<PAGE> 1
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 June 30, 2000
-------------------------------------------------
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 0-21926
---------------------------------------------------------
AER ENERGY RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Georgia 34-1621925
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4600 Highlands Parkway, Suite G, Smyrna, Georgia 30082
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(770) 433-2127
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
--------------------------------------------------------------------------------
(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 such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
There were 24,850,263 shares of Common Stock outstanding as of August 11, 2000.
<PAGE> 2
AER ENERGY RESOURCES, INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2000
INDEX
<TABLE>
<CAPTION>
Page
----
PART I - FINANCIAL INFORMATION
<S> <C>
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Condensed Balance Sheets - June 30, 2000 and December 31, 1999. 3
Condensed Statements of Operations - Three Months Ended June 30, 4
2000 and 1999, Six Months Ended June 30, 2000 and 1999, and
Period From July 17, 1989 (Date of Inception) to June 30, 2000.
Condensed Statements of Cash Flows - Six Months Ended June 30, 5
2000 and 1999 and Period From July 17, 1989 (Date of Inception)
to June 30, 2000.
Notes to Condensed Financial Statements. 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 7
RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 10
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
AER ENERGY RESOURCES, INC.
(a Development Stage Company)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,285,904 $ 1,761,268
Trade accounts receivable -- 31,070
Inventories 78,147 82,198
Prepaid expenses and other current assets 60,036 83,355
------------ ------------
Total current assets 1,424,087 1,957,891
Equipment and improvements 3,636,414 3,624,558
Less accumulated depreciation (3,184,298) (3,012,647)
------------ ------------
452,116 611,911
Other assets 11,191 11,191
------------ ------------
TOTAL ASSETS $ 1,887,394 $ 2,580,993
============ ============
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
Accounts payable $ 82,166 $ 70,583
Deferred revenue 431,250 431,250
Other accrued expenses 159,739 191,873
------------ ------------
Total current liabilities 673,155 693,706
Long-term liabilities:
Deferred revenue 71,875 287,500
Notes payable to related parties 1,683,617 --
------------ ------------
Total long-term liabilities 1,755,492 287,500
Stockholders' (deficit) equity:
Preferred stock, no par value:
Authorized - 10,000,000 shares; no shares issued and outstanding -- --
Common stock, no par value:
Authorized - 100,000,000 shares; 24,850,263 shares issued and
outstanding at June 30, 2000 and December 31, 1999 66,941,965 66,580,384
Unearned stock compensation (49,335) (66,808)
Deficit accumulated during the development stage (67,433,883) (64,913,789)
------------ ------------
Total stockholders' (deficit) equity (541,253) 1,599,787
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY $ 1,887,394 $ 2,580,993
============ ============
</TABLE>
See notes to condensed financial statements.
3
<PAGE> 4
AER ENERGY RESOURCES, INC.
(a Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Period from
July 17,1989
(date of
Three Months Ended Six Months Ended inception)
June 30, June 30, to June 30,
2000 1999 2000 1999 2000
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
License fees and research and development revenues $ 107,811 $ 496,562 $ 215,625 $ 979,375 $ 2,512,595
Product sales -- -- -- -- 338,174
Cost of product sales -- -- -- -- (6,758,985)
------------ ------------ ------------ ------------ ------------
Gross margin on product sales -- -- -- -- (6,420,811)
------------ ------------ ------------ ------------ ------------
107,811 496,562 215,625 979,375 (3,908,216)
------------ ------------ ------------ ------------ ------------
Costs and expenses:
Research and development
- related party -- -- -- -- 1,145,913
- other 858,338 979,752 1,780,106 1,989,255 39,833,847
Marketing, general and administrative
- related party -- 25,000 -- 50,000 1,388,695
- other 424,087 449,308 882,763 1,093,618 24,530,053
------------ ------------ ------------ ------------ ------------
Total costs and expenses 1,282,425 1,454,060 2,662,869 3,132,873 66,898,508
------------ ------------ ------------ ------------ ------------
Operating loss (1,174,614) (957,498) (2,447,244) (2,153,498) (70,806,724)
Interest income 24,438 43,347 37,875 98,786 4,084,569
Interest expense - related parties (110,725) -- (110,725) -- (375,170)
------------ ------------ ------------ ------------ ------------
Net loss $ (1,260,901) $ (914,151) $ (2,520,094) $ (2,054,712) $(67,097,325)
============ ============ ============ ============ ============
Net loss per share (basic and diluted) $ (0.05) $ (0.04) $ (0.10) $ (0.08) $ (4.05)
============ ============ ============ ============ ============
Weighted average shares outstanding (basic and diluted) 24,850,263 24,851,186 24,850,263 24,855,862 16,550,289
</TABLE>
See notes to condensed financial statements.
4
<PAGE> 5
AER ENERGY RESOURCES, INC.
(a Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Period from
July 17,1989
(date of
Six Months Ended inception)
June 30, to June 30,
2000 1999 2000
------------ ------------ ------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (2,520,094) $ (2,054,712) $(67,097,325)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 171,651 225,564 4,015,817
Amortization of unearned stock compensation 17,473 18,802 754,581
Amortization of warrants' value 45,198 -- 45,198
Grant of compensatory stock options -- -- 14,063
Forgiveness of promissory notes -- -- 69,875
Loss on disposal of equipment -- -- 68,289
Accretion of discount on short-term investments
and marketable securities -- (46,918) (263,259)
Net changes in operating assets and liabilities (177,736) 856,340 771,121
------------ ------------ ------------
Net cash used in operating activities (2,463,508) (1,000,924) (61,621,640)
INVESTING ACTIVITIES:
Purchases of equipment and improvements (11,856) (35,055) (4,162,549)
Purchases of short-term investments and marketable securities -- (3,224,148) (14,736,444)
Purchase of license agreement -- -- (250,000)
Proceeds from sales/maturities of short-term investments and
marketable securities -- 1,083,485 15,000,000
Changes in other assets -- -- (140,501)
------------ ------------ ------------
Net cash used in investing activities (11,856) (2,175,718) (4,289,494)
FINANCING ACTIVITIES:
Proceeds from notes payable to related parties 2,000,000 -- 2,000,000
Proceeds from revolving credit note to related parties -- -- 5,430,000
Issuance of convertible debentures, net of issuance costs -- -- 9,834,500
Issuance of common stock, net of issuance costs -- -- 50,879,555
Net changes in other financing activities -- -- (947,017)
------------ ------------ ------------
Net cash provided by financing activities 2,000,000 -- 67,197,038
------------ ------------ ------------
(Decrease) increase in cash and cash equivalents (475,364) (3,176,642) 1,285,904
Cash and cash equivalents at beginning of period 1,761,268 4,249,868 --
------------ ------------ ------------
Cash and cash equivalents at end of period $ 1,285,904 $ 1,073,226 $ 1,285,904
============ ============ ============
Supplemental disclosure of non-cash financing activities:
Upon the resignation of one member of the Company's Board
of Directors, 12,000 non-vested shares of common stock,
issued under the 1993 Non-Employee Directors' Restricted
Stock Award Plan, were forfeited and returned to authorized
and unissued shares $ -- $ 12,756 $ 12,756
============ ============ ============
</TABLE>
See notes to condensed financial statements.
5
<PAGE> 6
AER ENERGY RESOURCES, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements of AER Energy
Resources, Inc. (the "Company") have been prepared in accordance with accounting
principles generally accepted in the United States for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. These financial statements should be read in conjunction with the
Company's audited financial statements included in the Company's Annual Report
on Form 10-K filed with the Securities and Exchange Commission for the year
ended December 31, 1999. Operating results for the three and six month periods
ended June 30, 2000 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2000 or any interim period.
2. SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
Cash and cash equivalents consist of cash, bank deposits and highly
liquid investments with maturities of three months or less when purchased and
are stated at cost, which approximates market.
Inventories
The Company's inventories are valued at the lower of cost or market,
using the first in, first out (FIFO) method. The inventories balances at June
30, 2000 and December 31, 1999 of $78,147 and $82,198, respectively, consist
entirely of raw materials.
Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
In accordance with FASB Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,"
the Company records impairment losses on long-lived assets used in operations
when events and circumstances indicate that the assets might be impaired and the
undiscounted cash flows estimated to be generated by those assets are less than
the carrying amounts of those assets. Based on the Company's estimate of future
undiscounted cash flows, the Company expects to recover the carrying amounts of
its
6
<PAGE> 7
remaining fixed assets. The Company's estimates of future undiscounted cash
flows have taken into consideration its current research and development
operations and contemplate the Company entering into license agreements and
research and development agreements, similar, or somewhat similar, to the 1998
agreement with Duracell Inc., throughout the remaining life of the Company's
fixed assets. If the Company is unable to enter into such agreements, a
writedown of long-lived assets to fair value may be required. No write-offs of
obsolete equipment were recorded in either of the six-month periods ended June
30, 2000 or 1999.
3. LOANS AND WARRANTS TRANSACTION
On April 3, 2000, the Company received two $1.0 million loans from each
of The Kindt-Collins Company and Keystone, Inc., two major shareholders of the
Company. The Company is required to make quarterly interest payments at prime
plus four percent. The $2.0 million principal is due in March 2002. If the
Company consummates an equity issuance during the term of the loans, the lenders
may convert the loans in whole or in part into equity at the same price at which
the equity is being issued by the Company. Each lender was issued warrants to
purchase 112,994 shares of the Company's common stock at an exercise price of
$1.77 per share. The warrants expire in March 2005. The fair value for these
warrants was estimated at the date of grant using a Black-Scholes valuation
model. The estimated fair value of the warrants of $1.60 per share is recorded
as a discount to the $2.0 million principal of the loans and amortized to
interest expense on a straight-line basis over the term of the loans.
4. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin 101, "Revenue Recognition in Financial Statements"
("SAB 101") which provides guidance related to revenue recognition based on
interpretations and practices followed by the SEC. SAB 101 is required to be
adopted in the fourth quarter of 2000 with retroactive application to the
beginning of the year. SAB 101 allows companies to report any changes in revenue
recognition related to adopting its provisions as an accounting change at the
time of implementation in accordance with APB Opinion No. 20, "Accounting
Changes." The adoption of SAB 101 is not expected to have a material impact on
the Company's financial position or results of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The Company was incorporated in 1989 and has been engaged in the
development and commercialization of high energy density zinc-air batteries.
Until 1998, the Company's operations were focused primarily on developing and
improving its technology, setting up the manufacturing process, testing and
selling rechargeable zinc-air batteries, recruiting personnel, and similar
activities. In 1998, the Company changed its strategy to research and product
development of zinc-air technology with its focus in primary (disposable)
batteries, rather than rechargeable batteries, and plans to commercialize the
technology through alliances with battery and original
7
<PAGE> 8
equipment manufacturers ("OEMs"). This change allows the Company to capitalize
on the capability of its patented Diffusion Air Manager technology and
opportunities in hand-held electronic products like camcorders, cellular
telephones, cordless telephones, digital cameras, and hand-held computers. The
Diffusion Air Manager can extend zinc-air battery storage life by isolating the
cells in zinc-air batteries from exposure to air during periods when the battery
is in storage or not in use.
In September 1998, the Company announced its Technology Licenses and
Services ("TLAS") Agreement with Duracell Inc., a subsidiary of The Gillette
Company, making Duracell the first licensee of the Company's primary
(non-rechargeable) zinc-air technology. Under the terms of the TLAS Agreement,
Duracell agrees to license the rights to the Company's then existing patents. In
addition, Duracell funded certain joint product development projects with the
Company during 1999. Duracell owns technology developed under the projects it
funds, and the Company has rights to utilize the technology. Duracell also has
options to obtain certain other license rights.
Throughout 2000, the Company will continue to seek additional license
agreements for its patented zinc-air technology with other companies, and focus
on the development of prototype primary zinc-air batteries that utilize
Diffusion Air Manager technology.
RESULTS OF OPERATIONS
Three Months Ended June 30, 2000 and 1999
The Company earned $0.11 million of license fees and $0.50 million of
license fees and research and development revenues primarily related to the TLAS
Agreement with Duracell during the three months ended June 30, 2000 and 1999,
respectively.
Research and development expenses decreased 12% to $0.86 million for
the three months ended June 30, 2000 from $0.98 million for the same period in
1999. This decrease resulted primarily from reduced materials and tooling
expenses due to the elimination of research and development work for Duracell in
2000, lower personnel-related expenses, and reduced depreciation expense.
Marketing, general and administrative expenses decreased 11% to $0.42
million for the three months ended June 30, 2000 from $0.47 million for the same
period in 1999. This decrease resulted primarily from the completion in 1999 of
minimum royalty payments to the licensor of certain technology to the Company
and lower personnel-related expenses.
Six Months Ended June 30, 2000 and 1999
The Company earned $0.22 million of license fees and $0.98 million of
license fees and research and development revenues primarily related to the TLAS
Agreement with Duracell during the six months ended June 30, 2000 and 1999,
respectively.
8
<PAGE> 9
Research and development expenses decreased 11% to $1.78 million for
the six months ended June 30, 2000 from $1.99 million for the same period in
1999. This decrease resulted primarily from reduced personnel-related expenses
due to fewer employees than the same period in 1999, reduced production
materials expenses due to the elimination of research and development work for
Duracell in 2000, and lower depreciation expense.
Marketing, general and administrative expenses decreased 23% to $0.88
million for the six months ended June 30, 2000 from $1.14 million for the same
period in 1999. This decrease resulted primarily from the completion in 1999 of
minimum royalty payments to the licensor of certain technology to the Company,
reduced personnel-related expenses, reduced legal and accounting professional
fees, and lower investor relations expenses.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION
As of June 30, 2000, the Company had cash and cash equivalents of $1.29
million. The Company anticipates using these funds as needed to fund capital
equipment purchases, research and product development efforts, marketing and
licensing activities, production of prototype zinc-air battery products,
development of alliances with battery manufacturers and OEMs, working capital
and general corporate purposes as determined by management.
In April 2000, the Company received $2.0 million in cash pursuant to
two $1.0 million loans from two major shareholders of the Company. The Company
is required to make quarterly interest payments at prime plus four percent. The
principal is due in March 2002. Each lender was issued warrants to purchase
112,994 shares of the Company's common stock at an exercise price of $1.77 per
share. The warrants expire in March 2005.
Net cash used in operating activities increased to $2.46 million for
the six months ended June 30, 2000 from $1.00 million for the same period in
1999 due primarily to the increase in the net loss and the net decrease in
operating assets and liabilities for the six months ended June 30, 2000.
For the six months ended June 30, 2000, net cash used in investing
activities of $0.01 million related to purchases of capital equipment and
improvements. Net cash used in investing activities of $2.18 million for the
same period in 1999 related to investment activities in high-grade, short-term
commercial paper.
Net cash provided by financing activities for the six months ended June
30, 2000 arises from the issuance of $2.00 million in notes payable to related
parties in April 2000. No cash was provided by financing activities during the
six months ended June 30, 1999.
The Company currently anticipates that its existing cash and cash
equivalents balance will fund operations and continue technology development at
the current level of activity through the end of the third quarter of 2000. The
Company will need to raise additional funds through additional license
agreements, research and development contracts, debt or equity. There can be no
assurance that additional license agreements or research and development
contracts or equity or debt financing will be available when needed or on terms
acceptable to the Company.
9
<PAGE> 10
The market price of the Company's common stock has fluctuated
significantly since it began to be publicly traded in July 1993 and may continue
to be highly volatile. Factors such as the ability of the Company to achieve
development goals, ability of the Company to commercialize its battery
technology, ability of the Company to license its technology, development of
competing battery technologies, ability of the Company to protect its
proprietary rights to its technology, improvements in conventional battery
technologies, demand for and acceptance of the Company's products in the
marketplace, ability to obtain commitments from battery companies and OEMs,
impact of any future governmental regulations, impact of pricing or material
costs, ability of the Company to raise additional funds, general market
conditions and other factors affecting the Company's business that are beyond
the Company's control may cause significant fluctuations in the market price of
the Company's common stock. The market prices of the stock of many high
technology companies have fluctuated substantially, often unrelated to the
operating or research and development performance of the specific companies.
Such market fluctuations could adversely affect the market price for the
Company's common stock.
FORWARD LOOKING STATEMENTS
This report contains statements which, to the extent that they are not
recitations of historical fact, may constitute "forward looking statements"
within the meaning of applicable federal securities laws and are based on the
Company's current expectations and assumptions. These expectations and
assumptions are subject to a number of risks and uncertainties which could cause
actual results to differ materially from those anticipated, which include but
are not limited to the following: ability of the Company to achieve development
goals, ability of the Company to commercialize its battery technology, ability
of the Company to license its technology, development of competing battery
technologies, ability of the Company to protect its proprietary rights to its
technology, improvements in conventional battery technologies, demand for and
acceptance of the Company's products in the marketplace, ability to obtain
commitments from battery manufacturers and OEMs, impact of any future
governmental regulations, impact of pricing or material costs, ability of the
Company to raise additional funds and other factors affecting the Company's
business that are beyond the Company's control. All forward looking statements
contained in this report are intended to be subject to the safe harbor
protection provided by applicable federal securities laws.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has invested a portion of its cash and cash equivalents in
highly liquid financial instruments. The Company has historically held, and
plans in the future to hold, all such instruments until maturity. If the
instruments were, for some reason not anticipated, redeemed earlier than their
maturity, there might be a gain or loss on the transaction. The Company has no
transactions that qualify for treatment under SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities".
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PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On April 3, 2000, the Company received two $1.0 million loans from each
of The Kindt-Collins Company and Keystone, Inc., two major shareholders of the
Company. Pursuant to two $1.0 million promissory notes, the Company is required
to make quarterly interest payments at prime plus four percent. The $2.0 million
principal is due in March 2002. If the Company consummates an equity issuance
during the term of the loans, the lenders may convert the loans in whole or in
part into equity at the same price at which the equity is being issued by the
Company. Each lender was issued warrants to purchase 112,994 shares of the
Company's common stock at an exercise price of $1.77 per share. The warrants are
exercisable immediately and expire in March 2005. The issuance of the notes and
warrants were exempt from registration under the Securities Exchange Act of
1933, as amended, pursuant to Section 4(2), including Rule 506 of Regulation D
promulgated thereunder. Both recipients of the notes and warrants were
accredited investors under Regulation D.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's 2000 Annual Meeting of Shareholders was held on April 12,
2000. The Company's shareholders voted to elect all six nominees to the
Company's Board of Directors. The following table shows the number of votes cast
for each nominee and the number of votes withheld as to each nominee. There were
no abstentions or broker non-votes as to any nominee, and there were no nominees
other than those named in the Company's proxy statement (who are set forth
below).
<TABLE>
<CAPTION>
Name of Nominee Affirmative Votes Votes Withheld
------------------ ----------------- --------------
<S> <C> <C>
David G. Brown 21,191,033 1,627,183
James W. Dixon 22,775,191 43,025
David W. Dorheim 22,774,991 43,225
William L. Jackson 22,775,191 43,025
Jon A. Lindseth 22,775,191 43,025
John L. Wilkes 22,775,191 43,025
</TABLE>
AER Energy is a trademark of AER Energy Resources, Inc.
11
<PAGE> 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
<S> <C>
27 Financial Data Schedule (for SEC use only).
</TABLE>
(B) REPORTS ON FORM 8-K:
The registrant did not file any reports on Form 8-K during the
three months 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.
AER ENERGY RESOURCES, INC.
Date: August 11, 2000 By: /s/ David W. Dorheim
----------------------------------------
David W. Dorheim, President and
Chief Executive Officer
Date: August 11, 2000 By: /s/ J.T. Moore
---------------------------------------
J.T. Moore, Vice President,
Chief Financial Officer, Secretary
and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
12
