UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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: 000-26889 JORE CORPORATION (Exact Name as Registrant as Specified in Its Charter) Montana 81-0465233 (State of Incorporation) (I.R.S. Employer Identification No.) 45000 Highway 93 South Ronan, Montana 59864 (Address of principal executive offices) (406) 676-4900 (Registrant's telephone number) 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 ---- ----- As of April 28, 2000, 13,840,887 shares of the Registrant's Common Stock, without par value, were outstanding. JORE CORPORATION FORM 10-Q INDEX PAGE NUMBER Part I: Financial Information..............................................2 Item 1 Financial Statements...............................................2 Consolidated Balance Sheets........................................2 Consolidated Statements of Operations for the Three Months Ended March 31, 2000 and 1999......................................3 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2000 and 1999......................................4 Notes to Consolidated Financial Statements.........................5 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations..........................................6 Item 3 Qualitative And Quantitative Disclosures About Market Risk..............................................................10 PART II. OTHER INFORMATION.................................................10 Item 1 Legal Proceedings.................................................10 Item 2 Changes in Securities and Use of Proceeds.........................11 Item 6 Exhibits and Reports on Form 8-K..................................12 Signatures..................................................................12 PART I. FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS JORE CORPORATION CONSOLIDATED BALANCE SHEETS December 31, March 31, 1999 2000 --------------------------------------------------- (unaudited) ASSETS Current assets: Cash and cash equivalents $ 94,283 $ 166,898 Short term investments 7,691,791 4,798,046 Accounts receivable, net of allowances for doubtful accounts of $57,533 and $56,645, respectively 19,031,479 7,119,264 Shareholder notes receivable 1,564,219 1,499,494 Notes receivable from affiliates 11,799 54,637 Inventory 27,795,284 32,296,295 Other current assets 2,494,509 3,859,573 --------------------------------------------------- Total current assets 58,683,364 49,794,207 Property, plant and equipment, net 58,560,925 65,141,472 Intangibles & other long-term assets, net 663,268 837,941 --------------------------------------------------- Total assets $ 117,907,557 $ 115,773,620 =================================================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 9,815,501 $ 6,641,429 Accrued expenses 3,406,448 2,739,867 Operating line of credit 25,000,000 19,910,608 Shareholder note payable 81,495 57,784 Other current liabilities 770,981 622,017 Current portion of long-term debt 3,530,287 4,109,602 --------------------------------------------------- Total current liabilities 42,604,712 34,081,307 Long-term debt, net of current portion 27,779,153 34,068,992 Deferred income tax liabilities 2,769,253 3,289,087 --------------------------------------------------- Total liabilities 73,153,118 71,439,386 Commitments and contingencies (See Note 10) Shareholders' equity: Preferred stock, no par value Authorized, 30,000,000 shares; issued and outstanding, 0 shares Common stock, no par value Authorized, 100,000,000 shares; issued and outstanding, 13,840,887 and 13,826,020, respectively 40,757,891 40,856,877 Deferred compensation - stock options (16,529) (12,746) Retained earnings 4,013,077 3,490,103 --------------------------------------------------- Total shareholders' equity 44,754,439 44,334,234 --------------------------------------------------- Total liabilities and shareholders' equity $ 117,907,557 $ 115,773,620 =================================================== See notes to consolidated financial statements. 2 JORE CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) For the quarter ending March 31, -------------------------------------------------- 1999 2000 -------------------------------------------------- Net revenues $ 9,798,361 $ 7,063,854 Cost of goods sold 6,858,694 4,988,495 -------------------------------------------------- Gross profit 2,939,667 2,075,359 Operating expenses: Product development 116,801 110,446 Sales & marketing 376,652 482,902 General & administrative 1,149,883 1,679,159 -------------------------------------------------- Total operating expenses 1,643,336 2,272,507 -------------------------------------------------- Income (loss) from operations 1,296,331 (197,148) Other (income) expense: Interest expense, net 454,904 618,820 Other (income) expense 1,863 (11,310) -------------------------------------------------- Net other expense 456,767 607,510 Income (loss) before income taxes 839,564 (804,658) Provision (benefit) for income taxes (281,680) -------------------------------------------------- Net income (loss) $ 839,564 $ (522,978) ================================================== Net income (loss) per common share: Basic $ 0.09 $ (0.04) Diluted $ 0.09 $ (0.04) Shares used in calculation of income (loss) per share Basic 9,522,642 13,836,432 Diluted 9,664,681 14,034,599 Pro forma data (unaudited): Net income $ 839,564 Pro forma provision for income taxes 332,445 Pro forma net income $ 507,119 Pro forma net income per common share (unaudited): Basic $ 0.05 Diluted $ 0.05 See notes to consolidated financial statements. 3 JORE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) For the quarter ending March 31, -------------------------------------------------- 2000 1999 -------------------------------------------------- Operating activities: Net income $ (522,978) $ 839,564 Adjustments to reconcile net income to net cash used by operating activities: Depreciation 951,278 393,189 Amortization 6,884 23,155 Compensation expense - stock options 3,783 325 Bad debt expense 14,338 - Provision for inventory obsolescence 35,421 - Amortization of discount on investments (106,255) - Cash provided (used) by changes in operating assets and liabilities: Accounts receivable 11,897,877 7,815,650 Other receivables - (13,817) Inventory (4,536,430) (3,692,795) Prepaid expenses and other current assets (1,365,064) 442,183 Deferred income taxes 519,834 - Intangibles and other long-term assets (181,557) (163,365) Accounts payable (3,174,072) 178,086 Accrued expenses (666,581) 1,634,808 Other current liabilities - (40,973) Income taxes payable (56,420) - -------------------------------------------------- Net cash provided by operating activities $ 2,820,058 $ 7,416,010 Investing activities: Advances on notes receivable - (25,885) Advances on shareholder notes receivable (36,077) - Payments on shareholder notes receivable 100,802 77,764 Advances on notes receivable from affiliates (42,838) - Payments on notes receivable from affiliates - 75,747 Proceeds from investments 3,000,000 - Purchase of property and equipment (7,531,825) (4,916,903) -------------------------------------------------- Net cash used by investing activities $ (4,509,938) $ (4,789,277) -------------------------------------------------- Financing activities: Proceeds from options exercised 85,406 - Proceeds from long-term debt 11,020,373 1,804,560 Payments on long-term debt (4,151,219) (527,219) Proceeds from short-term debt - - Payments on short-term debt (102,675) - Payments on operating line of credit, net (5,089,390) (3,916,194) -------------------------------------------------- Net cash provided (used) by financing activities $ 1,762,495 $ (2,638,853) -------------------------------------------------- Net increase (decrease) in cash 72,615 (12,120) Cash and cash equivalents: Beginning of period 94,283 34,736 -------------------------------------------------- End of period $ 166,898 $ 22,616 ================================================== Supplemental disclosures: Cash paid: Interest paid $ 1,635,231 $ 639,225 Noncash financing and investing activities: Common stock issued for land $ - $ 82,302 See notes to consolidated financial statements. 4 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (1) Basis of Presentation The consolidated balance sheet of Jore Corporation as of March 31, 2000, the related consolidated statements of operations for the three month period ended March, 31, 2000 and 1999, and the consolidated statements of cash flows for the three months ended March 31, 2000 and 1999 are unaudited. In the opinion of management, these unaudited financial statements include all adjustments, consisting only of normal recurring items, that are necessary for a fair presentation of the financial information set forth therein. Interim results are not necessarily indicative of results for a full year. The consolidated financial statements and notes are presented as required by the rules and regulations of the Securities and Exchange Commission and do not contain certain information included in our annual financial statements and notes. You should read these interim financial statements in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited financial statements and the notes thereto for the year ended December 31, 1999 included in our Annual Report on Form 10-K/A filed with the Securities and Exchange Commission. (2) Significant customers: Our sales are concentrated among a few major customers. Sales to customers who individually accounted for 10% of total sales for the three months ended March 31, 1999 and 2000, and receivables from customers who individually accounted for 10% of total receivables at March 31, are as follows: Three months ended Three months ended March 31, 1999 March 31, 2000 -------------- -------------- Sales to: Customer A 45.5% 47.6% Customer B 29.2 21.2 Customer C 14.4 22.6 All other customers 10.9 8.6 ------------------------------------ 100.0% 100.0% ==================================== 5 Receivables from: Customer A 58.2% 50.2% Customer B 28.1 25.5 Customer C 8.9 15.9 All other customers 4.8 8.4 ------------------------------------ 100.0% 100.0% ==================================== (3) Balance Sheet Components December 31, March 31, 1999 2000 ------------------------------------ Inventory Component parts/raw materials $13,135,170 $15,344,611 Work in progress* 11,880,461 10,417,613 Finished goods 3,268,238 6,770,859 Provision for obsolescence (488,585) (236,788) ------------------------------------- Totals $27,795,284 $32,296,295 ==================================== *Work-in progress is composed primarily of finished sub-assemblies, which includes hex-shank drill bits, hex-shank masonry bits, completed but unlabeled screw guides and other component parts. (4) Subsequent Events In May 2000, we received a written commitment from First Security Bank for the revision of our working capital line through participation by another lender to increase the maximum borrowing limit to $35.0 million. Limits on the line advances linked to inventory and accounts receivable levels will continue to be 65% of eligible inventory and 85% of eligible accounts receivable, and the interest rate terms will also be maintained. Under the commitment, the interest rate will decline upon the achievement of certain declines in the ratio of funded debt to EBITDA (earnings before interest, taxes, depreciation and amortization). The term of the line will be for two years. Outstanding advances on the line as of May 13, 2000 were $20.0 million. The line will continue to be secured with receivables, inventory, equipment, patents, and general intangibles. Final implementation of the modifications is subject to usual and customary conditions, including mutual execution of amendment documentation. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion in conjunction with our Unaudited Consolidated Financial Statements and Notes thereto included at Item 1 of this quarterly report. Certain statements contained in this report, including, without limitation, projections of revenues, income, expenses, and loss, plans for product development, future operations, and financing needs or plans, as well as statements containing words like "believe," "anticipate," "estimate," "intend," "seek," "expect," and other similar expressions, constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. You should not rely on these forward-looking statements, which reflect our opinion as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements. Factors that could cause or contribute to such material differences include but are not limited to risks described in Item 1, "Business-Risk Factors" in our annual report on Form 10-K/A for the fiscal year ended December 31, 1999. OVERVIEW Jore Corporation was founded to develop and produce innovative power tool accessories to meet the increasing demand resulting from the growth in the cordless power tool market. Our revenues have grown through the addition of new customers, increased sales to established customers and expanded product offerings. We began our business selling a limited number of drilling and driving accessories to independent local and regional hardware stores and building supply centers. In 1990, Makita became our first national customer and we devoted significant resources to servicing its demand for our products. 6 By 1996, we had expanded our product portfolio to include our reversible drill and drivers and contractor versions of our products. We also began to diversify our customer base by selling products to Black & Decker/DeWalt, as well as to retail customers. In 1997 and 1998, we continued to expand our customer base by selling to Sears, Home Depot, Canadian Tire and Tru*Serv and further expanded our product line by introducing our quick change system and new drilling and driving accessories such as wood boring and masonry bits. In 1999, we increased our revenues and margins by pursuing direct relationships with major retailers through sales of private label and STANLEY-REGISTERED TRADEMARK- branded products, increasing sales to existing customers, and augmenting our existing product portfolio. Net revenues are recognized at the time of shipment and sales terms are typically net 60 or 90 days. Historically, we have experienced negligible bad debt and do not expect bad debt to be material in the future. Cost of goods sold consists primarily of raw materials, labor, shipping, depreciation, and other direct and indirect manufacturing expenses associated with the production and packaging of products. Our operating expenses include product development costs, sales and marketing expenses and general and administrative expenses. Product development expenses consist principally of personnel costs and material associated with the development of new products and changes to existing products, which are charged to operations as incurred. Sales and marketing expenses consist primarily of selling commissions paid to Manufacturers' Sales Associates, our sales representative, salaries and employee benefits for internal sales personnel and costs of advertising and promotional activities. General and administrative expenses consist primarily of salaries and employee benefits for executive, managerial and administrative personnel, license fees, facility leases, depreciation and amortization of capitalized administrative equipment and building costs and travel and business development costs. Other expense consists primarily of interest expense associated with our borrowings, net of interest income on cash and cash equivalents. RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999 NET REVENUES. Net revenues decreased from $9.8 million for the three months ended March 31, 1999 to $7.1 million for the three months ended March 31, 2000, representing a 27.9% decrease. This was due primarily to a delay in timing from 1999 to 2000 of a significant promotional effort by one of our principal customers and the continuing transition from our OEM customers to the direct-to- retail channel. While sales to our OEM customers remained relatively flat during the first quarter of 2000, sales to retailers under their private labels slowed. Sales under the Stanley-Registered Trademark- brand are not comparable on a quarterly basis, as we obtained the license during the second quarter of 1999. COST OF GOODS SOLD. Cost of goods sold decreased from $6.9 million for the three months ended March 31, 1999 to $5.0 million for 7 the three months ended March 31, 2000, representing a 27.3% decrease. The decrease relates primarily to the reduction in sales. Cost of goods sold as a percentage of revenues increased slightly from 70.0% for the three months ended March 31, 1999 to 70.6% for the three months ended March 31, 2000. A number of issues impacted our gross margin in the first quarter. In the first quarter of 2000, a substantial portion of our revenue was with our OEM customers, which resulted in lower margins. Another issue which impacted our gross margin was our vertical integration. As we have become more vertically integrated, our fixed costs have increased, which depress our margins in times of lower sales. Lastly, a majority of our sales were comprised of higher cost, purchased inventory items. PRODUCT DEVELOPMENT EXPENSES. Product development expenses decreased from $117,000 for the three months ended March 31, 1999 to $110,000 for the three months ended March 31, 2000, representing a 5.4% decrease. In addition to the labor expensed for the three months ended March 31, 1999 and for the three months ended March 31, 2000, we capitalized $262,000 and $477,000, respectively, of labor related to equipment constructed in-house. These amounts are included in property, plant and equipment on the balance sheet and depreciated over the life of the equipment. The increase in capitalized costs is related to an increase in engineers who are focused on automation of our processes in our assembly and packaging areas. SALES AND MARKETING EXPENSES. Sales and marketing expenses increased from $377,000 for the three months ended March 31, 1999 to $483,000 for the three months ended March 31, 2000, representing a 28.2% increase. Advertising and promotion expenses increased by $122,000 during the first quarter of 2000 as compared to the first quarter of 1999, due to increased retail advertising as we continue to focus efforts on the penetration of our direct-to-retail channels under both private labels and the Stanley-Registered Trademark- brand. GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses increased from $1.1 million for the three months ended March 31, 1999 to $1.7 million for the three months ended March 31, 2000, representing a 46.0% increase. The increase was a result of the expansion of our management team and infrastructure to accommodate future growth. We increased our general and administrative staff, which includes executive, managerial and administrative personnel, from 61 at March 31, 1999 to 107 at March 31, 2000. Professional fees, insurance costs, and other equity related costs related to being a public company also increased. OTHER EXPENSE. Other expense increased from $457,000 for the three months ended March 31, 1999 to $608,000 for the three months ended March 31, 2000, representing a 33.0% increase. This increase was the result of greater borrowings and a corresponding increase in interest expense. NET INCOME / LOSS. As a result of all these factors, we experienced a loss of $523,000 for the three months ended March 31, 2000, compared with pro forma net income of $507,000 for the three months ended March 31, 1999. Because we were an S corporation not subject to income taxes in the first quarter of 1999, there was no provision for income taxes. For comparison purposes, we have calculated and presented a pro forma provision for income taxes totalling 8 $332,000 for the first quarter of 1999, computed as if we had been a C corporation subject to income taxes for such period. LIQUIDITY AND CAPITAL RESOURCES Historically, we have funded operations with short-term lines of credit and term loans for equipment purchases, and, to a lesser extent, net income from operations. Our initial public offering of common stock in September 1999 yielded net proceeds to us of $38.6 million, including the exercise of the underwriters' over-allotment option. These proceeds were used to repay debt, distribute the accumulated but undistributed S corporation earnings of the Company, and provide for capital expenditures. Cash, cash equivalents and short-term investments were $5.0 million as of March 31, 2000, compared to $7.8 million as of December 31, 1999. Operations provided net cash of $2.8 million for the three months ended March 31, 2000. The net cash provided consisted primarily of a decrease in accounts receivable which was offset by increased inventory, decreased accounts payable and other current assets. Net cash used by investing activities for the three months ended March 31, 2000, was $4.5 million. Cash used in investing activities consisted primarily of property and equipment purchases, which was offset by the sale of investments. Net cash provided by financing activities was $1.8 million for the three months ended March 31, 2000. Cash provided from financing activities was primarily from term debt which was offset by a pay down of our line of credit. We have a revolving line of credit with First Security Bank, N.A., with a maximum borrowing limit of $25.0 million. Advances on the line are limited to 85% of eligible accounts receivable and 65% of eligible inventory. Trade accounts receivable and inventory are assigned as collateral. Interest on the revolving credit line is at the prime rate plus one-half percent or, at our option, LIBOR plus 2.5%, currently at 8.60%. The term of the agreement is through August 2001. This line is secured by receivables, inventory, equipment and general intangibles. At March 31, 2000, we had outstanding advances of $19.9 million on this line. In January 2000, we borrowed $8.6 million from Mountain West Bank, N.A. The loan is collateralized by real estate and buildings owned by us and is personally guaranteed by Matthew B. Jore, our principal shareholder and our Chief Executive Officer. The terms include a 20-year amortization, monthly payment of $77,734, with interest at the Wall Street Journal Prime Rate plus .5%, adjusted every five years. This loan refinanced short-term debt of $2.5 million from the same lender. Total capital expenditures, net of dispositions, were $7.5 million in the three months ended March 31, 2000 compared to $4.9 million for the three months ended March 31, 1999 and $40.9 million for the year ended December 31, 1999. Ninety percent of the expenditures in the first quarter of 2000 have been related to the acquisition of 9 manufacturing equipment to increase production capacity. In order to maintain an exclusive relationship with the manufacturer of some of our equipment, we must continue to purchase approximately $5.6 million of such equipment per year until May 2004, and we currently plan to invest an additional $17.0 million (approximate) in manufacturing equipment during the balance of 2000. We believe that our cash, cash equivalents and short-term investments at March 31, 2000, will be sufficient to meet the cash requirements of our current business plan for the next twelve months. Depending on our rate of growth and expansion of our business beyond our current business plan, however, we may require additional equity or debt financing to meet future working capital needs. We cannot assure you that such additional financing will be available or, if available, that such financing can be obtained on satisfactory terms. RECENT ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," and established standards for derivative instruments, including certain derivative instruments embedded in other contracts and hedging activities. The FASB delayed implementation of this standard, therefore, it will now be effective for the Company beginning in fiscal 2001. The Company does not expect adoption of SFAS No. 133 to have a material effect on the financial statements. ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Substantially all of our cash equivalents and marketable securities are at fixed interest rates and, as such, the fair value of these instruments is affected by changes in market interest rates. However, all of our cash equivalents and marketable securities mature within one year. As a result, we believe that the market risk arising from our holding of these financial instruments is minimal. In addition, all of our accounts receivable and accounts payable are denominated in U.S. dollars, our current customers pay in U.S. dollars and we pay our vendors in U.S. dollars, and, consequently, our foreign currency exchange rate risk is immaterial. We do not have any derivative instruments and do not currently engage in hedging transactions. The Company has exposure to interest rate risk from its short-term and long-term debt. The Company's long-term debt is both fixed rate and variable rate. The Company had $23.0 million of long-term debt with fixed rates at March 31, 2000. Market risk for fixed-rate long-term debt is estimated as the potential decrease in fair value resulting from a hypothetical 100 basis points increase in interest rates and amounts to $953,000 as of March 31, 2000. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS From time to time we have been, and expect to continue to be, subject to legal proceedings and claims in the ordinary course of our 10 business, including claims of alleged infringement of third-party trademarks and other intellectual property rights. Such claims, even if not meritorious, could require the expenditure of significant financial and managerial resources. In May 2000, we entered into litigation with International Tool Machines of Florida, Inc. ("ITM"), the manufacturer and supplier of our proprietary drill bit manufacturing machinery, which litigation was commenced because we believe that ITM intends to sell and make available these machines and the related technology to third parties in violation of our exclusive dealing and nondisclosure agreements with ITM. We seek to prevent ITM from selling these or similar machines to others, including our competitors, in violation of existing agreements with ITM. ITM stipulated in this case, which is filed in United States Federal District Court, not to disclose or transfer proprietary information until expedited discovery is had. Both parties are moving towards a prompt resolution of the matter, including expedited discovery and hearings on motions for injunctions. However, no assurances can be made that the case will be resolved short of trial. If ITM is permitted to sell our proprietary drill bit manufacturing equipment to third parties, including our competitors, we would lose our exclusive right to these technologically advanced drill bit manufacturing machines. As a result, the comparative advantages that we enjoy over our competitors in our drill bit manufacturing process could be lost, and our competitors would be able to achieve significant cost savings and quality improvements in producing drill bits. An outcome unfavorable to us in this matter could have a material adverse effect on our competitive position in the drill bit market. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS USE OF PROCEEDS FROM REGISTERED SECURITIES. As of March 31, 2000, we had used the net proceeds of our initial public offering as follows: (In Millions) Net Proceeds from Sale of 4,300,000 shares $38.6 USE OF PROCEEDS 11 Repayment of Indebtedness $12.9 S corporation Dividend and shareholder advances 4.0 Capital expenditures and working capital 16.9 Investments In marketable securities 4.8 ----- Total $38.6 ===== ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are filed as part of this Form 10-Q: Exhibit 10.1 Jore Corporation 1999 Employee Stock Purchase Plan, as Amended Exhibit 27 Financial Data Schedule (b) Reports on Form 8-K Jore Corporation filed no reports on Form 8-K during the quarter ended March 31, 2000. Items 3, 4 and 5 of Part II have been omitted from this Report as not applicable. - - ---------------------------------------------------------------------- SIGNATURES - - ---------------------------------------------------------------------- In accordance with the requirements of the Securities Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. JORE CORPORATION /s/ Monte W. Giese ---------------------------------- By: Monte W. Giese Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Officer) Date: May 15, 2000 12