================================================================================ 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, 2001 or [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from ____________ to _______________ Commission File Number 0-28414 _______________ UROLOGIX, INC. (Exact name of registrant as specified in its charter) Minnesota 41-1697237 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 14405 21st Avenue North, Minneapolis, MN 55447 (Address of principal executive offices) Registrant's telephone number, including area code: (763) 475-1400 _______________ 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 May 1, 2001 the Company had outstanding 13,167,228 shares of common stock, $.01 par value. ================================================================================ PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Urologix, Inc. Condensed Balance Sheets (In thousands except per share data) March 31, 2001 June 30, 2000 - ------------------------------------------------------------------------------------------------- Assets (unaudited) (*) Current assets: Cash and cash equivalents $ 14 $ 459 Available-for-sale securities 12,552 23,139 Accounts receivable, net 2,482 1,027 Inventories, net 2,333 1,454 Prepaids and other current assets 338 238 - ------------------------------------------------------------------------------------------------- Total current assets 17,719 26,317 - ------------------------------------------------------------------------------------------------- Property and equipment: Machinery, equipment and furniture 6,842 5,259 Less - accumulated depreciation (4,042) (3,580) - ------------------------------------------------------------------------------------------------- Property and equipment, net 2,800 1,679 Deposits and other assets 3,049 3,960 Goodwill and other intangible assets, net 20,615 - - ------------------------------------------------------------------------------------------------- $ 44,183 $ 31,956 ================================================================================================= Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 1,137 $ 1,084 Accrued liabilities 1,750 1,488 Current portion of long-term lease obligation 399 - Deferred income 2,292 614 - ------------------------------------------------------------------------------------------------- Total current liabilities 5,578 3,186 - ------------------------------------------------------------------------------------------------- Long-term liabilities: Long term debt 575 - Long-term lease obligation 977 - - ------------------------------------------------------------------------------------------------- Total long-term liabilities 1,552 - - ------------------------------------------------------------------------------------------------- COMMITMENTS AND CONTINGENCIES (Notes 2 and 8) Shareholders' equity Common stock, $.01 par value, 25,000 shares authorized; 13,155 and 11,608 shares issued and outstanding 132 116 Additional paid-in capital 104,088 91,583 Accumulated deficit (67,175) (62,894) Accumulated other comprehensive income (loss) 8 (35) - ------------------------------------------------------------------------------------------------- Total shareholders' equity 37,053 28,770 - ------------------------------------------------------------------------------------------------- $ 44,183 $ 31,956 ================================================================================================= * The Balance Sheet at June 30, 2000 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying notes to financial statements are an integral part of these statements. 1 Urologix, Inc. Condensed Statements of Operations (In thousands, except per share data) (Unaudited) Three Months Ended March 31, Nine Months Ended March 31, ----------------------------- ---------------------------- 2001 2000 2001 2000 - ------------------------------------------------------------------------------------------------------------ Sales $ 4,509 $ 2,327 $ 9,646 $ 6,158 Cost of goods sold 1,715 1,213 3,758 3,478 - ------------------------------------------------------------------------------------------------------------ Gross profit 2,794 1,114 5,888 2,680 - ------------------------------------------------------------------------------------------------------------ Costs and expenses: Selling, general and administrative 2,852 2,315 7,733 6,465 Research and development 936 789 2,390 2,781 Amortization of goodwill and other intangible assets 359 - 717 - - ------------------------------------------------------------------------------------------------------------ Total costs and expenses 4,147 3,104 10,840 9,246 - ------------------------------------------------------------------------------------------------------------ Operating loss (1,353) (1,990) (4,952) (6,566) Interest income, net 139 367 671 1,099 - ------------------------------------------------------------------------------------------------------------ Net loss $(1,214) $(1,623) $(4,281) $(5,467) ============================================================================================================ ============================================================================================================ Basic and diluted net loss per common share $ (0.09) $ (0.14) $ (0.34) $ (0.48) ============================================================================================================ Basic and diluted weighted average number of common shares outstanding 13,091 11,526 12,577 11,494 ============================= ============================ The accompanying notes to financial statements are an integral part of these statements. 2 Urologix, Inc. Condensed Statements of Cash Flows (In thousands) (Unaudited) Nine Months Ended March 31, ------------------------------ 2001 2000 - ------------------------------------------------------------------------------------------------------ Operating Activities: Net loss ($4,281) ($5,467) Adjustments to reconcile net loss to net cash used for operating activities - Depreciation and amortization 1,341 1,203 Change in operating items, net of effects of acquisition: Accounts receivable (399) (148) Inventories (30) 1,874 Prepaids and other current assets 1,663 341 Accounts payable and accrued liabilities (1,361) (937) - ------------------------------------------------------------------------------------------------------ Net cash used for operating activities (3,067) (3,134) - ------------------------------------------------------------------------------------------------------ Investing Activities: Purchases of property and equipment, net (868) (559) Proceeds from sale of available-for-sale securities, net 10,630 3,126 Cash paid for acquisition, net of cash acquired (7,578) - - ------------------------------------------------------------------------------------------------------ Net cash provided by investing activities 2,184 2,567 - ------------------------------------------------------------------------------------------------------ Financing Activities: Payments of long-term debt (171) - Proceeds from exercise of stock options 609 283 - ------------------------------------------------------------------------------------------------------ Net cash provided by financing activities 438 283 - ------------------------------------------------------------------------------------------------------ Net decrease in Cash and Cash Equivalents (445) (284) Cash and Cash Equivalents: Beginning of period 459 658 - ------------------------------------------------------------------------------------------------------ End of Period $ 14 $ 374 ====================================================================================================== The accompanying notes to financial statements are an integral part of these statements. 3 Urologix, Inc. Notes to Condensed Financial Statements March 31, 2001 (Unaudited) 1. Basis of presentation The accompanying unaudited condensed financial statements of Urologix, Inc. (the "Company" or "Urologix") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. The balance sheet as of March 31, 2001, the statements of operations for the three and nine months ended March 31, 2001 and 2000, and the statements of cash flows for the nine months ended March 31, 2001 and 2000, are unaudited but include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial position at such dates and the operating results and cash flows for those periods. Certain information normally included in financial statements and related footnotes prepared in accordance with generally accepted accounting principles has been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The accompanying financial statements should be read in conjunction with the financial statements and notes included in Urologix' annual report on Form 10-K for the year ended June 30, 2000, filed with the Securities and Exchange Commission. Results for any interim period shown in this report are not necessarily indicative of results to be expected for any other interim period or for the entire year. 2. Acquisition of certain assets from EDAP On October 1, 2000, Urologix purchased the Transurethral Microwave Thermotherapy (TUMT(R)) product line and related patents and technologies from EDAP TMS S.A., a French corporation, EDAP Technomed Medical Systems S.A., a French corporation and EDAP Technomed Inc., a Delaware corporation (collectively "EDAP"). Urologix paid total consideration of $7,988,000 in cash, issued 1,365,000 shares of common stock and a five-year warrant to purchase 327,466 shares of Urologix common stock at a price of $7.725 per share. Urologix also agreed to assume approximately $1.5 million in lease obligations related to equipment located at customer sites and issued a promissory note to pay EDAP $575,000 plus accrued interest on December 30, 2003. The Company's acquisition of the TUMT product line and related patents and technologies was accounted for using the purchase method. The purchase price was allocated to the acquired assets and assumed liabilities based on the determination of the fair value of the assets purchased and liabilities assumed. Amounts assigned to intangible assets include $7.5 million for developed technologies, which will be amortized over 15 years, $2.3 million for purchased customer base, which will be amortized over 14 years, and $1.2 million for trademarks, which will be amortized over 15 years. The purchase price and related acquisition costs exceeded the preliminary values assigned to the net assets by approximately $10.2 million, which was allocated to goodwill and will be amortized over 15 years. The financial statements include the preliminary allocation of purchase price, pending final determination of certain acquired balances that are subject to adjustment when additional information concerning valuations is finalized. 4 Urologix, Inc. Notes to Condensed Financial Statements March 31, 2001 (Unaudited) The acquisition was accounted for using the purchase method. Accordingly the statements of operations do not include the operating results of the acquisition prior to October 1, 2000. The following unaudited pro forma condensed results of operations for the periods ended March 31, 2001 and 2000 have been prepared as if the transaction occurred on July 1, 2000 and 1999, respectively, (in thousands, except per share data): Nine Months Ended March 31, 2001 2000 - -------------------------------------------------------- Revenues $12,408 $ 11,244 Operating loss (7,084) (10,047) Net loss (6,701) (9,421) Net loss per share ($0.51) ($0.73) These unaudited proforma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which would have actually resulted had the combinations been in effect on July 1, 2000, or 1999, or of future results of operations. 3. Supplemental cash-flow information Selected cash payments and non-cash activities were as follows (in thousands): Nine Months Ended March 31, 2001 2000 - ------------------------------------------------------------------------------- Cash paid for interest $ 169 $ 1 Non-cash investing activities: Equity capital issued for acquisition 11,911 - Details of acquisition: Fair value of assets acquired 25,376 - Liabilities assumed (4,902) - Issuance of Debt (575) - Stock issued (11,911) - - ------------------------------------------------------------------------------- Cash paid 7,988 - Less cash acquired (410) - - ------------------------------------------------------------------------------- Net cash paid for acquisition $ 7,578 $ - =============================================================================== 4. Basic and diluted net loss per share Basic and diluted net loss per common share was computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. The impact of common stock equivalents has been excluded from the computation of weighted average common shares outstanding, as the effect would be antidilutive. 5 Urologix, Inc. Notes to Condensed Financial Statements March 31, 2001 (Unaudited) 5. Revenue recognition Revenue from product sales is recognized at the time of shipment, net of estimated returns, which are also provided for at the time of shipment. Deferred revenue for warranty service contracts is recognized over the contract period. Revenue from equipment rental through the Company's per procedure fee program is recognized at the time of equipment use. 6. Inventories Inventories consisted of the following as of (in thousands): March 31, 2001 June 30, 2000 - ------------------------------------------------------------------------------- Raw materials $ 808 $ 444 Work in process 246 210 Finished goods 1,279 800 - ------------------------------------------------------------------------------- $ 2,333 $ 1,454 =============================================================================== 7. Deferred Income Deferred income consisted of the following as of (in thousands): March 31, 2001 June 30, 2000 - ------------------------------------------------------------------------------- Deferred royalty income $ 1,860 $ - Other deferred income 432 614 - ------------------------------------------------------------------------------- $ 2,292 $ 614 =============================================================================== Deferred royalty income consists of a pre-paid non-exclusive license EDAP previously granted to a third party for the use of technologies acquired by the Company through the acquisition of EDAP's TUMT product line. Deferred royalty income will be recognized based on sales in future years of products incorporating the licensed technologies. Deferred royalty income is recognized as the greater of amounts due based on actual sales or based on amortization of the license fee over the remaining license period. Other deferred income relates to prepayments made to the Company under an international distribution agreement and on warranty service contracts. Deferred revenue for the international distribution agreement and the warranty service contracts is recognized over the contract period. 6 Urologix, Inc. Notes to Condensed Financial Statements March 31, 2001 (Unaudited) 8. Long-Term Debt Long-term debt consisted of the following as of (in thousands): March 31, 2001 June 30, 2000 - ----------------------------------------------------------------------------- Term debt $ 575 $ - Long-term lease obligation 1,376 - -------------------------------------- Less current portion (399) - - ----------------------------------------------------------------------------- Total long-term debt $ 1,552 $ - ============================================================================= The long-term lease obligation was acquired by the Company through the acquisition of EDAP's TUMT product line and will be repaid in monthly installments through January, 2004. The term debt is a $575,000 promissory note that was issued to EDAP at the time of the acquisition and accrues interest at an annual rate of 6.31%. Both the principal and accrued interest are due on December 30, 2003. 9. Comprehensive Loss Comprehensive loss includes all changes in equity during a period except those resulting from investments by and distributions to shareholders. For the Company, comprehensive loss represents net loss adjusted for unrealized gains (losses) on available-for-sale securities. (In thousands) Nine Months ended March 31, 2001 2000 - ------------------------------------------------------------------------------- Net loss $(4,281) $(5,467) Change in net unrealized gains (losses) on available-for-sale securities 43 (29) - ------------------------------------------------------------------------------- Comprehensive loss $(4,238) $(5,496) =============================================================================== 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion and analysis of Urologix' financial condition and results of operations for the three and nine months ended March 31, 2001 and 2000. This section should be read in conjunction with the condensed financial statements and related notes in Item 1 of this report and Urologix' Annual Report on Form 10-K for the year ended June 30, 2000, which has been filed with the Securities and Exchange Commission. Cautionary Statement Regarding Forward-Looking Statements This Management's Discussion and Analysis of Financial Condition and Results of Operations contains, in addition to historical information, forward- looking statements that are based on the Company's current expectations, beliefs, intentions or future strategies. These statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements, including the extent to which the physicians performing microwave thermotherapy procedures are able to obtain third-party reimbursement, changes in the reimbursement environment, market acceptance and the rate of adoption of microwave thermotherapy for the treatment of BPH by the medical community, the ability of the Company's key suppliers to provide product, the ability to integrate the recently acquired Prostatron product line into the Company's operations, the impact of competitive treatments, products and pricing, and the effectiveness of the Company's sales and marketing organization. The Company does not undertake responsibility to update such forward-looking statements to reflect events that arise after the date of this report. A detailed discussion of risks and uncertainties may be found in the Company's Annual Report on Form 10-K for the year ended June 30, 2000. OVERVIEW Urologix, Inc., based in Minneapolis, develops, manufactures and markets minimally invasive medical products for the treatment of urological disorders. The Company has developed and offers non-surgical, anesthesia-free, catheter-based therapies that use a proprietary cooled microwave technology for the treatment of benign prostatic hyperplasia (BPH), a disease that dramatically affects more than 23 million men worldwide by causing adverse changes in urinary voiding patterns. Urologix markets its products under the Targis(TM) and Prostatron(R) names. Both systems utilize Cooled ThermoTherapy(TM), a targeted microwave energy combined with a unique cooling mechanism that protects healthy tissue and enhances patient comfort while providing safe, effective, lasting relief from the symptoms of BPH. Cooled ThermoTherapy can be performed without anesthesia or intravenous sedation and, as a result, can be performed in a physician's office or an outpatient clinic. The Company believes Cooled ThermoTherapy provides an efficacious, safe and cost effective solution for BPH that provides results superior to medication without the complications and side effects inherent in surgical procedures, and as such, is well positioned to address the needs of physicians, patients and payors. The Company believes that third-party reimbursement will be essential to acceptance of the Cooled ThermoTherapy procedure, and that clinical efficacy, overall cost effectiveness and physician advocacy will be keys to obtaining such reimbursement. The Company estimates that 60% to 80% of patients who receive treatment in the United States will be eligible for Medicare coverage. The remaining patients will either be covered by private insurers, including traditional indemnity health insurers and managed care organizations, or be private-paying patients. As a result, Medicare reimbursement is particularly critical for widespread market acceptance in the United States. 8 The rate of Medicare reimbursement for Cooled ThermoTherapy is dependent on the site of service. Through July 31, 2000, Medicare had reimbursed hospitals on a reasonable cost basis for each Cooled ThermoTherapy procedure performed. Under the reasonable cost basis of reimbursement, Medicare reimbursed all reasonable costs the hospital incurred in conducting the procedures. Beginning August 1, 2000, the United States Health Care Finance Administration ("HCFA"), which administers Medicare, replaced the reasonable cost basis of reimbursement for outpatient hospital-based procedures with a new fixed rate or "prospective payment system". Under this new method of reimbursement, a hospital receives a fixed reimbursement for each procedure performed in its facility. Medicare began to reimburse for Cooled ThermoTherapy procedures performed in a physician's office on a fixed rate basis on January 1, 2001. The change was a significant milestone for the Company, as it marked the first time patients were covered directly by Medicare for in-office procedures. The Company believes that this change in reimbursement allows Cooled ThermoTherapy treatments to be preformed in the environment the technology was designed to service and will lead to increased demand for the Company's products. With the recent changes in reimbursement rates and site of care for which Medicare will reimburse procedures, Urologix is in a period of transition. The Company will continue to support the hospital-based business while making the preparations necessary to service and accelerate the volume of business in urologists' offices. The Company's strategy will continue to focus on generating physician access to and awareness of Cooled ThermoTherapy while creating patient demand by providing education on the benefits of the treatment. The Company will continue to market its products through a direct sales force in the United States and utilize a network of distributors internationally. RESULTS OF OPERATIONS Sales increased to $4.5 million and $9.6 million for the three and nine- month periods ended March 31, 2001, from $2.3 million and $6.2 million during the same periods in the prior fiscal year. Domestic sales for the three and nine months ended March 31, 2001, increased 72% and 42% respectively from the same period in the prior fiscal year. The growth in sales is the result of a significant increase in demand resulting from the reimbursement change that allowed physicians to perform Cooled ThermoTherapy in their office and increased volume generated by the acquisition of the TUMT product line from EDAP. As a result, revenue generated from the sales of disposable catheters increased 85% and 65% from the three and nine months ended March 31, 2000. The Company is continuing to use "per procedure" rental programs to generate rapid acceptance and adoption of Cooled ThermoTherapy. The per procedure rental program is designed to provide easy access to Cooled ThermoTherapy for a period up to 90 days without having a large capital commitment. At the end of the trial period, the physician or hospital has the option to purchase the unit, extend the trial or transition to a mobile service provider. To date, the majority of control units sold by the Company have been per procedure rental program units that were converted to sales at the completion of the trial period. International sales for the three and nine months ended March 31, 2001 increased 1,129% and 616% respectively from the same periods a year ago. The sales increases in both periods were primarily attributable to sales of Prostatron products, both disposable procedure kits and equipment, acquired from EDAP. 9 Cost of goods sold increased to $1.7 million and $3.8 million for the three and nine-month periods ended March 31, 2001, from $1.2 million and $3.5 million during the same periods in the prior fiscal year. This increase resulted from higher sales volume. Gross profit as a percentage of sales for the three-month period ended March 31, 2001 increased to 62% from 48% in the same period of fiscal year 2000. For the nine-month period ended March 31, 2001, gross profit as a percentage of sales increased to 61% from 44% during the same period of the prior fiscal year. The increase in both periods is primarily attributable to continuing manufacturing process improvements, increased production volumes, decreased raw-material costs, and the elimination of royalties previously paid to EDAP. Selling, general and administrative expenses increased to $2.9 million and $7.7 million from $2.3 million and $6.5 million for the three and nine-month periods ended March 31, 2001, and 2000, respectively. The increased expenses are primarily attributable to the expansion of the Company's direct sales force, investments in customer training, advertising, and expenditures related to the integration of the acquired Prostatron products. The Company expects sales and marketing expenses to continue to increase as the Company intensifies its efforts to generate awareness and acceptance of Cooled ThermoTherapy. Research and development expenses include expenditures for product development, regulatory compliance and clinical studies. Research and development expenses increased to $936,000 from $789,000 for the three-month periods ended March 31, 2001 and 2000, respectively. The increase in quarterly expenses resulted primarily from increased expenditures on product development activities. Research and development expenses for the nine-month period ended March 31, 2001 decreased to $2.4 million from $2.8 million during the same period of the prior fiscal year. The decrease in research and development expenses in the nine-months ended March 31, 2001 has resulted from reduced clinical study expenses and reductions in staffing due to more focused product development investments. The Company expects research and development expenses to increase sequentially from current spending levels. Amortization of goodwill and other intangible assets was $359,000 and $717,000 for the three and nine-month periods ended March 31, 2001. The amortization of goodwill and other intangible assets is a result of the purchase of the Prostatron product line from EDAP in October 2000. Net interest income decreased to $139,000 and $671,000 for the three and nine-month periods ended March 31, 2001 from $367,000 and $1.1 million during the same periods of the prior fiscal year. The decrease is primarily attributable to lower interest income due to lower cash and investment balances as well as higher interest expenses resulting from the debt assumed in the product line acquisition from EDAP. LIQUIDITY AND CAPITAL RESOURCES The Company has financed its operations since inception through sales of equity securities and, to a lesser extent, sales of product. As of March 31, 2001, the Company had total cash, cash equivalents and available-for-sale securities of $12.6 million and working capital of $12.1 million. During the nine months ended March 31, 2001, the Company used $3.1 million in operating activities, primarily as a result of the Company's net loss. The Company generated $2.2 million in investing activities, which consisted of the sale of $10.6 million of available-for-sale securities offset by a $7.6 million investment in the acquisition of the Prostatron product line from EDAP and a $868,000 investment in property, plant, and equipment. The Company generated $438,000 through financing activities that consisted of $609,000 from the exercise of stock options offset by $171,000 of payments of long-term debt. The Company is financing its fiscal 2001 operating and investing activities primarily through funds received in a November 1997 secondary offering that raised net proceeds of $31.5 million. 10 The Company expects to continue to incur additional losses at least through fiscal 2001, and will use its working capital as it incurs substantial expenses related to marketing and research and development activities. In addition, the Company will continue to rent control units to customers on a per procedure basis. Depending on the growth of this program, the Company may use substantial capital to finance the units rented by customers. On October 1, 2000, the Company paid $7,988,000 in cash to EDAP TMS S.A. ("EDAP") in connection with the acquisition of EDAP's TUMT product line, related patents and technologies. This acquisition was funded through existing cash balances and the issuance of common stock and warrants to purchase common stock. As part of the acquisition, Urologix agreed to assume approximately $1.5 million dollars in lease obligations related to control units located at customer sites within the U.S. This obligation will be paid over 40 months in monthly installments of $53,643. Additionally, Urologix issued a promissory note to pay EDAP $575,000 plus interest on December 30, 2003. The Company believes that existing cash, cash equivalents and available-for-sale securities will be sufficient to fund its operations for at least the next 12 months. However, there can be no assurance that the Company will not require additional financing in the future or that any additional financing will be available to the Company on satisfactory terms, if at all. ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK The fair value of the Company's investment portfolio at March 31, 2001 approximated carrying value. Increases and decreases in prevailing interest rates generally translate into decreases and increases in the fair value of these instruments. Also, fair values of interest rate sensitive instruments may be affected by the credit worthiness of the issuer, prepayment options, relative values of alternative instruments, the liquidity of the instrument and other general market conditions. Market risk was estimated as the potential decrease in fair value resulting from a hypothetical 10% increase in interest rates for the issues contained in the investment portfolio and was not materially different from the year-end carrying value. 11 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit 3.2 Bylaws of Urologix, Inc. (b) No reports on Form 8-K were filed during the period 12 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. Date May 15, 2001 Urologix, Inc. - -------------- (Registrant) /s/ Michael M. Selzer, Jr. - -------------------------- Michael M. Selzer, Jr. President and Chief Executive Officer (Duly Authorized Officer) /s/ Christopher R. Geyen - ------------------------ Christopher R. Geyen Vice President and Chief Financial Officer (Principal Financial Officer) 13