SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarterly Period Ended April 30, 2000
Commission File Number 1-13851
SONUS CORP.
(Exact name of small business issuer as specified in its charter)
Yukon Territory, Canada Not Applicable
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
111 S.W. Fifth Avenue, Suite 1620, Portland, Oregon 97204
(Address of principal executive offices)
Issuer's telephone number, including area code: 503-225-9152
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 .
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 6,101,706 Common Shares, without par
or nominal value, outstanding as of June 9, 2000
Transitional Small Business Disclosure Format. Yes . No X .
--- ---
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FORWARD-LOOKING STATEMENTS
--------------------------
Statements in this report, to the extent they are not based on
historical events, constitute forward-looking statements. Forward-looking
statements include, without limitation, statements containing the words
"believes," "anticipates," "intends," "expects," and words of similar import.
Investors are cautioned that forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance, or achievements of Sonus Corp. (the "Company") to be
materially different from those described herein. Factors that may result in
such variance, in addition to those accompanying the forward-looking statements,
include economic trends in the Company's market areas, the ability of the
Company to manage its growth and integrate new acquisitions into its network of
hearing care centers, development of new or improved medical or surgical
treatments for hearing loss or of technological advances in hearing instruments,
changes in the application or interpretation of applicable government laws and
regulations, the ability of the Company to complete additional acquisitions of
hearing care centers on terms favorable to the Company, the degree of
consolidation in the hearing care industry, the Company's success in attracting
and retaining qualified audiologists and staff to operate its hearing care
centers, the ability of the Company to attract audiology centers as franchise
licensees under The Sonus Network, product and professional liability claims
brought against the Company that exceed its insurance coverage, and the
availability of and costs associated with potential sources of financing. 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 herein to reflect future events or developments.
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<TABLE>
SONUS CORP.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
April 30, July 31,
2000 1999
-------------- --------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,165 $ 498
Accounts receivable, net of allowance for doubtful
accounts of $1,185 and $907, respectively 6,241 3,666
Other receivables 1,226 346
Inventory 462 499
Prepaid expenses 472 340
-------------- --------------
Total current assets 11,566 5,349
Property and equipment, net 8,202 6,208
Other assets 56 60
Goodwill and covenants not to compete, net 20,009 19,768
-------------- --------------
$ 39,833 $ 31,385
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Note payable-related party $ - $ 500
Accounts payable 4,324 3,727
Accrued payroll 1,512 1,223
Other accrued liabilities 1,707 1,317
Convertible notes payable - 931
Capital lease obligations, current portion 288 129
Long-term debt, current portion 2,172 2,150
-------------- --------------
Total current liabilities 10,003 9,977
Capital lease obligations, less current portion 284 96
Long-term debt, less current portion 1,846 2,497
-------------- --------------
Total liabilities 12,133 12,570
-------------- --------------
Shareholders' equity:
Series A convertible preferred stock, no par
value per share, 2,666,666 shares authorized,
issued, and outstanding (liquidation preference of $20,115) 15,701 15,701
Series B convertible preferred stock, no par
value per share, 2,500,000 shares authorized,
issued, and outstanding (liquidation preference of $10,467) 9,860 ---
Common stock, no par value per share, unlimited
number of shares authorized, 6,103,026 and 6,109,026 shares,
respectively, issued and outstanding 14,926 14,976
Notes receivable from shareholders (93) (93)
Accumulated deficit (12,514) (11,595)
Accumulated other comprehensive loss (180) (174)
-------------- --------------
Total shareholders' equity 27,700 18,815
-------------- --------------
$ 39,833 $ 31,385
============== ==============
See accompanying notes to consolidated financial statements
</TABLE>
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<TABLE>
SONUS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
Three months ended Nine months ended
April 30, April 30,
----------------------------- ------------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
Product $ 10,228 $ 7,823 $ 28,178 $ 21,766
Service 1,032 799 2,750 2,693
Other 823 471 1,791 821
---------- ---------- ---------- ----------
Net revenues 12,083 9,093 32,719 25,280
Costs and expenses:
Cost of products sold 3,511 2,869 9,573 8,355
Clinical expenses 5,188 4,073 14,871 12,488
General and administrative expenses 2,542 1,514 6,993 5,035
Depreciation and amortization 756 562 2,181 1,551
---------- ---------- ---------- ----------
Total costs and expenses 11,997 9,018 33,618 27,429
---------- ---------- ---------- ----------
Income (loss) from operations 86 75 (899) (2,149)
Other income (expense):
Interest income 89 51 250 221
Interest expense (64) (59) (272) (171)
Other, net - (2) 2 (9)
---------- ---------- ---------- ----------
Net income (loss) $ 111 $ 65 $ (919) $ (2,108)
========== ========== ========== ==========
Net income (loss) per share of common stock:
Basic $ 0.02 $ 0.01 $ (0.15) $ (0.35)
Diluted $ 0.01 $ 0.01 $ (0.15) $ (0.35)
Weighted average shares outstanding:
Basic 6,082 6,093 6,084 6,090
Diluted 11,313 8,953 6,084 6,090
See accompanying notes to consolidated financial statements
</TABLE>
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<TABLE>
SONUS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Three months ended Nine months ended
April 30, April 30,
------------------------ ------------------------
2000 1999 2000 1999
------------------------ ------------------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 111 $ 65 $ (919) $ (2,108)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Provision for bad debt expense 119 77 303 226
Depreciation and amortization 756 562 2,181 1,551
Changes in operating assets and liabilities:
Accounts receivable (1,469) 99 (2,765) (847)
Other receivables (538) (115) (873) (315)
Inventory (5) 90 44 336
Prepaid expenses 28 34 (131) (273)
Accounts payable and accrued liabilities 295 (1,031) 1,126 (283)
--------- -------- -------- ---------
Net cash used in operating activities (703) (219) (1,034) (1,713)
--------- -------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of short-term investments --- 2,093 --- 5,908
Purchase of property and equipment (775) (554) (2,856) (2,589)
Additional costs related to acquisitions --- 86 --- 60
Deferred acquisition costs and other, net 1 (30) 4 (132)
Net cash paid on business acquisitions (187) (148) (433) (1,371)
--------- -------- -------- ---------
Net cash provided by (used in) investing (961) 1,447 (3,285) 1,876
--------- -------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long term debt
and capital lease obligations (781) (629) (2,334) (1,136)
Deferred financing costs, net --- --- --- (15)
Repayments of bank loans and
short-term notes payable --- 1 (500) (295)
Notes receivable from shareholders --- 29 --- 29
Issuance of preferred stock, net of costs --- 1 9,860 249
Repurchase of common stock (25) (39) (50) (50)
--------- -------- -------- ---------
Net cash provided by (used in) financing (806) (637) 6,976 (1,218)
--------- -------- -------- ---------
Net increase (decrease) in cash and cash equivalents (2,470) 591 2,657 (1,055)
Effect on cash and cash equivalents of changes
in foreign translation rate (16) 14 10 67
Cash and cash equivalents, beginning of period 5,651 1,127 498 2,720
--------- -------- -------- ---------
Cash and cash equivalents, end of period $ 3,165 $ 1,732 $ 3,165 $ 1,732
--------- -------- -------- ---------
Supplemental disclosure of cash flow information:
Interest paid during the period $ 112 $ 59 $ 261 $ 171
Supplemental disclosure of non-cash investing and
financing activities:
Issuance and assumption of long-term debt in acquisitions 270 197 550 1,706
Acquisition of clinical equipment and computer
hardware with capital lease obligations --- --- 566 ---
Issuance of long-term debt in connection with expanded
covenants not to compete with purchase price adjustments
for acquisitions completed in fiscal year 1998 --- --- --- 650
See accompanying notes to consolidated financial statements.
</TABLE>
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SONUS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Interim Financial Statements
The interim financial statements should be read in conjunction with the
Company's Annual Report on Form 10-KSB for the fiscal year ended July 31, 1999.
All adjustments, consisting only of normal recurring adjustments which are, in
the opinion of management, necessary for a fair statement of the results for the
interim periods presented have been made. The results of operations for an
interim period are not necessarily indicative of the results of operations for a
full year. Certain amounts in the financial statements for the three and
nine-month periods ended April 30, 1999, have been reclassified in order to
conform to the presentation for the three and nine-month periods ended April 30,
2000.
2. Acquisitions
During the three months ended April 30, 2000, the Company acquired six
hearing care centers in five separate transactions. The aggregate purchase price
for the acquisitions consisted of cash payments of $187,000, promissory notes
issued by the Company of $218,000 payable over three years, and assumed
liabilities of $65,000. As a result of the acquisitions, the Company recorded
$62,000 in property and equipment, $7,000 in other assets, $357,000 in goodwill,
which included costs related to acquisitions, and $55,000 in covenants not to
compete.
3. Comprehensive Income (Loss)
Three months ended Nine months ended
April 30, April 30,
------------------- -------------------
2000 1999 2000 1999
---- ---- ---- ----
(in thousands)
Net income (loss) $ 111 $ 65 $(919) $ (2,108)
Other comprehensive income
(loss), net of tax:
Foreign currency translation
adjustments
46 40 7 93
----- ----- ----- --------
Net income (loss) $ 157 $ 105 $(912) $(2,015)
===== ===== ====== ========
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4. Segment Information
The Company has a single operating segment: the sale and servicing
of hearing instruments and the provision of audiology services. Sales
are primarily to individual consumers. No customer constituted more
than 5% of total revenues. Revenues by country were as follows:
Three months ended Nine months ended
April 30, April 30,
------------------ ------------------
2000 1999 2000 1999
---- ---- ---- ----
(in thousands)
United States $ 11,129 $ 8,371 $ 30,048 $ 23,000
Canada 954 722 2,671 2,280
-------- ------- -------- ---------
Total $ 12,083 $ 9,093 $ 32,719 $ 25,280
======== ======= ======== ========
5. Property and Equipment
Property and equipment consist of the following:
April 30, 2000 July 31, 1999
-------------- -------------
(in thousands)
Professional equipment $ 2,628 $ 2,154
Office equipment 1,138 926
Leasehold improvements 1,472 1,030
Computer equipment and software 6,699 4,689
-------- --------
11,937 8,799
Less accumulated depreciation (3,735) (2,591)
-------- --------
$ 8,202 $ 6,208
======== ========
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
Three Months Ended April 30, 2000 Compared to Three Months Ended April 30, 1999
Revenues. Total revenues for the three months ended April 30, 2000,
were $12,083,000, representing a 33% increase over revenues of $9,093,000 for
the comparable period in fiscal 1999. The increase was due to the net addition
of 14 hearing care centers that were not owned by the Company at April 30, 1999,
as well as an increase of 6% in same-store revenue. Product revenues were
$10,228,000 for the three months ended April 30, 2000, up 31% from $7,823,000
for the same period in fiscal 1999. Product revenues represented 85% and 86% of
total revenues for the three-month periods ended April 30, 2000 and 1999,
respectively. Audiological service revenues increased 29% to $1,032,000 for the
three months ended April 30, 2000, from $799,000 for the comparable period in
fiscal 1999. Other revenues increased 75% to $823,000 for the three months ended
April 30, 2000, from $471,000 for the three months ended April 30, 1999. The
increase was primarily due to increased revenues from The Sonus Network (the
Company's franchise license program) and from the Company's Hear PO Corp.
subsidiary. Hear PO Corp. obtains contracts to provide hearing care benefits to
managed care group and corporate health care organizations through its
approximately 1,300 affiliated audiologists and also sells Hear PO brand private
label hearing instruments.
Product Gross Profit. Product gross profit for the three months ended
April 30, 2000, was $6,717,000 or 66% of product revenues, compared to
$4,954,000 or 63% of product revenues for the comparable period in fiscal 1999.
The increase in product gross profit percentage was due to more favorable
contracts with suppliers, increased utilization of the Company's private-label
hearing instruments, and better price management.
Clinical Expenses. As a percentage of revenues, clinical expenses
decreased to 43% for the three months ended April 30, 2000, compared to 45% for
the three months ended April 30, 1999. The decrease was due to the Company's
continuing efforts to cut costs, streamline its operations, and eliminate
inefficient and duplicative processes. Clinical expenses for the three months
ended April 30, 2000, were $5,188,000, representing an increase of 27% over
clinical expenses of $4,073,000 for the comparable period in fiscal 1999. The
increase in clinical expenses was due to clinical expenses associated with the
additional centers that were operated by the Company during the three months
ended April 30, 2000. Clinical expenses include all personnel, marketing,
occupancy, and other operating expenses at the clinic level.
General and Administrative Expenses. As a percentage of revenues,
general and administrative expenses increased to 21% for the three-month period
ended April 30, 2000, versus 17% for the same period in the prior fiscal year.
General and administrative expenses increased 68% from $1,514,000 for the three
months ended April 30, 1999, to $2,542,000 for the three months ended April 30,
2000. The increase in general and administrative expenses was due to increased
personnel costs and other corporate expenses related to building the appropriate
infrastructure to support the growth of the Company.
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Depreciation and Amortization Expense. As a percentage of revenues,
depreciation and amortization expense remained constant at 6% for each of the
three-month periods ended April 30, 2000 and 1999. Depreciation and amortization
expense for the three months ended April 30, 2000, was $756,000, an increase of
35% over the depreciation and amortization expense of $562,000 for the same
period in the prior fiscal year. The increase resulted from the depreciation of
fixed assets and amortization of goodwill and covenants not to compete
associated with the additional centers acquired by the Company during the
twelve-month period ended April 30, 2000.
Interest Income and Expense. Interest income for the three months ended
April 30, 2000, increased to $89,000 from $51,000 for the same period in the
prior fiscal year. The increase was due to higher balances of cash and
short-term investments held by the Company. Interest expense for the three
months ended April 30, 2000, was $64,000 compared to $59,000 for the three
months ended April 30, 1999.
Net Income. The Company's net income for the three months ended April
30, 2000, increased 71% from $65,000 for the three months ended April 30, 1999,
to $111,000 for the three months ended April 30, 2000. The Company had income
from operations before depreciation and amortization for the three months ended
April 30, 2000, of $842,000 compared to income from operations before
depreciation and amortization of $637,000 for the three months ended April 30,
1999.
Nine Months Ended April 30, 2000 Compared to Nine Months Ended April 30, 1999
Revenues. Total revenues for the nine months ended April 30, 2000, were
$32,719,000, representing a 29% increase over revenues of $25,280,000 for the
comparable period in fiscal 1999. The increase was due to the net addition of 14
hearing care centers that were not owned by the Company at April 30, 1999, as
well as an increase of 6% in same-store revenue. Product revenues were
$28,178,000 for the nine months ended April 30, 2000, up 29% from $21,766,000
for the same period in fiscal 1999. Audiological service revenues increased 2%
to $2,750,000 for the nine months ended April 30, 2000, from $2,693,000 for the
comparable period in fiscal 1999. Product revenues represented 86% of total
revenues for each of the nine-month periods ended April 30, 2000 and 1999. Other
revenues increased 118% to $1,791,000 for the nine months ended April 30, 2000,
from $821,000 for the nine months ended April 30, 1999. The increase was
primarily due to increased revenues from The Sonus Network and Hear PO Corp.
Product Gross Profit. Product gross profit for the nine months ended
April 30, 2000, was $18,605,000 or 66% of product revenues, compared to
$13,411,000 or 62% of product revenues for the comparable period in fiscal 1999.
The increase in product gross profit percentage was due to more favorable
contracts with suppliers, increased utilization of the Company's private-label
hearing instruments, and better price management.
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Clinical Expenses. As a percentage of revenues, clinical expenses
decreased to 45% for the nine months ended April 30, 2000, compared to 49% for
the nine months ended April 30, 1999. The decrease was due to the Company's
continuing efforts to cut costs, streamline its operations, and eliminate
inefficient and duplicative processes, and to increased same-store sales.
Clinical expenses for the nine months ended April 30, 2000, were $14,871,000,
representing an increase of 19% over clinical expenses of $12,488,000 for the
comparable period in fiscal 1999. The increase in clinical expenses was due to
clinical expenses associated with the additional centers that were operated by
the Company during the nine months ended April 30, 2000.
General and Administrative Expenses. As a percentage of revenues,
general and administrative expenses increased to 21% for the nine-month period
ended April 30, 2000, compared to 20% for the nine months ended April 30, 1999.
General and administrative expenses increased 39% from $5,035,000 for the nine
months ended April 30, 1999, to $6,993,000 for the nine months ended April 30,
2000, due to higher personnel expenses and other corporate expenses related to
building the appropriate infrastructure to support the growth of the Company.
Depreciation and Amortization Expense. As a percentage of revenues,
depreciation and amortization expense increased to 7% for the nine-month period
ended April 30, 2000, compared to 6% for the nine months ended April 30, 1999.
Depreciation and amortization expense for the nine months ended April 30, 2000,
was $2,181,000, an increase of 41% over the depreciation and amortization
expense of $1,551,000 for the same period in the prior fiscal year. The increase
resulted from the depreciation of fixed assets and amortization of goodwill and
covenants not to compete associated with the additional hearing care centers
acquired by the Company during the twelve-month period ended April 30, 2000.
Interest Income and Expense. Interest income for the nine months ended
April 30, 2000, increased 13% to $250,000 from $221,000 for the same period in
the prior fiscal year. Interest expense for the nine months ended April 30,
2000, was $272,000 compared to $171,000 for the nine months ended April 30,
1999, an increase of 59%, reflecting higher balances of long-term debt incurred
in connection with acquisitions.
Net Loss. The Company's net loss for the nine months ended April 30,
2000, decreased 56% from $2,108,000 for the nine months ended April 30, 1999, to
$919,000 for the nine months ended April 30, 2000. The Company had income from
operations before depreciation and amortization for the nine months ended April
30, 2000, of $1,282,000 compared to a loss from operations before depreciation
and amortization of $598,000 for the nine months ended April 30, 1999.
LIQUIDITY AND CASH RESERVES
For the three months ended April 30, 2000, net cash used in operating
activities was $703,000 compared to $219,000 for the three months ended April
30, 1999. Net cash used in operations for the three months ended April 30, 2000,
was primarily attributable to increases in accounts receivable and other
receivables of $1,469,000 and $538,000, respectively, offset by net income of
$111,000, an increase in accounts payable and accrued liabilities of $295,000,
and non-cash depreciation and amortization and provision for bad debt expense of
$756,000 and $119,000, respectively. Net cash used in operations for the three
months ended April 30, 1999, was primarily attributable to a decrease in
accounts payable and accrued liabilities of $1,031,000
10
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and an increase in other receivables of $115,000, offset by net income of
$65,000, decreases in accounts receivable and inventory of $99,000 and $90,000,
respectively, and non-cash depreciation and amortization and provision for bad
debt expense of $562,000 and $77,000, respectively.
Net cash used in investing activities in the three months ended April
30, 2000, was $961,000, consisting of the purchase of property and equipment of
$775,000 and net cash paid on business acquisitions of $187,000. In the three
months ended April 30, 1999, investing activities provided net cash of
$1,447,000, primarily from the sale of short-term investments of $2,093,000,
offset by the purchase of property and equipment of $554,000 and net cash paid
on business acquisitions of $148,000.
Net cash used in financing activities was $806,000 in the three months
ended April 30, 2000, compared to $637,000 in the three months ended April 30,
1999. The change was primarily due to an increase in repayments of long-term
debt and capital lease obligations during the three months ended April 30, 2000
of $152,000.
For the nine months ended April 30, 2000, net cash used in operating
activities was $1,034,000 compared to $1,713,000 for the nine months ended April
30, 1999. Net cash used in operations for the nine months ended April 30, 2000,
was primarily attributable to the net loss of $919,000, and increases in
accounts receivable, other receivables, and prepaid expenses of $2,765,000,
$873,000, and $131,000, respectively, offset by an increase in accounts payable
and accrued liabilities of $1,126,000, and non-cash depreciation and
amortization and provision for bad debt expense of $2,181,000 and $303,000,
respectively. Net cash used in operations for the nine months ended April 30,
1999, was attributable the net loss of $2,108,000 an increase in accounts
receivable, other receivables, and prepaid expenses of $847,000, $315,000, and
$273,000, respectively, and a decrease in accounts payable and accrued expenses
of $283,000 offset by a decrease in inventory of $336,000 and non-cash
depreciation and amortization and provision for bad debt expense of $1,551,000
and $226,000, respectively.
Net cash used in investing activities in the nine months ended April
30, 2000, was $3,285,000, consisting primarily of the purchase of property and
equipment of $2,856,000 and net cash paid on business acquisitions of $433,000.
In the nine months ended April 30, 1999, investing activities provided net cash
of $1,876,000, primarily from the sale of short-term investments of $5,908,000,
offset by the purchase of property and equipment of $2,589,000 and net cash paid
on business acquisitions of $1,371,000.
Net cash provided by financing activities was $6,976,000 in the nine
months ended April 30, 2000, compared to net cash used in financing activities
of $1,218,000 in the nine months ended April 30, 1999. The change was primarily
due to an increase in repayments of long-term debt and capital lease obligations
during the nine months ended April 30, 2000 of $1,198,000 and the issuance of
2,500,000 Series B Convertible Preferred Shares in a private placement for net
proceeds of $9,860,000 on October 1, 1999.
The Company believes that its cash and short-term investments, along
with cash generated from operations, will be sufficient to meet its anticipated
cash needs for working capital and capital expenditures for at least the
remainder of the calendar year. The Company is currently negotiating with a
commercial bank to obtain a $2,000,000 line of credit to provide additional cash
reserves, if needed. The Company may also seek additional funding to support
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the Company's strategy of acquiring additional hearing care centers. These
funding requirements may result in the Company incurring long-term and
short-term indebtedness and in the public or private issuance, from time to
time, of additional equity or debt securities. Any such issuance of equity may
be dilutive to current shareholders and debt financing may impose significant
restrictive covenants on the Company. There can be no assurance that any such
financing will be available to the Company or will be available on terms
acceptable to the Company.
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The exhibits filed as part of this report or incorporated by reference
herein are listed in the accompanying exhibit index.
(b) Reports on Form 8-K. No reports on Form 8-K were filed by the Company
during the fiscal quarter ended April 30, 2000.
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.
SONUS CORP.
By: /s/ Scott Klein
---------------------------
Scott Klein
President and Chief Operating Officer
By: /s/ Paul C. Campbell
---------------------------
Paul C. Campbell
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
By: /s/ Douglas A. Pease
---------------------------
Douglas A. Pease
Controller
(Principal Accounting Officer)
DATED: June 16, 2000
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------- ----------------------
27 Financial Data Schedule.
