1 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 quarter ended December 31, 1999 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For this transition period from to -------- -------- Commission file number O-19291 CORVEL CORPORATION ------------------ (Exact name of registrant as specified in its charter) Delaware 33-0282651 - --------------------------------- --------------------------------- (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 2010 Main Street, Suite 1020 Irvine, CA 92614 - ----------------------------- ----- (Address of principal executive office) (zip code) Registrant's telephone number, including code: (949) 851-1473 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 [ ] The number of shares outstanding of the registrant's Common Stock, $0.0001 Par Value, as of December 31, 1999 was 7,852,000 shares. 2 CORVEL CORPORATION TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - March 31, 1999 (audited) and December 31, 1999 (unaudited)- Page 3 of 15 Consolidated Statements of Income -- Three months ended December 31, 1998 and 1999 (both unaudited) - Page 4 of 15 Consolidated Statements of Income -- Nine months ended December 31, 1998 and 1999 (both unaudited) - Page 5 of 15 Consolidated Statements of Cash Flows - Nine months ended December 31, 1998 and 1999 (both unaudited) - Page 6 of 15 Notes to Consolidated Financial Statements (unaudited) -- December 31, 1999 - Page 7 of 15 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Pages 8 through 13 of 15 PART II. OTHER INFORMATION Item 1. Legal Proceedings - Page 14 of 15 Item 2. Changes in Securities - Page 14 of 15 Item 3. Defaults upon Senior Securities - Page 14 of 15 Item 4. Submission of Matters to a Vote of Security Holders - Pages 14 of 15 Item 5. Other Information - Page 14 of 15 Item 6. Exhibits and Reports on Form 8-K - page 14 of 15 Page 2 of 15 3 Part I - Financial Information Item 1. Financial Statements CORVEL CORPORATION CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 1999 AND DECEMBER 31, 1999 March 31, 1999 December 31, 1999 ------------ ------------ (audited) (audited) ASSETS Current Assets Cash and cash equivalents $ 9,052,000 $ 9,012,000 Accounts receivable, net 31,562,000 31,889,000 Prepaid taxes and expenses 856,000 1,018,000 Deferred income taxes 3,223,000 3,150,000 ------------ ------------ Total current assets 44,693,000 45,069,000 ------------ ------------ Property and Equipment, Net 17,145,000 17,430,000 Other Assets 6,899,000 7,303,000 ------------ ------------ TOTAL ASSETS $ 68,737,000 $ 69,802,000 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 6,468,000 $ 5,630,000 Accrued liabilities 6,525,000 7,189,000 ------------ ------------ Total current liabilities 12,993,000 12,819,000 ------------ ------------ Deferred income taxes 2,530,000 2,329,000 Stockholders' Equity Common stock - - Paid-in-capital 32,918,000 34,549,000 Treasury Stock, (1,747,000 shares at March 31, 1999 and 2,174,000 shares at December 31, 1999) (26,990,000) (36,041,000) Retained earnings 47,286,000 56,146,000 ------------ ------------ Total stockholders' equity 53,214,000 54,654,000 ------------ ------------ TOTAL LIABILITIES AND EQUITY $ 68,737,000 $ 69,802,000 ============ ============ See accompanying notes to consolidated financial statements. Page 3 of 15 4 CORVEL CORPORATION INCOME STATEMENT FISCAL YEAR ENDING FISCAL MARCH 31, 2000 THIRD QUARTER ENDING DECEMBER 31, 1999 Three months ending December 31, --------------------------------- 1998 1999 ----------- ----------- REVENUES $42,030,000 $46,269,000 Cost of Revenues 34,676,000 37,782,000 ----------- ----------- Gross profit 7,354,000 8,487,000 General and administrative expenses 3,122,000 3,627,000 ----------- ----------- Income before income taxes 4,232,000 4,860,000 Income tax provision 1,608,000 1,847,000 ----------- ----------- NET INCOME $ 2,624,000 $ 3,013,000 =========== =========== EARNINGS PER SHARE: Basic $ 0.32 $ 0.38 =========== =========== Diluted $ 0.32 $ 0.37 =========== =========== WEIGHTED AVERAGE SHARES: Basic 8,128,000 8,023,000 Diluted 8,243,000 8,142,000 See accompanying notes to consolidated financial statements. Page 4 of 15 5 CORVEL CORPORATION INCOME STATEMENT FISCAL YEAR ENDING FISCAL MARCH 31, 2000 NINE MONTHS ENDING DECEMBER 31, 1999 Nine months ending December 31, ------------------------------ 1998 1999 ------------ ------------ REVENUES $122,056,000 $137,839,000 Cost of Revenues 100,344,000 112,695,000 ------------ ------------ Gross profit 21,712,000 25,144,000 General and administrative expenses 9,325,000 10,853,000 ------------ ------------ Income before income taxes 12,387,000 14,291,000 Income tax provision 4,706,000 5,431,000 ------------ ------------ NET INCOME $ 7,681,000 $ 8,860,000 ============ ============ EARNINGS PER SHARE: Basic $ 0.94 $ 1.10 ============ ============ Diluted $ 0.93 $ 1.08 ============ ============ WEIGHTED AVERAGE SHARES: Basic 8,163,000 8,090,000 Diluted 8,276,000 8,210,000 See accompanying notes to consolidated financial statement. Page 5 of 15 6 CORVEL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED DECEMBER 31, 1998, AND 1999 Nine months ended December 31, 1998 1999 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES NET INCOME $ 7,681,000 $ 8,860,000 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 4,108,000 4,258,000 Changes in operating assets and liabilities Accounts receivable (5,178,000) (327,000) Prepaid taxes and expenses 297,000 (162,000) Accounts payable (1,085,000) (838,000) Accrued liabilities 102,000 664,000 Income taxes payable 704,000 (128,000) Other assets (213,000) (605,000) ------------ ------------ Net cash provided by operating activities 6,416,000 11,722,000 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment (4,788,000) (4,342,000) ------------ ------------ Net cash used in investing activities (4,788,000) (4,342,000) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Purchase of Treasury Stock (4,374,000) (9,051,000) Sale of common and exercise of stock options and related tax benefits 1,345,000 1,631,000 ------------ ------------ Net cash provided by financing activities (3,029,000) (7,420,000) ------------ ------------ INCREASE (DECREASE) IN CASH: (1,401,000) (40,000) Cash and cash equivalents at beginning 8,430,000 9,052,000 ------------ ------------ Cash and cash equivalents at end $ 7,029,000 $ 9,012,000 ============ ============ See accompanying notes to consolidated financial statements. Page 6 of 15 7 CORVEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999 (UNAUDITED) A. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 1999 are not necessarily indicative of the results that may be expected for the year ended March 31, 1999. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended March 31, 1999 included in the Company's registration statement on Form 10-K. B. Earnings per Share Earnings per common and common equivalent shares were computed by dividing net income by the weighted average number of shares of common stock and common stock equivalents outstanding during the quarter. For calculation of the common and common equivalent shares, see Exhibit 11 included herein. C. Stock Split On May 24, 1999, the Company announced that its Board of Directors authorized a 2-for-1 common stock split in the form of a 100% stock dividend. The additional shares were distributed on June 14, 1999 to the stockholders of record on May 31, 1999. Historical common share amounts, per share amounts and stock option data for all periods presented have been restated to reflect this change in the Company's capital structure. Page 7 of 15 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS The following table contains certain financial data as a percentage of revenues: Three months ended Dec. 31: 1998 1999 - --------------------------- ----- ----- Revenues 100.0% 100.0% Cost of services 82.5 81.7 ----- ----- Gross profit 17.5 18.3 ----- ----- General and administrative 7.4 7.8 ----- ----- Income from operations 10.1 10.5 ----- ----- Income tax provision 3.9 4.0 ----- ----- NET INCOME 6.2% 6.5% ===== ===== Nine months ended Dec. 31: 1998 1999 - -------------------------- ----- ----- Revenues 100.0% 100.0% Cost of services 82.2 81.8 ----- ----- Gross profit 17.8 18.2 ----- ----- General and administrative 7.6 7.9 ----- ----- Income from operations 10.2 10.3 ----- ----- Income tax provision 3.9 3.9 ----- ----- NET INCOME 6.3% 6.4% ===== ===== Revenues for the three months ended December 31, 1999 increased by $4.3 million to $46.3 million, an increase of 10% over the $42.0 million revenue for the comparable period in the prior fiscal year. The increase in revenues is primarily attributable to a 12% increase in patient management revenue along with an 8% increase in provider revenues, primarily bill review and PPO. Case management revenue grew to $27.7 million from $24.8 million in the prior year, an increase of $2.9 million. The increase in patient management is primarily due to an increase in referrals from the Company's customers. Revenues for the nine months ended December 31, 1999 increased by $15.7 million to $137.8 million, an increase of 13% over the $122.1 million revenue for the comparable period in the prior fiscal year. The increase in revenues is primarily attributable to a 16% increase in patient management revenue along with a 9% increase in provider program revenues. Case management revenue grew to $82.2 million from $71.0 million in the prior year, an increase of $11.2 million. The increase in patient management is primarily due to an increase in the numbers of case referred to the Company by their customers. Page 8 of 15 9 The Company's cost of revenues consists primarily of salaries, salary related taxes and fringe benefits, rent, telephone, and costs related to the Company's computer operations in the field. Cost of revenues for the three months ended December 31 declined from 82.5% of revenues in fiscal 1999 to 81.7% of revenue in fiscal 2000. Cost of revenues for the nine months ended December 31 increased from 82.2% of revenues in fiscal 1999 to 81.8% of revenue in fiscal 2000. Both of the cost of revenues percentages noted above decreased primarily due to greater economies of scale in the Company's branch operations as the growth in revenues exceeded the growth in cost of revenues. General and administrative expenses as a percentage of revenues increased from 7.6% for the nine months ending December 31, 1998, to 7.9% for the nine months ending December 31, 1999. General and administrative expenses as a percentage of revenues increased from 7.4% for the three months ending December 31, 1998, to 7.8% for the three months ending December 31, 1999. This increase was primarily due to increased MIS staff to support the Company's implementation of a national wide area network and further electronic data interface capabilities as required by customer needs. The growth in the general and administrative expenses is due primarily to the growth in these expenses compared to the growth in revenues. LIQUIDITY AND CAPITAL RESOURCES The Company has funded its operations and capital expenditures primarily from cash flow from operations. During the nine months ending December 31, 1999, net working capital increased by $0.6 million, from $31.7 million at March 31, 1999 to $32.3 million at December 31, 1999. This increase was primarily due to the increase in accounts receivable by $0.3 million, from $31.6 million to $31.9 million. As of December 31, 1999, the Company had $9.0 million in cash, primarily in short-term highly-liquid investments with maturities of 90 days or less. The Company has historically required substantial capital to fund the growth of its operations, particularly working capital to fund the growth in accounts receivable. The Company believes, however, that the cash balance at December 31, 1999 along with anticipated internally generated funds will be sufficient to meet the Company's expected cash requirements for at least the next twelve months. As of December 31, 1999, the Company had no interest bearing debt. YEAR 2000 DISCLOSURE INFORMATION Certain computer programs written with two digits rather than four to define the applicable year may experience problems handling dates near the end of and beyond the year 1999 (Year 2000 failure dates). This may cause computer applications to fail or provide erroneous results unless corrective action is taken. The Company has developed a plan to address the Year 2000 issue and, in doing so, will incur internal staff costs as well as external consulting and other expenses related to infrastructure enhancements necessary to prepare its systems for the new century. A strategy for achieving compliance for each system component has been prepared. Costs of the Company's Year 2000 Project are estimated to be approximately $2.4 million, all of which has been incurred by December 31, 1999. The cost of the Year 2000 Project has been expensed as incurred. Page 9 of 15 10 With respect to Information Technology (IT) systems, the Company's Year 2000 plan encompasses computer application systems, including those for client-server, minicomputer, and personal computer environments; and IT infrastructure, including hardware, operating system software, network technology, and voice and data communications. All of the Company's proprietary systems development methodologies assure that core functions like date comparisons, date sorts, and elapsed-day calculations are standardized in shared-code libraries and/or utilities. This reduces the number of instances of redundant code to be reviewed and certified for Year 2000 compliance. The Company has conducted full system tests in a simulated post-2000 environment. Certified versions of these systems were fully implemented in all operating sites by September 30 1999. Interoperability tests with clients' systems, if needed, commenced in the third quarter of 1998. Data formats used in EDI transmissions, unless specifically requested by the client, are Year 2000 compliant. The Company's bill review product for Windows is presently Year 2000 compatible as well as the case management software. The validation testing phase of the Company's bill review software which runs on VMS has been completed with implementation done during the September 1999 quarter. The Company's software for its billing, accounts receivable, accounts payable and general ledger is presently Year 2000 compatible. The Company's non-IT systems are primarily comprised of systems typically found in commercial office buildings including electrical, fire alarm and suppression, security, HVAC and elevator systems. The inventory phase for non-IT systems at the Company's major facilities in is complete. The Company is currently at the beginning of the assessment phase for its non-IT systems. As part of the assessment phase, the Company is communicating with the owners/landlords of office spaces which the Company leases to determine the Year 2000 readiness of such office space. At this time, the Company has not received any notice of non-compliance problems from landlords. The Company has also communicated with its significant vendors to determine their Year 2000 readiness and, when possible, obtain written assurances that the Year 2000 problem will not materially adversely affect their ability to continue to provide supplies or services to the Company. Each of the foregoing IT and non-IT programs are being conducted in phases, described as follows: INVENTORY or AWARENESS PHASE -- Identify hardware, software, processes or devices that use or process date information. ASSESSMENT PHASE -- Identify Year 2000 date processing deficiencies and related implications. PLANNING and VALIDATION PHASE -- Determine for each deficiency an appropriate solution and budget. Schedule resources and develop testing plans. Validate the recommended solution with testing. IMPLEMENTATION PHASE -- Implement designed solutions. Conduct systems testing. The plan also includes a control element intended to ensure that changes to IT and non-IT systems do not introduce Year 2000 issues. During the quarters ending December 31, 1999 and March 31, 2000, the Company experienced no significant problems due to any Year 2000 issues. Page 10 of 15 11 CAUTIONARY STATEMENT REGARDING RISK FACTORS Certain statements contained in the Company's Annual Report on Form 10-K for the year ended March 31, 1999, Quarterly Report on Form 10-Q for the quarter ending December 31, 1999, as well as the Company's Annual Report for the year ending March 31, 1999, such as statements concerning the development of new services, possible legislative changes, and other statements contained herein regarding matters that are not historical facts, are forward-looking statements (as such term is defined in the Securities Act of 1933, as amended). Because such statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Past financial performance is not necessarily a reliable indicator of future performance, and investors should not use historical performance to anticipate results or future period trends. Factors that could cause actual results to differ materially include, but are not limited to, those discussed below. In addition, reference is made to the Company's most recent annual report for the fiscal year ending March 31, 1999. POTENTIAL ADVERSE IMPACT OF GOVERNMENT REGULATION. Many states, including a number of those in which the Company transacts business, have licensing and other regulatory requirements applicable to the Company's business. Approximately half of the states have enacted laws that require licensing of businesses which provide medical review services. Some of these laws apply to medical review of care covered by workers' compensation. These laws typically establish minimum standards for qualifications of personnel, confidentiality, internal quality control, and dispute resolution procedures. These regulatory programs may result in increased costs of operation for the Company, which may have an adverse impact upon the Company's ability to compete with other available alternatives for health care cost control. In addition, new laws regulating the operation of managed care provider networks have been adopted by a number of states. These laws may apply to managed care provider networks having contracts with the Company or to provider networks which the Company may organize. To the extent the Company is governed by these regulations, it may be subject to additional licensing requirements, financial oversight and procedural standards for beneficiaries and providers. Regulation in the health care and workers' compensation fields is constantly evolving. The Company is unable to predict what additional government regulations, if any, affecting its business may be promulgated in the future. The Company's business may be adversely affected by failure to comply with existing laws and regulations, failure to obtain necessary licenses and government approvals or failure to adapt to new or modified regulatory requirements. Proposals for health care legislative reforms are regularly considered at the federal and state levels. To the extent that such proposals affect workers' compensation, such proposals may adversely affect the Company's business and results of operations. In addition, changes in workers' compensation laws or regulations may impact demand for the Company's services, require the Company to develop new or modified services to meet the demands of the marketplace or modify the fees that the Company may charge for its services. One of the proposals which has been considered is 24-hour health coverage, in which the coverage of traditional employer-sponsored health plans is combined with workers' compensation coverage to provide a single insurance plan for work-related and non-work-related health problems. Incorporating workers' compensation coverage into conventional health plans may adversely affect the market for the Company's services. Page 11 of 15 12 POSSIBLE LITIGATION AND LEGAL LIABILITY. The Company, through its utilization management services, makes recommendations concerning the appropriateness of providers' medical treatment plans of patients throughout the country, and it could share in potential liabilities for adverse medical consequences. The Company does not grant or deny claims for payment of benefits and the Company does not believe that it engages in the practice of medicine or the delivery of medical services. There can be no assurance, however, that the Company will not be subject to claims or litigation related to the grant or denial of claims for payment of benefits or allegations that the Company engages in the practice of medicine or the delivery of medical services. In addition, there can be no assurance that the Company will not be subject to other litigation that may adversely affect the Company's business or results of operations. The Company maintains professional liability insurance and such other coverages as the Company believes are reasonable in light of the Company's experience to date. There can be no assurance, however, that such insurance will be sufficient or available in the future at reasonable cost to protect the Company from liability. COMPETITION. The Company faces competition from large insurers, health maintenance organizations ("HMOs"), preferred provider organizations ("PPOs"), third party administrators and other managed health care companies. The Company believes that, as managed care techniques continue to gain acceptance in the workers' compensation marketplace, CorVel's competitors will increasingly consist of nationally focused workers' compensation managed care service companies, insurance companies, HMOs and other significant providers of managed care products. Legislative reforms in some states permit employers to designate health plans such as HMOs and PPOs to cover workers' compensation claimants. Because many health plans have the ability to manage medical costs for workers' compensation claimants, such legislation may intensify competition in the market served by the Company. Many of the Company's current and potential competitors are significantly larger and have greater financial and marketing resources than those of the Company, and there can be no assurance that the Company will continue to maintain its existing performance or be successful with any new products or in any new geographical markets it may enter. CHANGES IN MARKET DYNAMICS. Legislative reforms in some states permit employers to designate health plans such as HMOs and PPOs to cover workers' compensation claimants. Because many health plans have the capacity to manage health care for workers' compensation claimants, such legislation may intensify competition in the market served by the Company. Within the past few years, several states have experienced decreases in the number of workers' compensation claims and the average cost per claim which have been reflected in workers' compensation insurance premium rate reductions in those states. The Company believes that declines in workers' compensation costs in these states are due principally to intensified efforts by payors to manage and control claim costs, to improved risk management by employers and to legislative reforms. If declines in workers' compensation costs occur in many states and persist over the long-term, they may have an adverse impact on the Company's business and results of operations. DEPENDENCE UPON KEY PERSONNEL. The Company is dependent to a substantial extent upon the continuing efforts and abilities of certain key management personnel. In addition, the Company faces competition for experienced employees with professional expertise in the workers' compensation managed care area. The loss of, or the inability to attract, qualified employees could have a material adverse effect on the Company's business and results of operations. Page 12 of 15 13 RISKS RELATED TO GROWTH STRATEGY. The Company's strategy is to continue its internal growth and, as strategic opportunities arise in the workers' compensation managed care industry, to consider acquisitions of, or relationships with, other companies in related lines of business. As a result, the Company is subject to certain growth-related risks, including the risk that it will be unable to retain personnel or acquire other resources necessary to service such growth adequately. Expenses arising from the Company's efforts to increase its market penetration may have a negative impact on operating results. In addition, there can be no assurance that any suitable opportunities for strategic acquisitions or relationships will arise or, if they do arise, that the transactions contemplated thereby could be completed. If such a transaction does occur, there can no assurance that the Company will be able to integrate effectively any acquired business into the Company. In addition, any such transaction would be subject to various risks associated with the acquisition of businesses, including the financial impact of expenses associated with the integration of businesses. There can be no assurance that any future acquisition or other strategic relationship will not have an adverse impact on the Company's business or results of operations. If suitable opportunities arise, the Company anticipates that it would finance such transactions, as well as its internal growth, through working capital or, in certain instances, through debt or equity financing. There can be no assurance, however, that such debt or equity financing would be available to the Company on acceptable terms when, and if, suitable strategic opportunities arise. During the past fiscal year, the Company has made efforts to increase its presence and revenue in the group health market with moderate success. Managed care in this market is more mature than managed care in workers' compensation and has numerous large competitors, primarily health maintenance organizations. The Company has limited experience in the group health market. There is no assurance that the Company will be successful in this market. The Company expects that a considerable amount of its future growth will depend on its ability to process and manage claims data more efficiently and to provide more meaningful healthcare information to customers and payors of healthcare. There is no assurance that the Company will be able to develop, license or otherwise acquire software to address these market demands as well or as timely as its competitors. POSSIBLE VOLATILITY OF STOCK PRICE. The market price of the Company's Common Stock following this offering may be highly volatile. Factors such as variations in the Company's revenues, earnings and cash flow, general market trends in the workers' compensation managed care market, and announcements of innovations by the Company or its competitors could cause the market price of the Common Stock to fluctuate substantially. In addition, the stock market has in the past experienced price and volume fluctuations that have particularly affected companies in the health care and managed care markets resulting in changes in the market price of the stock of many companies which may not have been directly related to the operating performance of those companies. Page 13 of 15 14 PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS - The Company is involved in litigation arising in the normal course of business. The Company believes that resolution of these matters will not result in any payment that, in the aggregate, would be material to the financial position or financial operations of the Company. ITEM 2 - CHANGES IN SECURITIES - None. ITEM 3 - DEFAULTS UPON SENIOR SECURITIES - None. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None. ITEM 5 - OTHER INFORMATION - None. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K - None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CORVEL CORPORATION By: V. Gordon Clemons ----------------- V. Gordon Clemons, Chairman of the Board, Chief Executive Officer, and President By: Richard J. Schweppe ------------------- Richard J. Schweppe, Chief Financial Officer February 14, 2000 Page 14 of 15 15 EXHIBIT INDEX Exhibit 11 Computation of Per Share Earnings Exhibit 27 Financial Data Schedule Page 15 of 15