U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
X Quarterly report under Section 13 or 15(d) of the Securities
--------- Exchange Act of 1934
For the quarterly period ended March 31,2005
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_______ Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from __________ to ___________
Commission File Number 1-10526
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UNITED-GUARDIAN, INC.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 11-1719724
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
230 Marcus Boulevard., Hauppauge, New York 11788
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(Address of Principal Executive Offices)
(631) 273-0900
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(Issuer'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) 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 Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
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Cover Page 1 of 2 Pages
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check whether the Company filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes _________ No ____________
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
4,932,539
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Cover Page 2 of 2 Pages
UNITED-GUARDIAN, INC.
INDEX
Page No.
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Part I. FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Statements of Income -
Three Months Ended March 31, 2005 and 2004............. 2
Consolidated Balance Sheets -
March 31, 2005 and December 31, 2004................... 3-4
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2005 and 2004............. 5
Consolidated Notes to Financial Statements.............. 6-9
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations............ 9-12
Item 3 - Controls and Procedures................................... 12-13
Part II. OTHER INFORMATION
Item 1 - Legal Proceedings.......................................... 13
Item 2 - Changes in Securities and Use of Proceeds.................. 13
Item 3 - Defaults Upon Senior Securities............................ 13
Item 4 - Submission of Matters to a Vote of Security Holders........ 13
Item 5 - Other Information.......................................... 13
Item 6 - Exhibits and Reports On Form 8-K........................... 13
Signatures............................................................. 14
1
Part I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
UNITED-GUARDIAN, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
2005 2004
------ ------
Revenue:
Net sales $ 3,880,117 $ 2,967,103
---------- ----------
Costs and expenses:
Cost of sales 1,768,767 1,273,260
Operating expenses 668,693 645,851
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2,437,460 1,919,111
---------- ----------
Income from operations 1,442,657 1,047,992
Other income (expense):
Investment income 66,339 57,092
Loss on sale of marketable securities (114,231) -
Other (48) (17)
--------- ----------
Income before income taxes 1,394,717 1,105,067
Provision for income taxes 539,000 395,200
--------- ---------
Net income $ 855,717 $ 709,867
======== =========
Earnings per common share
(basic and diluted) $ 0.17 $ 0.14
========= =========
Weighted average shares - basic 4,932,539 4,923,966
========= =========
Weighted average shares -diluted 4,940,272 4,936,652
========= =========
See consolidated notes to financial statements
2
UNITED-GUARDIAN, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
2005 2004
------------ -------------
ASSETS (UNAUDITED) (DERIVED FROM AUDITED
FINANCIAL STATEMENTS)
Current assets:
Cash and cash equivalents $ 2,923,136 $ 3,735,945
Temporary investments 404,026 402,288
Marketable securities 6,971,946 6,251,764
Accounts receivable, net of
allowance for doubtful accounts
of $33,971 and $45,000 at
March 31, 2005 and December 31,
2004, respectively 2,012,130 918,085
Inventories (net) 1,025,128 1,375,880
Prepaid expenses and other
current assets 359,368 515,425
Deferred income taxes 217,017 223,617
----------- -----------
Total current assets 13,912,751 13,423,004
----------- -----------
Property, plant and equipment:
Land 69,000 69,000
Factory equipment and fixtures 3,017,077 2,975,305
Building and improvements 2,103,792 2,089,547
Waste disposal plant 133,532 133,532
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5,323,401 5,267,384
Less: Accumulated depreciation 4,319,533 4,269,713
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1,003,868 997,671
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Other assets 700 700
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$ 14,917,319 $ 14,421,375
=========== ===========
See consolidated notes to financial statements
3
UNITED-GUARDIAN, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
2005 2004
--------------- ------------
LIABILITIES AND (UNAUDITED) (DERIVED FROM AUDITED
STOCKHOLDERS' EQUITY FINANCIAL STATEMENTS)
Current liabilities:
Dividends payable $ - $ 887,677
Accounts payable 357,939 172,320
Accrued expenses 476,562 395,167
Taxes payable 249,828 -
--------- ---------
Total current liabilities 1,084,329 1,455,164
--------- ---------
Deferred income taxes 10,000 10,000
--------- ---------
Stockholders' equity:
Common stock $.10 par value,
authorized, 10,000,000 shares;
4,994,739 issued, and 4,932,539
shares outstanding 499,474 499,474
Capital in excess of par value 3,756,943 3,756,943
Accumulated other comprehensive loss (75,668) (86,730)
Retained earnings 10,001,871 9,146,154
Treasury stock, at cost; 62,200 shares (359,630) (359,630)
--------- ---------
Total stockholders' equity 13,822,990 12,956,211
--------- ---------
$ 14,917,319 $ 14,421,375
========== ==========
See consolidated notes to financial statements
4
UNITED-GUARDIAN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
------------
2005 2004
------- -------
Cash flows provided by operating activities:
Net income $ 855,717 $ 709,867
Adjustments to reconcile net earnings
to net cash flows from operations:
Depreciation and amortization 49,820 52,799
Realized loss on sale of marketable securities 116,855 -
Provision for doubtful accounts (11,029) -
(Increase) decrease in assets:
Accounts receivable (1,083,016) (361,334)
Inventories 350,752 (25,295)
Prepaid expenses and other current
and non-current assets 156,057 (39,356)
Increase (decrease) in liabilities:
Accounts payable 185,619 295,372
Accrued expenses and taxes payable 331,223 382,854
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Net cash provided by operating activities 951,998 1,014,907
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Cash flows from investing activities:
Acquisition of property, plant and equipment (56,017) (58,434)
Net change in temporary investments (1,738) -
Proceeds from sale of marketable securities 3,465,351 877,923
Purchase of marketable securities (4,284,726) (938,764)
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Net cash used in investing activities (877,130) (119,275)
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Cash flows from financing activities:
Proceeds from exercise of stock options - 24,183
Dividends paid (887,677) (737,736)
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Net cash used in financing activities (887,677) (713,553)
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Net (decrease) increase in cash and
cash equivalents (812,809) 182,079
Cash and cash equivalents at beginning of period 3,735,945 2,710,029
---------- ----------
Cash and cash equivalents at end of period $ 2,923,136 $ 2,892,108
========== ==========
See consolidated notes to financial statements
5
UNITED-GUARDIAN, INC.
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
1. In the opinion of the Company, the accompanying unaudited financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position as of March 31,
2005 and the results of operations and cash flows for the three months ended
March 31, 2005 and 2004. The accounting policies followed by the Company are set
forth in the Company's financial statements included in its December 31, 2004
Annual Report to Shareholders.
2. The results of operations for the three months ended March 31, 2005 and
2004 are not necessarily indicative of the results to be expected for the full
year.
3. Stock-Based Compensation: In 2004 the Company approved a new stock
option plan ("2004 Stock Option Plan"). The 1993 Employee Incentive Stock Option
Plan ("EISOP") and the Non-Stautory ("NSSOPD") expired in 2003. No grants were
issued during the three months ended March 31, 2005 or March 31, 2004.
4. Inventories - Net
Inventories consist of the following: March 31, December 31,
2005 2004
---------- ----------
Raw materials and work in process $ 365,902 $ 332,798
Finished products and fine chemicals 659,226 1,043,082
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$1,025,128 $1,375,880
========== ==========
At March 31, 2005 and December 31, 2004, the Company has reserved $128,000
for slow moving and obsolete inventory.
5. For purposes of the Statement of Cash Flows, the Company considers all
highly liquid investments purchased with a maturity of three months or less to
be cash equivalents.
Cash payments for taxes were $38,174 and $56,572 for the three months ended
March 31, 2005 and 2004, respectively.
6. Comprehensive Income (Loss)
The components of comprehensive income (loss) are as follows:
6
Three months ended March 31,
2005 2004
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Net income $855,717 $709,867
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Other comprehensive income (loss):
Unrealized (loss) gain on marketable
securities during period ...................... (99,193) 15,175
Less: reclassification adjustment for
losses included in net income ................. 116,855 --
------- -------
Other comprehensive income before tax ........... 17,662 15,175
Income tax benefit on related to other
comprehensive income ............................ 6,600 5,730
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Other comprehensive income, net of tax ............. 11,602 9,445
------- -------
Comprehensive income net of tax .................... $866,779 $719,312
======= =======
Accumulated other comprehensive income (loss) is comprised of unrealized
gains and losses on marketable securities, net of the related tax effect.
7. Earnings Per Share
The following table sets forth the computation of basic and diluted
earnings per share at March 31, 2005 and 2004.
Three months ended
March 31,
2005 2004
------ ------
Numerator:
Net income $ 855,717 $ 709,867
======= =======
Denominator:
Denominator for basic earnings
per share (weighted average
shares) 4,932,539 4,923,966
Effect of dilutive securities:
Employee stock options 7,733 12,686
--------- ----------
Denominator for diluted earnings
per share (adjusted weighted-average
shares) and assumed conversions 4,940,272 4,936,652
========= =========
Basic and diluted earnings per share $ 0.17 $ 0.14
========= =========
8. The Company has the following two reportable business segments: Guardian
Laboratories and Eastern Chemical. The Guardian segment conducts research,
development and manufacturing of cosmetic ingredients, personal and health care
products, pharmaceuticals and specialty industrial products. The Eastern segment
distributes fine chemicals, solutions, dyes and reagents.
7
The accounting policies used to develop segment information correspond to
those described in the summary of significant accounting policies as set forth
in the Annual Report for the year ended December 31, 2004. Segment earnings or
loss is based on earnings or loss from operations before income taxes. The
reportable segments are distinct business units operating in different
industries. They are separately managed, with separate marketing and
distribution systems. The following information about the two segments is for
the three month period ended March 31, 2005 and 2004.
Three months ended March 31,
2005 2004
------------------------------------ ------------------------------------
GUARDIAN EASTERN TOTAL GUARDIAN EASTERN TOTAL
------------ ------------ ----------- ------------ ------------ -----------
Revenues from external customers $ 3,567,748 $ 312,369 $ 3,880,117 $ 2,695,232 $ 271,871 $ 2,967,103
Depreciation and amortization 21,335 - 21,335 25,846 - 25,846
Segment income (loss) before
income taxes* 1,470,057 12,274 1,482,331 1,103,931 (17,400) 1,086,531
Segment assets 3,362,005 377,467 3,739,472 2,882,597 372,164 3,254,761
Capital expenditure 11,662 - 11,662 54,592 - 54,592
Reconciliation to Consolidated Amounts
Income before income taxes
----------------------------
Total earnings for reportable segments $ 1,482,331 $ 1,086,531
Other (loss) income, net (47,940) 57,075
Corporate headquarters expense (39,674) (38,539)
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Consolidated earnings before income taxes $ 1,394,717 $ 1,105,067
========== ==========
Assets
------
Total assets for reportable segments $ 3,739,472 $ 3,254,761
Corporate headquarters 11,177,847 11,454,167
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Total consolidated assets $14,917,319 $14,708,928
========== ==========
Three months ended March 31,
2005 2004
------------------------------------------ -------------------------------------------
Segment Consolidated Segment Consolidated
Totals Corporate Totals Totals Corporate Totals
------------ ------------ ------------- ------------- ------------ -------------
Expenditures for assets $ 11,662 $ 44,355 $ 56,017 $ 54,592 $ 3,842 $ 58,434
Depreciation and amortization 21,335 28,485 49,820 25,846 26,953 52,799
8
Geographic Information
----------------------
2005 2004
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Revenues Long-Lived Revenues Long-Lived
Assets Assets
----------- ------------- ----------- -------------
United States $ 2,130,315 $ 1,003,870 $ 1,779,488 $ 1,031,951
France 471,888 346,496
Other countries 1,277,914 841,119
----------- ------------- ----------- -------------
$ 3,880,117 $ 1,003,870 $ 2,967,103 $ 1,031,951
=========== ============= =========== =============
Major Customers
---------------
Customer A (Guardian)** $ 1,176,586 $ 1,248,466
Customer B (Guardian)** 404,941 270,340
All other customers 2,298,590 1,448,297
----------- -----------
$ 3,880,117 $ 2,967,103
=========== ===========
* The Company has revised the estimated overhead allocated to the Eastern
Chemical subsidiary due to reductions in personnel and inventory. If the current
allocation was used for the Eastern subsidiary in March 2004, Eastern would have
had earnings from operations of $13,175.
** At March 31, 2005 Customer A and B had balances approximating 26% and 4%
accounts receivable respectively.
At March 31, 2004 Customer A and B had balances approximating 26% and 20%
of accounts receivable respectively.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-QSB which are not purely historical are
forward-looking statements with respect to the goals, plans, objectives,
intentions, expectations, financial condition, results of operations, future
performance and business of the Company. Forward-looking statements may be
identified by the use of such words as "believes," "may," "will," "should,"
"intends," "plans," "estimates," or "anticipates" or other similar expressions.
Forward-looking statements involve inherent risks and uncertainties, and
important factors (many of which are beyond our control) could cause actual
results to differ materially from those set forth in the forward-looking
statements. In addition to those specific risks and uncertainties set forth in
the Company's reports currently on file with the SEC, some other factors that
9
may affect the future results of operations of the Company are: the development
of products that may be superior to the those of the Company; changes in the
quality or composition of the Company's products; lack of market acceptance of
the Company's products; the Company's ability to develop new products; general
economic or industry conditions; intellectual property rights; changes in
interest rates; new legislation or regulatory requirements; conditions of the
securities markets; the Company's ability to raise capital; changes in
accounting principals, policies or guidelines; financial or political
instability; acts of war or terrorism; and other economic, competitive,
governmental, regulatory and technical factors that may affect the Company's
operations, products, services and prices.
Accordingly, results actually achieved may differ materially from those
anticipated as a result of such forward-looking statements, and those statements
speak only as of the date they are made. The Company does not undertake, and
specifically disclaims, any obligation to update any forward-looking statements
to reflect events or circumstances occurring after the date of such statements.
OVERVIEW
The Company is a Delaware corporation that operates in two business
segments. Its Guardian Laboratories Division ("Guardian") conducts research,
product development, manufacturing and marketing of cosmetic ingredients,
personal and health care products, pharmaceuticals, and specialty industrial
products. The products manufactured by Guardian are marketed through marketing
partners, distributors, direct advertising, mailings, and trade exhibitions. Its
most important personal care product line is its LUBRAJEL(R) line of water based
moisturizing and lubricating gels. It also sells two pharmaceutical products,
which are distributed primarily through drug wholesalers and surgical supply
houses. There are also indirect sales to the Veteran's Administration and other
government agencies, and to some hospitals and physicians.
While the Company does have competition in the marketplace for some of its
products, many of its products or processes are either unique in their field or
have some unique characteristics, and therefore are not in direct competition
with the products or processes of other pharmaceutical, chemical, or health care
companies. Guardian's research and development department is actively working on
the development of new products to expand the Company's personal care line.
The Company has been issued many patents and trademarks, and intends
whenever possible to make efforts to obtain patents in connection with its
product development program.
The Company's Eastern Chemical subsidiary ("Eastern") distributes a line of
fine organic chemicals, research chemicals, test solutions, indicators, dyes and
reagents. Eastern's products are marketed through advertising in trade
publications and direct mailings. Since the Company's business activities and
marketing efforts over the past several years have focused increasingly on the
Guardian division, the Company has reduced Eastern's inventory levels in order
to make it more marketable in the event the Company decides to sell it at some
future date. This has resulted in some reduction in sales as compared to
previous years. Sales of this division have also declined as a result of
increased competition from new and existing competitors.
10
Products manufactured by Guardian are marketed worldwide through the
Company's extensive marketing and distribution arrangements. Approximately half
of Guardian's sales are to foreign customers.
The following discussion and analysis covers material changes in the
financial condition of the Company since year end December 31, 2004, and a
comparison of the results of operations for the three month period ended March
31, 2005 and March 31, 2004. This discussion and analysis should be read in
conjunction with "Management's Discussion and Analysis or Plan of Operation"
included in the Company's Form 10-KSB for the year ended December 31, 2004.
RESULTS OF OPERATIONS
Gross revenue from operations
-----------------------------
For the three month period ended March 31, 2005, net sales increased
$913,014 (30.8%) versus the comparable period in 2004. Guardian had a sales
increase of $872,516 (32.4%) while Eastern had a sales increase of $40,498
(14.9%).
The increase in Guardian's sales for the three month period ended March 31,
2005 is believed to be due to (a) normal fluctuations in the purchasing patterns
of its customers, and (b) an unusually high number of shipments taking place in
January that resulted from some customers requesting that their orders not be
shipped until after the first of the year. The increase in Eastern's sales is
believed to be due to normal fluctuations in the purchasing patterns of its
customers.
Cost of sales
-------------
Cost of sales as a percentage of sales increased to 45.6% for the three
months ended March 31, 2005 from 42.9% for the comparable period ended March 31,
2004. This increase is mainly due to (a) increases in standard overhead rates
for Guardian; (b) increases in fixed overhead costs, (primarily insurance and
utilities); and (c) a higher than normal sales volume of a product with higher
costs in anticipation of a March 1st price increase for that product.
The increase in the standard overhead rates for Guardian was the result of
a revision of the estimated overhead allocated to Eastern due to a reduction in
staff and inventory and an overall downsizing of that operation. Since, for the
most part, this overhead is fixed, the decrease in the overhead that had been
allocated to Eastern is now being absorbed by Guardian. This has resulted in an
increase in the overhead rate for Guardian.
Operating Expenses
------------------
Operating expenses increased $22,842 (3.5%) for the three months ended
March 31, 2005 compared to the comparable period in 2004. The increase is mainly
due to the net effect of higher insurance and utilities costs.
11
Investment income
---------------
Investment income decreased $104,984 (183.9%) for the three months ended
March 31, 2005 as compared to the comparable period in 2004. This decrease is
mainly attributable to the sale of a portfolio of marketable securities,
primarily bonds, the bulk of which had been managed for the Company by Merrill
Lynch. The sale of this portfolio resulted in a realized loss of approximately
$116,000, of which approximately $105,000 had previously been recorded in the
equity section of the balance sheet as an "accumulated other comprehensive
loss". Approximately $108,000 of the above loss was due to the sale of the bond
portfolio managed by Merrill Lynch, which, over the 18 months the company held
it, had realized interest income net of broker fees of approximately $154,000.
The realized loss was offset by $66,339 of investment income consisting of
interest and dividend income for the three months ended March 31, 2005 as
compared to $57,092 for the three months ended March 31, 2004. This increase is
mainly due to an increase in interest rates. Investment income is recorded net
of brokerage fees.
Provision for income taxes
--------------------------
The provision for income taxes increased $143,800 (36.4%) for the three
months ended March 31, 2005 when compared to the comparable period in 2004. This
increase was due to (a) increased earnings before taxes of $289,650, and (b)the
adding back of the approximately $116,000 loss on sale of the Merrill Lynch bond
portfolio, which is not currently deductible.
LIQUIDITY AND CAPITAL RESOURCES
Working capital increased from $11,967,840 at December 31, 2004 to
$12,828,422 at March 31, 2005. The current ratio increased from 9.2 to 1 at
December 31, 2004 to 12.8 to 1 at March 31,2005. The increase in current ratio
was primarily due to the net effect of a decrease in dividends payable and
inventories, along with increases in accounts receivable and accrued expenses.
The Company has no commitments for any further significant capital expenditures
during the remainder of 2005, and believes that its working capital is and will
continue to be sufficient to support its operating requirements.
The company generated cash from operations of $835,143 and $1,014,907 for
the three months ended March 31, 2005 and March 31, 2004 respectively. The
decrease was primarily due to the increase in accounts receivable.
During the three month period ended March 31, 2005, $760,275 was used in
investment activities, as compared to $119,275 for the three months ended March
31, 2004. The change is mainly due to the net effect of the sale (primarily
bonds) and purchases (primarily bond funds) of marketable securities.
Cash used in financing activities was $887,677 and $713,553 for the three
months ended March 31, 2005 and March 31, 2004 respectively. The increase is due
primarily to an increase in dividends paid during the three months ended March
31, 2005.
Item 3. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Within 90 days prior to the filing of this Quarterly Report on Form 10-QSB
the Company's principal executive officer and principal financial officer
12
evaluated the effectiveness of the design and operation of Company's disclosure
controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934 (the "Exchange Act")) and concluded that the
Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is accumulated and communicated to the Company's
management, including its officers, as appropriate to allow timely decisions
regarding required disclosure, and are effective to ensure that such information
is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms.
(b) Changes in Internal Controls
The Company's principal executive officer and principal financial officer
have also concluded 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, including any corrective actions
with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS: NONE
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS: NONE
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES: 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 Alfred R. Globus, Chairman and Chief
Executive Officer of the Company, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Kenneth H. Globus, President and Chief
Financial Officer of the Company, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Alfred R. Globus, Chairman and Chief Executive
Officer of the Company, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Kenneth H. Globus, President and Chief Financial
Officer of the Company, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
b. Reports on Form 8-K
There was one report on Form 8-K filed during the fiscal quarter ended
March 31, 2005. It was filed on March 21, 2005 and related to the issuance of an
earnings release by the Company on March 18, 2005.
13
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNITED-GUARDIAN, INC.
(Registrant)
By: /s/ Alfred R. Globus
--------------------
Alfred R. Globus
Chief Executive Officer
By: /s/ Kenneth H. Globus
---------------------
Kenneth H. Globus
Chief Financial Officer
Date: May 6, 2005
14