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: January 31, 2003
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _______________
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 March 14, 2003
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 - January 31, 2003
(Unaudited)and April 30,2002..............................3
Consolidated Condensed Statements of Operations -
Three and Nine Months Ended January 31, 2003 and
2002 Unaudited)...........................................4
Consolidated Condensed Statements of Cash Flows -
Nine Months Ended January 31, 2003 and 2002
(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................11-21
Item 3. Quantitative and Qualitative Disclosures About
Market Risk.........................................21
Item 4. Controls and Procedures..............................21
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.....................22
Signatures...........................................23
Certifications....................................24-25
Exhibits.............................................26
PART I.
ITEM 1. Consolidated Condensed Financial Statements
Jayark Corporation and Subsidiaries
Consolidated Condensed Balance Sheets
(Unaudited)
January 31, 2003 April 30, 2002
Assets
Current Assets:
Cash and Cash Equivalents $985,530 $866,971
Accounts Receivable-Trade, less
allowance for doubtful accounts of
$106,580 and $109,028, respectively 741,554 1,197,823
Inventories - less allowance for slow
moving inventory of $122,000 and
$18,427 respectively 284,351 393,612
Note Receivable - Related Party 161,865 --
Other Current Assets 93,945 40,206
_________ _________
Total Current Assets 2,267,245 2,498,612
Property, Plant & Equipment, net 150,692 180,783
Goodwill 204,662 204,662
__________ __________
Total Assets $2,622,599 $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 234,415 440,589
Accrued Salaries 204,196 187,684
Other Current Liabilities 81,990 85,030
_______ _________
Total Current Liabilities 931,933 1,173,635
Long Term Debt - Related Parties,
excluding current portion 1,213,661 1,213,661
Deferred Compensation 340,866 344,272
Accrued Interest - Related Parties 716,008 636,696
_________ _________
Total Liabilities 3,202,468 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 (13,467,293) (13,371,631)
Treasury Stock, at cost, 7,500 shares (750) (750)
___________ ____________
Total Stockholders' Deficit (579,869) (484,207)
___________ ____________
Total Liabilities & Stockholders'
Deficit $2,622,599 $2,884,057
========== ==========
See accompanying notes to consolidated condensed financial
statements
Jayark Corporation and Subsidiaries
Consolidated Condensed Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
________________________________________
January 31, January 31, January 31, January 31,
2003 2002 2003 2002
______________________________________________
Net Revenues $2,310,476 $2,233,040 $7,929,975 $8,967,045
Cost of Revenues 2,051,193 1,812,437 6,820,734 7,478,005
______________________________________________
Gross Margin 259,283 420,603 1,109,241 1,489,040
Selling, General and
Administrative 361,144 388,500 1,123,990 1,573,357
______________________________________________
Operating Income (Loss) (101,861) 32,103 (14,749) (84,317)
Interest Expense, Net 26,224 23,440 79,171 84,703
_______________________________________________
Income (Loss) Before Income
Taxes (128,085) 8,663 (93,920) (169,020)
Income Taxes 2 768 1,742 768
_______________________________________________
Net Income (Loss) ($128,087) $7,895 ($95,662) ($169,788)
===============================================
Weighted Average Common
Shares 2,766,396 2,766,396 2,766,396 2,766,396
===============================================
Basic and Diluted Income
(Loss) per Common Share ($.05) $.00 ($.03) ($.06)
See accompanying notes to consolidated condensed financial statements
Jayark Corporation and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
Nine Months Ended
______________________________
January 31, January 31,
2003 2002
______________________________
Cash Flows From Operating Activities:
Net Loss ($95,662) ($169,788)
Adjustments to Reconcile Net Loss to Net
Cash Flows Provided By Operating Activities:
Depreciation and Amortization of Property,
Plant and Equipment 52,369 106,799
Amortization of Patent -- 1,203
Reduction in Provision for
Doubtful Accounts (2,448) (13,425)
Inventory Write Down and
Provision for Slow Moving Inventory 103,573 22,822
Changes In Assets and Liabilities,
Net of Divestiture of Fisher:
Accounts Receivable 458,717 423,805
Inventories 5,688 104,065
Other Current Assets (53,739) (29,619)
Accounts Payable and Accrued Expenses(126,862) (152,507)
Accrued Salaries and Deferred
Compensation 13,106 43,309
Other Liabilities (3,040) (4,821)
______________________________
Net Cash Provided By Operating
Activities 351,702 331,843
______________________________
Cash Flows From Investing Activities:
Purchases of Plant and Equipment (27,842) (86,415)
Proceeds from Sale of Equipment 5,564 --
Note Receivable - Related Party (161,865) --
Purchases of Patent -- (4,093)
______________________________
Net Cash Used In Investing
Activities (184,143) (90,508)
______________________________
Cash Flows From Financing Activities -
Payments Under Lines of Credit (49,000) (100,000)
______________________________
Net Increase in Cash and Cash Equivalents 118,559 141,335
Cash & Cash Equivalents at Beginning
of Period 866,971 834,145
______________________________
Cash & Cash Equivalents at End of Period $985,530 $975,480
==============================
Supplemental Disclosures:
Cash Paid For Interest $10,164 $21,290
==============================
Cash Paid For Taxes $1,742 $768
==============================
See accompanying notes to consolidated condensed financial statements
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 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 Nine Months Ended
January 31, January 31, January 31, January 31,
2003 2002 2003 2002
_______________________________________________
Net Sales $2,310,476 $2,233,040 $7,929,975 $8,932,635
Net Income ($128,087) $7,895 ($95,662) $189,922
===============================================
Net Income per Common Share
- Basic and Diluted: ($.05) $.00 ($.03) $.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 into 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 December 2002, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure,
an amendment of FASB Statement No. 123 (SFAS No. 148). SFAS
No. 148 amends FASB Statement No. 123, Accounting for Stock-Based
Compensation, to provide alternative methods of transition for a
voluntary change to the fair value method of accounting for
stock-based employee compensation. In addition, this Statement
amends the disclosure requirements of Statement No. 123 to
require prominent disclosures in both annual and interim financial
statements. The Company is currently evaluating SFAS No. 148 to
determine if it will adopt SFAS 123 to account for employee stock
options using the fair value method, and if so, when it will begin
the transition to this method.
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") historically has engaged various contractors
to design and develop specialty medical equipment for its distribution.
Its customer base in 2002 included companies that sell and rent
durable medical equipment to hospitals, nursing homes and individuals.
Med has recently engaged in new sales and marketing efforts for its
product, the NetSafe Enclosure Bed, since historically Fisher, prior
to the Fisher divestiture, had provided sales and marketing support for
Med's product.
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.
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 January 31, 2003
Net Revenues $2,310,476 $-- $-- $-- $2,310,476
Depreciation and
Amortization 16,057 -- 1,496 -- 17,553
Operating Income (Loss) 74,581 -- ($103,945) ($72,497) ($101,861)
Net Income (Loss) 46,751 -- ($106,786) ($68,052) ($128,087)
Three Months Ended January 31, 2002
Net Revenues 2,233,040 -- -- -- 2,233,040
Depreciation and
Amortization 13,815 -- 1,496 -- 15,311
Operating Income (Loss)113,607 -- (2,157) (79,347) 32,103
Net Income (Loss) 76,467 -- (1,009) (67,563) 7,895
Nine Months Ended January 31, 2003
Net Revenues 7,929,975 -- -- -- 7,929,975
Depreciation and
Amortization 47,882 -- 4,487 -- 52,369
Operating Income (Loss)309,917 -- (110,089) (214,577) (14,749)
Net Income (Loss) 219,145 -- (118,835) (195,972) (95,662)
Nine Months Ended January 31, 2002
Net Revenues 8,929,867 34,411 2,768 -- 8,967,045
Depreciation and
Amortization 46,491 56,112 4,196 -- 106,799
Operating Income (Loss)461,080 (367,724) (7,014) (170,659) (84,317)
Net Income (Loss) 359,076 (389,709) (5,746) (133,409) (169,788)
Total Assets at
January 31, 2003 2,246,583 -- 117,448 258,568 2,622,599
Goodwill at
January 31, 2003 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
Inter-segment transactions included a management fee between Corporate
and Fisher for the nine months ended January 31, 2002, of $30,000.
6. Inventories
Inventories are summarized as follows:
January 31, 2003 April 30, 2002
________________________________
Raw Materials $74,113 $174,113
Finished Goods 210,238 219,499
________________________________
$284,351 $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.
8. Note Receivable Related Party
The Company has a note receivable from a related party, New Valu, Inc.,
for $162,000 in the current period. New Valu, Inc. is a company controlled
by members of the Koffman family, of which David Koffman and Robert Nolt are
officers of. The note is payable on demand with an annual interest rate of
5.5%.
9. Subsequent Event
In February 2003, the Company filed a Preliminary Proxy Statement
regarding a Special Meeting of Stockholders. At this special
meeting, the shareholders will be asked to consider and vote upon
the adoption of an Agreement and Plan of Merger, dated February 3,
2003, providing for the merger of J Merger Corp. ("Merger Corp"),
a newly formed Delaware corporation, into Jayark. Merger Corp is
a wholly owned subsidiary of J Acquisition Corp, a Nevada
Corporation ("Parent"), which was formed for the purpose of the
merger and is owned by certain officers and directors of Jayark
and their affiliates.
In accordance with the merger, each outstanding share of common
stock will be converted into the right to receive $.40 in cash,
except for shares held by Parent and shares held by stockholders
who have perfected their dissenters' rights, which will be subject
to appraisal in accordance with Delaware law. If the stockholders
of Jayark adopt the merger agreement, Jayark will no longer be a
publicly traded company.
The merger will not be complete without the affirmative vote of
holders of a majority of the outstanding shares of common stock
to adopt the merger agreement. The Parent has agreed to vote all
shares of common stock owned by it in favor of the adoption of the
merger agreement. The Parent beneficially owns approximately 87%
of the outstanding common stock. The Board of Directors of Jayark
Corporation has unanimously approved the merger agreement.
Any stockholder who does not vote in favor of adopting the merger
agreement and who properly demands appraisal under Delaware law will
have the right to have the fair value of his shares determined by a
Delaware court.
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 Nine Months Ended
January 31, January 31, January 31, January 31,
2003 2002 2003 2002
_______________________________________________
Net Sales $2,310,476 $2,233,040 $7,929,975 $8,932,635
Net Income ($128,087) $7,895 ($95,662) $189,922
===============================================
Net Income per Common Share
- Basic and Diluted: ($.05) $.00 ($.03) $.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 into 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 January 31, 2003 as compared to January 31, 2002
NET REVENUES
____________
Net Revenues of $2,310,000 for the three months ended January 31,
2003, increased $77,000, or 3.5%, as compared to the same period
in 2002 due to an increase in direct sales at AVES partly due to
lowering prices to attract additional sales.
COST OF REVENUES
________________
Cost of Revenues of $2,051,000 increased $239,000, or 13.2%, as
compared to the same period last year. This was a result of the
increased revenues for AVES discussed above combined with a $100,000
inventory write down on Med component parts related to the NetSafe
Enclosure Beds primarily due to the slow movement of this inventory
over the past twelve plus months, continued decline in the overall
economy and lack of any purchase commitments for the finished
inventory items.
GROSS MARGIN
____________
Gross Margin of $259,000 was 11.2% of revenues, as compared to
$421,000, or 18.8%, for the same period last year. This decrease
was due to lower profit margins at AVES as compared to the prior
year resulting from efforts including lowering prices to increase
revenues, as well as the write down in Med's inventory as discussed
above.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
____________________________________________
Selling, General and Administrative Expenses of $361,000 decreased
$27,000 or 7.0% as compared to the same period last year. AVES'
expenses decreased $22,000 primarily due to decreased payroll
expenses and Corporate's expenses decreased $7,000 due to decreased
expenses relating to printing and mailings to shareholders. These
reductions were partially offset by a $2,000 increase in Med's
expenses.
OPERATING INCOME (LOSS)
________________________
Operating Loss of $102,000 decreased $134,000 as compared to
consolidated operating income of $32,000 for the same period last
year. The decrease in operating income was primarily the result
of Med's increased operating loss of $102,000 due to the Company's
decision to write down certain Med inventories to its net realizable value,
as well as a $39,000 decrease in AVES' operating income due to
lower gross margins as discussed above and Corporate's operating
loss decreased $7,000 due to decreased Corporate expenses.
NET INTEREST EXPENSE
____________________
Net Interest Expense of $27,000 increased $3,000, or 11.8%. This
increase is due to a decrease in interest income at Med as a result
of the Fisher divestiture.
NET INCOME (LOSS)
_________________
Net Loss of $128,000 increased $136,000 as compared to consolidated
net income of $8,000 during the same period last year. This
increased loss is principally due to Med's $100,000
inventory write-down discussed above, combined with decreased
income of $30,000 at AVES as a result of lower gross margins
discussed above and Corporate's increased loss of $1,000.
Nine Months Ended January 31, 2003 as compared to January 31, 2002
NET REVENUES
____________
Net Revenues of $7,930,000 for the nine months ended January 31,
2003, decreased $1,037,000, or 11.6%, as compared to the same
period in 2002. This was a result of a $999,000, or 11.2%, 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 2003 versus $35,000 in 2002. Med had zero sales in 2003
versus $3,000 in 2002. The Company has recently engaged in new
sales and marketing efforts for Med's product, the NetSafe Enclosure
bed, since historically Fisher, prior to the Fisher divestiture,
had provided sales and marketing support for the Med Services product.
COST OF REVENUES
________________
Cost of Revenues of $6,821,000 decreased $657,000, or 8.8%, as
compared to the same period last year. This was primarily a
result of the decreased revenues discussed above. This decrease
was partially offset by a $100,000 write down of Med's inventory
during the third quarter and as discussed previously.
GROSS MARGIN
_____________
Gross Margin of $1,109,000 was 13.9% of revenues, as compared to
$1,489,000, or 16.6%, for the same period last year. The 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 as well as the write down in Med's inventory as
discussed above.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
____________________________________________
Selling, General and Administrative Expenses of $1,124,000 decreased
$449,000 or 28.6% 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 $102,000 due to
decreased payroll, property tax and bad debt expenses. These
reductions were partially offset by a $44,000 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 LOSS
______________
Operating Loss of $15,000 decreased $70,000, or 82.5%, as compared
to $84,000 for the same period last year. The decrease in operating
loss 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 $151,000 due to decreased gross margin discussed above,
Corporate's operating loss increased $44,000 due to increased
expenses and no intersegment management fee to offset expenses
and Med's operating loss increased $103,000 due to the write
down in Med's inventory.
NET INTEREST EXPENSE
____________________
Net Interest Expense of $79,000 decreased $6,000, or 6.5%. This
decrease was the result of decreased debt combined with lower
interest rates as compared to the prior year.
LOSS BEFORE INCOME TAXES
________________________
Loss Before Income Taxes of $94,000 decreased $75,000, or 44.4%
as compared to $169,000 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 nine months ended January 31, 2003
were incurred for state income tax expenses versus $1,000 in the
prior year.
NET LOSS
________
Net Loss of $96,000 decreased $74,000 as compared to $170,000
during the same period last year. This decrease is principally
due to a $390,000 improvement to the bottom line as a result of
the October 1, 2001 Fisher divestiture transaction, partially
offset by a $140,000 decrease in net income at AVES, a $63,000
increase in net loss at Corporate and a $113,000 increased loss
at Med as a result of those items discussed previously.
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
______________________________________________________
The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States
of America requires management to make decisions based upon
estimates, assumptions, and factors it considers as relevant
to the circumstances. Such decisions include the selection of
applicable accounting principles and the use of judgment in their
application, the results of which could differ from those
anticipated.
A summary of significant accounting policies used in the preparation
of the consolidated financial statements is contained in Note 1,
in the Company's Report on Form 10K. 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.
The Company values 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. During
the quarter ended January 31, 2003, the Company recorded an
inventory write down in the amount of $100,000, related to Med's
NetSafe Enclosure Bed components. The write down relates to the
slow movement of the inventory over the past twelve months, the
continued decline in the overall economy, lack of any
purchase commitments for finished product, as well as management's
estimate of future demand and selling price of the current levels
of inventory related to the NetSafe Enclosure Beds.
In the event that actual results differ from these estimates or
the Company adjusts these estimates in future periods, the Company
may need to write down the inventory further which could materially
impact the financial position and results of operations of the
Company.
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 January 31, 2003 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 $1,335,000 at January 31, 2003, compared with
$1,325,000 at April 30, 2002.
Net cash provided by operating activities was $352,000 in 2003 as
compared with $332,000 in 2002.
Cash flows used in investing activities were $184,000 in 2003 as
compared with $91,000 in 2002. This difference in cash provided
in the current period is primarily the result of a note receivable
from a related party for $162,000 combined with decreased purchases
of plant and equipment as compared to the prior year.
Cash flows used in financing activities were $49,000 in 2003 as
compared with $100,000 in 2002. The difference is a result of
payments on the Company's line of credit.
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.
The Company has a note receivable from a related party, New Valu, Inc.,
for $162,000 in the current period. New Valu, Inc. is a company
controlled by members of the Koffman family, of which David Koffman
and Robert Nolt are officers of. The note is payable on demand with an
annual interest rate of 5.5%.
At January 31, 2003, the Company continues to have accrued unpaid
wages aggregating $411,022. 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 $330,022 as deferred
compensation in the consolidated condensed balance sheet at
January 31, 2003.
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 Leases $780,000 $90,000 $180,000 $180,000 $330,000
Accrued Interest
- Related Parties $716,008 $-- $716,008 $-- $--
_______________________________________________________________________
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 December 2002, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure,
an amendment of FASB Statement No. 123 (SFAS No. 148). SFAS No. 148
amends FASB Statement No. 123, Accounting for Stock-Based Compensation,
to provide alternative methods of transition for a voluntary change
to the fair value method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure
requirements of Statement No. 123 to require prominent disclosures
in both annual and interim financial statements. The Company is
currently evaluating SFAS No. 148 to determine if it will adopt SFAS
123 to account for employee stock options using the fair value method,
and if so, when it will begin the transition to this method.
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 January 31, 2003, 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
The Company maintains a system of "Disclosure Controls and
Procedures" (as defined in Exchange Act Rules 13a-14 and 15d-14)
designed to provide reasonable assurance as to the reliability of
the financial statements and other disclosures included in this
quarterly report, as well as to safeguard assets from unauthorized
use or disposition.
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. 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.
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 April 29, 2003
_________________________________ ________________________
David L. Koffman, President
Chief Executive Officer
/s/ Robert C. Nolt April 29, 2003
_________________________________ ________________________
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 April 29, 2003
____________________________________ _______________
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 April 29, 2003
_________________________________ __________________
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 January 31,
2003 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 April 29, 2003
_____________________________ _______________
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 January 31,
2003 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 April 29, 2003
_________________________________ _______________
Robert C. Nolt
Chief Financial Officer