UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 1997
METRA BIOSYSTEMS, INC.
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(Exact Name of Registrant as specified in its charter)
0-26234
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Commission File Number
CALIFORNIA 33-0408436
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
265 NORTH WHISMAN ROAD, MOUNTAIN VIEW, CA 94043-3911
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(Address of Registrant's principal executive offices)
(415) 903-9100
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(Registrant's telephone number including area code)
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.
[ X ]Yes [ ] No.
The number of shares of the Registrant's common stock outstanding as of
April 30, 1997 was 12,611,938.
METRA BIOSYSTEMS, INC. AND SUBSIDIARIES
INDEX
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PAGE NO.
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PART I. FINANCIAL INFORMATION 3
ITEM 1. FINANCIAL STATEMENTS 3
CONSOLIDATED CONDENSED BALANCE SHEETS
MARCH 31, 1997 AND JUNE 30, 1996 3
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED MARCH 31, 1997 AND 1996 4
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED MARCH 31, 1997 AND 1996 5
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 6-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION, RESULTS OF OPERATIONS
AND FACTORS THAT MAY AFFECT FUTURE RESULTS 9-11
PART II. OTHER INFORMATION 12
ITEM 1. LEGAL PROCEEDINGS 12
ITEM 2. CHANGES IN SECURITIES 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
HOLDERS 12
ITEM 5. OTHER INFORMATION 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
SIGNATURE 13
2
PART I. FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
METRA BIOSYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS)
ASSETS
MARCH 31, JUNE 30,
1997 1996
----------- --------
(Unaudited) (A)
Current assets:
Cash and cash equivalents $ 15,916 $ 19,217
Securities available-for-sale, at market 13,386 26,283
Accounts receivable, net 1,342 1,266
Interest receivable 275 578
Inventories 1,052 1,040
Prepaid expenses and other current assets 200 249
-------- --------
Total current assets 32,171 48,633
Property and equipment, net 4,265 4,314
Securities available-for-sale, at market 12,027 6,747
Other assets, net 243 499
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$ 48,706 $ 60,193
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-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of capital lease obligations $ 552 $ 407
Accounts payable 737 2,185
Accrued expenses 2,069 1,810
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Total current liabilities 3,358 4,402
Capital lease obligations 1,721 1,367
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Total liabilities 5,079 5,769
Shareholders Equity:
Preferred stock - -
Common stock 13 13
Capital in excess of par value of common stock 94,609 94,539
Notes receivable from shareholders (40) (90)
Deferred compensation (50) (79)
Foreign currency translation adjustment (12) 13
Unrealized loss on securities available-for-sale (93) (83)
Accumulated deficit (50,800) (39,889)
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Total shareholders' equity 43,627 54,424
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$ 48,706 $ 60,193
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(A) Derived from audited financial statements at June 30, 1996
See accompanying notes to consolidated condensed financial statements.
3
METRA BIOSYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
----------------------- ---------------------
1997 1996 1997 1996
---- ---- ---- ----
Revenues:
Product sales $ 1,710 $ 1,062 $ 4,392 $ 2,836
Partner revenues 62 178 274 1,854
---------- ---------- --------- ---------
Total revenues 1,772 1,240 4,666 4,690
Operating expenses:
Cost of product sales 741 764 3,023 2,152
Research and development 945 1,047 4,341 2,794
Sales and marketing 1,738 2,039 7,147 4,685
General and administrative 687 859 2,771 2,061
Acquired in-process research
and development -- 11,291 -- 11,291
---------- ---------- --------- ---------
Total operating expenses 4,111 16,000 17,282 22,983
---------- ---------- --------- ---------
Loss from operations (2,339) (14,760) (12,616) (18,293)
Interest income, net 500 342 1,705 1,202
---------- ---------- --------- ---------
Net loss $ (1,839) $ (14,418) $ (10,911) $ (17,091)
---------- ---------- --------- ---------
---------- ---------- --------- ---------
Net loss per share $ (0.15) $ (1.40) $ (0.87) $ (1.73)
---------- ---------- --------- ---------
---------- ---------- --------- ---------
Weighted average shares used to compute
net loss per share 12,614,513 10,264,400 12,607,177 9,862,216
---------- ---------- --------- ---------
---------- ---------- --------- ---------
See accompanying notes to consolidated condensed financial statements.
4
METRA BIOSYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
NINE MONTHS ENDED
MARCH 31,
-------------------------
1997 1996
---- ----
Increase (decrease) in Cash and Cash Equivalents:
Net cash used in operating activities $ (10,644) $ (7,372)
Cash flows from investing activities:
Purchases of investment securities (18,284) (30,430)
Maturities and sales of investment securities 25,891 9,851
Purchases of property and equipment (883) (3,085)
Repayment of notes receivable from shareholders 50 59
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Net cash (used in) provided by investing activities 6,774 (23,605)
Cash flows from financing activities:
Proceeds from capital leases 848 1,922
Repayments of capital leases (349) (146)
Proceeds from issuance of common stock 70 32,222
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Net cash provided by financing activities 569 33,998
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Net increase (decrease) in cash and cash equivalents (3,301) 3,021
Cash and cash equivalents at beginning of period 19,217 2,317
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Cash and cash equivalents at end of period $ 15,916 $ 5,338
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--------- ---------
Supplemental disclosure of cash flow information:
Cash paid for interest $ 154 $ 56
Supplemental disclosure of noncash investing and
financing activities - conversion of mandatorily
redeemable preferred stock and common stock
warrant to common stock $ -- $ 23,260
See accompanying notes to consolidated condensed financial statements.
5
METRA BIOSYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 1997 AND 1996
(UNAUDITED)
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE COMPANY
Metra Biosystems, Inc. ("Metra" or the "Company") was incorporated on
March 21, 1990. Since the commencement of operations the Company has been
engaged in the development and commercialization of diagnostic products for
the detection and management of metabolic bone diseases and disorders.
In December 1993, the Company incorporated a wholly-owned subsidiary,
Metra Biosystems (U.K.) Ltd., that is responsible for the commercialization
of Metra's products in Europe. In October 1995, a branch office of Metra
Biosystems (U.K.) Ltd. was opened in Milan, Italy. In January 1997, the
Company received a registration number to do business as Metra Biosystems
GmbH, a wholly-owned subsidiary located in Germany.
In January 1996, the Company acquired Osteo Sciences Corporation, now a
wholly-owned subsidiary, which is responsible for research and development of
the Company's ultrasound technology.
The accompanying unaudited consolidated condensed financial statements
have been prepared by the Company, pursuant to the rules and regulations of
the Securities and Exchange Commission, and reflect all adjustments,
consisting only of normal recurring adjustments, which, in the opinion of
management, are necessary for a fair statement of the results for the interim
periods presented. Operating results for the three and nine months ended
March 31, 1997 are not necessarily indicative of the results to be expected
for the year.
Certain information in footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles has been condensed or omitted pursuant to such rules
and regulations. It is suggested that these consolidated financial statements
be read in conjunction with the consolidated financial statements and the
notes thereto contained in the Company's Annual Report on Form 10-K, as
amended on Form 10-K/A, for the year ended June 30, 1996, previously filed
with the Securities and Exchange Commission.
NET LOSS PER SHARE
Net loss per share has been calculated based on the weighted average
number of shares outstanding. Common equivalent shares from stock options and
warrants have been excluded as their effect is anti-dilutive. In February
1997, the Financial Accounting Standards Board issued Statement No. 128,
Earnings per Share, which is required to be adopted on December 31, 1997. At
that time, the Company will be required to change the method currently used
to compute earnings per share and to restate all prior periods. Under the new
requirements for calculating primary earnings per share, the dilutive effect
of stock options will be excluded. There will be no impact on the Company
from the adoption of Statement No. 128.
6
2. INVESTMENT SECURITIES
Investment securities which are classified as available-for-sale at
March 31, 1997 and June 30, 1996 include the following:
March 31, June 30,
1997 1996
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(in thousands)
Fair Value
U.S. Government securities $ 7,496 $ 8,516
Mortgage-backed securities 6,208 12,132
Corporate bonds 11,506 12,174
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25,210 32,822
Marketable equity securities 203 208
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$ 25,413 $ 33,030
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Cost
U.S. Government securities $ 7,499 $ 8,527
Mortgage-backed securities 6,219 12,148
Corporate bonds 11,538 12,188
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25,256 32,863
Marketable equity securities 250 250
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$ 25,506 $ 33,113
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The cost and estimated fair value of securities available-for-sale as of
March 31, 1997 by contractual maturity, consisted of the following:
Adjusted Fair
Cost Value
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Due in one year or less $ 8,476 $ 8,470
Due in one to four years 10,811 10,735
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19,287 19,205
Mortgage-backed securities 6,219 6,208
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$ 25,506 $ 25,413
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3. INVENTORIES
Inventories consist of the following:
March 31, June 30,
1997 1996
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(in thousands)
Raw materials $ 290 $ 216
Work-in-process 187 --
Finished goods 575 824
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$ 1,052 $ 1,040
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4. LEASE COMMITMENTS
In December 1996, the Company entered into a leasing arrangement to
finance $848,000 of equipment. As of March 31, 1997, all of the lease line
had been utilized. The lease is classified as a capital lease and payments
on the capital lease obligation extend to fiscal year 2001. The leasing
agreement includes negative covenants which require an irrevocable letter of
credit in the event of non-compliance with the covenants.
7
5. ACQUISITION - OSTEO SCIENCES CORPORATION
On January 31, 1996, the Company purchased Osteo Sciences Corporation
("Osteo") for 541,072 shares of Metra Common Stock valued at approximately
$9,672,000 and options to purchase 19,343 shares of Metra Common Stock valued
at approximately $345,000. Additional costs associated with the transaction
along with net liabilities assumed were approximately $1,274,000. The
transaction was recorded using the purchase method of accounting and resulted
in a one-time write-off of $11,291,000 for acquired in-process research and
development during the quarter ended March 31, 1996.
6. SUBSEQUENT EVENT
In April 1997 the Company entered into a Co-Promotion Agreement with
Berlex Laboratories, Inc. ("Berlex") pursuant to which the Company will
compensate Berlex to conduct certain promotional activities and will pay
Berlex commissions based upon increased sales of the Company's products. The
Company also issued Berlex a warrant to purchase 413,233 shares of the
Company's Common Stock at a purchase price of $4.84 per share.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS AND FACTORS THAT MAY AFFECT FUTURE
RESULTS
RESULTS OF OPERATIONS
THREE AND NINE MONTHS ENDED MARCH 31, 1997 AND 1996
REVENUES
Product sales increased to $1,710,000 and $4,392,000 for the three and nine
months ended March 31,1997 as compared to $1,062,000 and $2,836,000, an
increase of 61% and 55%, respectively, for the corresponding periods of
fiscal 1996. The growth of product sales in the third quarter and first nine
months of fiscal 1997 over the comparable prior periods of fiscal 1996 was
principally due to an increased awareness and market acceptance of the
Company's products. The primary factors related to this was the establishment
of the Company's Italian sales office in October 1995, and increased market
awareness in the U.S. from the promotion of the Company's key products
following the U.S. Food and Drug Administration's clearance of these products
for clinical use in late 1995.
Partner revenues were $62,000 for the third quarter and $274,000 for the
first nine months of fiscal 1997, compared to $178,000 and $1,854,000 for the
corresponding periods of fiscal 1996, representing decreases of 65% and 85%,
respectively. The decrease in partner revenues for the quarter and nine month
period is primarily due to non-recurring milestone payments from corporate
partners which were included in partner revenue in the prior fiscal year.
PRODUCT COSTS AND EXPENSES
Cost of product sales were $741,000 for the third quarter and $3,023,000 for
the first nine months of fiscal 1997, as compared to $764,000 and $2,152,000
from the corresponding periods in the prior fiscal year. The decrease in the
third quarter from the prior year was primarily related to improved product
margins resulting from economies of scale and process improvements. For the
nine month period, the increases in product costs are primarily the result of
the product sales increases that have been realized over the corresponding
periods in the prior years. Costs of product sales for the nine months of
fiscal 1997 were 69% of product sales compared with 76% in fiscal 1996. The
Company believes that the historical fluctuations in the cost of product
sales were due to the initial production stages of several complex products
and the subsequent investments in process improvements. Management believes
that these investments will stabilize the quarterly fluctuations in the cost
of product sales and may yield slight improvements in the product margin.
Additional improvements can be realized but will be driven by the sales
volume and mix that the Company is able to achieve. However, there can be no
assurance that actual results will not be unfavorable in the foreseeable
future.
Research and development expenses for the third quarter and first nine months
of fiscal 1997 were $945,000 and $4,341,000, respectively, compared to
$1,047,000 and $2,794,000 from the corresponding periods in the prior fiscal
year. The third quarter decrease of 10% from the prior year was a direct
result of the cost containment efforts initiated late in the second quarter
of fiscal year 1997. The year-to-year spending increases for the nine month
period were related to increased product development and collaborative
programs as well as the on-going research costs of the Company's ultrasound
program which was initiated in January 1996 through the acquisition of Osteo
Sciences Corporation. The Company believes that research and development
expenses will show slight increases in the upcoming quarters.
Sales and marketing expenses were $1,738,000 and $7,147,000 for the third
quarter and first nine months of fiscal 1997, respectively, as compared to
$2,039,000 and $4,685,000 from the corresponding periods in the prior fiscal
year. The third quarter of fiscal 1996 marked the launch of broad based
marketing promotional programs for the Company's clinical use of
Pyrilinks-Registered Trademark--D. This included one-time expenses for
programs such as literature development and advertising, which is the primary
factor for the higher expenses in the third quarter of fiscal 1996 as
compared to fiscal 1997. The increases for the nine month period are
primarily attributable to increased
9
personnel costs, sales expenses associated with physician education programs,
and spending increases in the international sales locations. The Company
believes that sales and marketing expenses will increase in subsequent
periods due to fees and potential commissions payable to Berlex Laboratories,
Inc. ("Berlex") in connection with the Co-Promotion Agreement entered into
between the Company and Berlex in April 1997.
General and administrative expenses were $687,000 and $2,771,000 for the
third quarter and first nine months of fiscal 1997, respectively, compared to
$859,000 and $2,061,000 from the corresponding periods in the prior fiscal
year. The decrease in the third quarter of fiscal 1997 is primarily due to
recruiting expenses and expenses associated with the acquisition of Osteo
incurred in the third quarter of fiscal 1996 that were not incurred in fiscal
1997. The increase for the nine month period is primarily due to increased
personnel costs as well as additional legal and consulting expenses necessary
to support the Company's expanded operations as compared with the same period
in the prior fiscal year.
NET INTEREST INCOME
Net interest income was $500,000 and $1,705,000 for the third quarter and the
first nine months of fiscal 1997, as compared to $342,000 and $1,202,000 from
the corresponding periods in the prior fiscal year. The increase is
primarily the result of increased cash resources available for investment
resulting from the Company's follow-on offering in April 1996.
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash, cash equivalents and investment securities of $41.3
million at March 31, 1997. The Company's use of cash in operating activities
was $10.6 million for the nine months ended March 31, 1997 compared to $7.4
million for the corresponding period ended March 31, 1996. The increase in
cash usage was primarily due to the increased net operating loss for the
corresponding periods and, to a lesser extent, fluctuations in working
capital. Net cash received from financing activities for the first nine
months of fiscal 1997 was $569,000, which was primarily comprised of $848,000
of proceeds from a capital lease that was executed in December 1996 offset by
$349,000 of repayments of existing capital leases.
Net capital expenditures for the first nine months of fiscal 1997 were
$883,000, compared to $3,085,000 for the corresponding period in fiscal 1996.
This higher amount in 1996 was primarily due to leasehold improvements to a
new facility in support of the Company's expanded operations in Mountain
View, California.
In April 1997 the Company entered into a Co-Promotion Agreement with Berlex
under which the Company is obligated to pay Berlex a fee of $3,000,000 on
December 31, 1997 in consideration of promotional services rendered by Berlex
with respect to certain of the Company's products. In addition, future
commitment fees in fiscal year 1999 and fiscal year 2000 will be paid to
Berlex if specified minimum sales targets are achieved. The Company will use
a portion of its existing cash resources to make such fee payments when and
if they come due.
The Company's future capital requirements depend upon, among other things,
the pace of market acceptance of the Company's products, the costs of
research and development programs, the funding of clinical and regulatory
related studies, the expansion of marketing and selling activities, costs
involved in filing, prosecuting, enforcing, and defending patent claims, and
the time and costs associated with obtaining regulatory approvals for future
products. Funds may also be used for investments in, or acquisitions of,
complementary businesses, products or technologies, in expanding the
Company's manufacturing capacity or in improving its existing facilities.
Although the Company believes its current cash, cash equivalents and
investment securities will be sufficient to meet the Company's operating
expenses and capital requirements into fiscal 1999, the Company's future
liquidity and capital requirements will depend on the factors noted above,
among others. The Company may, however, seek additional equity or debt
financing to fund further expansion of its manufacturing capacity, or to fund
other projects or acquisitions. There can be no assurance that if it becomes
necessary to raise additional capital, that such capital will be available on
acceptable terms, if at all.
10
FACTORS THAT MAY AFFECT FUTURE RESULTS
The Company commenced its marketing efforts in the United States upon
receiving 510(k) clearance for its key products in late 1995, and does not
anticipate significant revenues from clinical sales of its products in the
United States unless and until the results of its medical education efforts
are realized. Achieving increased sales growth and improved product margins
depends upon increased awareness and acceptance of the Company's products
among clinicians, the success of the Company's Co-Promotion Agreement with
Berlex Laboratories, Inc., adequate levels of third-party reimbursement for
clinical use of its diagnostic tests, the Company's ability to successfully
launch new products, continued sales growth of the Company's manual test
formats and successful market penetration of automated test formats by the
Company's corporate partners to the extent that this substantially increases
market demand versus conversion of existing manual kit business. There can be
no assurance the Company can successfully achieve any of the above items in a
timely manner or at all, and failure to do so could have a material adverse
effect on the Company's business, financial condition and results of
operations.
DISCLOSURE PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
THE STATEMENTS CONTAINED IN THE REPORT ON FORM 10-Q THAT ARE NOT PURELY
HISTORICAL ARE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A
OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES
EXCHANGE ACTION OF 1934, AS AMENDED INCLUDING, WITHOUT LIMITATION, STATEMENTS
REGARDING THE COMPANY'S FUTURE PRODUCT DEVELOPMENT AND COMMERCIALIZATION,
PRODUCT SALES AND OTHER REVENUES, MARKET OPPORTUNITIES AND ACCEPTANCE,
BELIEFS, EXPECTATIONS, GOALS, FINANCIAL PERFORMANCE, AND FUTURE STRATEGIES,
ALL OF WHICH ARE DEPENDENT ON CERTAIN RISKS AND UNCERTAINTIES THAT MAY CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN THESE OR ANY
OTHER FORWARD LOOKING STATEMENTS MADE BY OR ON BEHALF OF THE COMPANY. THESE
RISKS AND UNCERTAINTIES INCLUDE THE UNCERTAINTY OF REALIZING INCREASED MARKET
AWARENESS AND ACCEPTANCE FOR THE COMPANY'S PRODUCTS, THE SUCCESS OF THE
COMPANY'S COLLABORATIVE RELATIONSHIPS, THE UNCERTAINTY OF OBTAINING ADEQUATE
LEVELS OF THIRD-PARTY REIMBURSEMENT FOR CLINICAL USE OF THE COMPANY'S
PRODUCTS, AND THE UNCERTAINTY AND VARIABILITY OF CONTINUING SALES GROWTH OF
THE COMPANY'S PRODUCTS. FOR A MORE DETAILED DISCUSSION OF THESE RISKS, SEE
THE RISK FACTORS LISTED IN THE COMPANY'S PROSPECTUS DATED APRIL 23, 1996 AND
IN THE COMPANY'S ANNUAL REPORT ON FORM-10K FOR THE YEAR ENDED JUNE 30, 1996.
11
PART II. - OTHER INFORMATION
Item 1. - Legal Proceedings
None
Item 2. - Changes In Securities
With respect to the Company's currently outstanding Preferred Share
Purchase Rights, on January 17, 1997, the Board of Directors of the Company
approved an amendment of the Company's Preferred Shares Rights Agreement
dated as of August 21, 1996 between the Company and The First National Bank
of Boston (the "Rights Agreement") to increase the ownership threshold
required to trigger the Rights Agreement from 15% to 20%, as more fully set
forth in the Rights Agreement, and as amended on January 17, 1997. The
rights, privileges and preferences of the Company's Preferred Share Purchase
Rights are described in the Company's Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on August 22, 1996, as
amended on January 24, 1997.
Item 3. - Defaults Upon Senior Securities
None
Item 4. - Submission of Matters to a Vote of Securities Holders
None
Item 5. - Other Information
None
Item 6. - Exhibits and Reports on Form 8-K
a. Exhibits
* 10.16 Product Research and Development Agreement between the
Company and Sumitomo Pharmaceuticals Co., Ltd., dated
as of June 29, 1994.
* 10.20 International Distributor Agreement between the Company and
Amersham K.K., dated as of April 8, 1993.
27.1 Financial Data Schedule
b. Forms 8-K
The Company filed a Report on Form 8-K, dated January 23, 1997,
reporting the approval of an amendment to the Rights Agreement to
increase the ownership threshold required to trigger the Rights
Agreement from 15% to 20%.
------------------
* Refiled herewith in unredacted form following expiration of the period
for which confidential treatment had been granted by the Securities and
Exchange Commission.
12
SIGNATURE
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.
/s/ Kurt E. Amundson May 14, 1997
- ------------------------------------- ------------
Kurt E. Amundson
Vice President and Chief Financial Officer
(duly authorized and principal financial and
principal accounting officer)
13