UNITED STATES
Securities and Exchange Commission
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended: October 31, 2002
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
0-3255
(Commission File Number)
JAYARK CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
13-1864519
(IRS Employer Identification No.)
300 Plaza Drive, Vestal, New York 13850
(Address of principal executive offices) (Zip Code)
(607) 729-9331
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
Class Outstanding at November 27, 2002
Common Stock $0.01 Par Value 2,766,396
Jayark Corporation and Subsidiaries
INDEX
Part I. FINANCIAL INFORMATION Page
Item 1. Consolidated Condensed Financial Statements
(Unaudited)
Consolidated Condensed Balance Sheets - October 31,
2002(Unaudited)and April 30, 2002................3
Consolidated Condensed Statements of Operations -
Three and Six Months Ended October 31, 2002 and
2002 (Unaudited) ................................ 4
Consolidated Condensed Statements of Cash Flows -
Six Months Ended October 31, 2002 and 2001
(Unaudited) ....................................5
Notes to Consolidated Condensed Financial Statements
(Unaudited).......................................6-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..............11-20
Item 3. Quantitative and Qualitative Disclosures About
Market Risk.......................................20
Item 4. Controls and Procedures............................20
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ..................20
Signatures.........................................21
Certifications.....................................22-23
Exhibits...........................................24
PART I.
ITEM 1. Consolidated Condensed Financial Statements
Jayark Corporation and Subsidiaries
Consolidated Condensed Balance Sheets
(Unaudited)
October 31, 2002 April 30, 2002
Assets
Current Assets:
Cash and Cash Equivalents $1,098,567 $866,971
Accounts Receivable - Trade, less
allowance for doubtful accounts of
$109,916 and $109,028, respectively 891,381 1,197,823
Inventories 383,546 393,612
Other Current Assets 90,846 40,206
____________________________
Total Current Assets 2,464,340 2,498,612
Property, Plant & Equipment, net 140,559 180,783
Goodwill 204,662 204,662
_____________________________
Total Assets $2,809,561 $2,884,057
=============================
Liabilities
Current Liabilities:
Borrowings Under Lines of Credit $250,000 $299,000
Current Portion of Long Term Debt -
Related Parties 161,332 161,332
Accounts Payable and Accrued Expenses 419,424 440,589
Accrued Salaries 130,215 187,684
Other Current Liabilities 78,073 85,030
____________________________
Total Current Liabilities 1,039,044 1,173,635
Long Term Debt - Related Parties, excluding
current portion 1,213,661 1,213,661
Deferred Compensation 319,067 344,272
Accrued Interest - Related Parties 689,571 636,696
____________________________
Total Liabilities 3,261,343 3,368,264
____________________________
Stockholders' Deficit
Common Stock of $.01 Par Value, Authorized
30,000,000 Shares;issued 2,773,896 Shares 27,739 27,739
Additional Paid-In Capital 12,860,435 12,860,435
Accumulated Deficit (13,339,206) (13,371,631)
Treasury Stock, at cost, 7,500 shares (750) (750)
_______________________________
Total Stockholders' Deficit (451,782) (484,207)
_______________________________
Total Liabilities & Stockholders'
Deficit $2,809,561 $2,884,057
===============================
See accompanying notes to consolidated condensed financial
statements
Jayark Corporation and Subsidiaries
Consolidated Condensed Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
October 31, October 31, October 31, October 31,
2002 2001 2002 2001
_______________________________________________
Net Revenues $2,730,974 $3,017,302 $5,619,499 $6,734,005
Cost of Revenues 2,306,982 2,564,396 4,769,541 5,665,568
_______________________________________________
Gross Margin 423,992 452,906 849,958 1,068,437
Selling, General and
Administrative 357,215 527,206 762,846 1,184,857
Operating Income (Loss) 66,777 (74,300) 87,112 (116,420)
Interest Expense, Net 27,226 29,232 52,947 61,263
______________________________________________
Income (Loss) Before
Income Taxes 39,551 (103,532) 34,165 (177,683)
Income Taxes -- -- 1,740 --
______________________________________________
Net Income (Loss) $39,551 ($103,532) $32,425 ($177,683)
==============================================
Weighted Average
Common Shares 2,766,396 2,766,396 2,766,396 2,766,396
==============================================
Basic and Diluted Income(Loss)
per Common Share $.01 ($.04) $.01 ($.06)
================================================
See accompanying notes to consolidated condensed financial statements
Jayark Corporation and Subsidiaries
Consolidated Condensed Statement of Cash Flows
(Unaudited)
Six Months Ended
October 31, 2002 October 31, 2001
_________________________________
Cash Flows From Operating Activities:
Net Income (Loss) $32,425 ($177,683)
Adjustments to Reconcile Net Income (Loss) to Net Cash Flows Provided By
Operating Activities:
Depreciation and Amortization of Property,
Plant and Equipment 35,595 91,098
Amortization of Patent -- 1,201
Provision for Doubtful Accounts 888 18,309
Changes In Assets and Liabilities, Net of
Divestiture of Fisher:
Accounts Receivable 305,554 533,332
Inventories 10,066 215,886
Other Current Assets (50,640) (47,622)
Accounts Payable & Accrued Expenses 31,710 (166,439)
Accrued Salaries & Deferred Compensation (82,674) 89,220
Other Liabilities (6,957) (25,490)
_______________________________
Net Cash Provided By Operating Activities 275,967 531,812
_______________________________
Cash Flows From Investing Activities:
Purchases of Plant and Equipment -- (33,047)
Proceeds from Sale of Equipment 4,629 --
Purchases of Patent -- (4,093)
_______________________________
Net Cash Provided By (Used In)
Investing Activities 4,629 (37,140)
_______________________________
Cash Flows Used In Financing Activities -
Payments Under Lines of Credit (49,000) (100,000)
_______________________________
Net Increase in Cash & Cash Equivalents 231,596 394,672
Cash & Cash Equivalents at Beginning of Period 866,971 834,145
_______________________________
Cash & Cash Equivalents at End of Period $1,098,567 $1,228,817
===============================
Supplemental Disclosures:
Cash Paid For Interest $7,325 $16,680
================================
Cash Paid For Taxes $1,740 $--
================================
See accompanying notes to consolidated condensed financial statement
Notes to Consolidated Condensed Financial Statements
(Unaudited)
1. Basis of Presentation
The consolidated condensed financial statements include the accounts of
Jayark Corporation and its wholly owned subsidiaries (the "Company").
The accompanying unaudited consolidated condensed financial statements
reflect all adjustments (consisting of only normal and recurring accruals
and adjustments) which are, in the opinion of management, necessary to
a fair statement of the results for the interim periods presented. These
consolidated financial statements are condensed and therefore do not
include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for
complete financial statements. The consolidated condensed financial
statements should be read in conjunction with the audited financial
statements and footnotes for the year ended April 30, 2002, included
in the Company's report on Form 10-K. The Company follows the same
accounting policies in preparation of interim reports. The Company's
operating results for any particular interim period may not be
indicative of results for the full year.
2. Divestiture of Fisher
In January 2000, the Company, through a newly formed, wholly owned
subsidiary, Fisher Medical Corporation (Fisher), entered into an
Asset Purchase Agreement with Fisher Medical LLC (LLC), a development
stage developer, manufacturer, and distributor of medical supplies
and equipment for hospitals, nursing homes and individuals. Under
the terms of the agreement, Fisher purchased all of the assets of
LLC for cash of $215,000. LLC remained the owner of certain
intellectual property utilized in Fisher's medical products line.
The owner of LLC was Steve Fisher who also became a member of the
board of directors of the Company. Fisher also negotiated a
five-year technology license with LLC, which conveyed certain
technology rights developed by Trlby Innovative LLC of Torrington,
Connecticut. The acquisition was accounted for under the purchase
method of accounting.
Fisher continued to develop medical supply products with the
financing provided by the Company. The Company initially utilized
its existing working capital and lines of credit to fund Fisher's
development efforts. The development time horizon exceeded the
projected investment horizon as determined by the Company. Due to
the need for additional funding for this development, the Company
endeavored to infuse additional capital into Fisher with a private
placement of preferred stock. In 2000, the Company sold $429,500
of newly issued Fisher Medical preferred stock. The Company
continued to seek new capital via the preferred stock offering
to various potential investors in 2001.
In September 2001, the Company received a proposal from Alberdale
LLC to provide a $500,000 bridge loan to Fisher, which is
convertible, under certain conditions, to Fisher common stock.
In addition to the bridge loan, Alberdale was proposing to offer
a new series of preferred stock for equity financing to continue
the operations of Fisher. As a condition to this refinancing,
Alberdale required that Jayark contribute 50% of its Fisher Medical
Corporation common stock to the new refinanced entity, as well as
provide an option for Alberdale to purchase the remaining 50% common
interest the Company would hold in Fisher at predetermined amounts
ranging from approximately $915,000 to $1,464,000 for periods not
exceeding 15 months.
On October 1, 2001 the Company approved the merger of its wholly
owned subsidiary, Fisher Medical Corporation with Fisher Medical
LLC, the owner of the intellectual property utilized in Fisher's
medical products line. Pursuant to the merger agreement, the
Company assigned 50% of its common equity holdings in Fisher
Medical Corporation to the sole member of Fisher Medical LLC,
Dr. Stephen Fisher. Dr. Fisher serves as President of Fisher
Medical Corporation and as a Director of the Company. As a
result of this transaction, the Company has effectively
relinquished its control of Fisher Medical Corporation;
however given its continuing 50% common stock ownership
interest, the Company will account for its investment on the
equity method prospectively commencing October 1, 2001. The
Company has no future obligations to fund any deficits of
the merged entity or any commitments to provide future funding.
As of October 1, 2001, the Company had invested approximately
$1,248,000 of cash in Fisher and incurred net losses as 100%
owner of approximately $1,509,000; therefore the Company's net
investment and advance position at the date of the divestiture
was a negative balance of approximately $261,000. In connection
with the transaction, the Company received from the merged
entity a five-year $525,715 promissory note, which represents a
portion of the aforementioned advances the Company had made
during its 100% ownership period. The note is secured by all
assets of the company except the intellectual property. There
can be no assurances that the merged entity will be successful
in completing the development of its products or in the raising
of the additional working capital required. Additionally,
since the merged entity has minimal liquidation value, the note
is deemed not to be collectible. Accordingly, the Company has
not assigned any value to this note and has recognized its
divestiture of its net investment of $261,455 at October 1, 2001
as an increase in additional paid in capital, which reduces the
investment in Fisher to zero. The Company has not recognized
its 50% share of losses of the merged entity in the post
transaction period as its investment is reflected as zero.
The net liabilities of Fisher at October 1, 2001 deconsolidated
as a result of the divestiture are as follows:
Accounts Receivable - Trade $31,350
Inventories 85,001
Other Current Assets 16,134
Property, Plant & Equipment, Net 361,418
Goodwill 90,432
Patent, Net 57,546
Accounts Payable & Accrued Expenses (295,817)
Accrued Salaries (177,415)
Other Current Liabilities (604)
Preferred Stock (429,500)
__________
($261,455)
==========
In connection with the transaction, the Company was granted
warrants to purchase 47,190 shares of common stock of the
merged entity at $10 per share, which expire in three years.
As the Company has relinquished its control of Fisher, it
has effectively deconsolidated Fisher as of October 1, 2001
and reflected its recorded excess losses as additional
paid-in-capital. As the Company experienced no historical
successes as 100% owner, and has no tangible evidence of
its historical investment recoverability, it has reflected
its equity investment position at zero. In the event the
merged entity is successful in the future, the Company would
record its 50% interest in the earnings, if any, to the extent
that they exceed equity losses not otherwise recorded, and
could experience subsequent gains resulting from the repayment
of the note receivable, if such amounts are collected, and
from the proceeds of the Alberdale buyout option, if
exercised. However, as described above, due to the
uncertainties over the ultimate recoverability of the note
or the exercise of the option, no value has been assigned
to either.
The following unaudited pro forma financial information
presents the combined results of operations of the Company
as if the divestiture of Fisher had taken place as of
May 1, 2001. The unaudited pro forma information has been
prepared by the Company based upon assumptions deemed
appropriate and takes into consideration the elimination
of Fisher operating activities included in the consolidated
statements of operations for the periods presented herein.
Three Months Ended Six Months Ended
October 31, October 31, October 31, October 31,
2002 2001 2002 2001
_____________________________________________________
Net Revenues $2,730,974 $3,003,345 $5,619,499 $6,699,595
Net Income $39,551 $23,649 $32,425 $182,026
=====================================================
Net Income per Common Share
- - Basic and Diluted $.01 $.01 $.01 $.07
=====================================================
The unaudited pro forma information presented herein are shown for
illustrative purposed only and are not necessarily indicative of the
future financial position or future results of operations of the
Company and does not necessarily reflect the results of operations
that would have occurred had the transaction been in effect for the
periods presented. The unaudited pro forma information should be
read in conjunction with the historical consolidated financial
statements and related notes of the Company.
As of April 30, 2002, the $500,000 Alberdale LLC bridge loan to
Fisher provided by Hobart Associates II, LLC (Hobart) was in
default and the Company's $525,715 five-year promissory note to
Fisher was also in default. Both notes provided for the
acceleration of the notes and the transfer of the secured assets
to the note holders upon an event of default. In order to avoid
liquidation of Fisher, Hobart and the Company proposed a
restructuring program for Fisher. On June 3, 2002 Stephen
Fisher Sr. (President of Fisher), Fisher, Hobart and the Company
entered into the Fisher Medical Restructuring Agreement
(the Agreement). Under the terms of the Agreement, Hobart and
the Company formed a new corporation, Unisoft International
Corporation ("UIC"). UIC will assume the international rights
for sale and marketing of Fisher's Unisoft mattress and all
associated products, designs, and all rights related thereto,
as well as certain employees and their obligations. As part
of the agreement, UIC will commit to a supply contract with
Fisher with a guaranteed minimum order quantity.
In addition, UIC must assume the Fisher promissory notes payable
to Hobart and the Company. The Company will also contribute its
500,000 shares of common stock of Fisher and Hobart will
contribute $250,000 to UIC, resulting in both the Company and
Hobart owning approximately 36% of UIC. The Company's 36%
interest is comprised of 100,000 shares of common stock and
60,000 shares of Super Voting Series A Preferred Stock. Each
share of Series A Preferred Stock provides for 5 shares of
voting rights for each share of common stock. Hobart and
UIC have an option to purchase approximately 95% of Jayark's
interest in UIC for approximately $800,000 for a one-year
period. Alberdale LLC's option to purchase 50% of Jayark's
common interest in Fisher was converted in 20,000 shares of
UIC common stock under the restructuring.
There can be no assurances that the new entity will be
successful in selling and marketing the Unisoft internationally
or the raising of the additional working capital required to
sustain the business. The Company has no future obligations
to fund any deficits of the new entity or any commitments to
provide funding. Due to the uncertainties over the ultimate
recoverability of its investment in UIC, no value has been
assigned.
3. Recent Accounting Pronouncements
In August 2001, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards
No. 143, "Accounting for Asset Retirement Obligations"
(SFAS No. 143). SFAS No. 143 addresses financial accounting
and reporting for obligations associated with the retirement
of tangible long-lived assets and the associated asset
retirement costs. SFAS No. 143 is required for adoption for
fiscal years beginning after June 15, 2002. The Company has
reviewed the provisions of SFAS No. 143, and believes that
upon adoption, the Statement will not have a significant
effect on its consolidated financial statements.
In April 2002, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards
No. 145, "Rescission of FASB Statements No. 4, 44 and 64,
Amendment of FASB Statement No. 13, and Technical
Corrections" (SFAS No. 145). SFAS No. 145 is required for
adoption for fiscal years beginning after May 15, 2002,
with early adoption of the provisions related to the
rescission of Statement 4 encouraged. The Company has
reviewed the provisions of SFAS No. 145, and believes
that upon adoption, the Statements will not have a
significant effect on its consolidated financial statements.
In July 2002, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards
No. 146, "Accounting for Restructuring Costs" (SFAS 146).
SFAS 146 applies to costs associated with an exit activity
(including restructuring) or with a disposal of long-lived
assets. Those activities can include eliminating or reducing
product lines, terminating employees and contracts, and
relocating plant facilities or personnel. Under SFAS 146, a
company will record a liability for a cost associated with an
exit or disposal activity when that liability is incurred and
can be measured at fair value. SFAS 146 will require a company
to disclose information about its exit and disposal activities,
the related costs, and changes in those costs in the notes to
the interim and annual financial statements that include the
periods in which an exit activity is initiated and in any
subsequent period until the activity is completed. SFAS 146
is effective prospectively for exit or disposal activities
initiated after December 31, 2002, with earlier adoption
encouraged. Under SFAS 146, a company may not restate its
previously issued financial statements and the new Statement
grandfathers the accounting for liabilities that a company
had previously recorded under EITF Issue 94-3.
4. Reclassifications
Certain reclassifications have been made in the fiscal 2002
consolidated condensed financial statements to conform to
the presentation used in the fiscal 2003 consolidated condensed
financial statements.
5. Segment Data
The Company conducts its operations through two reportable
business segments as follows:
AVES Audiovisual Systems, Inc. ("AVES") distributes and rents a
broad range of audio, video and presentation equipment, and
supplies. Its customer base includes businesses, churches,
hospitals, hotels and educational institutions.
MED Services Corp. ("Med") finances the manufacture, sale and
rental of medical equipment. Its customer base includes
companies that sell and rent durable medical equipment to
hospitals, nursing homes and individuals.
Effective October 1, 2001, the Company approved the merger of
its formerly wholly owned subsidiary, Fisher Medical Corporation
("Fisher") with Fisher Medical LLC. As a result, the Company has
relinquished control of Fisher and has deconsolidated Fisher
effective October 1, 2001. Operations at Fisher consist of
developing, manufacturing and distributing therapeutic support
surfaces. The Fisher support surface system is used for the
prevention and treatment of pressure ulcers, treatment of burn
and trauma patients and pain management. The products are
marketed to hospitals, nursing homes and home health care.
The following table reflects the results of the segments consistent
with the Company's internal financial reporting process. The
following results are used in part, by management, both in
evaluating the performance of, and in allocating resources to,
each of the segments.
Corporate
and
AVES Fisher Med Unallocated Consolidated
____________________________________________________
Three Months Ended October 31, 2002
Net Revenues $2,730,974 $-- $-- $-- $2,730,974
Depreciation and
Amortization 16,915 -- 1,885 -- 18,800
Operating Income (Loss) 133,147 -- (1,855) (64,485) 66,777
Net Income (Loss) 101,998 -- (5,515) (56,932) 39,551
Three Months Ended October 31, 2001
Net Revenues 3,002,647 13,957 698 -- 3,017,302
Depreciation and
Amortization 15,011 22,460 1,885 -- 39,356
Operating Income (Loss) 106,667 (119,637) (5,076) (56,254) (74,300)
Net Income(Loss) 72,365 (127,181) (4,958) (43,758) (103,532)
Six Months Ended October 31, 2002
Net Revenues 5,619,499 -- -- -- 5,619,499
Depreciation and
Amortization 31,825 -- 3,770 -- 35,595
Operating Income (Loss) 235,336 -- (6,145) (142,079) 87,112
Net Income (Loss) 172,393 -- (12,050) (127,918) 32,425
Six Months Ended October 31, 2001
Net Revenues 6,696,826 34,411 2,768 -- 6,734,005
Depreciation and
Amortization 32,676 56,112 3,511 -- 92,299
Operating Income (Loss) 347,473 (367,724) (4,856) (91,313) (116,420)
Net Income (Loss) 282,609 (389,709) (4,738) (65,845) (177,683)
Total Assets at
Oct. 31, 2002 2,491,300 -- 219,345 98,916 2,809,561
Goodwill at Oct. 31, 2002 204,662 -- -- -- 204,662
Total Assets at
April 30, 2002 2,560,614 -- 227,764 95,679 2,884,057
Goodwill at April 30, 2002 204,662 -- -- -- 204,662
Intersegment transactions included a management fee between
Corporate and Fisher for the six months ended October 31, 2001,
of $30,000.
6. Inventories
Inventories are summarized as follows:
October 31, 2002 April 30, 2002
Raw Materials $172,081 $172,081
Work In Process 2,032 2,032
Finished Goods 209,433 219,499
__________________________________
$383,546 $393,612
==================================
7. Income (Loss) Per Common Share
Basic income (loss) per common share is based upon the weighted
average number of common shares outstanding. Diluted income
(loss) per common share is based upon the weighted average
number of common shares outstanding, as well as dilutive
potential securities, which in the Company's case, comprise
shares issuable under the stock option plan. Dilutive stock
options, totaling 180,000 shares, had no impact on the income
(loss) per common share calculation in any periods presented
as their impact was antidilutive.
ITEM 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations
In January 2000, the Company, through a newly formed, wholly
owned subsidiary, Fisher Medical Corporation (Fisher), entered
into an Asset Purchase Agreement with Fisher Medical LLC (LLC),
a development stage developer, manufacturer, and distributor of
medical supplies and equipment for hospitals, nursing homes and
individuals. Under the terms of the agreement, Fisher purchased
all of the assets of LLC for cash of $215,000. LLC remained
the owner of certain intellectual property utilized in Fisher's
medical products line. The owner of LLC was Steve Fisher who
also became a member of the board of directors of the Company.
Fisher also negotiated a five-year technology license with LLC,
which conveyed certain technology rights developed by Trlby
Innovative LLC of Torrington, Connecticut. The acquisition was
accounted for under the purchase method of accounting.
Fisher continued to develop medical supply products with the
financing provided by the Company. The Company initially utilized
its existing working capital and lines of credit to fund Fisher's
development efforts. The development time horizon exceeded the
projected investment horizon as determined by the Company. Due to
the need for additional funding for this development, the Company
endeavored to infuse additional capital into Fisher with a private
placement of preferred stock. In 2000, the Company sold $429,500
of newly issued Fisher Medical preferred stock. The Company
continued to seek new capital via the preferred stock offering
to various potential investors in 2001.
In September 2001, the Company received a proposal from Alberdale
LLC to provide a $500,000 bridge loan to Fisher, which is convertible,
under certain conditions, to Fisher common stock. In addition to the
bridge loan, Alberdale was proposing to offer a new series of
preferred stock for equity financing to continue the operations of
Fisher. As a condition to this refinancing, Alberdale required that
Jayark contribute 50% of its Fisher Medical Corporation common stock
to the new refinanced entity, as well as provide an option for
Alberdale to purchase the remaining 50% common interest the Company
would hold in Fisher at predetermined amounts ranging from
approximately $915,000 to $1,464,000 for periods not exceeding 15
months.
On October 1, 2001 the Company approved the merger of its wholly
owned subsidiary, Fisher Medical Corporation with Fisher Medical
LLC, the owner of the intellectual property utilized in Fisher's
medical products line. Pursuant to the merger agreement, the
Company assigned 50% of its common equity holdings in Fisher Medical
Corporation to the sole member of Fisher Medical LLC, Dr. Stephen
Fisher. Dr. Fisher serves as President of Fisher Medical
Corporation and as a Director of the Company. As a result of
this transaction, the Company has effectively relinquished its
control of Fisher Medical Corporation; however given its continuing
50% common stock ownership interest, the Company will account for
its investment on the equity method prospectively commencing
October 1, 2001. The Company has no future obligations to fund
any deficits of the merged entity or any commitments to provide
future funding.
As of October 1, 2001, the Company had invested approximately
$1,248,000 of cash in Fisher and incurred net losses as 100%
owner of approximately $1,509,000; therefore the Company's net
investment and advance position at the date of the divestiture
was a negative balance of approximately $261,000. In connection
with the transaction, the Company received from the merged entity
a five-year $525,715 promissory note, which represents a portion
of the aforementioned advances the Company had made during its
100% ownership period. The note is secured by all assets of the
company except the intellectual property. There can be no
assurances that the merged entity will be successful in completing
the development of its products or in the raising of the additional
working capital required. Additionally, since the merged entity
has minimal liquidation value, the note is deemed not to be
collectible. Accordingly, the Company has not assigned any value
to this note and has recognized its divestiture of its net
investment of $261,455 at October 1, 2001 as an increase in
additional paid in capital, which reduces the investment in Fisher
to zero. The Company has not recognized its 50% share of losses
of the merged entity in the post transaction period as its investment
is reflected as zero.
The net liabilities of Fisher at October 1, 2001 deconsolidated as
a result of the divestiture are as follows:
Accounts Receivable - Trade $31,350
Inventories 85,001
Other Current Assets 16,134
Property, Plant & Equipment, Net 361,418
Goodwill 90,432
Patent, Net 57,546
Accounts Payable and Accrued Expenses (295,817)
Accrued Salaries (177,415)
Other Current Liabilities (604)
Preferred Stock (429,500)
__________
($261,455)
==========
In connection with the transaction, the Company was granted warrants
to purchase 47,190 shares of common stock of the merged entity at
$10 per share, which expire in three years.
As the Company has relinquished its control of Fisher, it has
effectively deconsolidated Fisher as of October 1, 2001 and reflected
its recorded excess losses as additional paid-in-capital. As the
Company experienced no historical successes as 100% owner, and has no
tangible evidence of its historical investment recoverability, it has
reflected its equity investment position at zero. In the event the
merged entity is successful in the future, the Company would record
its 50% interest in the earnings, if any, to the extent that they
exceed equity losses not otherwise recorded, and could experience
subsequent gains resulting from the repayment of the note receivable,
if such amounts are collected, and from the proceeds of the Alberdale
buyout option, if exercised. However, as described above, due to the
uncertainties over the ultimate recoverability of the note or the
exercise of the option, no value has been assigned to either.
The following unaudited pro forma financial information presents the
combined results of operations of the Company as if the divestiture of
Fisher had taken place as of May 1, 2001. The unaudited pro forma
information has been prepared by the Company based upon assumptions
deemed appropriate and takes into consideration the elimination of
Fisher operating activities included in the consolidated statements
of operations for the periods presented herein.
Three Months Ended Six Months Ended
October 31, October 31 October 31, October 31,
2002 2001 2002 2001
______________________________________________
Net Revenues $2,730,974 $3,003,345 $5,619,499 $6,699,595
Net Income $39,551 $23,649 $32,425 $182,026
==============================================
Net Income per Common Share
- - Basic and Diluted $.01 $.01 $.01 $.07
=============================================
The unaudited pro forma information presented herein are shown for
illustrative purposed only and are not necessarily indicative of the
future financial position or future results of operations of the
Company and does not necessarily reflect the results of operations
that would have occurred had the transaction been in effect for
the periods presented. The unaudited pro forma information should
be read in conjunction with the historical consolidated financial
statements and related notes of the Company.
As of April 30, 2002, the $500,000 Alberdale LLC bridge loan to
Fisher provided by Hobart Associates II, LLC (Hobart) was in
default and the Company's $525,715 five-year promissory note to
Fisher was also in default. Both notes provided for the
acceleration of the notes and the transfer of the secured assets
to the note holders upon an event of default. In order to avoid
liquidation of Fisher, Hobart and the Company proposed a
restructuring program for Fisher. On June 3, 2002 Stephen
Fisher Sr. (President of Fisher), Fisher, Hobart and the
Company entered into the Fisher Medical Restructuring Agreement
(the Agreement). Under the terms of the Agreement, Hobart and
the Company formed a new corporation, Unisoft International
Corporation ("UIC"). UIC will assume the international rights
for sale and marketing of Fisher's Unisoft mattress and all
associated products, designs, and all rights related thereto,
as well as certain employees and their obligations. As part of
the agreement, UIC will commit to a supply contract with Fisher
with a guaranteed minimum order quantity.
In addition, UIC must assume the Fisher promissory notes payable
to Hobart and the Company. The Company will also contribute its
500,000 shares of common stock of Fisher and Hobart will
contribute $250,000 to UIC, resulting in both the Company and
Hobart owning approximately 36% of UIC. The Company's 36%
interest is comprised of 100,000 shares of common stock and
60,000 shares of Super Voting Series A Preferred Stock. Each
share of Series A Preferred Stock provides for 5 shares of
voting rights for each share of common stock. Hobart and
UIC have an option to purchase approximately 95% of Jayark's
interest in UIC for approximately $800,000 for a one-year
period. Alberdale LLC's option to purchase 50% of Jayark's
common interest in Fisher was converted in 20,000 shares of
UIC common stock under the restructuring.
There can be no assurances that the new entity will be
successful in selling and marketing the Unisoft
internationally or the raising of the additional working
capital required to sustain the business. The Company has
no future obligations to fund any deficits of the new entity
or any commitments to provide funding. Due to the
uncertainties over the ultimate recoverability of its
investment in UIC, no value has been assigned.
Three Months Ended October 31, 2002 as compared to October 31, 2001
NET REVENUES
Net Revenues of $2,731,000 for the three months ended
October 31, 2002, decreased $286,000, or 9.5%, as compared to
the same period in 2001. This was a result of a $272,000, or
9.0%, revenue decrease at AVES due partially to the nation's
economic slowdown resulting in decreased budgets for many of
our customers causing them to look to more inexpensive and, or,
purchase fewer quantity of products. This was also coupled
with the fact that there has been a continued price decline
in video equipment. As a result of the October 1, 2001
divestiture transaction, there were zero Fisher sales in 2002
versus $14,000 in 2001.
COST OF REVENUES
Cost of Revenues of $2,307,000 decreased $257,000, or 10.0%,
as compared to the same period last year. This was primarily
a result of the decreased revenues discussed above.
GROSS MARGIN
Gross Margin of $424,000 was 15.5% of revenues, as compared to
$453,000, or 15.0%, for the same period last year. The
decrease was due to the decreased revenues discussed above.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, General and Administrative Expenses of $357,000
decreased $170,000 or 32.2% as compared to the same period
last year. Fisher's expenses decreased $130,000 as a result
of the October 1, 2001 divestiture transaction. AVES'
expenses decreased $45,000 primarily due to decreased payroll
expenses and Med's expenses decreased $4,000 due to decreased
travel expenses. These reductions were partially offset by a
$8,000 increase in Corporate's expenses primarily due to
increased professional fees.
OPERATING INCOME (LOSS)
Operating Income of $67,000 increased $141,000, or 189.8%, as
compared to consolidated operating loss of $74,000 for the
same period last year. The increase in operating income was
primarily the result of the Company not picking up Fisher's
operating loss due to the October 1, 2001 merger transaction
which aggregated $120,000 for the same period last year. AVES'
operating income increased $26,000 due to decreased expenses
discussed above, Corporate's operating loss increased $8,000
due to increased expenses and Med's operating loss decreased
$3,000.
NET INTEREST EXPENSE
Net Interest Expense of $27,000 decreased $2,000, or 6.9%.
This decrease was the result of decreased debt combined with
lower interest rates as compared to the prior year.
NET INCOME (LOSS)
Net Income of $40,000 increased $143,000 as compared to
consolidated net loss of $104,000 during the same period last
year. This increase is principally due to a $127,000
improvement to the bottom line as a result of the
October 1, 2001 Fisher divestiture transaction combined with
a $29,000 increase in net income at AVES due to expense
reductions. These increases were partially offset by a
$13,000 increase in net loss at Corporate.
Six Months Ended October 31, 2002 as compared to October 31, 2001
NET REVENUES
Net Revenues of $5,619,000 for the six months ended October 31,
2002, decreased $1,115,000, or 16.5%, as compared to the same
period in 2001. This was a result of an $1,077,000, or 16.1%,
revenue decrease at AVES due partially to the nation's economic
slowdown resulting in decreased budgets for many of our
customers causing them to look to more inexpensive and, or,
purchase fewer quantity of products. This was also coupled
with the fact that there has been a continued price decline
in video equipment. As a result of the October 1, 2001
divestiture transaction, there were zero Fisher sales in
2002 versus $35,000 in 2001. Med had zero sales in 2002
versus $3,000 in 2001.
COST OF REVENUES
Cost of Revenues of $4,770,000 decreased $896,000, or 15.8%,
as compared to the same period last year. This was primarily
a result of the decreased revenues discussed above.
GROSS MARGIN
Gross Margin of $850,000 was 15.1% of revenues, as compared to
$1,068,000, or 15.9%, for the same period last year. The
slight decrease was due to lower profit margins at AVES as
compared to the prior year, as a result of lower selling
prices only partially offset by lower unit costs.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, General and Administrative Expenses of $763,000
decreased $422,000 or 35.6% as compared to the same period
last year. Fisher's expenses decreased $392,000 as a result
of the October 1, 2001 divestiture transaction. AVES'
expenses decreased $79,000 due to decreased payroll, property
tax and bad debt expenses and Med's expenses decreased $2,000
over the prior year. These reductions were partially offset
by a $51,000 increase in Corporate's expenses due to $30,000
of intersegment management fees charged to Fisher in the prior
year which offset overall selling, general and administrative
expenses at the Corporate level combined with increased travel,
insurance and professional fees.
OPERATING INCOME (LOSS)
Operating Income of $87,000 increased $204,000, or 174.8%,
as compared to consolidated operating loss of $116,000 for
the same period last year. The increase in operating income
was the result of the Company not picking up Fisher's
operating loss due to the October 1, 2001 merger transaction
which aggregated $368,000 for the same period last year.
AVES' operating income decreased $112,000 due to decreased
gross margin discussed above, Corporate's operating loss
increased $51,000 due to increased expenses and no
intersegment management fee to offset expenses and Med's
operating loss increased $1,000.
NET INTEREST EXPENSE
Net Interest Expense of $53,000 decreased $8,000, or 13.6%.
This decrease was the result of decreased debt combined
with lower interest rates as compared to the prior year.
INCOME (LOSS) BEFORE INCOME TAXES
Income Before Income Taxes of $34,000 increased $212,000, or
119.2% as compared to a loss before income taxes of $178,000
for the same period last year. Overall change in income
before income taxes was a result of those fluctuations noted
above.
INCOME TAXES
Income Taxes of $2,000 for the six months ended October 31, 2002
were incurred for state income tax expenses.
NET INCOME (LOSS)
Net Income of $32,000 increased $210,000 as compared to
consolidated net loss of $178,000 during the same period
last year. This increase is principally due to a $389,000
improvement to the bottom line as a result of the October 1,
2001 Fisher divestiture transaction, partially offset by a
$110,000 decrease in net income at AVES, a $62,000 increase
in net loss at Corporate and a $7,000 increased loss at Med.
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
The methods, estimates and judgments the Company uses in
applying their most critical accounting policies has a
significant impact on the results reported in our consolidated
financial statements. The U.S. Securities and Exchange
Commission has defined the most critical accounting policies
as the ones that are most important to the portrayal of the
Company's financial condition and results, and requires the
Company to make their most difficult and subjective judgment,
often as a result of the need to make estimates of matters that
are inherently uncertain. Based on this definition, the
Company's most critical policies include: valuation of
accounts receivables, which impact selling, general and
administrative expense; valuation of inventory, which impacts
cost of sales and gross margin; the assessment of
recoverability of goodwill, which impacts write-offs of
goodwill and; accounting for income taxes, which impacts
the valuation allowance and the effective tax rate.
The Company reviews estimates including, but not limited to,
the allowance for doubtful accounts, inventory reserves and
income tax valuations on a regular basis and makes adjustments
based upon historical experiences, current conditions and
future expectations. The reviews are performed regularly and
adjustments are made as required by current available
information. The Company believes these estimates are
reasonable, but actual results could differ from these estimates.
We value inventories at the lower of cost or market on a
first-in-first-out basis. The recoverability of inventories
is based upon the types and levels of inventory held,
forecasted demand, pricing, competition and changes in
technology. The Company's accounts receivable represent
those amounts, which have been billed to our customers but
not yet collected. The Company analyzes various factors,
including historical experience, credit-worthiness of
customers and current market and economic conditions. The
allowance for doubtful accounts balance is established based
on the portion of those accounts receivable, which are deemed
to be potentially uncollectible. Changes in judgments on
these factors could impact the timing of costs recognized.
The Company records valuation allowances to reduce deferred
tax assets when it is more likely than not that some portion
of the amount may not be realized. The ultimate realization
of deferred tax assets is dependent upon the generation of
future taxable income during those periods in which temporary
differences become deductible. The Company considers the
scheduled reversal of deferred tax liabilities, projected
future income and tax planning in making this assessment. The
Company evaluates the need for valuation allowances on a regular
basis and adjusts as needed. These adjustments, when made,
would have an impact on the Company's financial statements in
the period that they were recorded.
Goodwill is tested annually for impairment by the Company at
the reporting unit level, by comparing the fair value of the
reporting unit with its carrying value. Valuation methods
for determining the fair value of the reporting unit include
reviewing quoted market prices and discounted cash flows.
If the goodwill is indicated as being impaired (the fair
value of the reporting unit is less than the carrying amount),
the fair value of the reporting unit is then allocated to its
assets and liabilities in a manner similar to a purchase price
allocation in order to determine the implied fair value of the
reporting unit goodwill. This implied fair value of the
reporting unit goodwill is then compared with the carrying
amount of the reporting unit goodwill and, if it is less, the
Company would then recognize an impairment loss. The
projection of future cash flows requires significant judgments
and estimates with respect to future revenues related to the
asset and the future cash outlays related to those revenues.
Actual revenues and related cash flows or changes in anticipate
revenues and related cash flows could result in changes in this
assessment and result in an impairment charge. The use of
different assumptions could increase or decrease the related
impairment charge.
LIQUIDITY AND CAPITAL RESOURCES
At October 31, 2002 and April 30, 2002, consolidated open lines
of credit available to the Company for borrowing were $1,000,000
and $951,000, respectively. It is the opinion of the Company's
management that operating expenses, as well as obligations
coming due during the next fiscal year, will be met primarily
by existing cash balances, cash flow generated from operations,
and from available borrowing levels.
Working capital was $1,425,000 at October 31, 2002, compared
with $1,325,000 at April 30, 2002.
Net cash provided by operating activities was $276,000 in 2002
as compared with $532,000 in 2001. This decrease in cash provided
in the current period is primarily a result of increased accounts
receivable and inventory levels partially offset by increased
earnings.
Cash flows provided by investing activities were $5,000 in 2002
as compared with cash used of $37,000 in 2001. The difference
is a result of the purchases of plant and equipment in the prior
year.
The Company continues to be obligated under notes payable to
related parties aggregating $1,374,993. The related parties
and corresponding outstanding obligations include David Koffman,
Chairman of the Board of Directors and President of the Company
($201,113), AV Texas Holding LLC, an entity controlled by members
of the Koffman family ($850,000) and CCB Associates, LP, an
entity with indirect control by a Board Member ($323,830).
The current portion of the related notes aggregated $161,332,
with an additional principal payment of $161,332 due in
December 2003. The remaining balance on these related notes
matures in December 2004 at which time the entire remaining
unpaid principal balance, aggregating $1,052,329, plus accrued
interest is due.
At October 31, 2002, the Company continues to have accrued
unpaid wages aggregating $390,772. The unpaid wages relate to
salary deferral by the President of the Company for prior
services rendered. The terms of the salary deferral are such
that the President has agreed to defer his salary until which
time the working capital position of the Company improves.
Based upon the intent of the parties, the Company has reflected
$81,000 as a current liability within accrued salaries in the
consolidated condensed balance sheet, and reflected $309,772
as deferred compensation in the consolidated condensed balance
sheet at October 31, 2002.
DISCLOSURES ABOUT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
Accounting standards require disclosure concerning a registrant's
obligations and commitments to make future payments under
contracts, such as debt and lease agreements, and under
contingent commitments, such as debt guarantees. The Company's
obligations and commitments are as follows:
Less than 2-3 4-5 After
Total 1 Year Years Years 5 Years
_____________________________________________________________________
Contractual Obligations Payments Due by Period
_____________________________________________________________________
Long Term Debt -
Related Parties $1,374,993 $161,332 $1,213,661 $-- $--
Operating Lease $802,500 $90,000 $180,000 $180,000 $352,500
Accrued Interest -
Related Parties $689,571 $-- $689,571 $-- $--
_____________________________________________________________________
Other Commercial
Commitments Amount of Commitment Expiration Per Period
_____________________________________________________________________
Lines of Credit $250,000 $250,000 $-- $-- $--
Recent Accounting Pronouncements
In August 2001, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 143,
"Accounting for Asset Retirement Obligations" (SFAS No. 143).
SFAS No. 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. SFAS No. 143
is required for adoption for fiscal years beginning after
June 15, 2002. The Company has reviewed the provisions of
SFAS No. 143, and believes that upon adoption, the Statement
will not have a significant effect on its consolidated
financial statements.
In April 2002, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 145,
"Rescission of FASB Statements No. 4, 44 and 64, Amendment of
FASB Statement No. 13, and Technical Corrections" (SFAS No. 145).
SFAS No. 145 is required for adoption for fiscal years beginning
after May 15, 2002, with early adoption of the provisions related
to the rescission of Statement 4 encouraged. The Company has
reviewed the provisions of SFAS No. 145, and believes that upon
adoption, the Statement will not have a significant effect on its
consolidated financial statements.
In July 2002, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 146,
"Accounting for Restructuring Costs" (SFAS 146). SFAS 146
applies to costs associated with an exit activity (including
restructuring) or with a disposal of long-lived assets. Those
activities can include eliminating or reducing product lines,
terminating employees and contracts, and relocating plant
facilities or personnel. Under SFAS 146, a company will record
a liability for a cost associated with an exit or disposal
activity when that liability is incurred and can be measured
at fair value. SFAS 146 will require a company to disclose
information about its exit and disposal activities, the related
costs, and changes in those costs in the notes to the interim
and annual financial statements that include the periods in
which an exit activity is initiated and in any subsequent
period until the activity is completed. SFAS 146 is effective
prospectively for exit or disposal activities initiated after
December 31, 2002, with earlier adoption encouraged. Under
SFAS 146, a company may not restate its previously issued financial
statements and the new Statement grandfathers the accounting for
liabilities that a company had previously recorded under EITF
Issue 94-3.
Forward-Looking Cautionary Statement
In an effort to provide investors a balanced view of the
Company's current condition and future growth opportunities,
this Quarterly Report on Form 10-Q includes comments by the
Company's management about future performance. Because
these statements are forward-looking statements pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, management's forecasts involve risks and
uncertainties, and actual results could differ materially from
those predicted in the forward-looking statements.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
The following discusses the Company's possible exposure to market
risk related to changes in interest rates on the Company's lines
of credit.
As of October 31, 2002, the Company has outstanding lines of credit
which are renegotiated every 12 months and bear interest at prime.
Funds available for borrowing under these lines of credit are
subject to interest rate risk and will increase interest expense
if the prime rate increases. The Company does not believe that
an immediate increase in interest rates would have a significant
effect on its financial condition or results of operations.
ITEM 4. Controls and Procedures
Within the 90 days prior to the filing date of this Quarterly
Report, the Company carried out an evaluation, under the
supervision and with the participation of the company's
management, including the Company's President and its Vice
President of Finance, 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 that evaluation,
Mr. David Koffman and Mr. Robert Nolt concluded that the
Company's disclosure controls and procedures 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. There have not
been any significant changes in the Company's internal controls
or in other factors that could significantly affect these controls
subsequent to the date of the evaluation, including any corrective
actions with regard to significant deficiencies or material
weaknesses (as no such deficiencies or weaknesses were discovered
in the course of the evaluation).
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits -
99.1 Certification of the Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification of the Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(b) Report on Form 8-K - None
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.
JAYARK CORPORATION
Registrant
/s/ David L. Koffman December 4, 2002
David L. Koffman, President
Chief Executive Officer
/s/ Robert C. Nolt December 4, 2002
Robert C. Nolt
Chief Financial Officer
Certifications
I, David L. Koffman, certify that:
1. I have reviewed this quarterly report on Form 10Q of Jayark
Corporation;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 quarterly report.
4. The registrant's other certifying officer 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 we 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
quarterly reporting 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
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of the registrant's board of directors:
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; and
6. The registrant's other certifying officer and I have indicated
in this quarterly 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.
/s/ David L. Koffman December 4, 2002
David L. Koffman, President
Chief Executive Officer
I, Robert C. Nolt, certify that:
1. I have reviewed this quarterly report on Form 10Q of Jayark
Corporation;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report.
4. The registrant's other certifying officer 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 we have:
d) 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
quarterly reporting is being prepared;
e) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
f) presented in this quarterly 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 officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of the registrant's board of directors:
c) 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
d) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated
in this quarterly 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.
/s/ Robert C. Nolt December 4, 2002
Robert C. Nolt
Chief Financial Officer
Exhibit 99.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Jayark
Corporation (the "Company") on Form 10-Q for the quarter
ended October 31, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I,
David L. Koffman, President and Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to the best of my knowledge:
(1) the Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents,
in all material respects, the financial condition and results
of operations of the Company.
/s/ David L. Koffman December 4, 2002
David L. Koffman, President
Chief Executive Officer
Exhibit 99.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Jayark
Corporation (the "Company") on Form 10-Q for the quarter
ended October 31, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I,
Robert C. Nolt, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that to the best of my knowledge:
(1) the Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents,
in all material respects, the financial condition and results
of operations of the Company.
/s/ Robert C. Nolt December 4, 2002
Robert C. Nolt
Chief Financial Officer