-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ow6HyTxwE+eajihkJscvsaFde858dq5y/0/SJSI1is1ysVNvHXOXjAxLaP37Qd7D 1as874RF69JgE5sfZCK4rg== 0001035704-01-500250.txt : 20010720 0001035704-01-500250.hdr.sgml : 20010720 ACCESSION NUMBER: 0001035704-01-500250 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLANETCAD INC CENTRAL INDEX KEY: 0000852437 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 841035353 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: SEC FILE NUMBER: 000-28842 FILM NUMBER: 1684822 BUSINESS ADDRESS: STREET 1: 2425 55TH STREET STREET 2: STE 100 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034490649 MAIL ADDRESS: STREET 1: 2425 55TH STREET STREET 2: STE 100 CITY: BOULDER STATE: CO ZIP: 80301 FORMER COMPANY: FORMER CONFORMED NAME: SPATIAL TECHNOLOGY INC DATE OF NAME CHANGE: 19960708 10QSB/A 1 d89195ae10qsba.txt AMENDMENT NO. 1 TO FORM 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the transition period from ___________ to ___________ Commission file number 0-288-42 PLANETCAD INC. (Exact Name of Small Business Issuer as Specified in Its Charter) DELAWARE 84-1035353 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 2520 55TH STREET, SUITE 200, BOULDER, COLORADO 80301 (Address of Principal Executive Offices) (Zip Code)
(303) 209-9100 ------------------------------------------------ (Issuer's telephone number, including area code) Not Applicable --------------------------------------------------------------- (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Check whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the prior 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 12, 2001, there were outstanding 12,409,480 shares of the issuer's Common Stock (par value $0.01 per share). Transitional Small Business Disclosure Format (Check one): Yes No X . --- --- 2 PLANETCAD INC. INDEX
PAGE ---- PART I FINANCIAL INFORMATION Introductory Statement ................................................. 1 Item 1 Financial Statements Unaudited Condensed Consolidated Balance Sheets, March 31, 2001 and December 31, 2000 ................................................ 2 Unaudited Condensed Consolidated Statements of Operations, three months ended March 31, 2001 and 2000 ........................................ 3 Unaudited Condensed Consolidated Statements of Cash Flows, three months ended March 31, 2001 and 2000 ................................. 4 Notes to Unaudited Condensed Consolidated Financial Statements ......... 5 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations ........................................................ 8 Signatures ....................................................................... 9
i 3 INTRODUCTORY NOTE The purpose of this Form 10-QSB/A is to restate the quarterly financial statements and management's discussion and analysis of financial condition and results of operations for the three months ended March 31, 2001 for PlanetCAD Inc. ("PlanetCAD" or the "Company"). The Company issued a press release on July 19, 2001, which it filed as an exhibit to a Form 8-K dated the same date, relating to its intention to restate its financial statements. The principal effects of these changes on the accompanying financial statements are presented in Note F to the Company's financial statements. In addition, subsequent information regarding the sale of our component software division to Dassault Systemes Corp. or its assignee has been reflected in Note E to the Company's financial statements. For purposes of this Form 10-QSB/A, and in accordance with Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, the Company has amended and restated in its entirety each item of the Company's Form 10-QSB for the quarterly period ended March 31, 2001 that has been affected by the restatement. This Form 10-QSB/A does not reflect all events occurring after the filing of the original Form 10-QSB, or modify or update those disclosures in any way, except as required to reflect the effects of this restatement and except as otherwise expressly stated. This Quarterly Report on Form 10-QSB/A contains a number of forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) that reflect our current views with respect to future events and financial performance. We use words such as "estimates," "projects," "believes," "anticipates," "intends," "expects," "future," and similar expressions to identify forward-looking statements. Such statements are based on currently available information and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. You are cautioned not to place reliance on these forward-looking statements, which speak only as of the date of the originally filed Form 10-QSB unless otherwise expressly provided in this Form 10-QSB/A. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date thereof or hereof or to reflect the occurrence of unanticipated events. 1 4 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. PLANETCAD INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
MARCH 31, DECEMBER 31, ASSETS 2001 2000 --------- ------------ (UNAUDITED) (AS RESTATED, SEE NOTE F) Current assets: Cash and cash equivalents ........................................ $ 13,963 $ 18,310 Accounts receivable, net of allowance of $493 and $400 in 2001 and 2000, respectively ........................................... 797 1,276 Prepaid expenses and other ....................................... 368 672 -------- -------- Total current assets ......................................... 15,128 20,258 Equipment, net ........................................................ 1,366 1,433 Purchased computer software and other intangibles, net ................ 821 795 Other assets .......................................................... 174 211 -------- -------- Total assets ...................................................... $ 17,489 $ 22,697 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable ................................................. $ 1,016 $ 2,474 Accrued expenses ................................................. 946 2,255 Deferred revenue ................................................. 697 637 -------- -------- Total current liabilities .................................... 2,659 5,366 -------- -------- Stockholders' equity: Common stock, $.01 par value; 22,500,000 shares authorized; 12,409,480 and 12,402,238 shares issued and outstanding in 2001 and 2000, respectively .................................. 124 124 Additional paid-in capital ....................................... 35,994 35,988 Accumulated deficit .............................................. (21,288) (18,781) -------- -------- Total stockholders' equity ................................... 14,830 17,331 -------- -------- Total liabilities and stockholders' equity ............................ $ 17,489 $ 22,697 ======== ========
See accompanying notes to unaudited condensed consolidated financial statements. 2 5 PLANETCAD INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)
THREE MONTHS ENDED MARCH 31, ------------------------- 2001 2000 -------- -------- (AS RESTATED, SEE NOTE F) Revenue: License fees .................................. $ 123 $ 97 Services ...................................... 214 56 -------- -------- Total revenue ............................. 337 153 -------- -------- Cost of revenue: License fees .................................. 176 8 Services ...................................... 273 21 -------- -------- Total cost of revenue ..................... 449 29 -------- -------- Gross profit (loss) ................................ (112) 124 -------- -------- Operating expenses: Sales and marketing ........................... 545 323 Research and development ...................... 1,410 792 General and administrative .................... 1,128 410 -------- -------- Total operating expenses .................. 3,083 1,525 -------- -------- Loss from operations ...................... (3,195) (1,401) -------- -------- Interest income .................................... 241 -- -------- -------- Loss from continuing operations ........... (2,954) (1,401) Income (loss) from discontinued operations, net of tax ........................................... 447 (53) -------- -------- Net loss .................................. $ (2,507) $ (1,454) ======== ======== Earnings (loss) per common share, basic and diluted: Continuing operations .......................... $ (0.24) $ (0.13) Discontinued operations ........................ $ 0.04 $ (0.01) -------- -------- Net loss per share ..................... $ (0.20) $ (0.14) ======== ======== Weighted average shares outstanding ............ 12,406 10,344
See accompanying notes to unaudited condensed consolidated financial statements. 3 6 PLANETCAD INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
THREE MONTHS ENDED MARCH 31, ------------------------- 2001 2000 -------- -------- (AS RESTATED, SEE NOTE F) Cash flows from operating activities: Net loss .......................................... $ (2,507) $ (1,454) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization ................... 239 220 Bad debt reserve ................................ 93 -- Changes in operating assets and liabilities, excluding effects of business combinations: Accounts receivable ........................... 386 (970) Prepaid expenses and other .................... 341 (8) Accounts payable .............................. (1,458) (326) Accrued expenses .............................. (1,309) 262 Deferred revenue .............................. 60 513 -------- -------- Net cash used by operating activities ....... (4,155) (1,763) -------- -------- Cash flows from investing activities: Additions to equipment ............................ (93) (346) Additions to purchased computer software .......... (105) -- -------- -------- Net cash used by investing activities ....... (198) (346) -------- -------- Cash flows from financing activities: Principal payments on debt ........................ -- -- Proceeds from issuance of common stock, net ....... 6 6,939 -------- -------- Net cash provided by financing activities ... 6 6,939 -------- -------- Foreign currency translation adjustment affecting cash -- (4) -------- -------- Net increase (decrease) in cash and cash equivalents ............................... (4,347) 4,826 Cash and cash equivalents at beginning of period ..... 18,310 1,324 -------- -------- Cash and cash equivalents at end of period ........... $ 13,963 $ 6,150 ======== ======== Cash paid for income taxes ........................ $ 70 $ 43 ======== ========
See accompanying notes to unaudited condensed consolidated financial statements. 4 7 PLANETCAD INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2001 A. FINANCIAL STATEMENT PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001. The unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2000. In November 2000, the Company's stockholders approved plans to sell the assets of its component software division to Dassault Systemes Corp. or its assignee in a cash transaction for $25.0 million, subject to certain price adjustments. The Company completed the sale to Dassault on November 14, 2000. The results of operations of the component software division have been reclassified as discontinued operations and, accordingly, prior periods have been restated. B. EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed based on the weighted average number of common shares outstanding plus the dilutive effect of potential securities. For the three-month periods ended March 31, 2001 and 2000, diluted loss per share is the same as basic loss per share, as the effect of potential dilutive securities, consisting of common stock options, is antidilutive. For the three-month periods ended March 31, 2001 and 2000, the number of potential dilutive securities excluded from the computation of the diluted weighted average number of common shares outstanding was 2,561,522 and 1,887,036, respectively, consisting primarily of common stock options. C. ACCOUNTING PRONOUNCEMENTS Effective January 1, 2001, the Company adopted SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137 and SFAS No. 138, which establishes accounting and reporting standards for derivative instruments, including foreign exchange forward contracts. During the three-month period ended March 31, 2001, the Company did not enter into foreign exchange forward contracts to hedge operational or balance sheet exposures from changes in foreign currency exchange rates, and the Company did not enter into any derivative transactions for speculative purposes. D. ACQUISITION In July 2000, the Company acquired certain assets and liabilities of Prescient Technologies, Inc. ("Prescient") for a total consideration of approximately $1.3 million, including $100,000 cash and between 300,000 and 350,000 shares of the Company's common stock, depending on the achievement of certain performance objectives. The acquisition was accounted for using the purchase method and, accordingly, results of operations of Prescient have been included in the Company's financial statements from the date of acquisition. The purchase price was allocated to the assets and liabilities acquired based on their estimated fair values including $298,000 of accounts receivable, $209,000 in furniture and equipment, $174,000 in other assets, and the assumption of $493,000 in liabilities. In addition, the Company allocated $773,000 of the purchase price to software costs and other intangible assets and $332,000 to in-process research and development projects. The software costs and other intangible assets will be amortized over 3 years. The Company charged the in-process research and development to operations as of the date of acquisition as such technology had not reached technological feasibility and had no probable alternative future use by the Company. 5 8 E. DISCONTINUED OPERATIONS On March 31, 2000, the Company had two operating divisions, the PlanetCAD division and the component software division. The component software division, which the Company sold to Dassault on November 14, 2000, develops, markets and supports 3D component software products for the Company's traditional OEM software market segment and for the Company's PlanetCAD division. The PlanetCAD division develops, markets, sells and supports enterprise wide solutions and products directly to end-users. With the acquisition of Prescient, the Company's PlanetCAD division expanded its product and service offerings with the addition of data analysis products and services. As the Company has consummated the sale of the component software division to Dassault, the results of operations of the Company's component software division for the three months ended March 31, 2000 have been presented as discontinued operations in the Company's financial statements. The transaction resulted in a gain of approximately $17.4 million, net of tax. Included in this amount is management's estimate of the amount of expected future losses during the phase-out period. An additional $1.0 million has been placed in escrow by Dassault and will be paid to the Company on the first anniversary of the sale provided certain deliverables and general representations and warranties are satisfied. On June 19, 2001, Dassault notified the Company of certain claims for indemnification related to alleged breaches of the terms of the purchase agreement used in connection with the sale of the component software division. Any amounts to be paid to Dassault related to these claims would first reduce the $1.0 million of purchase price held in escrow. The Company has begun, but has not completed, a thorough analysis of the claims, and therefore, cannot currently predict the ultimate impact, if any, of these matters on the Company's financial condition, results of operations or cash flows. During the three-month period ended March 31, 2001, legal fees and personnel-related expenses that had been previously accrued as part of the phase-out period were adjusted to actual amounts paid, resulting in income from discontinued operations during the period. Summary unaudited operating results of the discontinued operations were as follows:
THREE MONTHS ENDED MARCH 31, -------------------- (IN THOUSANDS) 2001 2000 ------ ------- Revenue............................... -- $ 3,915 Cost of revenue..................... -- 508 ------ ------- Gross profit.......................... -- 3,407 Operating expenses.................. (456) 3,418 ------ ------- Operating income (loss) from discontinued operations............ 456 (11) Other income ....................... -- 59 ------ ------- Income from discontinued operations before income taxes................ 456 48 Income tax expense.................. (9) (101) ------ ------- Income (loss) from discontinued operations.......................... $ 447 $ (53) ====== =======
F. RESTATEMENTS AND RECLASSIFICATIONS The Company has restated the results of the first quarter of fiscal 2001 to reverse $101,000 in royalty revenue that was incorrectly recorded as a result of a misinterpretation of a single customer contract. In addition, the Company reversed $77,000 of maintenance revenue because of accounting errors related to maintenance contracts and reclassified royalty expenses of $35,000 from license revenue to cost of revenue. The Company has restated cost of revenue to record additional royalty expenses of $77,000. The Company has also adjusted cost of revenue and operating expenses to properly reflect health benefits costs of $103,000 and reduce depreciation expense by $75,000, as well as reclassify certain expenses among sales and marketing, research and development and general and administrative expenses. 6 9 In addition, certain balance sheet accounts were adjusted as a result of the restatements to revenue and expenses, as well as to reclassify certain items between cash, prepaid expenses and accrued liabilities. The effects of the restatements and reclassifications are shown in the table below: (In thousands, except per share amounts)
THREE MONTHS ENDED MARCH 31, 2001 ----------------------- (AS (AS PREVIOUSLY RESTATED) REPORTED) Revenue: License fees.............................. $ 189 $ 123 Services.................................. 291 214 -------- -------- Total revenue......................... 480 337 -------- -------- Cost of revenue: License fees.............................. 75 176 Services.................................. 243 273 -------- -------- Total cost of revenue................. 318 449 -------- -------- Gross profit (loss)............................ 162 (112) -------- --------- Operating expenses: Sales and marketing....................... 535 545 Research and development.................. 1,497 1,410 General and administrative................ 1,042 1,128 -------- -------- Total operating expenses.............. 3,074 3,083 -------- -------- Loss from operations.................. (2,912) (3,195) -------- -------- Interest income................................ 241 241 ------- ------- Loss from continuing operations....... (2,671) (2,954) Income from discontinued operations, net of tax 447 447 -------- -------- Net loss.............................. $ (2,224) $ (2,507) ======== ======== Earnings (loss) per common share, basic and diluted: Continuing operations...................... $ (0.22) $ (0.24) Discontinued operations.................... $ 0.04 $ 0.04 -------- -------- Net loss per share................. $ (0.18) $ (0.20) ======== ======== Weighted average shares outstanding........ 12,406 12,406
7 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (AS RESTATED) RESTATEMENT OF THE THREE MONTHS ENDED MARCH 31, 2000 The Company has made restatements and reclassifications affecting the first quarter of 2001. The principal effects of these changes on the accompanying financial statements are presented in Note F to the Company's financial statements. RESULTS OF OPERATIONS In November 2000, the Company's stockholders approved plans to sell the assets of its component software division to Dassault Systemes Corp. or its assignee in a cash transaction for $25.0 million, which sale was consummated on November 14, 2000. In addition, certain cross licensing agreements for component and Internet technologies were executed as part of the transaction. The results of operations of the Company's component software division have been reclassified as discontinued operations. THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2000 REVENUE. For the three-month period ended March 31, 2001, total revenue increased 120% to $337,000 as compared to $153,000 for the same three-month period in 2000. License fees increased 27% to $123,000 in the three-month period ended March 31, 2001, as compared to $97,000 reported for the comparable prior year period. Service revenue increased 282% to $214,000 for the three-month period ended March 31, 2001, as compared to $56,000 reported for the comparable period in 2000. The increase in license fees and service revenues is primarily due to sales of products acquired in the July 2000 Prescient acquisition. COST OF REVENUE. For the three-month period ended March 31, 2001, cost of revenue increased 1,448% to $449,000 from $29,000 reported in the comparable prior year period. The increase in costs is due primarily to minimum royalty payments, costs associated with increased services revenues and increased customer support costs. As a percent of total revenue, cost of revenue increased to 133% for the three months ended March 31, 2001, as compared to 19% for the comparable period in 2000. OPERATING EXPENSES. For the three-month period ended March 31, 2001, total operating expenses increased 102% to $3.1 million from $1.5 million reported in the comparable prior year period. The increased operating expenses resulted primarily from increased staffing and other costs associated with the acquisition of Prescient in July 2000, the development costs of the Company's Enterprise Solution products, and increased marketing programs. Enterprise Solution is the name given to a category of software products and services under development which will be used by major manufacturers and their suppliers to streamline and improve the quality of the product design process. As a percent of total revenue, total operating expenses decreased to 915% for the three months ended March 31, 2001, as compared to 997% for the comparable period in 2000. SALES AND MARKETING EXPENSES. For the three-month period ended March 31, 2001, sales and marketing expense increased 69% to $545,000 from $323,000 reported for the three-month period ended March 31, 2000. Increased sales and marketing expense in the first quarter of 2001 as compared to 2000 resulted from increased marketing efforts for the Company's PrescientQA(TM) product line. For the three-month period ended March 31, 2001, sales and marketing expense decreased as a percent of total revenue to 162% as compared to 211% for the same prior year period. RESEARCH AND DEVELOPMENT EXPENSES. For the three-month period ended March 31, 2001, research and development expense increased 78% to $1.4 million from $792,000 reported in the comparable period in the prior year. The increase in research and development expense resulted from increased costs in support of the Company's development of its Enterprise Solution product line. In addition, research and development expenses for the period included expenses related the development of the Web infrastructure for engineering services, the results of which have been transitioned into the Enterprise Solution product line. As a percent of total revenue, research and development expense decreased to 418% for the three-month period ended March 31, 2001 from 518% for the comparable prior year period. GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses increased 175% to $1.1 million for the three-month period ended March 31, 2001 from $410,000 for the same period in 2000. The increase in general and administrative expenses is primarily due to increased staffing, office space and other infrastructure expenses incurred in support of expanded product lines, increased marketing activities as well as increased product development activities. General and administrative expenses increased as a percent of total revenue to 335% for the three-month period ended March 31, 2001, from 268% for the comparable prior year period. 8 11 DISCONTINUED OPERATIONS. During the three-month period ended March 31, 2001, legal fees and personnel-related expenses that had been previously accrued as part of the phase-out period were adjusted to actual amounts paid, resulting in income from discontinued operations during the period. On June 19, 2001, Dassault notified the Company of certain claims for indemnification related to alleged breaches of the terms of the purchase agreement used in connection with the sale of the component software division. Any amounts to be paid to Dassault related to these claims would first reduce the $1.0 million of purchase price held in escrow. The Company has begun, but has not completed, a thorough analysis of the claims, and therefore, cannot currently predict the ultimate impact, if any, of these matters on the Company's financial condition, results of operations or cash flows. FLUCTUATIONS IN QUARTERLY RESULTS The Company has experienced in the past and expects to continue to experience in the future significant fluctuations in quarterly operating results due to a number of factors that are difficult to forecast, including, among others, the volume of orders received within a quarter, demand for the Company's products, the product mix purchased by the Company's customers, competing capital budget considerations of the Company's customers, introduction and enhancement of products by the Company and its competitors, market acceptance of new products, reviews in the industry press concerning the products of the Company or its competitors, changes or anticipated changes in pricing by the Company or its competitors and general economic conditions. Due to the foregoing factors, it is possible that the Company's operating results for some future quarters may fall below the expectations of securities analysts and investors. LIQUIDITY AND CAPITAL RESOURCES As of March 31, 2001, the Company had $14.0 million in cash and cash equivalents. Cash and cash equivalents decreased $4.3 million for the three months ended March 31, 2001. The decrease in cash is primarily due to the net loss of $2.5 million, payment of accounts payable and accrued expenses of $2.7 million, and purchase of $198,000 of fixed assets. These amounts were offset by cash inflows from a net decrease in accounts receivable of $386,000 and non-cash expenses of depreciation and bad debt of $332,000. SIGNATURES In accordance with the requirements of the Securities and Exchange Act of 1934, the issuer has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PLANETCAD INC. Date: July 19, 2001 By: /s/ JIM BRACKING ------------------------------ Name: Jim Bracking Title: President, Chief Executive Officer and Director Date: July 19, 2001 By: /s/ JOY GODESIABOIS SULLINS ------------------------------ Name: Joy Godesiabois Sullins Title: Chief Financial Officer (Principal Accounting and Financial Officer) 9 -----END PRIVACY-ENHANCED MESSAGE-----