FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999
COMMISSION FILE NUMBER 0-5664
ROYAL GOLD, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 84-0835164
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
SUITE 1000
1660 WYNKOOP STREET
DENVER, COLORADO 80202-1132
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(303) 573-1660
----------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Not Applicable
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(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED
SINCE LAST REPORT)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been
subject to such filing requirements for the past 90 days.
YES X NO
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
OUTSTANDING AT
CLASS OF COMMON STOCK OCTOBER 9, 1999
--------------------- -----------------
$.01 PAR VALUE 17,565,096 SHARES
ROYAL GOLD, INC.
INDEX
PAGE
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets ................... 3-4
Consolidated Statements of Operations ......... 5
Consolidated Statements of Cash Flows ......... 6-7
Notes to Consolidated Financial
Statements ..................................... 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations ................................... 16
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ................ 18
SIGNATURES .................................................. 19
Cautionary "Safe Harbor" Statement Under the Private Securities Litigation
Reform Act of 1995. With the exception of historical matters, the matters
discussed in this report are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from
projections or estimates contained herein. Such forward-looking statements
include statements regarding planned levels of exploration and other
expenditures, anticipated mine lives, timing of production and schedules for
development. Factors that could cause actual results to differ materially
include, among others, decisions and activities of Cortez regarding the
Pipeline and South Pipeline deposits, unanticipated grade, geological,
metallurgical, processing or other problems, conclusions of feasibility
studies, changes in project parameters as plans continue to be refined, the
timing of receipt of governmental permits, the failure of plant, equipment or
processes to operate in accordance with specifications or expectations, results
of current exploration activities, accidents, delays in start-up dates,
environmental costs and risks, changes in gold prices, as well as other
factors. Most of these factors are beyond the Company's ability to predict or
control. The Company disclaims any obligation to update any forward-looking
statement made herein. Readers are cautioned not to put undue reliance on
forward-looking statements.
ROYAL GOLD, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
September 30, June 30,
1999 1999
----------- -----------
Current Assets
Cash and equivalents $ 1,171,260 $ 4,670,476
Marketable securities 3,009,574 4,014,418
Trade and other receivables 307,695 570,212
Royalties receivable in gold 1,757,561 64,218
Inventory 0 92,440
Prepaid expenses and other 43,440 34,946
----------- -----------
Total current assets 6,289,530 9,446,710
Property and equipment, at cost
Mineral properties 11,149,605 3,044,135
Furniture, equipment and improvements 713,108 711,558
----------- -----------
11,862,713 3,755,693
Less accumulated depreciation,
depletion and amortization (1,657,592) (1,445,358)
----------- -----------
Net property and equipment 10,205,121 2,310,335
Other assets 47,767 57,767
----------- -----------
$ 16,542,418 $ 11,814,812
=========== ===========
The accompanying notes are an integral part of
these consolidated financial statements.
3
ROYAL GOLD, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, June 30,
1999 1999
----------- -----------
Current Liabilities
Accounts payable $ 475,820 $ 631,565
Taxes payable 17,455 0
Current Note Payable 2,000,000 0
Accrued compensation 380,000 190,000
Post retirement benefits 26,400 26,400
Other 29,946 16,496
----------- -----------
Total current liabilities 2,929,621 864,461
Post retirement benefit liabilities 74,497 81,098
Commitments and contingencies (Note 6)
Stockholders' equity
Common stock, $.01 par value,
authorized 40,000,000 shares;
issued 17,803,822 and 17,321,322
shares, respectively 178,038 173,213
Additional paid-in capital 55,836,076 54,027,150
Accumulated deficit (41,293,584) (42,148,880)
----------- -----------
14,720,530 12,051,483
Less treasury stock, at cost
(238,726 shares) (1,182,230) (1,182,230)
----------- -----------
Total stockholders' equity 13,538,300 10,869,253
----------- -----------
$ 16,542,418 $ 11,814,812
=========== ===========
The accompanying notes are an integral part of
these consolidated financial statements.
4
ROYAL GOLD, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the three months ended
September 30,
----------------------------------
1999 1998
----------- -----------
Royalty revenues $ 1,792,561 $ 383,106
Gain on gold inventory 230,321 0
Consulting revenues 2,000 3,000
Costs and expenses
Costs of operations 153,453 60,741
General and administrative 378,977 371,997
Exploration 460,745 902,467
Lease maintenance and holding costs 20,412 311,975
Depreciation and depletion 212,234 165,640
----------- -----------
Total costs and expenses 1,225,821 1,812,820
----------- -----------
Operating earnings (loss) 799,061 (1,426,714)
Interest income 86,087 158,887
Interest expense 13,750 0
Gain on marketable securities 1,353 0
----------- -----------
Pretax earnings (loss) 872,751 (1,267,827)
Income tax expense 17,455 0
----------- -----------
Net earnings (loss) $ 855,296 $ (1,267,827)
=========== ===========
Basic earnings (loss) $ 0.05 $ (0.07)
Basic weighted average
shares outstanding 17,222,922 16,923,610
Diluted earnings (loss) $ 0.05 $ (0.07)
Diluted weighted average
shares outstanding 17,532,246 16,923,610
The accompanying notes are an integral part of
these consolidated financial statements.
5
ROYAL GOLD, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the three months ended
September 30,
-------------------------------
1999 1998
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Cash flows from operating activities
Net earnings (loss) $ 855,296 $ (1,267,827)
----------- -----------
Adjustments to reconcile net earnings
(loss) to net cash used in
operating activities:
Depreciation and depletion 212,234 165,640
Unrealized gain
on marketable securities (1,353) 0
Unrealized gain on
gold inventory (230,321) 0
(Increase) decrease in:
Trade and other receivables 262,517 216,900
Marketable securities 4,844 3,435
Royalties receivable in gold (1,463,022) 47,514
Inventory 92,440 (83,194)
Prepaid expenses and other (7,141) 1,998
Increase (decrease) in:
Accounts payable and accrued liabilities 65,160 282,803
Post retirement liabilities (6,601) (6,600)
----------- -----------
Total Adjustments (1,071,243) 628,496
----------- -----------
Net cash used in operating
activities (215,947) (639,331)
----------- -----------
Cash flows from investing activities
Maturity of marketable
securities 1,000,000 0
Capital expenditures for
property and equipment (8,107,020) (93,543)
(Increase) decrease in other assets 10,000 (10,200)
----------- -----------
Net cash used in investing
activities (7,097,020) (103,743)
----------- -----------
The accompanying notes are an integral part of
these consolidated financial statements.
6
ROYAL GOLD, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
For the three months ended
September 30,
-------------------------------
1999 1998
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Cash flows from financing activities
Proceeds from issuance of common stock $ 1,813,751 $ 12,438
Proceeds from issuance of debt 2,000,000 0
Purchases of common stock 0 (99,675)
----------- -----------
Net cash provided by (used in) financing
activities 3,813,751 (87,237)
----------- -----------
Net decrease in cash and
equivalents (3,499,216) (830,311)
----------- -----------
Cash and equivalents at beginning
of period 4,670,476 8,462,083
----------- -----------
Cash and equivalents at end of period $ 1,171,260 $ 7,631,772
=========== ===========
The accompanying notes are an integral part of
these consolidated financial statements
7
ROYAL GOLD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For a more complete understanding of the business and operations of Royal Gold,
Inc., please refer to the Report on Form 10-K of Royal Gold, Inc. for the annual
period ended June 30, 1999.
1. PROPERTY AND EQUIPMENT
Property and equipment consists of the following components at September
30, 1999, and June 30, 1999:
September 30, June 30,
1999 1999
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Mineral Properties:
Pipeline GSR #1 $ - $ -
Pipeline GSR #2 - -
Pipeline GSR #3 7,998,818 -
Bald Mountain Royalty 1,858,023 1,956,825
Inyo Gold Project - -
Other 300,823 300,823
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10,157,664 2,257,648
Office furniture, equipment
and improvements 47,457 52,687
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Net property and equipment $ 10,205,121 $ 2,310,335
========== ==========
As discussed in the following paragraphs, activity is being conducted
on substantially all of the Company's mineral properties. The
recoverability of the carrying value of capitalized projects is
evaluated based upon undiscounted estimated future net cash flows from
each property's proven and probable reserves. Reductions in the
carrying value of each property are recorded to the extent that the
Company's carrying value in each property exceeds its estimated future
discounted cash flows.
Presented below is a discussion of the status of each of the Company's
significant mineral properties.
A. PIPELINE MINING COMPLEX ROYALTIES
The Company converted its 20% net profits interest at South
Pipeline into several gross smelter return royalties
extending over the mining complex that includes the Pipeline
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and South Pipeline deposits. Pipeline is owned by the
Cortez Joint Venture, a joint venture of Placer Cortez Inc.
and Kennecott Explorations (Australia) Ltd.
The royalty interests that Royal Gold holds include:
A) A sliding scale gross smelter returns ("GSR") royalty
for all gold produced from the "Reserve Claims" (52 claims
that encompass all of the presently known reserves (as of
July 1, 1999) making up the Pipeline and South Pipeline
deposits). The GSR on the Reserve Claims, known as GSR #1,
is tied to the gold price, with a floor of 0.40% GSR below
$210 per ounce gold, and is capped at a 5% GSR for a $470
per ounce or higher gold price. At a $290 gold price, the
GSR on the Reserve Claims is 2.25%.
B) A sliding scale GSR for all gold produced from the
certain GAS Claims (296 claims immediately south and east
of the Reserve Claims). This royalty, known as GSR #2, is
tied to the gold price, with a floor of 0.72% GSR below $210
per ounce gold, and is capped at a 9% GSR for a $470 per ounce
or higher gold price. At a gold price of $290, the GSR on the
GAS Claims is 4.05%.
C) A 10% GSR on all gold and silver produced from any of
the GAS Claims from January 1, 1999, until the commencement
of commercial production from the South Pipeline deposit.
D) A 7% GSR on all silver produced from any of the Reserve
Claims or GAS Claims, commencing July 1, 1999.
During the quarter ended September 30, 1999, the Company
purchased, for approximately $8 million, 47.5 percent of a
group of overriding royalty interests on mineral production
from some 6,000 acres of contiguous lands in Lander County,
Nevada that, in the aggregate, covers the Pipeline gold mine
and the South Pipeline gold deposit. The overriding royalty
interests purchased by the Company and identified as GSR #3
may be summarized as follows: (i) 0.475% of the gross value
of all mineral production from lands encompassed by 50
designated and unpatented mining claims situated in Lander
County, until a total of 3.7 million troy ounces of gold has
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been produced from such lands, and, thereafter, 0.7125% of
the gross value of any subsequent mineral production from
such lands; and (ii) 0.7125% of the gross value of all
mineral production from any lands encompassed by the 348
claims identified in GSR #1 and GSR #2.
B. BALD MOUNTAIN
Effective January 1, 1998, Royal Gold acquired a 1.75% net
smelter return royalty that burdens approximately 81% of the
current reserves at the Bald Mountain Mine, White Pine
County, Nevada. Bald Mountain is owned and operated by
Placer Dome U.S. Inc.
C. INYO GOLD PROJECT
The Inyo Gold Project consists of 159 unpatented mining
claims and 27 mill sites located 45 miles north of Bishop,
in Mono County, California. The Company has been involved
with this property since 1989, when it entered into a joint
venture with Standard Industrial Minerals, Inc.
("Standard"). Standard owns 105 of the unpatented mining
claims that comprise the Inyo Gold project, and operates a
kaolin mine that is adjacent to the property. The Company
located the additional 54 unpatented mining claims and 27
mill sites.
Under the original joint venture agreement, the Company had
an option, exercisable through December 31, 1998, to acquire
the entirety of Standard's interest in the Inyo Gold Project
for $900,000. During the term of the option, the Company
had no specific work commitment. The option was extended
twice. In December 1997, Royal Gold secured a one-year
extension for the payment of $100,000. In November 1998,
the Company secured a five-year extension of its option to
acquire all of the interest of Standard Industrial Minerals
in the Inyo Gold Project. Under the terms of the extension
agreement, the Company may acquire all of Standard
Industrial's interest in the property, at any time prior to
December 31, 2003, upon payment of $900,000 plus accrued
interest at 6% per year, with $100,000 per annum minimum
payments, which are credited against the purchase amount.
10
Due to the continued decline in the gold price during the
fourth quarter of fiscal 1999, the Company recorded a full
impairment of its investment in the Inyo Gold Project, but
still retains its contingent interest in the property. The
recoverability of the carrying value of the Inyo Gold
Project was evaluated based upon estimated future net cash
flows from the property using estimates of proven and
probable reserves and resulted in an impairment of the
property.
2. INCOME TAXES
At June 30, 1999, the Company had an estimated net operating loss
carryforward for federal income tax purposes of approximately
$24.7 million. If not used, the net operating loss carryforwards
will expire during the years 2001 through 2017. The Company is
not recognizing any benefit from its current losses, due to the
uncertainty as to their ultimate realization.
3. ROYALTIES RECEIVABLE IN GOLD
At September 30, 1999, 5,846 ounces of gold, related to the
September 30 quarterly production from GSR #1 at the Pipeline
Mining Complex, were recorded as a receivable. This gold was
received on October 27, 1999. Royal Gold has exposure for any
changes in the gold price on this receivable between the end of
the quarter and the time of receipt.
4. INVENTORY
Gold inventory on the balance sheet consists of refined gold
bullion held in uninsured accounts. This gold is stored by the
Company's refiner in Utah. The inventory is carried at market
value at the end of the period with unrealized gains or losses
included in the results of operations for the period. During the
quarter ended September 30, 1999, all gold inventory was sold and
at September 30, 1999, the Company held no gold bullion in
inventory.
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5. EARNINGS PER SHARE COMPUTATION
For the three months ended 9/30/99
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ----------- -------
BASIC EPS
Earnings to
common stockholders $ 855,296 17,222,922 $ 0.05
Effect of
dilutive securities
Options - 309,324 -
----------- ----------- -------
DILUTED EPS $ 855,296 17,532,246 $ 0.05
=========== =========== =======
On September 30, 1999, options to purchase 693,498 shares of common
stock, at an average price of $6.35 per share, but were not included
in the computation of diluted EPS because the exercise price of these
options was greater than the average market price of the common
shares.
At September 30, 1998, options to purchase 587,520 shares of common
stock, at an average price of $0.34 per share, were not included in
the computation of diluted EPS because the Company experienced a net
loss in the quarter and these options are anti-dilutive. Options to
purchase 703,498 shares of common stock, at an average price of $6.39
per share, were outstanding at September 30, 1998, but were not
included in the computation of diluted EPS because the exercise price
of these options was greater than the average market price of the
common shares
6. CONTINGENCIES AND COMMITMENTS
The operations and activities conducted on the properties in which the
Company holds various interests are subject to various federal, state,
and local laws and regulations governing protection of the
environment. These laws are continually changing and are generally
becoming more restrictive. Management believes that the Company is in
material compliance with all applicable laws and regulations.
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7. GENERAL
The unaudited financial statements as of September 30, 1999 and for
the three months ended September 30, 1999 and 1998 reflect all
adjustments, consisting solely of normal recurring items, which are
necessary for the fair presentation of financial position, results of
operations, and cash flows on a basis consistent with that of the
prior audited consolidated financial statements.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Therefore, it
is suggested that these financial statements be read in connection
with the audited financial statements and the notes included in the
Company's Annual Report on Form 10-K as of June 30, 1999.
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ROYAL GOLD, INC.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Royal Gold is engaged in the acquisition of gold royalties and in the
exploration and development of gold properties.
The Company's primary business strategy is to acquire royalties and
other carried ownership interests in gold mining properties through
the direct acquisition of such interests and through exploration and
development activity (and subsequent transfer of the operating
interest in the subject properties to other firms). Substantially all
of the Company's revenues are and can be expected to be derived from
royalty interests, rather than from mining operations conducted by the
Company.
The Company has continued to explore its properties and anticipates
continued exploration activities for the remainder of the year. The
Company's long-term viability is ultimately dependent upon the
acquisition of gold royalties and the successful exploration and
subsequent development and operation by others of the Company's
mineral interests. It can be anticipated, because of the nature of
the business, that exploration on many of these properties will prove
unsuccessful and that the Company will terminate its interest in such
properties. As significant results are generated at any such
property, the Company will re-evaluate the property and may
substantially increase or decrease the level of expenditures on that
particular property. The profitability and reserves of the Company
are affected by the prevailing gold price.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1999, the Company had a working capital surplus of
$3,360,000. Current assets were $6,290,000, compared to current
liabilities of $2,930,000, for a current ratio of 2 to 1. This
compares to current assets of $9,447,000, and current liabilities of
$865,000, at June 30, 1999, resulting in a current ratio of 11 to 1.
The Company's liquidity needs are generally being met from its
available cash resources, royalty income, interest income, and the
issuance of common stock. During the first three months of fiscal
2000, the Company earned $1,662,000 from its royalty interest at the
Pipeline Mining Complex, and $130,000 from its royalty interest at
Bald Mountain. The Company also earned $86,000 in interest income on
its cash and marketable securities portfolio during the three month
period. This marketable securities portfolio is invested in U.S.
treasury notes with maturities of eight months or less. These
14
marketable securities have a market value of $3,002,190 and an
adjusted cost basis of $3,009,574.
During the quarter, the Company issued 452,500 shares of common stock
under its shelf registration statement which generated proceeds of
$1,810,000 and received $3,750 from the exercise of 30,000 stock
options.
The Company entered into a $2,000,000 demand loan agreement with
Republic National Bank. This loan is collateralized by $2,000,000
in U.S. Treasury obligations that are held by Republic National Bank.
Management believes its cash resources will be adequate to fund
planned operations for the foreseeable future. The Company's royalty
on the Pipeline deposit is expected to yield approximately $7.1
million to the Company in fiscal year 2000 at a $300 gold price. The
Company anticipates receiving $350,000 to $450,000 per year in
revenues from its interest at Bald Mountain, assuming a constant gold
price of $300 per ounce.
The Company anticipates total general and administrative expenses for
fiscal 2000 to be approximately $1,700,000, of which $379,000 has been
spent to date. The Company also anticipates expenditures for
exploration and property holding costs to be approximately $1,900,000,
of which $481,157 has been spent. On a prospective basis these amounts
could increase or decrease significantly, based on exploration results
and decisions about releasing or acquiring additional properties,
among other factors.
YEAR 2000 IMPACT
The Year 2000 issue relates to equipment which contains hardware
and/or software programmed to read the year based on its last two
digits. This equipment will not be able to differentiate between
years at the turn of the century, and if this problem is left
uncorrected, may result in malfunctions of the equipment.
Throughout the Company, the use of computers is limited to Windows
operating systems on personal computers linked to Local Area Networks.
Software consists of standardized packages from major developers. The
Year 2000 issue also relates to other office equipment, such as
telephones, voice mail and the office security system.
15
The Company has contacted all affected vendors and manufacturers to
determine whether any updates or replacements are required. The
Company has received confirmations from many of the vendors and has
updated some of the systems affected. The Company has a plan in place
to update the rest of the systems by the end of November 1999. The
cost of the project to date has not been material and the Company does
not expect future costs of the project to be material. An entire
system replacement of all computers and software would total
approximately $75,000. Many components have been certified as Year
2000 compliant. Those companies that provide banking, insurance and
other administrative services have also been contacted for Year 2000
compliance. The Company is also monitoring the progress of Year 2000
compliance by Cortez and by PDUS, the operators of the two producing
mines from which the Company derives its royalties. However, the
Company cannot be assured that all of its suppliers, service providers
and the operators of the properties where the Company holds its
royalty interests will be compliant.
RESULTS OF OPERATIONS
FOR THE QUARTER ENDED SEPTEMBER 30, 1999, COMPARED TO THE QUARTER
ENDED SEPTEMBER 30, 1998
For the quarter ended September 30, 1999, the Company reported a net
earnings of $855,296 or $0.05 per basis share, as compared to net loss
of $1,267,827, or $0.07 per basic share, for the quarter ended
September 30, 1998.
Royalty revenues for the current quarter increased to $1,792,561,
compared to $383,106 for the quarter ended September 30, 1998. The
increase in royalty income is primarily attributable to royalty
revenues from its interests in the Pipeline Mining Complex. In the
prior year the Company's royalty revenues were prior to the royalty
exchange and obtained from a 20% NPI interest at the Crescent Pit.
The gain of $230,321 on gold inventory in the current quarter relates
to a substantial increase in the gold price during the end of the
current quarter.
Costs of operations increased to $153,453 for the quarter ended
September 30, 1999, compared to $60,741 for the quarter ended
September 30, 1998, primarily because of the increase in expenditures
related to Nevada net proceeds tax owing on the higher royalty
revenues.
16
General and administrative costs of $378,977 for the current quarter
were comparable with $371,997 for the quarter ended September 30,
1998.
Exploration expenditures of $460,745 for the quarter ended September
30, 1999, decreased from $902,467 for the quarter ended September 30,
1998, primarily because the Company ceased activity at one project in
Nevada that was dropped.
Lease maintenance and holding costs decreased from $311,975 for the
quarter ended September 30, 1998, to $20,412 for the quarter ended
September 30, 1999, primarily due to the cessation of claims fees on
one property in Nevada.
Depreciation, depletion, and amortization costs increased from
$165,640 to $212,234 for the quarter ended September 30, 1999,
primarily due to one month of depletion relating to the Company's
newly acquired royalty interest at the Pipeline mine partially offset
by a lower depletion rate related to the Company's royalty interest at
Bald Mountain.
Interest income decreased from $158,887 for the quarter ended
September 30, 1998, to $86,087 for the quarter September 30, 1999,
primarily due to decreased funds available for investing.
For a more complete understanding of the business and operations of
Royal Gold, Inc., please refer to the Report on Form 10-K of Royal
Gold, Inc. for the annual period ended June 30, 1999.
17
PART II: OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
Item 5, Other Events filed on September 2, 1999.
18
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.
ROYAL GOLD, INC.
(Registrant)
Date: November 12, 1999 By: /s/ Stanley Dempsey
-------------------
Stanley Dempsey
Chairman of the Board and
Chief Executive Officer
Date: November 12, 1999 By: /s/ John Skadow
---------------
John Skadow
Controller
19