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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT #1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
---------------------------------------------
Commission File Number 0-21041
EXCELON CORPORATION
-------------------
(Exact name of registrant as specified in its charter)
Delaware 02-0424252
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25 Mall Road, Burlington, MA 01803
---------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 674-5000
Indicate by check mark whether the Registrant (1) has filed all reports required
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
--- ---
The number of shares outstanding of the registrant's common
stock as of April 30, 2000 was 29,322,530.
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<PAGE>
EXCELON CORPORATION
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page
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<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999 3
Consolidated Statements of Operations for the Three Months
Ended March 31, 2000 and 1999 4
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2000 and 1999 5
Notes to the Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
eXcelon Corporation
Consolidated Balance Sheets
(in thousands, except shares)
March 31, December 31,
2000 1999
--------------- ---------------
Assets (Unaudited)
Current assets:
Cash and cash equivalents $ 15,362 $ 13,847
Short-term investments 4,977 5,327
Accounts receivable, net 13,708 13,902
Prepaid expenses and other current assets 1,283 946
------------ -------------
Total current assets 35,330 34,022
Property and equipment, net 5,063 5,169
Marketable securities 3,982 4,589
Capitalized software, net 2,572 2,503
Other assets 1,117 1,122
------------ ------------
Total assets $ 48,064 $ 47,405
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of capital lease obligations $ - $ 17
Accounts payable 3,991 3,404
Accrued expenses 3,532 3,898
Accrued compensation 2,575 2,876
Deferred revenue 7,946 7,697
------------ ------------
Total current liabilities 18,044 17,892
Stockholders' equity:
Preferred stock, $.01 par value; authorized 5,000,000
shares; no shares issued or outstanding - -
Common stock, $.001 par value; authorized 200,000,000 shares;
29,233,592 and 28,117,730 shares issued and outstanding
29 29
Additional paid-in capital 69,861 66,731
Accumulated deficit (35,764) (35,054)
Accumulated other comprehensive loss (3,533) (1,620)
Advances to stockholders (573) (573)
------------- -------------
Total stockholders' equity 30,020 29,513
------------- -------------
Total liabilities and stockholders' equity $ 48,064 $ 47,405
============= =============
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
3
<PAGE>
eXcelon Corporation
Consolidated Statements of Operations
Unaudited
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------------------------------
2000 1999
<S> <C> <C>
Revenues:
Software $ 10,074 $8,204
Services 6,930 4,904
------ -----
Total revenues 17,004 13,108
Cost of revenues:
Cost of software 633 418
Cost of services 3,760 2,985
----- -----
Total cost of revenues 4,393 3,403
Gross profit 12,611 9,705
Operating expenses:
Selling and marketing 9,105 7,981
Research and development 3,020 2,470
General and administrative 1,537 1,528
----- -----
Total operating expenses 13,662 11,979
Operating loss (1,051) (2,274)
Other income, net 341 265
----- -----
Net loss $ (710) $ (2,009)
======= =========
Loss per share:
Basic $ (0.02) $ (0.07)
Diluted $ (0.02) $ (0.07)
Weighted average shares outstanding:
Basic 29,085 28,088
Diluted 29,085 28,088
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
4
<PAGE>
eXcelon Corporation
Consolidated Statements of Cash Flows
Unaudited
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
-------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (710) $(2,009)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 1,039 602
Bad debt expense 26 350
Other 15 20
Changes in operating assets and liabilities:
Accounts receivable 96 1,531
Prepaid expenses and other current assets (339) (241)
Other assets (8) (51)
Accounts payable and accrued expenses (29) (682)
Deferred revenue 391 704
--- ---
Net cash provided by operating activities 481 224
--- ---
Cash flows from investing activities:
Capital expenditures (500) (419)
Purchased Software (325) (40)
Purchases of marketable securities (2,384) (4,006)
Proceeds from maturities and sales of marketable securities 3,341 6,062
----- -----
Net cash provided by investing activities 132 1,597
--- -----
Cash flows from financing activities:
Proceeds from the issuance of common stock 1,156 157
Purchases of treasury stock - (247)
Repayments of capital lease obligations (17) (3)
---- ---
Net cash provided by (used for) financing activities 1,139 (93)
----- ----
Effect of exchange rate changes on cash (237) (133)
----- -----
Net change in cash and cash equivalents 1,515 1,595
Cash and cash equivalents, beginning of period 13,847 14,846
------ ------
Cash and cash equivalents, end of period $ 15,362 $ 16,441
======== ========
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
5
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
A. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of eXcelon
Corporation and its wholly owned subsidiaries. All significant intercompany
transactions and balances have been eliminated. In the opinion of management,
the accompanying unaudited consolidated financial statements contain all
adjustments, consisting only of those of a normal recurring nature, necessary
for a fair presentation of our financial position, results of operations, and
cash flows at the dates and for the periods indicated. While we believe that the
disclosures presented are adequate to make the information not misleading, these
financial statements should be read in conjunction with the consolidated
financial statements and related notes included in our Annual Report on Form
10-K for the year ended December 31, 1999. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to Securities and Exchange Commission rules and regulations. Certain
reclassifications have been made for consistent presentation. We operate in a
single industry segment: computer software and related services.
The results for the three months ended March 31, 2000 are not necessarily
indicative of the results to be expected for the entire fiscal year ending
December 31, 2000.
B. NET LOSS PER SHARE
Basic earnings per share is computed by dividing net income by the
weighted-average number of common shares outstanding for the period. Diluted
earnings per share is computed by dividing net income by the sum of the
weighted-average number of common shares outstanding for the period plus the
number of common shares issuable upon the assumed exercise of all dilutive
securities, such as stock options. The following is a calculation of earnings
per share ("EPS") for the three months ended March 31, 2000 and 1999 (in
thousands, except per share amounts):
2000 1999
---- ----
Net loss $ (710) $ (2,009)
======= =========
Weighted average shares outstanding: 29,085 28,088
Stock options (dilutive) - -
---------- ----------
Diluted shares 29,085 28,088
====== ======
Basic EPS $ (0.02) $ (0.07)
Diluted EPS $ (0.02) $ (0.07)
Options to purchase 4,489,211 and 1,960,765 shares of common stock were
outstanding for the three months ended March 31, 2000 and 1999, respectively but
were excluded from the computations of diluted earnings per share as the
inclusion of these shares would have been anti-dilutive due to the net loss
incurred in both periods presented.
C. COMPREHENSIVE INCOME
The table below sets forth comprehensive loss for the three-month periods ended
March 31, 2000 and 1999 (in thousands):
2000 1999
---- ----
Net loss $ (710) $ (2,009)
Accumulated other comprehensive loss:
Foreign currency translation adjustments (135) (341)
Net unrealized loss on marketable securities (2) (5)
------- ---------
Comprehensive loss $ (847) $ (2,355)
======= =========
6
<PAGE>
D. NEW ACCOUNTING STANDARDS
In March 2000, the Financial Accounting Standards Board ("FASB") released FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation" ("FIN 44"), an interpretation of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). FIN 44
provides guidance for certain issues that arise in applying APB 25. We
anticipate that the adoption of FIN 44 will not have a significant effect on our
financial position and results of operations.
In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements,"
("SAB 101") as amended by SAB 101A, which is effective no later than the quarter
ending June 30, 2000. SAB 101 clarifies the SEC's views regarding recognition of
revenue. We will adopt SAB 101 in the second quarter of 2000 and are currently
evaluating the effects it will have. We anticipate that the adoption of SAB 101
will not have a material effect on our financial position and results of
operations.
On June 15, 1998, the FASB issued Statement of Financial Accounting Standard No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133"). SFAS 133 is effective for fiscal years beginning after June 15, 2000.
SFAS 133 requires that all derivative instruments be recorded on the balance
sheet at their fair values. Changes in fair values of derivatives are recorded
each period in current earnings or other comprehensive income, depending on
whether a derivative is designated as part of a hedge transaction and, if it is,
depending on the type of hedge transaction. We anticipate that the adoption of
SFAS 133 will not have a material effect on our financial position and results
of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Report contains forward-looking statements, which reflect the current views
of management with respect to future events that will have an effect on our
future financial performance, including without limitation statements regarding
future revenue and expense levels, the impact of various legal claims and
adequate liquidity to meet our capital and operating requirements for the next
twelve months. These statements include the words "expect," "believe,"
"estimate," and similar expressions. Such statements are not guarantees of
future performance, and involve certain risks, uncertainties and assumptions
that could cause our future results to differ materially from those expressed in
any forward-looking statements. We disclaim any intent or obligation to update
publicly any forward-looking statements whether in response to new information,
future events or otherwise. Important information about the basis for those
assumptions and factors that could cause our actual results to differ materially
from these forward-looking statements is contained in "Certain Factors That May
Affect Future Results" included in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contained in our 1999 Annual
Report on Form 10-K, which section is incorporated herein by reference.
RESULTS OF OPERATIONS
The following table shows certain consolidated financial data as a percentage of
our total revenue for the three months ended March 31, 2000 and 1999:
7
<PAGE>
Three Months Ended
March 31,
2000 1999
--------------------------------
Total revenues: 100% 100%
---- ----
Cost of revenues:
Software 4 3
Services 22 23
---- ----
Total cost of revenues 26 26
---- ----
Gross profit 74 74
---- ----
Operating expenses:
Selling and marketing 53 60
Research and development 18 19
General and administrative 9 12
---- ----
Total operating expenses 80 91
---- ----
Operating loss (6) (17)
Other income, net 2 2
---- ----
Net loss (4)% (15)%
==== =====
8
<PAGE>
TOTAL REVENUES. Our total revenues increased to $17.0 million for the three
months ended March 31, 2000 from $13.1 million for the same period for 1999,
reflecting a 41.3% increase in service revenues and a 22.8% increase in software
revenues. This increase was primarily due to increased demand for our recently
expanded line of business-to-business ("B2B") products and services.
SOFTWARE REVENUES. Software revenues increased 22.8% to $10.1 million for the
three months ended March 31, 2000 from $8.2 million for the same period in 1999.
This increase was primarily due to increased sales of B2B software, including
our new B2B Integration Server, which was released in March 2000, partially
offset by a decline in our Data Server software revenues. We expect software
license revenues from our B2B business to increase in future periods. As we
continue to place greater focus on our B2B product line, our Data Server
software license revenues may stabilize or decline in future periods. The timing
of closing large-sized software deals could result in fluctuations of future
software license revenues in any quarter.
SERVICES REVENUES. Services revenues increased 41.3% to $6.9 million for the
three months ended March 31, 2000 from $4.9 million for the same period in 1999.
The increase is due to higher demand for our consulting services related to
customer deployments of our software and to higher maintenance revenues,
reflecting continued growth in our installed base of Data Server and B2B product
lines. We plan to hire additional consulting personnel during 2000 to
accommodate projected additional growth for our consulting services driven by
our expectation of growing B2B software revenues in future periods.
REVENUES FROM INTERNATIONAL OPERATIONS. Revenues from operations of our
international subsidiaries increased as a percentage of our total revenues, to
48.5% for the three months ended March 31, 2000 compared with 44% for the same
period in 1999. The increase in international revenues as a percent of total
revenues was primarily due to growth in the Asia Pacific region.
COST OF SOFTWARE. Cost of software increased 51.4% to $633,000 for the three
months ended March 31, 2000 compared to $418,000 for the same period in 1999 and
increased as a percent of software revenues to 6.2% from 5.1% for the first
three months of 2000 and 1999, respectively. The increase is due to higher
amortization expense associated with additional purchases of technology from
third parties in 1999 and 2000 for inclusion in our recently expanded B2B
product line.
COST OF SERVICES. Cost of services increased 26.0% to $3.8 million for the three
months ended March 31, 2000 from $3.0 million for the same period in 1999 and
decreased as a percent of services revenues to 54.2% from 60.9% for the
corresponding periods. The increase in cost of services reflects growth in
staffing necessary to generate and support increased worldwide services revenues
and to provide customer support to our installed base. The decrease as a
percentage of revenues reflects higher utilization of consulting personnel as
well as increased maintenance revenue, which has a higher margin.
SELLING AND MARKETING. Selling and marketing expenses increased 14.1% to $9.1
million for the three months ended March 31, 2000 from $8.0 million for the same
period in 1999 and decreased as a percentage of total revenues to 53.5% from
60.9% for the same periods. The increase in dollars reflects the cost of hiring
additional sales and marketing personnel, the development of expanded sales
distribution channels, and an increase in promotional activities and marketing
programs, primarily relating to our Dynamic B2B Solutions product line. We
expect selling and marketing expense to continue to increase in absolute dollars
in future periods, but to remain at approximately the same percentage of
revenues as for the quarter ended March 31, 2000.
RESEARCH AND DEVELOPMENT. Research and development expenses increased 22.3% to
$3.0 million for the three months ended March 31, 2000 from $2.5 million for the
same period in 1999 and decreased as a percent of total revenues to 17.8% from
18.8% for the same periods. The increase in dollars was primarily due to
increased staffing associated with our recently expanded Dynamic B2B Solutions
product line.
GENERAL AND ADMINISTRATIVE. General and administrative expenses increased 0.6%
to $1.54 million for the three months ended March 31, 2000 from $ 1.53 million
in 1999 and decreased as a percentage of total revenues to 9.0% from 11.7% for
the same periods. We expect general and administrative expense to continue to
increase in absolute dollars in future periods, but to remain at approximately
the same percentage of revenues as for the quarter ended March 31, 2000.
9
<PAGE>
OTHER INCOME. Other income increased 28.7%, to $341,000 for the three months
ended March 31, 2000 from $265,000 for the same period for 1999. The increase
was largely the result of increased cash balances and higher rates of return on
our cash and investments.
PROVISION FOR INCOME TAXES. No income taxes were provided during the three
months ended March 31, 2000 and 1999 due to the net losses we incurred in both
periods.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, our principal sources of liquidity included $24.3 million of
cash, cash equivalents and short-term investments, as well as a $2.0 million
revolving line of credit with Silicon Valley Bank. Availability under the line
of credit, expiring September 2000, is based on a formula of eligible accounts
receivable, subject to compliance with certain covenants. Borrowings are
collateralized by our assets, excluding intellectual property, and bear interest
at the bank's prime rate. At March 31, 2000, no borrowings were outstanding, and
we were in compliance with the bank's covenants. A letter of credit in the
amount of $325,000 under the line of credit was outstanding at that date.
Net cash provided by our operating activities was $481,000 for the three months
ended March 31, 2000, as compared to $224,000 provided by operating activities
for the same period in 1999. The increase in cash provided was primarily due to
a lower net loss combined with higher levels of depreciation and amortization,
offset by changes in various working capital items, principally accounts
receivable, during the three months ended March 31, 2000 as compared to the same
period in 1999.
Our investing activities provided $132,000 of cash for the three months ended
March 31, 2000, as compared with cash provided by investing activities of $1.6
million for the same period in 1999. The decrease in cash provided was primarily
attributable to the net sale of $957,000 of marketable securities in 2000,
compared to the net sale of $2.1 million of marketable securities in the first
three months of 1999.
Our financing activities provided net cash of $1.1 million for the three months
ended March 31, 2000, as compared to $93,000 of cash used for financing
activities in the same period in 1999. The increase in cash provided was
primarily due to an additional $1.0 million in cash from stock option exercises
during the three months ended March 31, 2000 compared to the same period in
1999, as well as the non-recurring purchase of $247,000 of treasury shares
during the 1999 period.
We believe that our current cash, cash equivalents, marketable securities, bank
facilities and funds generated from operations, if any, will provide adequate
liquidity to meet our capital and operating requirements for the next twelve
months.
EURO CONVERSION
On January 1, 1999, eleven of the fifteen member countries of the European Union
established fixed conversion rates between their existing sovereign currencies
and the Euro, making the Euro their common legal currency on that date. The
legacy currencies will remain legal tender in the participating countries as
denominations of the Euro between January 1, 1999 and January 1, 2002 (the
"transition period").
During the transition period, public and private parties may pay for goods and
services using either the Euro or the participating country's legacy currency on
a "no compulsion, no prohibition" basis. However, conversion rates no longer
will be computed directly from one legacy currency to another. Instead, a
triangular process will apply whereby an amount denominated in one legacy
currency will first be converted into the Euro. The resultant Euro-denominated
amount will then be converted into the second legacy currency.
10
<PAGE>
We have evaluated the business implications of conversion to the Euro, including
technical adaptation of information technology and other systems to accommodate
Euro-denominated transactions, long-term competitive implications of the
conversions and the effect on market risk with respect to financial instruments
and do not expect a material impact on our operations.
NEW ACCOUNTING STANDARDS
In March 2000, the Financial Accounting Standards Board ("FASB") released FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation" ("FIN 44"), an interpretation of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). FIN 44
provides guidance for certain issues that arise in applying APB 25. We
anticipate that the adoption of FIN 44 will not have a significant effect on our
financial position and results of operations.
In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements,"
("SAB 101") as amended by SAB 101A, which is effective no later than the quarter
ending June 30, 2000. SAB 101 clarifies the SEC's views regarding recognition of
revenue. We will adopt SAB 101 in the second quarter of 2000 and are currently
evaluating the effects it will have. We anticipate that the adoption of SAB 101
will not have a material effect on our financial position and results of
operations.
On June 15, 1998, the FASB issued Statement of Financial Accounting Standard No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133"). SFAS 133 is effective for fiscal years beginning after June 15, 2000.
SFAS 133 requires that all derivative instruments be recorded on the balance
sheet at their fair values. Changes in fair values of derivatives are recorded
each period in current earnings or other comprehensive income, depending on
whether a derivative is designated as part of a hedge transaction and, if it is,
depending on the type of hedge transaction. We anticipate that the adoption of
SFAS 133 will not have a material effect on our financial position and results
of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes in our market risk exposure as described
in Management's Discussion and Analysis of Financial Condition and Results of
Operations included in our 1999 Annual Report on Form 10-K and which description
is incorporated herein by reference.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are subject to various legal proceedings and claims that arise in the
ordinary course of business. We currently believe that resolving these matters
will not have a material adverse impact on our consolidated financial
statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On January 27, 2000, a Special Meeting of Stockholders was held in Burlington,
Massachusetts to act upon a proposal to further amend our Amended and Restated
Certificate of Incorporation to change the name of our Company from Object
Design, Inc. to eXcelon Corporation. This matter was voted upon and approved by
the stockholders of the Company at the meeting as follows:
FOR AGAINST ABSTAIN
24,322,611 40,736 67,335
11
<PAGE>
ITEM 5. OTHER INFORMATION
SUBMISSION OF MATTER TO A VOTE OF THE COMPENSATION COMMITTEE
On February 16, 2000, the Compensation Committee of the Board of Directors
of the Company unanimously voted to amend all outstanding incentive stock
options and nonqualified stock options granted by the Company on or prior to or
after February 16, 2000 under both the Company's 1996 Incentive and Nonqualified
Stock Option Plan and/or the 1997 Nonqualified Stock Option Plan such that the
vesting schedule set forth in each option shall accelerate by twenty-four (24)
months upon a Change of Control. For purposes of such amendment, "Change of
Control" shall be deemed to have occurred if the Company (i) is acquired by,
merged into or consolidated with another corporation or entity under
circumstances in which the stockholders of the Company immediately prior to such
acquisition, merger or consolidation do not own, immediately after giving effect
to such acquisition, merger or consolidation, shares of capital stock
representing at least fifty percent (50%) of the voting power of the Company or
the surviving or resulting corporation or entity, as the case may be, (2) sells
or otherwise disposes of all or substantially all of its assets; provided,
however, that no acquisition, merger, consolidation, or disposition of assets
shall constitute a Change of Control if such transactions take place between or
among (x) two or more subsidiaries of the Company (if any) only or (y) the
Company and one or more of its subsidiaries (if any) only."
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT NUMBER DESCRIPTION
*3.3 Amended and Restated Certificate of Incorporation
*3.5 Amended and Restated By-laws of the Company
3.6 Certificate of Amendment of Amended and Restated Certificate of
Incorporation dated January 27, 2000 (filed herewith)
27.1 Financial Data Schedule (filed herewith)
* This exhibit is incorporated by reference to the similarly numbered exhibit
filed as part of the Company's Registration Statement on Form S-1, Securities
and Exchange Commission File No. 333-05241.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended March 31, 2000.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, eXcelon
Corporation has duly caused this Quarterly Report on Form 10-Q to be signed on
its behalf by the undersigned, thereunto duly authorized.
EXCELON CORPORATION
(Registrant)
May 12, 2000 By: /s/ Robert N. Goldman
-------------------------------------
Robert N. Goldman
President and Chief Executive Officer
May 12, 2000 By: /s/ Lacey P. Brandt
-------------------------------------
Lacey P. Brandt
Chief Financial Officer
13
