Number, including Area Code (972) 272-3571
------------------
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 |_|
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes |X| No |_|
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller reporting company |X|
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|
On July 14, 2009 there were 2,578,315 shares of Common Stock, $.10 par value
outstanding.
1
MICROPAC INDUSTRIES, INC.
FORM 10-Q
May 30, 2009
INDEX
PART I - FINANCIAL INFORMATION
--------------------------------
ITEM 1 - FINANCIAL STATEMENTS
Condensed Balance Sheets as of May 30, 2009 and November 30, 2008
Condensed Statements of Operations for the three and
six months ended May 30, 2009 and May 31, 2008
(unaudited)
Condensed Statements of Cash Flows for the six months
ended May 30, 2009 and May 31, 2008 (unaudited)
Notes to Condensed Financial Statements
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4 - CONTROLS AND PROCEDURES
PART II - OTHER INFORMATION
----------------------------
ITEM 1 - LEGAL PROCEEDINGS
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5 - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
2
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1 - FINANCIAL STATEMENTS
MICROPAC INDUSTRIES, INC.
CONDENSED BALANCE SHEETS
(Dollars in thousands)
ASSETS
(Unaudited)
CURRENT ASSETS 5/30/09 11/30/08
-------- --------
Cash and cash equivalents $ 7,295 $ 6,522
Receivables, net of allowance for doubtful accounts of 2,371 3,243
$ 89
Inventories:
Raw materials 2,155 2,368
Work-in process 2,769 2,696
-------- --------
Total Inventories 4,924 5,064
Prepaid expenses and other current assets 71 123
Deferred income tax 632 632
-------- --------
Total current assets 15,293 15,584
-------- --------
PROPERTY, PLANT AND EQUIPMENT, at cost:
Land 80 80
Buildings 498 498
Facility improvements 882 796
Machinery and equipment 6,521 6,488
Furniture and fixtures 623 603
-------- --------
Total property, plant, and equipment 8,604 8,465
Less accumulated depreciation (7,197) (7,069)
-------- --------
Net property, plant, and equipment 1,407 1,396
-------- --------
Total assets $ 16,700 $ 16,980
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 623 $ 1,169
Accrued compensation 390 631
Other accrued liabilities 149 310
Deferred revenue 417 204
Income taxes payable 247 94
-------- --------
Total current liabilities 1,826 2,408
-------- --------
DEFERRED INCOME TAXES 97 97
SHAREHOLDERS' EQUITY
Common stock, ($.10 par value), authorized 10,000,000 shares, 308 308
3,078,315 issued and 2,578,315 outstanding at May 30, 2009
and November 30, 2008
Paid-in capital 885 885
Treasury stock, 500,000 shares, at cost (1,250) (1,250)
Retained earnings 14,834 14,532
-------- --------
Total shareholders' equity 14,777 14,475
-------- --------
Total liabilities and shareholders' equity $ 16,700 $ 16,980
======== ========
See accompanying notes to financial statements.
3
MICROPAC INDUSTRIES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Dollars in thousands except share data)
(Unaudited)
Statement of Statement of
Operations Operations
For the three months For the six months
ended ended
05/30/09 05/31/08 05/30/09 05/31/08
----------- ----------- ----------- -----------
NET SALES $ 4,625 $ 4,597 $ 9,487 $ 8,782
COST AND EXPENSES:
Cost of goods sold (3,334) (3,189) (6,706) (6,102)
Research and development (154) (123) (235) (217)
Selling, general & administrative expenses (869) (812) (1,693) (1,592)
----------- ----------- ----------- -----------
Total cost and expenses (4,357) (4,124) (8,634) (7,911)
----------- ----------- ----------- -----------
OPERATING INCOME BEFORE INTEREST 268 473 853 871
AND INCOME TAXES
Interest income 8 23 22 92
----------- ----------- ----------- -----------
INCOME BEFORE TAXES $ 276 $ 496 $ 875 $ 963
Provision for taxes (99) (179) (315) (347)
----------- ----------- ----------- -----------
NET INCOME $ 177 $ 317 $ 560 $ 616
=========== =========== =========== ===========
NET INCOME PER SHARE, BASIC AND DILUTED $ .07 $ .12 $ .22 $ .24
DIVIDENDS PER SHARE $ 0 $ 0 $ .10 $ .10
WEIGHTED AVERAGE OF SHARES, Basic and diluted 2,578,315 2,578,315 2,578,315 2,578,315
See accompanying notes to financial statements.
4
MICROPAC INDUSTRIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
For six months ended
5/30/09 5/31/08
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 560 $ 616
Adjustments to reconcile net income to
cash from operating activities:
Depreciation and amortization 128 127
Gain on sale of equipment 0 (3)
Changes in current assets and liabilities:
Accounts receivable 872 (294)
Inventories 140 245
Prepaid expenses and other current assets 52 (44)
Deferred revenue 213 (236)
Accounts payable (546) 78
Accrued compensation (241) (158)
Other accrued liabilities (161) (20)
Income taxes payable 153 (62)
------- -------
Net cash provided by operating activities 1,170 249
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Changes in investments 0 1,517
Proceeds from sale of equipment 0 9
Additions to property, plant and equipment (139) (144)
------- -------
Net cash provided by (used in) investing activities (139) 1,382
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividend (258) (258)
------- -------
Net cash used in financing activities (258) (258)
------- -------
Net achange in cash and cash equivalents 773 1,373
Cash and Cash Equivalents at beginning of period 6,522 4,394
------- -------
Cash and Cash Equivalents at end of period $ 7,295 $ 5,767
======= =======
Supplemental Cash Flow Disclosure
Cash Paid For Income Taxes $ 162 $ 406
======= =======
See accompanying notes to financial statements.
5
MICROPAC INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1 BASIS OF PRESENTATION
In the opinion of management, the unaudited financial statements include all
adjustments (consisting of only normal, recurring adjustments) necessary to
present fairly the financial position as of May 30, 2009, the cash flows for the
six months ended May 30, 2009 and May 31, 2008, and the results of operations
for the three months and six months ended May 30, 2009 and May 31, 2008.
Unaudited financial statements are prepared on a basis substantially consistent
with those audited for the year ended November 30, 2008. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles in the United States
have been condensed or omitted pursuant to the rules and regulations promulgated
by the Securities and Exchange Commission. However, management believes that the
disclosures contained are adequate to make the information presented not
misleading.
Note 2 SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
----------------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of sales and expenses during
the reporting period. Actual results could differ from those estimates.
Revenue Recognition
-------------------
Revenues are recorded as deliveries are made based upon contract prices. Any
losses anticipated on fixed price contracts are provided for currently. Sales
are recorded net of sales returns, allowances and discounts.
Inventories
-----------
Inventories are stated at lower of cost or market value and include material,
labor and manufacturing overhead. All inventories are valued using the FIFO
(first-in, first-out) method of inventory valuation. The Company provides an
allowance for obsolete and overstocked inventory.
Income Taxes
------------
The Company accounts for income taxes using the asset and liability method.
Under this method the Company records deferred income taxes for the temporary
differences between the financial reporting basis and the tax basis of assets
and liabilities at enacted tax rates expected to be in effect when such amounts
are realized or settled. The resulting deferred tax liabilities and assets are
adjusted to reflect changes in tax law or rates in the period that includes the
enactment date.
Property, Plant, and Equipment
------------------------------
Property, plant, and equipment are carried at cost, and depreciation is provided
using the straight-line method at rates based upon the following estimated
useful lives (in years) of the assets:
Buildings.........................................................15
Facility improvements...........................................8-15
Machinery and equipment.........................................5-10
Furniture and fixtures...........................................5-8
Repairs and maintenance are charged against income when incurred. Improvements,
which extend the useful life of property, plant, and equipment are capitalized.
Research and Development Costs
------------------------------
Costs for the design and development of new products are expensed as incurred.
6
Note 3 RELATED PARTY TRANSACTIONS
Glast, Phillips & Murray, P.C. serves as the Company's legal counsel. Mr. James
K. Murphey, a director and member of the Company's audit committee, is a member
of Glast, Phillips & Murray, P.C.
Mr. Eugene Robinson, a director of the Company and member of the Company's audit
committee, provides advisory services to the Company. Mr. Robinson has been paid
$6,250 for the six months ended May 30, 2009.
Note 4 STOCK-BASED COMPENSATION
On March 1, 2001, the Company's shareholders approved the 2001 Employee Stock
Option Plan (the "Stock Plan"). As of May 30, 2009 there were 500,000 options
available to be granted. No options have been granted to date.
Note 5 COMMITMENTS
On June 1, 2008 the Company renewed an uncollateralized $3,000,000 line of
credit agreement with a bank for a term of two (2) years. The interest rate is
equal to the prime rate less 1/4%. The line of credit requires that the Company
maintain certain financial ratios. The financial covenants require the Company
to maintain a quick ratio of at least 1:1, maintain a tangible net worth of
$10,000,000 plus 75% of future net income, and maintain a total liabilities to
tangible net worth of less than 1.25:1. The Company is in compliance with these
covenants. The Company has not, to date, used any of the available line of
credit.
Note 6 EARNINGS PER COMMON SHARE
Basic and diluted earnings per share are computed based upon the weighted
average number of shares outstanding during the year. Diluted earnings per share
gives effect to all dilutive potential common shares. For the three and six
months ended May 30, 2009 and May 31, 2008, the Company had no dilutive
potential common stock.
Note 7 SHAREHOLDERS' EQUITY
On December 19, 2007, the Board of Directors of Micropac Industries, Inc.
approved the payment of a $.10 per share dividend to all shareholders of record
on January 25, 2008. The dividend payment was paid to shareholders on February
8, 2008.
On January 12, 2009 the Board of Directors of Micropac Industries, Inc. approved
the payment of a special dividend of $0.10 per share for shareholders of record
as of January 26, 2009. The dividend payment was paid to shareholders on
February 9, 2009.
7
MICROPAC INDUSTRIES, INC.
(Unaudited)
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Business
--------
Micropac Industries, Inc. (the "Company"), a Delaware corporation, manufactures
and distributes various types of hybrid microelectronic circuits, solid state
relays, power operational amplifiers, and optoelectronic components and
assemblies. The Company's products are used as components in a broad range of
military, space and industrial systems, including aircraft instrumentation and
navigation systems, power supplies, electronic controls, computers, medical
devices, and high-temperature (200o C) products. The Company's products are
either custom (being application specific circuits designed and manufactured to
meet the particular requirements of a single customer) or standard, proprietary
components such as catalog items.
The Company's facilities are certified and qualified by Defense Supply Center
Columbus (DSCC) to MIL-PRF-38534 (class K-space level), MIL-PRF-19500 JANS
(space level), and MIL-PRF-28750 (class K space level) and is certified to ISO
9001-2002. Micropac is a NASA core supplier, and is registered to
AS9100-Aerospace Industry standard for supplier certification.
The Company's core technology is the packaging and interconnect of miniature
electronic components, utilizing thick film and thin film substrates, and
forming microelectronics circuits. Other technologies include light emitting and
light sensitive materials and products, including light emitting diodes and
silicon phototransistors used in the Company's optoelectronic components and
assemblies.
Results of Operations
---------------------
Three months ended Six months ended
5/30/2009 5/31/2008 5/30/2009 5/31/2008
--------- --------- --------- ---------
NET SALES 100.0% 100.0% 100.0% 100.0%
COST AND EXPENSES:
Cost of Goods Sold 72.1% 69.4% 70.7% 69.5%
Research and development 3.3% 2.7% 2.5% 2.5%
Selling, general & administrative expensese 18.8% 17.6% 17.8% 18.1%
Total cost and expenses 94.2% 89.7% 91.0% 90.1%
OPERATING INCOME BEFORE INTEREST 5.8% 10.3% 9.0% 9.9%
AND INCOME TAXES
Interest income .2% .5% .2% 1.1%
INCOME BEFORE TAXES 6.0% 10.8% 9.2% 11.0%
Provision for taxes 2.1% 4.1% 3.3% 4.2%
NET INCOME 3.9% 6.7% 5.9% 6.8%
Sales for the second quarter and six months ended May 30, 2009 totaled
$4,625,000 and $9,487,000, respectively. Sales for the second quarter increased
0.6% or $28,000 above sales for the same period of 2008, while sales for the
first six months of 2009 increased 8.0% or $705,000 above the first six months
of 2008. Sales were 13% in the commercial market, 52% in the military market,
and 35% in the space market for the six months ending May 30, 2009. The major
increase in sales was in the microcircuit space level products offset with a
decrease in sales to international customers and optoelectronic products through
the distribution channels.
Cost of goods sold for the second quarter 2009 versus 2008 totaled 72.1% and
69.4% of net sales, respectively, while cost of goods sold for the six months
ended May 30, 2009 versus May 31, 2008 totaled 70.7% and 69.5%, respectively.
8
The cost of goods sold increase is attributable to changes in product mix. The
increase in cost of goods sold resulted from an overall lower sales volume of
optoelectronic products and lower sales to international customers with some
offset with the increase in the microcircuit space level products.
Selling, general and administrative expenses for the second quarter and first
six months of 2009 totaled 18.8% and 17.8% of net sales, respectively, compared
to 17.6% and 18.1% for the same periods in 2008. In actual dollars expensed,
selling, general and administrative expenses increased $101,000 for the first
six months of 2009, versus 2008. The majority of the increase was associated
with a cost of living adjustment and associated employment taxes and benefits.
Net income for the second quarter and year to date 2009 totaled $177,000 and
$560,000, respectively, compared to $317,000 and $616,000 for the comparable
periods in 2008. Net income per share totaled $.22 and $.24 for the comparable
six months of 2009 and 2008, respectively.
Liquidity and Capital Resources
-------------------------------
Cash and short-term investments as of May 30, 2009 totaled $7,295,000 compared
to $6,522,000 on November 30, 2008, an increase of $773,000. Cash flow from
operations was $1,170,000 for the first six months offset by a cash dividend of
$258,000 and $139,000 invested in automated production equipment and facility
improvements.
The increase is cash provided by operations was primarily attributable cash from
operations of $688,000, a decrease in inventory of $140,000, accounts receivable
decrease of $872,000, decrease in prepaid expense of $52,000, an increase in
deferred revenue of $213,000, an increase of $153,000 in provision for income
taxes offset by use of cash with a decrease in accounts payable of $546,000, a
decrease of $241,000 in accrued payroll, and a decrease of $161,000 in other
accrued liabilities.
On June 1, 2008 the Company renewed an uncollateralized $3,000,000 line of
credit agreement with a bank. The interest rate is equal to the prime rate less
1/4%. The line of credit requires that the Company maintain certain financial
ratios. The financial covenants require the Company to maintain a quick ratio of
at least 1:1, maintain a tangible net worth of $10,000,000 plus 75% of future
net income, and maintain a total liabilities to tangible net worth of less than
1.25:1. The Company is in compliance with these covenants. The Company has not,
to date, used any of the available line of credit.
The Company expects to generate adequate amounts of cash from the sale of
products and services and the collection thereof to meet its liquidity needs.
Outlook
-------
New orders for the second quarter and year-to-date 2009 totaled $4,285,000 and
$7,298,000, respectively, compared to $4,891,000 and $9,733,000 for the
comparable periods of 2008 or a decrease of 12.4% and 25.0% respectively. The
decrease in new orders is associated with lower orders from international
customers and the delay of two military contracts. The two military contracts
are expected to be placed in the 3rd quarter of 2009.
Backlog totaled $7,502,000 on May 30, 2009 compared to $11,871,000 as of May 31,
2008 and $9,723,000 on November 30, 2008. The majority of the backlog is
expected to be shipped in the next twelve (12) months and represents a good mix
of the company's products and technologies with 7% in the commercial market, 59%
in the military market, and 34% in the space market compared to 8% in the
commercial market, 47% in the military market, and 45% in the space market at
May 31, 2008.
The Company cannot assure that the results of operations for the interim period
presented are indicative of total results for the entire year due to
fluctuations in customer delivery schedules, or other factors over which the
Company has no control.
Cautionary Statement
--------------------
This Form 10-Q contains forward-looking statements that are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Actual results could differ materially. Investors are warned that
forward-looking statements involve risks and unknown factors including, but not
limited to, customer cancellation or rescheduling of orders, problems affecting
delivery of vendor-supplied raw materials and components, unanticipated
manufacturing problems and availability of direct labor resources.
Such risks and uncertainties include, but are not limited to historical
volatility and cyclicality of the semiconductor and semiconductor capital
equipment markets that are subject to significant and often rapid increases and
decreases in demand. In addition, the Company produces silicon phototransistors
and light emitting diode die for use in certain military, standard and custom
products. Fabrication efforts sometimes may not result in successful results,
limiting the availability of these components. Competitors offer commercial
level alternatives and our customers may purchase our competitors' products if
the Company is not able to manufacture the products using these technologies to
meet the customer demands. Approximately $879,000 of the Company's backlog is
dependent on these semiconductors.
9
The Company disclaims any responsibility to update the forward-looking
statements contained herein, except as may be required by law.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
Not applicable
ITEM 4. CONTROLS AND PROCEDURES
-----------------------
(a) Evaluation of disclosure controls and procedures.
The Chief Executive Officer and Chief Financial Officer of the Company
evaluated the Company's disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15 (e) as of May 30, 2009 and, based on this
evaluation, concluded that the Company's disclosure controls and
procedures are functioning in an effective manner to ensure that the
information required to be disclosed by the Company in the reports that
it files or submits under the Exchange Act, is recorded, processed,
summarized and reported, within the time periods specified in the SEC's
rules and forms. .
(b) Changes in internal controls.
There has been no change in the Company's internal control over
financial reporting that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over
financial reporting during the three-month period ended May 30, 2009.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
-----------------
The Company is not involved in any material current or pending
legal proceedings.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
-----------------------------------------------------------
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None
ITEM 5. OTHER INFORMATION
-----------------
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
31.1 Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes- Oxley Act of 2002
31.2 Certification of Chief Accounting Officer pursuant to
Section 302 of the Sarbanes- Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18
U.S.C. section 1350, as adopted pursuant to section 906
of the Sarbanes-Oxley act of 2002.
10
32.2 Certification of Chief Accounting Officer 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
Effective October 10, 2007, the Company's majority
shareholder, Mr. Heinz-Werner Hempel, transferred all of the
shares of the Company's common stock, $.10 par value and
consisting of 1,952.577 shares to "Micropac Industries, Inc."
Vermoegensverwaltungsgesellschaft buergerlichen Rechts. This
Partnership is composed of Mr. Hempel, his son and his
daughter. As the consideration for this transfer, Mr. Hempel
received a 99.98% share in this partnership and retains the
sole voting and management control. His son and daughter each
own 0.01% in this Partnership.
On December 19, 2007, the Board of Directors of Micropac
Industries, Inc. approved the payment of a $.10 per share
dividend to all shareholders of record on January 25, 2008.
The dividend payment was paid to shareholders on February 8,
2008.
On January 23, 2008, Mr. Nadolsky announced his plan not to
run for re-election as a Director and Chairman of the Board of
Micropac Industries, Inc. (the "Company") due to health
reasons. Mr. Nadolsky continued to serve in such positions
until the Company's Annual Shareholder Meeting held on March
7, 2008.
On October 15, 2008, the Board of Directors elected Mr. Eugene
A. Robinson, 69, as a director to the board.
On January 12, 2009 the Board of Directors of Micropac
Industries, Inc. approved the payment of a special dividend of
$0.10 per share for shareholders of record as of January 26,
2009. The dividend payment was paid to shareholders on
February 09, 2009.
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 duly authorized.
MICROPAC INDUSTRIES, INC.
July 14, 2009 /s/ Mark King
------------- -------------
Date Mark King
Chief Executive Officer
July 14, 2009 /s/ Patrick Cefalu
------------- ------------------
Date Patrick Cefalu
Chief Financial Officer
11