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: July 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 September 2, 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 - July 31, 2003
and April 30, 2003 Unaudited).....................................3
Consolidated Condensed Statements of Operations -
Three Months Ended July 31, 2003 and 2002 (Unaudited)...............4
Consolidated Condensed Statements of Cash Flows -
Three Months Ended July 31, 2003 and 2002(Unaudited)...............5
Notes to Consolidated Condensed Financial Statements
(Unaudited)........................................................6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................8-13
Item 3. Quantitative and Qualitative Disclosures About Market Risk......13
Item 4. Controls and Procedures.......................................13
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ............................13-14
Signatures...................................................15
Certifications................................................16-17
Exhibits......................................................18
Page 2
PART I.
ITEM 1. Consolidated Condensed Financial Statements
Jayark Corporation and Subsidiaries
Consolidated Condensed Balance Sheets
(Unaudited)
July 31, 2003 April 30, 2003
Assets
Current Assets:
Cash and Cash Equivalents $699,480 $999,088
Accounts Receivable - Trade, less allowance
for doubtful Accounts of $96,268 and $94,447,
respectively 1,055,506 891,964
Inventories 440,200 298,040
Note Receivable - Related Party 161,865 161,865
Other Current Assets 103,021 72,474
__________ __________
Total Current Assets 2,460,072 2,423,431
Property, Plant & Equipment, net 128,427 141,052
Goodwill 204,662 204,662
__________ __________
Total Assets $2,793,161 $2,769,145
=========== ==========
Liabilities
Current Liabilities:
Borrowings Under Lines of Credit $250,000 $250,000
Current Portion of Long Term Debt -
Related Parties 161,332 161,332
Accounts Payable and Accrued Expenses 424,440 448,233
Accrued Salaries 177,309 152,025
Other Current Liabilities 75,226 65,955
_________ _________
Total Current Liabilities 1,088,307 1,077,545
Long Term Debt - Related Parties, excluding
current portion 1,213,661 1,213,661
Deferred Compensation 384,464 362,665
Accrued Interest - Related Parties 768,883 742,446
_________ _________
Total Liabilities 3,455,315 3,396,317
__________ _________
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 (13,549,578) (13,514,596)
Treasury Stock, 7,500 shares at cost (750) (750)
____________ ____________
Total Stockholders' Deficit (662,154) (627,172)
____________ ____________
Total Liabilities & Stockholders' Deficit $2,793,161 $2,769,145
============ ============
See accompanying notes to consolidated condensed financial statements
Page 3
Jayark Corporation and Subsidiaries
Consolidated Condensed Statements of Operations
(Unaudited)
Three Months Ended
____________________________
July 31, 2003 July 31, 2002
____________________________
Net Revenues $2,889,498 $2,888,525
Cost of Revenues 2,509,999 2,462,559
_________ _________
Gross Margin 379,499 425,966
Selling, General and Administrative 392,521 405,631
_________ _________
Operating Income (Loss) (13,022) 20,335
__________ _________
Interest Income 21,027 13,417
Interest Expense (42,737) (39,138)
_________ __________
Net Interest Expense (21,710) (25,721)
Loss Before Income Taxes (34,732) (5,386)
Income Taxes 250 1,740
__________ _________
Net Loss ($34,982) ($7,126)
========== =========
Weighted Average Common Shares 2,766,396 2,766,396
========== =========
Basic and Diluted Loss per Common Share ($.01) ($.00)
========== ==========
See accompanying notes to consolidated condensed financial statements
Page 4
Jayark Corporation and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
Three Months Ended
______________________________
July 31, 2003 July 31, 2002
______________________________
Cash Flows From Operating Activities:
Net Loss ($34,982) ($7,126)
Adjustments to Reconcile Net Loss to Net
Cash Flows Used By Operating Activities:
Depreciation and Amortization 12,625 16,406
Provision for Doubtful Accounts 1,821 1,886
Changes In Assets and Liabilities,
Net of Divestiture of Fisher:
Accounts Receivable (165,363) (248,334)
Inventories (142,160) 11,689
Other Current Assets (30,547) (44,075)
Accounts Payable and Accrued Expenses (23,793) 26,584
Accrued Salaries and Deferred
Compensation 47,083 11,489
Accrued Interest - Related Parties 26,437 26,437
Other Liabilities 9,271 (25,415)
__________________________
Net Cash Used By Operating Activities (299,608) (230,459)
__________________________
Net Decrease in Cash and Cash Equivalents (299,608) (230,459)
Cash & Cash Equivalents at Beginning of
Period 999,088 866,971
_________________________
Cash & Cash Equivalents at End of Period $699,480 $636,512
=========================
Supplemental Disclosures:
Cash Paid During the Period for
Interest $2,651 $3,696
=========================
Taxes $250 $1,740
=========================
See accompanying notes to consolidated financial statements
Page 5
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, 2003, 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. Recent Accounting Pronouncements
In December 2002, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 148, "Accounting for Stock
Based Compensation - Transition and Disclosure", which provided alternative
methods of transition to the fair value method of accounting for stock-based
compensation of SFAS 123, "Accounting for Stock-Based Compensation". SFAS
No. 148, also amended the disclosure provisions of SFAS 123 to require
expanded and more prominent disclosure in both annual and interim financial
statements about the method of accounting with respect to stock-based
compensation and the effect of the method on reported net income. The
disclosure provisions of SFAS No. 148 were effective for the Company at
April 30, 2003.
All options were issued in Fiscal 2002 (year ending April 31, 2002) and
vested immediately. Accordingly, there is no pro forma compensation
expense recognizable in the three months ended July 31, 2003 or 2002.
In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity." SFAS No. 150 establishes standards for how an issuer
classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an
issuer classify a financial instrument that is within its scope as a
liability (or an asset in some circumstances). Many of these instruments
were previously classified as temporary equity. SFAS No. 150 was
effective for financial instruments entered into or modified
after May 31, 2003, and otherwise shall be effective at the beginning of
the first interim period beginning after June 15, 2003. Adoption of SFAS
No. 150 is not expected to have an impact on our consolidated financial
position, results of operations or cash flows.
3. Reclassifications
Certain reclassifications have been made in the fiscal 2003 consolidated
condensed financial statements to conform to the presentation used in the
fiscal 2004 consolidated condensed financial statements.
5. Segment Data
Page 6
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. The
decision was made by management in January 2003, due to continued economic
decline through the third quarter of fiscal 2003, coupled with continued
curtailments in healthcare spending, and due to the lack of any firm
purchase commitments for finished beds, to cease any further development
of the NetSafe Enclosure Bed. Med's marketing approach with respect to
the remaining inventory ($102,000) is to continue to pursue those parties
who have previously expressed an interest in the product.
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 Med Unallocated Consolidated
_________________________________________________
Three Months Ended July 31, 2003
Net Revenues $2,889,498 -- -- $2,889,498
Depreciation and
Amortization 11,128 1,497 -- 12,625
Operating Income (Loss) 92,302 (1,971) (103,353) (13,022)
Interest Expense (Income) (18,730) 2,651 37,789 21,710
Net Income (Loss) 66,032 (4,621) (96,393) (34,982)
Three Months Ended July 31, 2002
Net Revenues 2,888,525 -- -- 2,888,525
Depreciation and
Amortization 14,910 1,496 -- 16,406
Operating Income (Loss) 102,189 (4,259) (77,595) 20,335
Interest Expense (Income) (13,205) 1,545 37,381 25,721
Net Income (Loss) 70,394 (6,535) (70,987) (7,126)
Total Assets at
July 31, 2003 2,433,637 111,092 248,432 2,793,161
Goodwill at
July 31, 2003 204,662 -- -- 204,662
Total Assets at
April 30, 2003 2,460,810 113,063 195,272 2,769,145
Goodwill at
April 30, 2003 204,662 -- -- 204,662
6. Inventories
Inventories are summarized as follows:
July 31, 2003 April 30, 2003
________________________________
Raw Materials $74,113 $74,113
Finished Goods 366,087 223,927
_________________________________
$440,200 $298,040
=================================
Page 7
7. Loss Per Common Share
Basic loss per common share is based upon the weighted average number
of common shares outstanding. Diluted 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 170,000 shares, had no impact on the loss per common share
calculation in any periods presented as their impact was antidilutive.
8. Note Receivable Related Party
On December 31, 2002, the Company advanced $161,865 pursuant to a note
receivable to New Valu, Inc., a related party 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. Going Private Transaction
In February 2003, the Company filed a Preliminary Proxy Statement
regarding a Special Meeting of Stockholders. In August 2003, the
Company filed an Amended Preliminary Proxy Statement in response to
SEC comment letters. 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
currently owns approximately 75% 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 February 2003, the Company filed a Preliminary Proxy Statement regarding
a Special Meeting of Stockholders. In August 2003, the Company filed an
Amended Preliminary Proxy Statement in response to SEC comment letters. 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.
Page 8
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
currently owns approximately 75% 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.
Three Months Ended July 31, 2003 as compared to July 31, 2002
NET REVENUES
Net Revenues of $2,889,000 for the three months ended July 31, 2003,
increased $1,000 as compared to the same period in 2002 due to an
increase in sales at AVES.
COST OF REVENUES
Cost of Revenues of $2,510,000 increased $47,000, or 1.9%, as compared
to the same period last year. This was a result of a change in the
product mix resulting in higher unit costs.
GROSS MARGIN
Gross Margin of $379,000, or 13.1% of revenues, decreased $46,000, or
10.9%, as compared to a gross margin of $426,000, or 14.7% of revenues,
for the same period last year. This decrease was due to lower profit
margins at AVES as compared to the prior year resulting from a change
in the product mix resulting in higher unit costs.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, General and Administrative Expenses of $393,000 decreased
$13,000 or 3.2% as compared to the same period last year. AVES'
expenses decreased $37,000 primarily due to decreased payroll expenses
and Med's expenses decreased $2,000 due to decreased bad debt expense.
These reductions were partially offset by a $26,000 increase in
Corporate's expenses resulting from increased accounting fees and
travel and insurance expenses.
OPERATING INCOME (LOSS)
Page 9
Operating Loss of $13,000 decreased $33,000 as compared to consolidated
operating income of $20,000 for the same period last year. The decrease
in operating income was primarily the result of the decrease in gross
margins only partially offset by lower expenses discussed above.
Corporate's operating loss increased $26,000 due to an increase in
expenses discussed above, AVES' operating income decreased $9,000 due
to a decrease in gross margins only partially offset by lower expenses
discussed above and Med's operating loss decreased $2,000 as a result of
decreased expenses discussed above.
NET INTEREST EXPENSE
Net Interest Expense of $22,000 decreased $4,000, or 15.6%. This
decrease is due to decreased debt combined with lower interest rates
as compared to the prior year along with an increase in interest income.
LOSS BEFORE INCOME TAXES
Loss Before Income Taxes of $35,000 increased $30,000, or 544.8%, as
compared a net loss of $5,000 during the same period last year. Overall
change in loss before income taxes was a result of those fluctuations
noted above.
INCOME TAXES
Income Taxes of $250 decreased $1,490, or 85.6%, as compared to $1,740
during the same period last year. This is a result of lower state
income tax expense.
NET LOSS
Net Loss of $35,000 increased $28,000, or 390.9%, as compared a net
loss of $7,000 during the same period last year. This increased loss
is principally due to decreased gross margins only partially offset by
lower expenses discussed above. Corporate's loss increased $26,000,
AVES' income decreased $4,000 and Med's loss decreased $2,000 due to
the fluctuations noted above.
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.
Page 10
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 fiscal 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
anticipated 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
Page 11
At July 31, 2003 and April 30, 2003, consolidated open lines of credit
available to the Company for borrowing were $1,000,000. 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 $1,372,000 at July 31, 2003, compared with
$1,346,000 at April 30, 2003.
Net cash used by operating activities was $300,000 in 2003 as compared
with $230,000 in 2002. This increase is primarily due to the increased
loss, an increase in inventory levels, offset by a reduction in
receivables.
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 ($323,880). The current portion of the related notes aggregated
$161,332. The remaining balance on these related notes matures in
December 2004 at which time the entire remaining unpaid principal
balance, aggregating $1,213,661, plus accrued interest, aggregating
$261,374, is due.
The Company has a note receivable from a related party, New Valu,
Inc., for $161,865. New Valu, Inc. is a company controlled by
members of the Koffman family, of which David Koffman and Robert
Nolt are officers. The note is payable on demand with annual
interest rate of 5.5%.
At July 31, 2003, the Company continues to have accrued unpaid wages
aggregating $465,464. 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 balance sheet, and reflected $384,464 as deferred
compensation in the consolidated balance sheet at July 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 After
Total 1 Year 2-3 Years 4-5 Years 5 Years
__________________________________________________________________________
Contractual Obligations Payments Due by Period
__________________________________________________________________________
Long Term Debt -
Related Parties $1,374,993 $161,332 $1,213,661 $-- $--
Operating Leases $735,000 $90,000 $180,000 $180,000 $285,000
Accrued Interest -
Related Parties $768,883 $-- $768,883 $-- $--
___________________________________________________________________________
Other Commercial
Commitments Amount of Commitment Expiration Per Period
___________________________________________________________________________
Page 12
Lines of Credit $250,000 $250,000 $-- $-- $--
Recent Accounting Pronouncements
In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity." SFAS No. 150 establishes standards for how an issuer classifies
and measures certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). Many of these instruments were previously classified as
temporary equity. SFAS No. 150 was effective for financial instruments
entered into or modified after May 31, 2003, and otherwise shall be
effective at the beginning of the first interim period beginning after
June 15, 2003. Adoption of SFAS No. 150 is not expected to have an impact
on our consolidated financial position, results of operations or cash flows.
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 July 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's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness
of the Company's disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures, as of the end of the period covered by
this report, were designed and are functioning effectively to provide
reasonable assurance that the information required to be disclosed by the
Company in reports filed under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms. The Company believes that a
controls system, no matter how well designed and operated, cannot provide
absolute assurance that the objectives of the controls system are met,
and no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been
detected.
No change in the Company's internal control over financial reporting
occurred during the Company's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the
Company's internal controls over financial reporting.
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits -
Page 13
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
Page 14
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 September 10, 2003
David L. Koffman, President
Chief Executive Officer
/s/ Robert C. Nolt September 10, 2003
Robert C. Nolt
Chief Financial Officer
Page 15
Certifications
I, David L. Koffman, Chief Executive Officer of Jayark Corporation,
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
such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
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, and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the end
of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors:
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
/s/ David L. Koffman September 10, 2003
David L. Koffman, President
Chief Executive Officer
Page 16
I, Robert C. Nolt, Chief Financial Officer of Jayark Corporation,
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 such
term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
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, and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the end of
the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors:
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
/s/ Robert C. Nolt September 10, 2003
Robert C. Nolt
Chief Financial Officer
Page 17
Exhibit 99.1
CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER RELATING TO A PERIODIC
REPORT CONTAINING FINANCIAL STATEMENTS
I, David L. Koffman, Chief Executive Officer of Jayark Corporation,
a Delaware Corporation (the "Company"), hereby certify that, to my
knowledge,
(1) The Company's periodic report on Form 10-Q for the period ended
July 31, 2003 (the "Form 10-Q") fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and
(2) The information contained in the Form 10-Q fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
/s/ David L. Koffman September 10, 2003
David L. Koffman, President
Chief Executive Officer
Exhibit 99.2
CERTIFICATION BY THE CHIEF FINANCIAL OFFICER RELATING TO A PERIODIC
REPORT CONTAINING FINANCIAL STATEMENTS
I, Robert C. Nolt, Chief Financial Officer of Jayark Corporation, a
Delaware Corporation (the "Company"), hereby certify that, to my
knowledge,
(1) The Company's periodic report on Form 10-Q for the period ended
July 31, 2003 (the "Form 10-Q") fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended; and
(2) The information contained in the Form 10-Q fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
/s/ Robert C. Nolt September 10, 2003
Robert C. Nolt
Chief Financial Officer
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