<PAGE> 1
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from N/A TO N/A .
Commission File Number: 0-497
NZ CORPORATION
(Exact name of registrant as specified in its charter)
ARIZONA 43-0433090
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 N. 44TH STREET, SUITE 420, PHOENIX, ARIZONA 85008
(Address of principal executive offices) (Zip Code)
602/952-8836
(Registrant's telephone number, including area code)
New Mexico and Arizona Land Company
3033 N. 44th Street, Suite 270
Phoenix, Arizona 85018
[Registrant's former name and address]
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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
COMMON STOCK, NO PAR VALUE 6,862,136
Class Outstanding at August 4, 2000
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NZ Corporation and Subsidiaries FORM 10-Q
<TABLE>
<CAPTION>
UNAUDITED
CONSOLIDATED BALANCE SHEETS JUNE 30, December 31,
(in thousands, except share data) 2000 1999
<S> <C> <C>
Assets
Properties, net $ 43,596 $ 46,324
Commercial real estate loans, net 36,059 26,773
Receivables 6,088 6,237
Investments in joint ventures 5,003 3,134
Cash and cash equivalents 2,545 3,661
Other 1,018 1,089
-------- --------
Total assets $ 94,309 $ 87,218
-------- --------
Liabilities and Shareholders' Equity
Notes payable and lines of credit $ 26,198 $ 20,983
Accounts payable and accrued liabilities 2,116 2,014
Deferred income taxes 4,180 4,834
Deferred revenue 7,251 6,951
-------- --------
Total liabilities 39,745 34,782
-------- --------
Non-controlling interests 482 560
-------- --------
Shareholders' equity:
Preferred stock, no par value; 10,000,000 shares
authorized; none issued
Common stock, no par value; 30,000,000 shares authorized;
6,925,636 shares issued; 6,867,036 and 6,925,636 shares
outstanding at June 30, 2000 and December 31, 1999,
respectively 35,341 35,341
Treasury stock, at cost, 58,600 and no shares
at June 30, 2000 and December 31, 1999, respectively (312) --
Retained earnings 19,053 16,535
-------- --------
Total shareholders' equity 54,082 51,876
-------- --------
Total liabilities and shareholders' equity $ 94,309 $ 87,218
======== ========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
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NZ Corporation and Subsidiaries FORM 10-Q
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
(in thousands, except per share data) 2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue:
Property sales $ 3,268 $ 3,599 $ 6,636 $ 12,626
Property rentals 837 451 1,713 949
Commercial real estate lending 1,407 995 2,876 1,954
Investment income 151 188 280 318
Other 289 80 497 180
-------- -------- -------- --------
5,952 5,313 12,002 16,027
-------- -------- -------- --------
Expenses:
Cost of property sales 1,997 2,100 3,847 8,391
Property rentals 479 329 1,009 538
General and administrative 765 1,050 1,424 2,288
Interest 535 334 1,158 675
Depreciation, depletion and amortization 214 185 426 313
-------- -------- -------- --------
3,990 3,998 7,864 12,205
-------- -------- -------- --------
Income Before Joint Ventures, Non-controlling
Interests and Income Taxes 1,962 1,315 4,138 3,822
Non-controlling interests (4) (44) (22) (530)
-------- -------- -------- --------
Income Before Income Taxes 1,958 1,271 4,116 3,292
Income taxes 758 508 1,598 1,303
-------- -------- -------- --------
Net Income $ 1,200 $ 763 $ 2,518 $ 1,989
======== ======== ======== ========
Net income per Share of Common Stock
Basic $ 0.17 $ 0.11 $ 0.36 $ 0.29
Diluted $ 0.17 $ 0.11 $ 0.36 $ 0.29
======== ======== ======== ========
Weighted Average Number of Common Shares
Basic 6,884 6,926 6,898 6,926
Diluted 6,898 6,926 6,899 6,926
======== ======== ======== ========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
3
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NZ Corporation and Subsidiaries FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended June 30,
<TABLE>
<CAPTION>
(in thousands) 2000 1999
---- ----
<S> <C> <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income $ 2,518 $ 1,989
Non-cash items included above:
Depreciation, depletion and amortization 426 313
Deferred revenue (24) 426
Deferred income taxes (654) 492
Allowance for bad debts 100 100
Non-controlling interests 22 530
Net change in:
Receivables 149 (729)
Properties under development 768 2,137
Other properties 1,699 (685)
Other assets 71 (56)
Accounts payable and accrued liabilities 102 (126)
-------- --------
Net cash provided by operating activities 5,177 4,391
-------- --------
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Additions to properties (164) (8,670)
Contributions to joint ventures (1,869) --
Collections of principal on commercial real estate loans 10,417 5,663
Additions to commercial real estate loans (19,480) (5,944)
-------- --------
Net cash (used in) investing activities (11,096) (8,951)
-------- --------
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Proceeds from debt 18,227 13,226
Payments of debt (13,012) (9,100)
Distribution to non-controlling interests (100) (930)
Purchase of treasury stock (312) --
-------- --------
Net cash provided by (used in) financing activities 4,803 3,196
-------- --------
Net increase (decrease) in cash and cash equivalents (1,116) (1,364)
-------- --------
Cash and cash equivalents at beginning of period 3,661 4,669
-------- --------
Cash and cash equivalents at end of period $ 2,545 $ 3,305
======== ========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
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NZ Corporation and Subsidiaries FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of the Company, the accompanying unaudited condensed
consolidated financial statements contain all normal, recurring adjustments
necessary to present fairly the financial position, results of operations
and cash flows for the periods presented. The accompanying statements do
not include all disclosures considered necessary for a fair presentation in
conformity with generally accepted accounting principles. Therefore, it is
recommended that the accompanying statements be read in conjunction with
the consolidated financial statements appearing in the Company's 1999
annual report on Form 10-K.
2. The results of operations for the six months ended June 30, 2000 and 1999,
are not necessarily comparable and may not be indicative of the results
which may be expected for future quarters or future years.
3. The Company's consolidated financial statements include those of its
wholly-owned subsidiaries, Bridge Financial Corporation ("BFC"), NZ
Properties, Inc., NZ Development Corporation, NZU, Inc. and Great Vacations
International, Inc., together with joint ventures which the Company
controls or in which the Company holds a majority ownership.
4. Certain prior period amounts have been reclassified for comparative
purposes.
5. Net income per share computations are based on the weighted average number
of shares outstanding for the period. For the six months ended June 30, the
weighted average number of shares outstanding were 6,898,000 (basic) and
6,899,000 (diluted) in 2000 and 6,926,000 basic and diluted in 1999. For
the three months ended June 30, the weighted average number of shares
outstanding were 6,884,000 (basic) and 6,898,000 (diluted) in 2000 and
6,926,000 basic and diluted in 1999.
6. The Company is engaged in three operating segments; Real Estate, Short-term
Commercial Real Estate Lending and Other Business. The Short-term
Commercial Real Estate Lending segment is primarily conducted through BFC.
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Reconciliation of Segment Information to Consolidated Amounts
Management evaluates the performance of each segment based on income
before income taxes and identifiable assets. Income before income taxes
includes allocations of corporate overhead expenses. Identifiable assets
include assets employed in the generation of income for each segment.
The basis of measurement of segment income reported below differs from
the measurement used in previous reports. Management previously evaluated
segment performance based on income before joint ventures, non-controlling
interests and income taxes. Beginning with reports for periods ending on or
after March 31, 2000, management now evaluates performance of segments
based on income after joint ventures and non-controlling interests, but
before income taxes. Prior period amounts have been reclassified for
comparative purposes.
Information for the Company's reportable segments reconciles to the
Company's consolidated totals as follows:
REVENUES (UNAUDITED):
<TABLE>
<CAPTION>
Three Months Ended June 30, Six months ended June 30,
(in thousands) 2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Real Estate $4,156 $4,203 $8,125 $13,921
Short-term Commercial Real Estate Lending 1,719 1,083 3,612 2,048
Other 77 27 265 58
------- ------- ------- -------
Consolidated total $5,952 $5,313 $12,002 $16,027
======= ======= ======= =======
</TABLE>
INCOME AFTER ALLOCATIONS (UNAUDITED):
<TABLE>
<CAPTION>
Three Months Ended June 30, Six months ended June 30,
(in thousands) 2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Real Estate $1,512 $758 $2,903 $2,270
Short-term Commercial Real Estate Lending 378 488 971 967
Other 68 25 242 55
------- ------- ------- -------
Income before income taxes $1,958 $1,271 $4,116 $3,292
======= ======= ======= =======
</TABLE>
IDENTIFIABLE ASSETS:
<TABLE>
<CAPTION>
UNAUDITED
JUNE 30, December 31,
(in thousands) 2000 1999
---- ----
<S> <C> <C>
Real Estate $43,946 $46,914
Short-term Commercial Real Estate Lending 49,528 39,489
Other 835 815
------- -------
Consolidated total $94,309 $87,218
======= =======
</TABLE>
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
On June 20, 2000, New Mexico & Arizona Land Company changed its name to NZ
Corporation. The name change was effected following approval of the Company's
shareholders at the Company's annual meeting held on June 9, 2000.
RESULTS OF OPERATIONS
Consolidated discussions represent data of the Company as presented in the
Consolidated Statements of Income. Segment discussions represent data as
reported by segment in Note 6 of the Notes to Condensed Consolidated Financial
Statements included elsewhere in this report.
Consolidated
Revenues decreased 25% from $16,027,000 to $12,002,000 for the six-month
period ended June 30, 2000 as compared to the same period in 1999 and increased
12% from $5,313,000 to $5,952,000 for the three-month period ended June 30, 2000
as compared to the same period in 1999. The increase for the second quarter 2000
is primarily attributable to increased revenue from commercial real estate
lending due to a larger loan portfolio and increased revenue from property
rentals due to revenue from five industrial buildings in the second quarter of
2000 compared to revenue from four industrial buildings, two of which were
included for only part of the quarter in the second quarter of 1999. The
decrease for the six-month period is primarily due to a lower volume of
property sales in 2000 than in 1999. The decrease in property sales for the
six-month period is partially offset by increased revenues from commercial real
estate lending due to a larger loan portfolio and increased revenues from
property rentals due to revenue from five industrial buildings in 2000 as
compared to four industrial buildings in 1999.
For the six months ended June 30, 2000, net income was $2,518,000 ($0.36
per share) compared to $1,989,000 ($0.29 per share) for the same period in 1999.
For the three months ended June 30, 2000, net income was $1,200,000 ($0.17 per
share) compared to $763,000 ($0.11 per share) for the same period in 1999.
Pre-tax earnings from property sales declined 34% from $4,235,000 to $2,789,000
for the six-month period ended June 30, 1999 as compared to the same period in
2000. The decrease is primarily due to the sale in the 1999 period of two
apartment complexes the Company owned in New Mexico, a bulk lot sale of 203 lots
made by one of the Albuquerque joint ventures in which the Company owns a 75%
interest, and two bulk land sales. These sales are compared to three bulk land
sales in 2000. Pre-tax earnings from property sales declined 15% from $1,499,000
to $1,271,000 for the three-month period ended June 30, 1999 as compared to the
same period in 2000. The decrease is primarily due to lower aggregate sales
prices and profit margins in 2000 than in 1999 and recognition of deferred
revenue in the second quarter of 1999 from
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property previously sold by the Company, with no corresponding recognition of
deferred revenue in 2000.
Operating income from property rentals increased 71% from $411,000 to
$704,000 for the six-month period ended June 30, 2000 as compared to the same
period in 1999 and increased 193% from $122,000 to $358,000 for the three-month
period ended June 30, 2000 as compared to the same period in 1999. The six-month
period ended June 30, 2000 includes operating income from five industrial
buildings at a higher occupancy as compared to operating income from four
industrial buildings at a lower occupancy rate in 1999. Additionally, operating
income from the industrial buildings for the same period is partially offset by
an operating loss of approximately $286,000 and $122,000 in 2000 and 1999
respectively with respect to real estate owned and operated due to a
foreclosure. The operating loss associated with this property is included in the
Commercial real estate lending segment. The second quarter of 2000 includes
operating income from all five industrial buildings, compared to the second
quarter of 1999, which included operating income from four industrial buildings,
two of which were included for only part of the quarter.
General and administrative expense declined by $864,000 or 38%, from
$2,288,000 to $1,424,000 for the six-month period ended June 30, 1999 as
compared to the same period in 2000 and by $285,000 or 27%, from $1,050,000 to
$765,000 for the three-month period ended June 30, 1999 as compared to the same
period in 2000. Approximately 97% of the decline for the six-month period is due
primarily to four items. Approximately $535,000 of the decrease is due to
decreased legal expense since the settlement of the Sedona litigation during the
last quarter of 1999. Approximately $175,000 of the decrease is due to decreased
accounting costs, approximately $65,000 of the decrease is due to a reduction in
staff related to the sale of the Company's apartment complexes in New Mexico,
and approximately $65,000 of the decrease is due to decreased consulting fees.
The decline for the three-month period is due primarily to decreased legal
expense of approximately $200,000 and decreased accounting fees of approximately
$100,000. These are partially offset by an increase in the loan loss reserve of
$100,000 for 2000 with no similar increase in 1999.
The managed loan portfolio of Bridge Financial Corporation ("BFC"), a
wholly-owned subsidiary of the Company, stood at $72.1 million as of June 30,
2000, of which $29.3 million was participated with other lenders and $36.0
million (net of an allowance for bad debts of $.7 million and undisbursed loan
proceeds of $1.1 million) was recorded in the Company's financial statements in
"Commercial real estate loans, net" and $5.0 million was recorded in
"Investments in joint ventures". This compares to a June 30, 1999 managed
portfolio of $58.2 million of which $36.2 million was participated with other
lenders and $21.3 million (net of an allowance for bad debts of $.4 million and
undisbursed loan proceeds of $.3 million) was recorded in the Company's
financial statements in "Commercial real estate loans, net". As of July 31, 2000
the managed portfolio was $72.2 million of which $29.5 million was participated
and $35.9 million (net of an allowance for bad debts of $.7 million and
undisbursed loan proceeds of $1.1 million) was recorded in the
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Company's financial statements in "Commercial real estate loans, net" and $5.0
million was recorded in "Investments in joint ventures".
Real Estate Segment
Revenues decreased 42% from $13,921,000 to $8,125,000 for the six-month
period ended June 30, 2000 as compared to the same period in 1999 and decreased
slightly from $4,203,000 to $4,156,000 for the three-month period ended June 30,
2000 as compared to the same period in 1999. The decrease for each period is
primarily due to lower volume for property sales in 2000 than in 1999, partially
offset by increased revenues from property rentals in 2000 compared to 1999.
Income before income taxes increased from $2,270,000 to $2,903,000 for the
six-month period ended June 30, 2000 as compared to the same period in 1999 and
increased 99% from $758,000 to $1,512,000 for the three-month period ended June
30, 2000 as compared to the same period in 1999. The increase for the second
quarter 2000 is primarily attributable to an increase in operating income from
property rentals and a decrease in general and administrative expenses related
to decreased legal expenses and an increase in interest expense allocation to
the lending segment, partially offset by a decline in property sales. The
increase for the six-month period is primarily due to an increase in operating
income from property rentals and a decrease in general and administrative
expenses related to a significant increase in interest expense allocation to the
lending segment. The decrease in identifiable assets from $46,914,000 at
December 31, 1999 to $43,946,000 at June 30, 2000 is primarily due to the
disposition of real estate during the period.
Short-term Commercial Real Estate Lending Segment
Revenues increased 76% from $2,048,000 for the six-month period ended June
30, 1999 to $3,612,000 in the same period for 2000. The increase is primarily
attributable to increased revenues as a result of a larger loan portfolio, with
a reduced principal amount of participated loans in 2000 than in 1999, increased
revenues related to real estate owned and operated and lot sales. Income before
income taxes increased slightly from $967,000 in the six-month period ended June
30, 1999 to $971,000 in the same period in 2000. The modest increase in income
before income taxes is attributable to the increased revenues being offset by
higher expenses for three items: approximately 18% of the increased expenses are
related to increased cost of sales from lot sales; approximately 32% is due to
increased operating expenses for real estate owned and operated; and
approximately 48% is due to increased interest expense.
Revenues increased 59% from $1,083,000 for the three-month period ended
June 30, 1999 to $1,719,000 in the same period in 2000. The increase is
primarily attributable to
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increased revenues as a result of a larger loan portfolio and revenues for three
months in 2000 from real estate owned and operated as compared to one month in
1999. Income before income taxes decreased 23% from $488,000 for the three-month
period ended June 30, 1999 to $378,000 in the same period for 2000. The decrease
is primarily attributable to an increase in expenses incurred from real estate
owned and an increase in interest expense. The increase in identifiable assets
from $39,489,000 at December 31, 1999 to $49,528,000 at June 30, 2000 is
primarily attributable to the growth of the loan portfolio.
LIQUIDITY AND CAPITAL RESOURCES
The Company expects to continue to generate cash from the sale of real
estate this year. Cash will also be generated from principal repayments on
maturing loans in the Company's existing loan portfolio. In addition, the
Company uses and intends to continue to use participants or other joint funding
sources in connection with funding certain real estate loans. Further, the
Company has lines of credit with non-bank commercial lenders and a commercial
bank from which it can fund loans.
The Company intends to negotiate additional or modified lines of credit, as
business circumstances require. The Company's goal in these negotiations will be
to enhance the effectiveness and cost of available capital. A principal outcome
of the Company's discussions with potential lenders will be to determine how
rapidly the Company will be able to grow its commercial real estate lending
business. The terms of any new financing arrangement will likely have a material
effect upon the Company's margins in its lending business and on the size of the
managed loan portfolio. If the Company is not successful in negotiating such
financing, the principal effect will be a slower growth in the Company's lending
business, with the pace of growth in the near term being determined at least in
significant part by the timing of the Company's sales of existing real estate
assets.
For the six months ended June 30, 2000, the Company's operating activities
provided $5,177,000 of net cash flows, its investing activities used $11,096,000
of net cash flows and financing activities provided $4,803,000 of net cash
flows.
As of June 30, 2000, the Company has a $15 million partially secured
revolving line of credit from a commercial bank, which can be used for general
corporate purposes. The line bears interest at the prime rate and expires
November 8, 2000. At June 30, 2000 there was an outstanding balance of
$9,225,000. As of July 31, 2000 the line had an outstanding balance of
$7,225,000. This loan contains financial covenants which require the Company to
maintain a specified minimum ratio of net notes receivable (as defined) to the
outstanding loan balance; a specified minimum excess of current assets over
current liabilities (as defined); and a specified minimum tangible net worth. At
June 30, 2000 the Company was in compliance with these financial covenants.
From a different commercial bank, one of the Albuquerque joint ventures in
which
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the Company owns a 75% interest has two loan facilities. One facility in the
amount of $54,034 matures on July 16, 2001, and another in the amount of
$635,872 matured on July 16, 2000 and will not be renewed. These loans bear
interest at the prime rate plus 1/4%. At June 30, 2000 these loans had no
outstanding balance. The loans are to fulfill certain regulatory requirements
with respect to the development of the property. The Company does not expect the
joint venture to draw against the remaining line. These loans are guaranteed by
the Company.
BFC has a $25,000,000 warehouse line of credit with a large non-bank
commercial lender to finance certain portions of BFC's real estate lending
activities. The line bears interest at rates ranging from 30-day LIBOR plus 250
basis points to 30-day LIBOR plus 300 basis points and expires August 31, 2000.
As amounts are drawn, the line will be secured by certain loan assets of the
Company. At June 30, 2000 the line had an outstanding balance of $1,657,500. As
of July 31, 2000 the line had an outstanding balance of $2,735,500. This loan
contains financial covenants which require BFC to maintain a minimum tangible
net worth; a specified maximum ratio of debt to tangible net worth; and a
specified minimum ratio of liquid assets to tangible net worth. At June 30, 2000
BFC was in compliance with these financial covenants. The line of credit is
guaranteed by the Company. The Company is in discussions with the lender
concerning the renewal of this line of credit.
Additionally, BFC has a revolving $20,000,000 warehouse line of credit with
a different large non-bank commercial lender to finance certain portions of
BFC's real estate lending activities. As amounts are drawn, the line will be
secured by certain loan assets of the Company. The line bears interest at 30-day
LIBOR plus 475 basis points and expires October 1, 2001. At June 30, 2000 and
July 31, 2000 there was no outstanding balance. This loan contains financial
covenants that require BFC to maintain a minimum tangible net worth and a
minimum interest coverage ratio. At June 30, 2000 BFC was in compliance with
these financial covenants. The line of credit is guaranteed by the Company.
In addition to bank lines, the Company may seek qualified joint venture
partners to finance large real estate development projects or loans to the
extent that the Company actually engages in such projects or makes such loans in
the future. The use of joint venture partners provides a source of capital,
mitigates the Company's risk by sharing it with another party, and gives the
Company access to expertise that it might not otherwise have for particular
projects.
The Company's Board of Directors approved a stock buy-back program in
September 1999. The buy-back program authorizes the repurchase of up to 500,000
shares of the Company's common stock in the open market over the 12-month period
ending September 30, 2000. The Company repurchased 32,300 shares for $168,793
for the three-month period ended June 30, 2000 and 58,600 shares for $312,370
for the six-month period ended June 30, 2000. No shares were repurchased in
1999.
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PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders, held June 9, 2000 in Phoenix,
Arizona the shareholders voted to approve amending the Articles of
Incorporation of the Registrant to change the name of the Registrant from
New Mexico and Arizona Land Company to NZ Corporation. The tabulation of
the vote is:
Votes for: 6,278,030
Votes against: 85,575
Abstain: 37,921
Broker non-votes: 0
Also, at the annual meeting, the shareholders elected the four directors
who are standing for re-election. The tabulation of the vote is:
<TABLE>
<CAPTION>
Mr. Putterman Mr. Renneckar Mr. Stolworthy Mr. Wessman
------------- ------------- -------------- -----------
<S> <C> <C> <C> <C>
Votes for: 6,389,821 6,389,770 6,389,244 6,389,821
Votes withheld: 11,705 11,756 12,282 11,705
Abstain: 0 0 0 0
</TABLE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 3.1, Articles of Incorporation, as amended through June
20, 2000
Exhibit 27.1, Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended June 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.
NZ Corporation
/s/Jerome L. Joseph
-------------------
Controller and Treasurer
(Principal Financial Officer)
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/s/R. Randy Stolworthy
----------------------
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 10, 2000
---------------
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Exhibit Index
Exhibit 3.1, Articles of Incorporation, as amended through June
20, 2000
Exhibit 27.1, Financial Data Schedule
