SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2005
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the transition period from __________to__________
Commission File No. 05-62411
Henry Bros. Electronics, Inc.
(Name of small business issuer as specified in its charter)
Delaware 22-3690168
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
280 Midland Avenue
Saddle Brook, New Jersey 07663
(address of principal executive offices) (Zip Code)
Issuer's Telephone number, including area code: (201) 794-6500
Diversified Security Solutions, Inc.
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether Issuer (1) filed all reports required to be filed by Section 13 or
15 (d) of the Exchange Act during the past 12 months (or for such shorter period
that the issuer was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Number of shares outstanding of the issuer's Common Stock:
Class: Outstanding as of August 11, 2004,
Common stock, $.01 par value 5,739,398
Henry Bros. Electronics, Inc. and Subsidiaries
INDEX
Part I Financial Information Page
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2005 (Unaudited) and
December 31, 2004 (Audited).........................................................................2
Consolidated Statements of Operations for the six and three months
ended June 30, 2005 (Unaudited) and June 30, 2004 (Unaudited).......................................3
Consolidated Statements of Cash Flows for the six months ended
June 30, 2005 (Unaudited) and June 30, 2004 (Unaudited).............................................4
Notes to Financial Statements.....................................................................5-7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................................................8-10
Item 3. Controls and Procedures.........................................................................10-11
Part II Other Information
Item 1. Legal Proceedings..................................................................................11
Item 2. Change in Securities...............................................................................11
Item 3. Defaults Upon Senior Securities....................................................................11
Item 4. Submission of Matters to a Vote of Security Holders................................................11
Item 5. Other Information..................................................................................11
Item 6. Exhibits and Reports on Form 8-K ..................................................................12
SIGNATURES.......................................................................................................13
CERTIFICATIONS................................................................................................14-20
1
Part 1. Financial Statements
HENRY BROS. ELECTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Unaudited Audited
June 30, December 31,
ASSETS 2005 2004
---- ----
CURRENT ASSETS
Cash and cash equivalents $1,439,737 $3,154,972
Accounts receivable-net of allowance for doubtful accounts- $488,000 in 2005
and $357,500 in 2004 10,814,484 9,035,460
Inventory 956,793 874,575
Costs in excess of billings and estimated profits 2,823,145 2,584,922
Deferred tax asset 1,113,357 1,011,263
Prepaid expenses and income tax receivable 336,843 470,397
Other assets 48,068 47,830
------------- --------------
Total current assets 17,532,427 17,179,419
PROPERTY AND EQUIPMENT - net of accumulated depreciation of $1,191,551
in 2005 and $1,383,703 in 2004 1,164,332 1,301,428
GOODWILL 2,134,344 2,134,344
INTANGIBLE ASSETS - net of accumulated amortization of $381,271 in 2005
and $310,491 in 2004 1,121,072 1,191,852
DEFERRED TAX ASSET 386,979 742,070
OTHER ASSETS 782,111 539,307
------------- --------------
TOTAL ASSETS $23,121,265 $23,088,419
============= ==============
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $3,334,479 $3,337,310
Accrued taxes and expenses 1,620,528 1,833,934
Billings in excess of costs and estimated profits 1,392,723 1,351,298
Deferred income 42,494 42,494
Current portion of long term debt 188,590 1,394,809
Deferred tax liability 16,199 32,398
------------- --------------
Total current liabilities 6,697,107 7,992,243
LONG-TERM DEBT, LESS CURRENT PORTION 1,102,699 168,989
DEFERRED TAX LIABILITY 230,602 188,163
------------- --------------
TOTAL LIABILITIES 8,030,408 8,349,395
------------- --------------
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value; 10,000,000 shares authorized; no shares issued -- --
Common stock, $.01 par value; 10,000,000 shares authorized;
5,739,398 shares issued and outstanding in 2005 and 2004 57,394 57,394
Additional paid in capital 16,906,029 16,602,366
Deferred compensation (396,937) (178,942)
Accumulated deficit (1,373,535) (1,741,794)
------------- --------------
TOTAL EQUITY 15,192,951 14,739,024
------------- --------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $23,121,265 $23,088,419
============= ==============
The accompanying notes are an integral part of these statements
2
HENRY BROS. ELECTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
Six months ended Three months ended
June 30, June 30,
2005 2004 2005 2004
---- ---- ---- ----
Revenue $18,811,900 $12,191,983 $10,198,826 $6,524,490
Cost of revenue 13,733,970 9,384,475 7,304,677 4,995,689
------------ ------------ ------------ -----------
Gross profit 5,077,930 2,807,508 2,894,149 1,528,801
------------ ------------ ------------ -----------
Operating Expenses:
Selling general & administrative expenses 4,354,545 3,026,223 2,303,795 1,599,389
------------ ------------ ------------ -----------
Operating profit (loss) 723,385 (218,715) 590,354 (70,588)
------------ ------------ ------------ -----------
Interest income 9,406 3,404 5,663 1,879
Other Expense (3,780) -- (3,780) --
Interest (expense) (40,677) (49,019) (20,856) (24,211)
------------ ------------ ------------ -----------
Net income (loss) before tax expense (benefit) 688,334 (264,330) 571,381 (92,920)
Tax expense (benefit) 320,075 (108,375) 265,409 (38,097)
------------ ------------ ------------ -----------
Net income (loss) after taxes $368,259 ($155,955) $305,972 ($54,823)
============ ============ ============ ===========
BASIC EARNINGS (LOSS) PER COMMON SHARE:
Basic Profit (Loss) Per Common Share $0.06 ($0.03) $0.05 ($0.01)
============ ============ ============ ===========
Weighted Average Common Shares 5,739,398 5,143,908 5,739,398 5,157,129
============ ============ ============ ===========
DILUTED EARNINGS (LOSS) PER COMMON SHARE:
Diluted Profit (Loss) Per Common Share: $0.06 ($0.03) $0.05 ($0.01)
============ ============ ============ ==============
Weighted Average Diluted Common Shares 5,739,398 5,143,908 5,739,398 5,157,129
============ ============ ============ ==============
The accompanying notes are an integral part of these statements.
3
HENRY BROS. ELECTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
For the six months ended
June 30, June 30,
2005 2004
---- ----
Cash flows from operating activities:
Net income (loss) $368,259 ($155,955)
Adjustments to reconcile net income (loss) from operations
to net cash provide by (used in) operating activities:
Depreciation and amortization 321,013 259,672
Bad debt expense 130,500 90,000
Stock option expense 85,668 18,707
Deferred income taxes (252,997) (108,375)
Changes in operating assets and liabilities:
Accounts receivable (1,648,524) (873,015)
Inventories (82,218) (125,285)
Costs in excess of billings and estimated profits (238,223) (184,332)
Other assets (243,042) (214,620)
Prepaid Expenses and income tax receivable (133,554) (138,807)
Accounts payable 2,831 646,494
Accrued expenses 213,406 49,362
Billings in excess of cost and estimated profits 41,425 902,980
Customers deposits 15,860 53,438
Deferred Income 26,239 (3,712)
------------ ------------
Net cash (used in) from operating activities (1,393,357) 216,552
------------ ------------
Cash flows from investing activities:
Purchase of business, net of cash acquired -- (166,875)
Purchase of property and equipment (55,056) (49,053)
------------ ------------
Cash proceeds from (used for) investing activities (55,056) (215,928)
------------ ------------
Cash flows from financing activities:
Net (payments) proceeds from revolving bank lines (149,473) --
Proceeds from issuance of common stock - net of fees -- 63,799
Payments of other bank debt (80,895) (320,148)
Capitalized lease payments (36,454) --
Payment of loan payable to owner of acquired company -- (100,000)
------------ ------------
Cash (used) and proceeds in financing activities (266,822) (356,349)
------------ ------------
Increase (decrease) in cash and cash equivalents (1,715,235) (355,725)
Cash and cash equivalents - beginning of period 3,154,972 1,927,416
------------ ------------
Cash and cash equivalents - end of period $1,439,737 $1,571,691
============ ============
Supplemental disclosure of cash flow information:
Amount paid for the period for:
Interest $40,677 $49,562
Taxes $320,075 $1,600
Non-cash investing and financing activities:
Equipment financed -- $127,371
Issuance of stock to acquire businesses -- $266,400
Value of stock options issued to employees $303,663 $219,898
The accompanying notes are an integral part of the financial statements
4
1. Basis of Presentation
Henry Bros. Electronics, Inc., the ("Company") (formally Diversified
Security Solutions, Inc.) and its subsidiaries, are systems integrators
providing design, installation and support services for a wide variety of
security, communications and control systems. The Company specializes in turnkey
systems that integrate many different technologies. Systems are customized to
meet the specific needs of its customers. The Company markets nationwide with an
emphasis in the New York, Dallas, Phoenix and Southern California metropolitan
areas. Customers are primarily medium and large businesses and governmental
agencies. The Company derives a majority of its sales from project installations
and to a smaller extent, maintenance service revenue. In April of 2004, the
Company completed its acquisition of Airorlite Communication's, Inc.
("Airorlite"). Airorlite specializes in the design, manufacturing and
maintaining wireless communications equipment used to enhance and extend
emergency radio frequency services and cellular communication for both fixed and
mobile applications. The table below shows the sales percentages by geographic
location for the six months ended June 30, 2005 and 2004 as follows:
Six Months
Ended June 30,
--------------
2005 2004
---- ----
New Jersey/ New York 59% 38%
California 24 35
Texas 9 14
Arizona 5 7
---- ----
Total integration 97 94
Specialty products and services 3 6
---- ----
Total 100% 100%
==== ====
The Company's headquarters are located in Saddle Brook, New Jersey.
Sales and service facilities are located near the Dallas Fort Worth Airport,
Phoenix Arizona Airport, three facilities in the New York City metropolitan area
( two in Saddle Brook, New Jersey), and Fullerton, California. During the third
quarter of 2003, the Company's subsidiary, Viscom Products ("Viscom"),
restructured it operations to begin outsourcing the manufacturing of it products
to a third party. Viscom will continue to sell product and support existing
warranties.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the
United States of America for interim financial information. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles in the United States for full year financial statements.
In the opinion of management, all adjustments considered necessary for a fair
presentation have been included and are of a normal, recurring nature. Operating
results for the three month and six month period ended June 30, 2005, are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2005. These consolidated financial statements should be read in
conjunction with the consolidated financial statements and the notes thereto
that are included in the Company's Annual Report on Form 10-KSB for the fiscal
period ended December 31, 2004.
5
2. Net Income (Loss) Per Share
The computation of basic earnings (loss) per share is based upon the
weighted average number of shares of common stock outstanding during the period.
The computation of diluted earnings per share includes the dilutive effects of
common stock equivalents of options and warrants.
3. Stock Based Compensation
In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock
Based Compensation- Transition and Disclosure". SFAS No. 148 provides
alternative methods of transitions to SFAS No 123's fair value method of
accounting for stock based employee compensation, but does not require companies
to use fair value method. It also amends the disclosure provisions of SFAS No.
123 and APB No.25 to require, in the summary of significant policies, the effect
of an entity's accounting policy with respect to stock based employee
compensation on reported net income and earnings per share in annual and interim
financial statements. The provision of this statement is effective for fiscal
years ending after December 15, 2002, and interim reporting periods beginning
after December 15, 2002. Accordingly, the fair value of all options granted on
and after January 1, 2003 is to be charged against income over the vesting
period. For the six months ended June 30, 2005, the Company charged $18,707 of
options granted subsequent to January 1, 2003 against 2005 earnings. Those
issued prior to adoption are accounted for under the intrinsic value method in
accordance with APB No. 25. The Company adopted the perspective method as
permitted by SFAS No. 148 on January 1, 2003.
Based upon the fair value method to measure compensation expense, the
Company's proforma effects for the three and six months ended June 30, 2005 and
2004 is as follows:
For The Six For The Three
Months Ended June 30 Months Ended June 30
2005 2004 2005 2004
---- ---- ---- ----
Net Income (Loss) as reported $368,259 ($155,955) $305,972 ($54,823)
========= ========== ========= =========
Stock based- employee compensation
expense included in reported net income
(loss), net of related tax expense 45,832 7,670 21,655 7,670
Total stock-based employee compensation
expense determined under fair valued based,
net of related tax effects (49,099) (11,216) (23,288) (7,797)
-------- -------- -------- -------
Pro forma net Income/(Loss) $364,993 ($159,501) $304,339 ($54,950)
========= ========== ========= =========
Earnings/(Loss) per share:
Basic and diluted - as reported $0.06 ($0.03) $0.05 ($0.01)
====== ======= ====== =======
Basic and diluted - proforma $0.06 ($0.03) $0.05 ($0.01)
====== ======= ====== =======
6
4. Segment Data
Selected information by business segment is presented in the following
tables:
Six months ended Three months ended
June 30, June 30,
Revenue 2005 2004 2005 2004
------- ---- ---- ---- ----
Integration $18,056,387 $11,465,377 $ 9,629,729 $5,797,884
Specialty Products and Services 755,513 726,606 569,097 726,606
----------- ----------- ----------- ----------
Total $18,811,900 $12,191,983 $10,198,826 $6,524,490
=========== =========== =========== ==========
Six months ended Three months ended
June 30, June 30,
Operating Profit (Loss) 2005 2004 2004 2004
----------------------- ---- ---- ---- ----
Integration $ 1,811,745 $ 290,105 $ 1,009,379 ($2,808)
Specialty Products and Services (322,362) 112,487 40,217 254,220
Corporate (765,998) (621,307) (459,242) (322,000)
----------- ----------- ----------- ----------
Total $ 723,385 ($218,715) $ 590,354 ($70,588)
=========== =========== =========== ==========
June 30,
Total Assets 2005 2004
------------ ---- ----
Integration $17,778,352 $17,643,412
Specialty Products and Services 2,583,860 2,583,860
Corporate 2,861,147 2,861,147
------------ -----------
Total $ 23,223,359 $23,088,419
============ ===========
5. Subsequent Event
On August 3, 2005 the Company obtained shareholder approval and file an
amendment to its Certificate of Incorporation changing its name from Diversified
Security Solutions, Inc. to Henry Bros. Electronics, Inc.
6. Contingent Liabilities
From time to time, the Company is subject to various claims with
respect to matters arising out of the normal course of business. In management's
opinion, none of these claims is likely to have a material affect on the
Company's financial statements.
7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Six Months Ended June 30, 2005 and June 30, 2004
Sales - Sales for the six months ended June 30, 2005 were $18,811,900
representing an increase of $6,619,917 or 54% as compared to $12,191,983 for
the six months ended June 30, 2004. This increase is principally related to the
Integration business. Each of the Company's four regions experienced significant
sales growth during the six months ended June 30, 2005 as compared to the June
30, 2004 period. The Company backlog as of June 30, 2005 is $16,975,381.
Cost of Sales - Cost of sales for the six months ended June 30, 2005
was $13,733,970 as compared to $9,384,475 for the six months ended June 30,
2004. The gross profit margin for the six months ended June 30, 2005 was 27.0%
as compared to 23.0% for the six months ended June 30, 2004. The improved gross
profit percentage is due in part to lower material and contract labor costs as a
percentage of sales in the 2005 period versus the 2004 period.
Selling, General and Administrative Expenses - Selling, general and
administrative expense was $4,354,545 for the six months ended June 30, 2005 as
compared to $3,026,223 for the six months ended June 30, 2004. This increase of
43.9% or $1,328,322 was primarily attributed to increased cost associated with
headcount of approximately $1,199,000 related to revenue growth.
Interest Income - Interest income for the six months ended June 30,
2005 was $9,406 as compared to $3,404 for six months ended June 30, 2004.
Interest Expense - Interest expense for the six months ended June 30,
2005 was $40,677 as compared to $49,019 for the six months ended June 30, 2004.
The decrease of $8,342 is due to having a lower average debt balance for the six
months ended June 30, 2005 of $1,520,513 versus $2,076,333 for the three months
ended June 30, 2004.
Three Months Ended June 30, 2005 and June 30, 2004
Sales - Sales for the three months ended June 30, 2005 were
$10,198,826 representing an increase of $3,674,336 or 56.3% as compared to
$6,524,490 for the three months ended June 30, 2004. The New Jersey region was
the primary contributor to the sales growth of the company during the three
months ended June 30, 2005 as compared to the June 30, 2004 period as the region
benefited from a strong demand for its services in the public transportation
market.
Cost of Sales - Cost of sales for the three months ended June 30, 2005
was $7,304,677 as compared to $4,995,689 for the three months ended June 30,
2004. The gross profit margin for the three months ended June 30, 2005 was
28.4% as compared to 23.4% for the three months ended June 30, 2004. We
attribute this 5.0% increase in the gross profit margin to improved cost
control in all of the Company`s regions.
Selling, General and Administrative Expenses - Selling, general and
administrative expenses were $2,303,795 for the three months ended June 30, 2005
as compared to $1,599,389 for the three months ended June 30, 2004. This
increase of 44.0% or $704,406 was due to hiring additional employees.
8
Interest Income - Interest income for the three months ended June 30,
2005 was $5,663 as compared to $1,879 for three months ended June 30, 2004. This
was an increase of $3,784.
Interest Expense - Interest expense for the three months ended June 30,
2005 was $20,856 as compared to $24,211 for the three months ended June 30,
2004. The average debt balance for the three months ended June 30, 2005 was
$1,391,328 as compared to $2,192,489 for the three months ended June 30, 2004.
Liquidity and Capital Resources - As of June 30, 2005, we had cash and
cash equivalents of $1,439,737. On June 30, 2005, Diversified Security Solutions
Inc. (the "Company") entered into a loan agreement (the "Loan Agreement") with
Hudson United Bank ("Hudson") pursuant to which Hudson extended a four million
dollar two-year credit facility (the "Revolving Loan"), to the Company and
refinanced one million dollars of existing debt into a five year term loan (the
"Term Loan").
The Revolving Loan
Pursuant to the Loan Agreement, and so long as no Default or Event of
Default exists, the Company can request advances under the Revolving Loan.
Beginning on August 1, 2005, and continuing every month thereafter until the
termination date of the Revolving Loan, provided that no event of default has
occurred, the Company shall pay all accrued but unpaid interest only at an
interest rate equal to the floating commercial loan rate of Hudson announced by
it from time to time at its prime rate. The entire accrued and unpaid interest
thereon and all fees and other amounts payable under the loan agreement and loan
documents with Hudson shall be due and payable in full on May 1, 2007 unless it
is terminated sooner as a result of an event of default.
The proceeds of advances under the Revolving Loan shall be used by the
Company for working capital and acquisition financing.
The Term Loan
Beginning on July 30, 2005 and continuing every month thereafter, the
Company shall repay the Term Loan in sixty equal consecutive monthly
installments of principal and interest of $19,729.65 until June 30, 2010 unless
it is terminated sooner as a result of an event of default at which time the
entire unpaid principal balance of the Term Loan together with all accrued but
unpaid interest shall be immediately due and payable. The Term Loan Interest
Rate is 6.75%.
The proceeds of advances under the Term Loan were used by the Company
solely to refinance existing indebtedness to Hudson.
During the six months ended June 30, 2005, net cash used in operating
activities was $1,482,942 due in large part to the increase in our accounts
receivable resulting from our growth in sales. We purchased property and
equipment of $55,056 and reduced out debt by $272,501. Our working capital
requirements have grown and as a result, our cash and cash equivalents have
significantly decreased over the last few years.
On July 28, 2004, the Company completed a $3,300,000 private placement
of its common stock to certain qualified institutional investors, which netted
the Company approximately $3,000,000 after expenses. We believe that our current
cash and available lines of credit should be
9
sufficient to meet our capital requirements for the next twelve months. However,
we may seek additional equity and or debt financing as our operations continue
to grow.
Critical Accounting Policies
Disclosure of the Company's significant accounting policies is included
in Note 1 to the consolidated financial statements of the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2004. Some of these
policies require management to make estimates and assumptions that may affect
the reported amounts in the Company's financial statement.
Forward Looking Statements
When used in this discussion, the words "believes", "anticipates",
"contemplated", "expects", or similar expressions are intended to identify
forward looking statements. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected. Those risks and uncertainties include changes in interest rates, the
ability to control costs and expenses, significant variations in recognized
revenue due to customer caused delays in installations, cancellations of
contracts by our customers, and general economic conditions which could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. The Company undertakes no obligation to publicly
release the results of any revisions to those forward looking statements that
may be made to reflect events or circumstances after this date or to reflect the
occurrence of unanticipated events.
Item 3. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15 under the Securities and Exchange Act of 1934
as amended, 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, Chief Operating Officer and Chief Financial Officer, of
the design and operation of the Company's disclosure controls and procedures as
defined under Rule 13a-15(e) under the Securities Exchange Act of 1934 as of the
end of the period covered by this report. Based upon that evaluation, the
Company's Chief Executive Officer, Chief Operating Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures
(i) are effective in timely alerting them to material information
relating to the Company (including its consolidated
subsidiaries) required to be included in the Company's periodic
SEC filings;
(ii) are designed to ensure that information required to be disclosed
by the Company in the reports that it files or submits under the
Securities and Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the
Commission's rules and forms; and
(iii) include controls and procedures designed to ensure that
information required to be disclosed by the Company in the
reports that it files or submits under the Security Exchange Act
is accumulated and communicated to the Company's
10
management, including its principal executive and principal
financial officers or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
(b) Change in Internal Controls over Financial Reporting
As required by Rule 13a-15(d), the company's executive management including the
Chief Executive Officer, the Chief Operating officer and the Chief Financial
Officer, also conducted an evaluation of the Company's internal control over
financial reporting to determine whether any change occurred during the
Company's last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting. Based on that evaluation, there have been no changes in the Company's
internal control over financial reporting during the fiscal quarter covered by
this report that have materially affected, or are reasonably likely to
materially affect our internal controls over financial reporting.
Part II - Other Information
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
11
Item 6. Exhibits and Report on Form 8-K
(a) Exhibits
Number Description
31.1 Rule 13a-14(a) 15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a) 15d-14(a) Certification of Chief Operating Officer
31.3 Rule 13a-14(a) 15d-14(a) Certification of Chief Financial Officer
32 Section 1350 Certification
(b) Reports on Form 8-K
On April 15, 2005, the Company filed and 8-K reporting an Item
5.02 Event regarding resignation of its Chief Financial Officer
On May 9, 2005, the Company filed and 8-K reporting an Item 2.02
Event reporting that it issued a press release announcing the Company's
financial results for the quarter ended March 31, 2005.
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.
Date: August 11, 2005 /s/ JAMES E. HENRY
------------------
James E. Henry
Chairman, Chief Executive Officer,
Treasurer and Director
Date: August 11, 2005 /s/ IRVIN F. WITCOSKY
---------------------
Irvin F. Witcosky
Chief Operating Officer, President,
and Director
Date: August 11, 2005 /s/ PHILIP A. TIMPANARO
-----------------------
Philip A. Timpanaro
Chief Financial Officer
13