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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to _________
Commission file number 0-28822
ROCKSHOX, INC. (Exact name of registrant as specified in its charter)
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401 Charcot Avenue
San Jose, CA 95131
(Address of principal executive offices, including zip code)
(408) 435-7469
(Registrant's telephone number, including area code)
No Change
(Former name, former address and former fiscal year if changed
since last report)
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 reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]
As of February 11, 2000 there were 13,761,147 shares of the registrant's common stock outstanding.
ROCKSHOX, INC.
FORM 10-Q
INDEX
Part I: Financial Information
Item 1. Financial statements
Condensed Consolidated Balance Sheets as of December 31, 1999 and March 31, 1999
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosure about Market Risks
Part II: Other Information
Item 1: Legal Proceedings
Item 2: Changes in Securities and Use of Proceeds
Item 3: Defaults Upon Senior Securities
Item 4: Submission of Matters to a Vote of Security Holders
Item 5: Other Information
Item 6: Exhibits and Reports on Form 8-K
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
ROCKSHOX, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)
December 31, March 31,
1999 1999
------------ ------------
(Unaudited) (Audited)
ASSETS
Current assets:
Cash and cash equivalents......................... $1,496 $3,755
Trade accounts receivable, net of allowance for
doubtful accounts of $1,132 and $700 respective 18,130 15,112
Inventories....................................... 10,794 9,174
Prepaid expenses and other current assets......... 920 666
Deferred income taxes............................. 1,400 4,062
------------ ------------
Total current assets........................... 32,740 32,769
Property, plant and equipment, net................... 13,794 15,807
Other assets, net.................................... 189 189
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Total assets.................................. $46,723 $48,765
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................. $6,903 $5,266
Other accrued liabilities......................... 8,791 7,436
Short-term borrowings (Note 4)..................... 2,671 0
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Total current liabilities...................... 18,365 12,702
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Stockholders' equity
Common stock...................................... 138 138
Additional paid-in capital........................ 65,929 65,928
Distributions in excess of net book value......... (45,421) (45,422)
Retained earnings................................. 7,712 15,419
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Total stockholders' equity.................... 28,358 36,063
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Total liabilities and stockholders' equity.. $46,723 $48,765
============ ============
The accompanying notes are an integral part of these condensed consolidated financial statements.
ROCKSHOX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended Nine Months Ended
December 31, December 31,
--------------------- ---------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
Net sales......................... $25,500 $24,525 $50,984 $63,230
Cost of sales..................... 19,990 19,768 43,566 52,860
---------- ---------- ---------- ----------
Gross profit (loss)............. 5,510 4,757 7,418 10,370
---------- ---------- ---------- ----------
Selling, general and
administrative expense.......... 3,136 2,344 10,296 9,449
Research, development and
engineering expense............. 1,259 1,422 4,064 4,600
Restructuring charges ............ -- (294) -- (294)
---------- ---------- ---------- ----------
Operating expenses.............. 4,395 3,472 14,360 13,755
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Income (loss) from operations .. 1,115 1,285 (6,942) (3,385)
Interest income................... (81) 29 25 232
---------- ---------- ---------- ----------
Income (loss) before taxes...... 1,034 1,314 (6,917) (3,153)
Income tax expense (benefit).... 2,662 368 789 (883)
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Net income (loss)........... ($1,628) $946 ($7,706) ($2,270)
========== ========== ========== ==========
Net income (loss) per share --
basic........................... ($0.12) $0.07 ($0.56) ($0.16)
========== ========== ========== ==========
Shares used in per share
calculations-- basic............ 13,761 13,761 13,761 13,761
========== ========== ========== ==========
Net income (loss) per share --
diluted......................... ($0.12) $0.07 ($0.56) ($0.16)
========== ========== ========== ==========
Shares used in per share
calculations-- diluted.......... 13,761 13,778 13,761 13,761
========== ========== ========== ==========
The accompanying notes are an integral part of these condensed consolidated financial statements.
ROCKSHOX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
December 31,
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1999 1998
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Cash flows from operating activities:
Net income (loss)...................................... ($7,706) ($2,270)
Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities:
Depreciation and amortization......................... 3,662 4,381
(Gain) loss on disposal of assets..................... 158 (16)
Provisions for doubtful accounts...................... 500 16
Provisions for excess and obsolete inventory.......... -- 584
Deferred income taxes................................. $2,662 --
Changes in operating assets and liabilities:
Trade accounts receivable............................. (3,518) (495)
Inventories........................................... (1,620) (2,378)
Prepaid expenses and other current assets............. (254) (181)
Accounts payable and accrued liabilities.............. 2,994 (1,803)
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Net cash (used in) provided by operating
activities............................................. (3,122) (2,162)
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Cash flows from investing activities:
Purchases of property and equipment.................... (1,808) (5,594)
Other.................................................. 0 (34)
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Net cash used in investing activities................... (1,808) (5,628)
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Cash flows from financing activities:
Proceeds from exercise of stock options ............... 0 19
Short-term borrowings on note payable.................. 4,000 2,000
Repayments on short term borrowings.................... ($1,329) ($2,000)
Tax benefits from disqualifying dispositions of
common stock........................................... 0 --
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Net cash provided by financing
activities............................................. 2,671 19
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Net increase (decrease) in cash and cash
equivalents............................................ (2,259) (7,771)
Cash and cash equivalents, beginning of period.......... 3,755 10,554
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Cash and cash equivalents, end of period................ $1,496 $2,783
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The accompanying notes are an integral part of these condensed consolidated financial statements.
ROCKSHOX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION:
1. BASIS OF PRESENTATION:
The accompanying unaudited condensed consolidated financial statements of ROCKSHOX, INC. (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles ("GAAP") for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The year-end consolidated balance sheet data was derived from the audited financial statements and does not include all disclosures required by GAAP. Operating results for the three- and nine-month periods ended December 31, 1999 are not necessarily indicative of the results that may be expected for the year ending March 31, 2000. The unaudited condensed, consolidated interim financial statements contained herein should be read in conjunction with the audited consolidated financial statements and footnotes for the year ended March 31, 1999 included in the Company's Annual Report on Form 10-K.
2. INVENTORY:
The components of inventory are as follows (in thousands):
December 31, March 31,
1999 1999
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Raw materials..................... $8,136 $6,048
Finished goods.................... 2,658 3,126
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$10,794 $9,174
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3. DEFERRED INCOME TAXES
Management evaluates on a quarterly basis the recoverability of the deferred tax assets. At such time as it is determined that it is more likely than not that the deferred tax assets are not realizable, a valuation allowance will be provided. During the quarter ended December 31, 1999, a valuation allowance of $2.7 million was recorded against the deferred tax assets balance of $4.1 million, thus retaining $1.4 million of the Company's planned carryback benefit. The Company has ceased to recognize the current tax benefit of its operating losses because realization is not assured as required by SFAS No. 109.
4. SHORT-TERM BORROWINGS:
On December 11, 1998, the Company entered into a credit agreement providing for borrowing up to $5.0 million. Any outstanding amounts under the facility are collateralized by the Company's accounts receivables, inventory, equipment and intangibles. During the quarter ended September 30, 1999, $4.0 million was borrowed against the credit facility. On December 3, 1999, $1.0 million was repaid, and the remaining $3.0 million outstanding was refinanced through a new credit agreement providing for borrowing up to $5.0 million, which is collateralized primarily by the Company's accounts receivables, inventory, equipment and intangibles. There were outstanding borrowings of $2.7 million against the new credit facility as of December 31, 1999.
5. EARNINGS PER SHARE AMOUNTS:
The Company has adopted the provisions of Statement of Financial Accounting Standards No. 128, Earnings Per Share ("SFAS 128") effective December 31, 1997. SFAS 128 requires the presentation of basic and diluted earnings per share ("EPS"). Basic EPS is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for that period. Diluted EPS is computed giving effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares consist of incremental common shares issuable upon exercise of stock options and warrants for all periods. All prior period net income (loss) amounts have been restated to comply with SFAS 128.
(In thousands, except per share amounts)
Three Months Ended Nine Months Ended
December 31, December 31,
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1999 1998 1999 1998
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Reconciliation of net income
(loss) used in basic and diluted
per share calculations:
Net income (loss).................. ($1,628) $946 ($7,706) ($2,270)
========== ========== ========== ==========
Reconciliation of shares used in
basic and diluted per share
calculations:
Basic net income (loss) per share:
Weighted average shares of
common stock outstanding.......... 13,761 13,761 13,761 13,761
========== ========== ========== ==========
Shares used in basic net income
(loss) per share calculation...... 13,761 13,761 13,761 13,761
========== ========== ========== ==========
Diluted net income (loss)
per share:
Weighted average shares of
common stock outstanding.......... 13,761 13,761 13,761 13,761
Dilutive effect of stock options.. -- 17 -- --
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Shares used in diluted net income
(loss) per share calculation...... 13,761 13,778 13,761 13,761
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Net income (loss) per - basic...... ($0.12) $0.07 ($0.56) ($0.16)
========== ========== ========== ==========
Net income (loss) per - diluted.... ($0.12) $0.07 ($0.56) ($0.16)
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Stock options to purchase 1,437,868 shares of common stock at prices ranging from $1.02 to $15.14 per share were outstanding at December 31, 1999 but were not included in the computation of diluted income per share because they were anti-dilutive.
6. CONTINGENCIES
The Company is involved in certain legal matters in the ordinary course of business including, from time to time, the alleged infringement of competitors' patents. No provision for any liability that may result upon the resolution of these matters has been made in the accompanying financial statements nor is the amount or range of possible loss, if any, reasonably estimable.
7. RECENT ACCOUNTING PRONOUNCEMENTS:
In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 133, or SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," which establishes accounting and reporting standards for derivative instruments and hedging activities. SFAS 133 requires that all derivatives be recognized at fair value in the balance sheet, and that the corresponding gains or losses be reported as a component of comprehensive income. In July 1999, the Financial Accounting Standards Board issued SFAS 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the effective date of SFAS No. 133," or SFAS No. 137. SFAS No. 137 defers the effective date of SFAS No. 133 until the beginning of fiscal quarters or years after June 15, 2000. Currently, we do not hold derivative instruments or engage in hedging activities.
In April 1998, AcSEC released Statement of Position 98-5, or SOP 98-5, "Accounting for Costs of Start-Up Activities". SOP 98-5 requires the costs of start-up activities to be expensed as incurred. Start-up activities are defined as those one-time activities related to opening a new facility, introducing a new product or service, conducting business in a new territory, conducting business with a new class of customer, initiating a new process in an existing facility, or commencing some new operation. SOP 98-5 is effective for our fiscal year 2000, and the adoption of SOP 98-5 will not have a material impact on our consolidated financial statements.
8. BUSINESS SEGMENT AND GEOGRAPHICAL INFORMATION:
The Company currently operates in one industry segment, the bicycle industry, for financial reporting purposes, and uses one measure of profitability for its business. The Company markets its products to customers in the United States, Europe and Asia. All of our long-lived assets are maintained in the United States.
9. COMPREHENSIVE INCOME:
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income" establishes standards for reporting and display
of comprehensive income and its components (revenue, expenses and gains
and losses) in a full set of financial statements. There was no impact
on the Company's financial position, results of operations or cash flows
as a result of adoption for the three months or nine months ended
December 31, 1999 and 1998. Comprehensive income and net income are the
same.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations:
Net sales. Net sales for the quarter ended December 31, 1999 increased 4.1% to $25.5 million from $24.5 million for the corresponding period of the prior year. Net sales for the nine months ended December 31, 1999 decreased by 19.3% to $51.0 million compared to $63.2 million for the corresponding period of the prior year. OEM net sales for the quarter ended December 31, 1999 increased by 11.7% to $23.0 million compared to $20.6 million for the corresponding period of the prior year. For the nine months ended December 31, 1999, OEM net sales decreased by 23.8% to $41.2 million compared to $54.1 million for the corresponding period of the prior year. Aftermarket net sales were $2.5 million for the quarter ended December 31, 1999 compared to $3.9 million for the corresponding period of the prior year. For the nine months ended December 31, 1999, net sales to the aftermarket increased by 7.7% to $9.8 million from $9.1 million for the corresponding period of the prior year. Overall, the year-to-date volume decrease was due to the delay in the start up of many OEM customers' 2000 model year.
Gross margin. Gross margin (gross profit as a percentage of net sales) for the quarter ended December 31, 1999 increased to 21.6% compared to 19.4% for the corresponding period of the prior year. The increase is primarily the result of improvements in the manufacturing process and reduced scrap charges as compared to the prior year. For the first nine months of this year, gross margin decreased to 14.5% compared to 16.4% for the corresponding period of the prior year. The year-to- date decreases in gross margin were primarily due to fixed overhead costs not being fully absorbed due to lower sales.
Selling, general and administrative expense. Selling, general and administrative ("SG&A") expense for the quarter ended December 31, 1999 increased by 33.8% to $3.1 million (or approximately 12.3% of net sales) compared to $2.3 million (or approximately 9.6% of net sales) in the corresponding period of the prior year. SG&A expense for the nine months ended December 31, 1999 increased by 9.0% to $10.3 million (or approximately 20.2% of net sales) compared to $9.4 million (or approximately 14.9% of net sales) for the corresponding period of the prior year. The increase over the same periods last year is primarily a result of increases in certain operating costs related to management changes as well as planned sales and marketing efforts.
Restructuring charges. During the quarter ended December 31, 1998, the Company reduced its restructuring accrual of $1.7 million by $294,000, primarily due to lower than expected severance costs. There is no restructuring accrual remaining as of December 31, 1999.
Research, development and engineering expense. Research, development and engineering ("R&D") expense for the quarter ended December 31, 1999 decreased to $1.3 million (or approximately 4.9% of net sales) compared to $1.4 million (or approximately 5.8% of net sales) during the corresponding period of the prior year. R&D expense for the nine months ended December 31, 1999 declined to $4.1 million (or approximately 8.0% of net sales) compared to $4.6 million (or approximately 7.3% of net sales) during the corresponding period of the prior year.
Interest income. For the three- and nine-month periods ended December 31, 1999, the Company had net interest expense of $81,000 and net interest income of $25,000, respectively, from its cash and cash equivalent balances. During the three-and nine-month periods ended December 31, 1998, the Company had net interest income of $29,000 and $232,000, respectively. The decreases were due to lower cash balances as compared to the prior year.
Income tax (expense) benefit. Upon determination in the current quarter that realization of deferred tax assets is not reasonably assured, the Company established a valuation allowance against the deferred tax assets to the extent net operating loss carryback capacity was not available, and ceased to recognize current benefit of operating losses, resulting in a current effective tax rate of 0% for the second and third quarters of the current fiscal year.
Liquidity and Capital Resources:
For the nine months ended December 31, 1999, net cash used in operating activities was $3.1 million. This is comprised of a net loss of $7.7 million, an add-back of $3.7 million for non-cash charges of depreciation and amortization, and an add-back of $0.2 million for fixed asset write-offs, and an adjustment in reserves for doubtful accounts of $0.5 million, an increase of $3.0 million in accounts payable and accrued liabilities, and a valuation allowance of $2.7 million for our deferred tax asset, offset by increases of $3.5 million in trade accounts receivable, an increase of $1.6 million for inventories, and increases in other current assets of $0.3 million.
For the nine months ended December 31, 1999, net cash used in investing activities was $1.8 million, which principally consisted of purchases of property and equipment. Net cash provided by financing activities was $2.7 million, which consisted of short-term borrowings of $4.0 million against the Company's credit facility, offset by repayments of $1.3 million.
On December 11, 1998, the Company entered into a credit agreement providing for borrowing up to $5.0 million. Any outstanding amounts under the facility are collateralized by the Company's accounts receivables, inventory, equipment and intangibles. During the quarter ended September 30, 1999, $4.0 million was borrowed against the credit facility. On December 3, 1999, $1.0 million was repaid , and the remaining $3.0 million outstanding was refinanced through a new credit agreement providing for borrowing up to $5.0 million, which is collateralized primarily by the Company's accounts receivables, inventory, equipment and intangibles. There were outstanding borrowings of $2.7 million against the new credit facility as of December 31, 1999.
At December 31, 1999, the Company had cash and cash equivalents of $1.5 million and working capital of $14.4 million. The Company believes that its current cash balances and/or credit facilities available will be sufficient to provide operating liquidity for at least the next twelve months.
Seasonality
Management believes that future operating results will fluctuate on a quarterly basis due to a variety of factors, including seasonal cycles associated with the bicycle industry; the effects of weather conditions on consumer purchases; the timing of orders from OEMs; distributors and IBDs; the number and timing of new product introductions; and changes in the mix of products ordered and re-ordered by OEMs, distributors and IBDs. Management anticipates that our sales will normally be lowest in our first and fourth fiscal quarters, which end on June 30 and March 31, respectively.
Forward Looking Statements:
Certain statements made in this document constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other facts that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward- looking statements. Such factors are discussed in detail in the Company's Annual Report on Form 10-K. Given these uncertainties, prospective and current investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained in the Annual Report on Form 10-K or this document.
Impact of the Year 2000
As many computer systems and other equipment with embedded chips or processors use only two digits to represent the year, they may be unable to process accurately certain data before, during or after the year 2000 (the "Year 2000"). As a result, business entities are at risk for possible miscalculations or systems failures causing disruptions in their business operations. This is commonly known as the Year 2000 issue. The Year 2000 issue can arise at any point in our supply, manufacturing, processing, distribution, and financial chains.
We have identified our Year 2000 risk in three categories: internal enterprise resource planning software; other internal software and imbedded chip technology; and external noncompliance by customers and suppliers, service providers and contractors.
Internal enterprise resource planning software. During the prior fiscal year, we replaced our legacy information system with an Enterprise Resource Planning system which our software vendor (Oracle) has indicated is Year 2000 compliant. The cost of this system conversion was approximately $2.1 million, of which $1.5 million was capitalized.
Other internal software and imbedded chip technology. In late 1995, the RockShox Information Technologies Department began the process of replacing the Company's terminal based desktops with PCs to broadly expand the functionality of the user desktop. The existing PC base was analyzed to determine its viability in supporting this expanded role. One of the factors checked was Year 2000 compliance. Twenty-nine 486 processor based computers were identified as non-Year 2000 capable. Because these computers were only marginally effective on the desktop, a plan was instituted to replace these units with more powerful Pentium based computers over the course of the next three years. This action was also driven by the need to replace inadequate processing power. The total cost to replace these units over that three-year period was immaterial (approximately $60,000.) After an internal audit, all other existing computers and material equipment with imbedded chip technology were found to pose no Year 2000 issue. Additionally, Year 2000 compliance has been a prerequisite for the purchase of any device with imbedded chip technology since that time. No material additional costs are expected.
External noncompliance by customers and suppliers, service providers and contractors. We have contacted our critical suppliers to determine the extent of their plans and progress in addressing the Year 2000 problem. Responses to date have indicated that virtually all significant vendors are Year 2000 compliant or will be compliant in a timely manner. We have sent approximately 300 formal letters requesting information concerning the Year 2000 compliance status of our top customers. To date, essentially all significant customers have replied, indicating in writing that they expect to be Year 2000 compliant on a timely basis.
Worst case scenarios. Worst-case scenarios of our failure to solve the Year 2000 compliance issues could include: substantial purchasing costs to develop alternative methods of managing our business and replace noncompliant equipment, temporary slowdowns or cessations of certain manufacturing operations, delays in delivery or distribution of products, delays in the receipt of supplies, invoice and collection errors, and inventory and supply obsolescence. We are in the process of developing our contingency plan to address each of the three critical business risks outlined herein. These plans may include shifting from replacement to remediation activities for IT systems, replacing electronic applications with manual processes, developing emergency backup and recovery procedures, investing in safety stocks of key raw materials and finished goods and other measures considered appropriate by management. These contingency plans will be continually refined as additional information becomes available.
To date, the Year 2000 issue has not adversely affected the Company.
Item 3. Quantitative and Qualitative Disclosures About Market Risks
We considered the provision of Financnial Reporting Release No. 48,
"Disclosure of Accounting Policies for Derivative Instruments and
Derivative Commodity Instruments, and Disclosure of Quantitative and
Qualitative Information about Market Risks Inherent in Derivative
Financial Instruments, Other Financial Instruments and Derivative
Commodity Instruments." We had no holdings of derivative financial or
commodity instruments at December 31, 1999. We are exposed to financial
market risks, including changes in interest rates and foreign currency
exchange rates. An increase in interest rates would not significantly
affect our net loss. All of our revenue and capital spending is
transacted in U.S. dollars.
PART II - Other Information
Item 1. Legal Proceedings
The Company is involved in certain legal matters in the ordinary course of business including from time to time the alleged infringement of competitors' patents. No provision for any liability that may result upon the resolution of these matters has been made in the accompanying financial statements nor is the amount or range of possible loss, if
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
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Form of Amended and Restated Certificate of Incorporation of ROCKSHOX, INC. * |
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Form of Amended and Restated Bylaws of ROCKSHOX, INC. * |
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Credit Agreement, dated December 10, 1999, between ROCKSHOX, INC. and the Wells Fargo Business Credit. |
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Employment Agreement, dated December 23, 1999, between ROCKSHOX, INC. and Bryan Kelln. |
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Financial Data Schedule. |
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* Previously filed with the Registration Statement on Form S-1 of RockShox Inc. (Registration No. 333-8069).
(b) Reports on Form 8-K:
Changes in Registrant's Certifying Accountant filed October 1, 1999.
SIGNATURES
Pursuant to the requirement of the Security Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ROCKSHOX, INC. |
| (Registrant) |
Dated: February 14, 2000
| By: | /s/ Chris Birkett |
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| Chris Birkett | |
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Chief Financial Officer and Duly Authorized Officer |
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