SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1998
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period From__________ to__________
Commission File Number 0-68440
STRATEGIC DIAGNOSTICS INC.
(Exact name of Registrant as specified in its charter)
----------------------------
Delaware 56-1581761
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
111 Pencader Drive
Newark, Delaware 19702
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 456-6789
--------------------
Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report: None
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 June 30, 1998 there were 13,223,157 outstanding shares of the
Registrant's common stock, par value $.01 per share.
STRATEGIC DIAGNOSTICS INC.
INDEX
Item Page
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PART I
ITEM 1. Financial Statements (Unaudited)
Consolidated Balance Sheets - June 30, 1998 and December 31, 1997 2
Consolidated Statements of Operations - Three months and six months ended
June 30, 1998 and 1997 3
Consolidated Statements of Cash Flows - Six months ended June 30, 1998
and 1997 4
Notes to Consolidated Interim Financial Statements 5
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
PART II 12
ITEM 4. Submission of Matters to a Vote of Securities Holders 12
ITEM 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
PART I
ITEM 1. FINANCIAL STATEMENTS
STRATEGIC DIAGNOSTICS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
June 30, December 31,
- ---------------------------------------------------------------------------------------------------------------
1998 1997
- ---------------------------------------------------------------------------------------------------------------
(unaudited)
- ---------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,048 $ 2,580
Short-term investments 3,929 3,638
Receivables 4,327 3,159
Inventories 1,817 1,547
Other current assets 214 174
- ---------------------------------------------------------------------------------------------------------------
Total current assets 12,335 11,098
- ---------------------------------------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT, net 670 496
OTHER ASSETS 629 634
INTANGIBLE ASSETS, net 1,692 1,832
- ---------------------------------------------------------------------------------------------------------------
Total assets $15,326 $14,060
===============================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
- ---------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES
Accounts payable $ 1,194 $ 619
Accrued expenses 940 953
Deferred revenue 2 100
Current portion of capital lease obligations 12 23
- ---------------------------------------------------------------------------------------------------------------
Total current liabilities 2,148 1,695
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CAPITAL LEASE OBLIGATIONS 20 25
- ---------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value, 17,500,000 shares authorized,
no shares issued or outstanding - -
Series A preferred stock, $.01 par value, 2,164,362
authorized, issued and outstanding 22 22
Common stock, $.01 par value, 35,000,000 authorized,
13,223,157 and 13,112,949 issued and outstanding
at June 30, 1998 and December 31, 1997, respectively 132 132
Additional paid-in capital 23,941 23,913
Accumulated deficit (10,912) (11,702)
Cumulative translation adjustments (25) (25)
Deferred compensation - -
- ---------------------------------------------------------------------------------------------------------------
Total stockholders' equity 13,158 12,340
- ---------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $15,326 $14,060
===============================================================================================================
The accompanying notes are an integral part of these statements.
2
STRATEGIC DIAGNOSTICS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)
Three Months Six Months
Ended June 30, Ended June 30,
- -----------------------------------------------------------------------------------------------------------------------------------
1998 1997 1998 1997
- -----------------------------------------------------------------------------------------------------------------------------------
NET REVENUES:
Product related $ 4,886 $ 3,103 $ 7,407 $ 5,506
Contract and other 290 395 665 766
- -----------------------------------------------------------------------------------------------------------------------------------
Total net revenues 5,176 3,498 8,072 6,272
- -----------------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Manufacturing 1,789 1,330 2,920 2,250
Research and development 465 409 842 903
Selling, general and administrative 2,243 1,468 3,697 2,788
- -----------------------------------------------------------------------------------------------------------------------------------
Total operating expenses 4,497 3,207 7,459 5,941
- -----------------------------------------------------------------------------------------------------------------------------------
Operating income 679 291 613 331
Interest and other income (expense), net 91 60 177 129
- -----------------------------------------------------------------------------------------------------------------------------------
NET INCOME $ 770 $ 351 $ 790 $ 460
===================================================================================================================================
BASIC NET INCOME PER COMMON SHARE $ 0.06 $ 0.03 $ 0.06 $ 0.04
===================================================================================================================================
SHARES USED IN COMPUTING BASIC
NET INCOME PER COMMON SHARE 13,202,000 13,089,949 13,168,000 13,089,949
===================================================================================================================================
DILUTED NET INCOME PER COMMON SHARE $ 0.05 $ 0.02 $ 0.05 $ 0.03
===================================================================================================================================
SHARES USED IN COMPUTING DILUTED
NET INCOME PER COMMON SHARE 16,361,000 15,520,000 16,306,000 15,553,000
===================================================================================================================================
The accompanying notes are an integral part of these statements.
3
STRATEGIC DIAGNOSTICS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
(unaudited)
Six Months
Ended June 30,
- -----------------------------------------------------------------------------------------------
1998 1997
- -----------------------------------------------------------------------------------------------
Cash Flows from Operating Activities:
Net income (loss) $ 790 $ 460
Adjustments to reconcile net income to
cash used in operating activities:
Depreciation and amortization and other, net 299 365
(Increase) decrease in:
Receivables (1,168) (1,100)
Inventories (270) (222)
Other current assets (40) 236
Note receivable and other assets 5 (1)
Increase (decrease) in:
Accounts payable 575 (869)
Accrued expenses (13) (888)
Deferred revenue (98) (27)
- -----------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities 80 (2,046)
Cash Flows from Investing Activities:
Purchase of property and equipment (333) (45)
Short-term investment activity, net (291) 2,020
- -----------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities (624) 1,975
Cash Flows from Financing Activities:
Proceeds from exercise of incentive stock options 28 -
Repayments on capital lease obligations (16) (43)
- -----------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 12 (43)
Net Decrease in Cash and Cash Equivalents (532) (114)
Cash and Cash Equivalents, Beginning of Period 2,580 917
- -----------------------------------------------------------------------------------------------
Cash and Cash Equivalents, End of Period $ 2,048 $ 803
===============================================================================================
Supplemental Cash Flow Disclosure:
Cash paid for interest 14 21
===============================================================================================
The accompanying notes are an integral part of these statements
4
STRATEGIC DIAGNOSTICS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in thousands, except share and per share data)
(unaudited)
1. BACKGROUND:
Business
- --------
Strategic Diagnostics Inc. (the "Company") develops, manufactures and
markets immunoassay based test kits for rapid and inexpensive detection of
a wide variety of substances in the water quality, industrial and
agricultural market segments.
Business Risks
- --------------
The Company is subject to risks of entities in similar stages of
development. These risks include the Company's ability to successfully
develop, produce and market its products and its dependence on its key
collaborative partners and management personnel.
Basis of Presentation and Interim Financial Statements
- ------------------------------------------------------
The accompanying balance sheets at December 31, 1997 and June 30, 1998,
and the statements of operations for the six months ended June 30, 1997
and 1998, and the three months ended June 30, 1997 and 1998 and cash flows
for the six months ended June 30, 1997 and 1998 include the consolidated
financial statements of the Company. All intercompany balances and
transactions have been eliminated in consolidation.
The accompanying unaudited consolidated interim financial statements of
the Company have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission regarding financial
reporting. Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles for
complete financial statements and should be read in conjunction with the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997. In the opinion of management, the accompanying financial
statements include all adjustments (all of which are of a normal recurring
nature) necessary for a fair presentation. The results of operations for
the six months ended June 30, 1998 are not necessarily indicative of the
results expected for the full year.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
5
2. NET INCOME PER SHARE APPLICABLE TO COMMON STOCKHOLDERS:
Net income per share applicable to common stockholders for all periods
presented is calculated by dividing net income applicable to common
stockholders by the weighted average number of shares outstanding. All
shares and per share amounts have been adjusted retroactively to give
effect to the equivalent number of shares received by the SDI stockholders
in the EnSys Merger discussed in Note 3. This retroactive adjustment is
reflected in the net income per share calculations and the Notes to the
Consolidated Interim Financial Statements.
3. MERGERS AND ACQUISITIONS
Merger with EnSys Environmental Products, Inc.
- ----------------------------------------------
On December 30, 1996, SDI merged with and into EnSys (the "Merger"). The
Merger agreement provided that SDI common and preferred stockholders
receive .7392048 shares of EnSys stock for each share of SDI Common or
Preferred Stock. This resulted in the former SDI stockholders owning
5,780,136 shares of EnSys Common Stock and 2,164,362 shares of EnSys
Series A Convertible Preferred Stock or approximately 52% of the
15,219,532 voting shares outstanding after the Merger. In addition to the
Common and Preferred Stock noted above, SDI option and warrant holders
received options and warrants to purchase .7818026 shares of EnSys Common
Stock for each option or warrant held. Upon consummation of the Merger,
SDI option and warrant holders received options and warrants for the
purchase of 383,216 and 599,644 shares, respectively, of EnSys Common
Stock. The difference in exchange ratios between stockholders and option
and warrant holders is due to the stock preferences received by SDI's
preferred stockholders upon exchange of their shares. The cost of
receiving these preferences was shared by all SDI stockholders upon
exchange of their shares, but was not borne by the SDI option and warrant
holders.
The Merger was accounted for as a purchase transaction with SDI as the
acquiring company. Based on the $1.75 per share closing price of EnSys
Common Stock on October 14, 1996, (date of transaction public
announcement) the estimated total purchase price of EnSys was $16,133,
which consists of the following: (i) the $12,731 market value of the
outstanding shares of EnSys Common Stock (7,275,034 shares multiplied by
$1.75 per share), (ii) the $328 fair value of the outstanding options and
warrants to purchase EnSys Common Stock and (iii) estimated transaction
costs of approximately $3,074. Since SDI is the acquiror for accounting
purposes, the EnSys options and warrants are required to be valued for
purchase accounting purposes as if they are additional consideration in
the transaction. The valuation for EnSys options and warrants was provided
by an investment banking firm using a traditional valuation approach. Of
the approximately $3,074 of estimated transaction costs, approximately
$457 relates to severance payments to former EnSys employees, $362 to
facility termination and moving and $36 to employee relocation. In
connection with the Merger, approximately 35 EnSys employees were
terminated in December 1996.
6
In connection with the Merger, all identifiable assets acquired by SDI,
including intangible assets, were assigned a portion of the cost of the
acquired company based on an independent valuation of EnSys' assets. Such
allocation included the identification and evaluation of each development
project to determine if technological feasibility had been achieved and if
there were any alternative future uses. EnSys' primary research and
development focus, the "One Step" assay, is currently under development.
If such technology is not fully developed on a timely basis, the existing
products may not be competitive enough to satisfy the technical
requirements of a changing market or be cost effective despite
demonstration of research prototypes by EnSys. The costs of developing the
remaining technology for the "One Step" assay is significant. As a result
of the substantial time and effort to produce the product in accordance
with all functions and specification, it has been determined that
technological feasibility has not been achieved. In addition, since
alternative uses of this developmental technology do not exist, the costs
of such technology have been charged to expense in accordance with SFAS
No. 2, "Accounting for Research and Development Costs," ("SFAS No. 2").
Based on the foregoing purchase price, the amount allocated to acquired
research and development of $4,353 was charged to the statement of
operations at the effective date of the Merger. The remaining amount of
intangible assets of approximately $1,167 includes approximately $472 for
developed technology, $55 for assembled workforce and $640 for goodwill.
The intangible assets purchased are being amortized on a straight-line
basis over 7-10 years. Amortization expense included in selling, general
and administrative in the accompanying consolidated statement of
operations, for the six months ended June 30, 1998 is approximately $68
related to the merger.
Acquisition of Ohmicron Corporation
- -----------------------------------
On August 30, 1996, SDI acquired Ohmicron and certain of its wholly
owned subsidiaries for 2,268,456 shares of common stock. Prior to the
acquisition, Ohmicron spun-off certain assets and liabilities of another
of its wholly-owned subsidiaries, Ohmicron Medical Diagnostics, Inc. The
acquisition of Ohmicron was recorded as a purchase transaction accounting
using the fair market value of the SDI common stock issued to Ohmicron.
The total purchase price of approximately $4,503, including transaction
and other costs of $533, has been allocated to the fair market value of
the assets acquired and liabilities assumed. Based on the foregoing
estimated purchase price, the amount allocated to acquired research and
development of $3,913 was charged to the statement of operations at the
time of the acquisition. In connection with the Ohmicron transaction, all
identifiable assets acquired including intangible assets were assigned a
portion of the cost of the acquired company based on an independent
valuation of Ohmicron's assets. Such allocation included the evaluation of
each development project identified to determine if technological
feasibility had been achieved and if there were any alternative future
uses. Based on this analysis, it has been determined that technological
feasibility has not been achieved, and that alternative uses of this
developmental technology do not exist. The cost of such technology has
therefore been charged to expense in accordance with SFAS No. 2. The
7
remaining amount of intangible assets of approximately $590 included
approximately $384 for developed technology, $103 for assembled workforce
and $103 for goodwill. The intangible assets purchased are being amortized
on a straight-line basis over 7-10 years. Amortization expense included in
selling, general and administrative in the accompanying consolidated
statement of operations for the six months ended June 30, 1998 is
approximately $38. The fair market value of the common stock issued to
Ohmicron was based on several factors including recent equity
transactions, as well as the subsequently negotiated Merger.
4. SHORT-TERM INVESTMENTS:
The Company considers its investments as being available for sale in
accordance with SFAS No. 115 "Accounting for Certain Investments in Debt
and Equity Securities."
5. BASIC AND DILUTED INCOME PER SHARE:
The company has adopted Statement of Financial Standards ("SFAS") No.
128, "Earnings per Share," which requires dual presentation of basic and
diluted earnings per share ("EPS") for complex capital structures on the
face of the statement of operations. Basic EPS is computed by dividing net
income or loss by the weighted-average number of common shares outstanding
during the period. Diluted EPS is similar to basic EPS except that the
effect of converting or exercising all potentially dilutive securities is
also included in the denominator. The company's calculation of diluted EPS
includes the effect of converting or exercising stock options and warrants
into common shares.
6. COMPREHENSIVE INCOME:
On January 1, 1998, the Company adopted Statement of Financial Standards
("SFAS") No. 130, "Reporting Comprehensive Income." SFAS No. 130
establishes standards for reporting and display of comprehensive income or
loss and its components in financial statements. For the periods
presented, comprehensive income approximated the net income as presented
in the accompanying Statements of Operations.
8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward Looking Statements
The information included in this report on Form 10-Q contains certain
forward looking statements reflecting the current expectations of Strategic
Diagnostics Inc. and its subsidiaries (the "Company"). Investors are cautioned
that all forward looking statements involve risks and uncertainties that may
cause actual results to differ from those anticipated at this time. Such risks
and uncertainties include, without limitation, changes in demand for products,
delays in product development, inability to obtain necessary regulatory
approvals, modifications to development and sales relationships, the ability to
achieve anticipated growth, competition, seasonality, and other factors more
fully described in the Company's filings with the Securities and Exchange
Commission.
Background
The Company is the entity resulting from the combination of EnSys
Environmental Products, Inc. ("EnSys"), Ohmicron Corporation ("Ohmicron"), TSD
BioServices ("TSD") and Strategic Diagnostics Inc. ("SDI").
Since 1992, the Company and its predecessors have entered into research
and development agreements with multiple corporate partners that have led to the
introduction of various products to the water quality, industrial testing,
agricultural and other markets. These agreements generally provide that sales
and marketing costs associated with a new product are borne by the corporate
partner, and the Company has the manufacturing rights. In addition, the Company
currently sells directly other products that it has developed or acquired.
Results of Operations
Three Months Ended June 30, 1998 vs. June 30, 1997
Total net revenues increased during the three-month period ended June
30, 1998 over the three month period ended June 30, 1997 by $1.7 million or 48%.
Product related sales increased $1.8 million or 57%, primarily as a result of
growth in the agricultural product category, from which revenues rose nearly
200% over the second quarter of 1997. Also contributing to the second quarter
increase were the sales during the quarter of pre-commercial Macra(R) Lp(a) test
kits to a new corporate partner pursuant to an exclusive distribution and supply
agreement.
These increases more than offset a modest decline in the industrial
product category from the volume during the second quarter of 1997. This
decrease in this category was attributable to, among other things, price
pressures brought to bear by competitors with competing technologies such as
commercial laboratories. The Company expects that this price pressure will
continue and that it will have a larger adverse impact in the third quarter of
1998. Accordingly, the Company expects that the usual seasonal increase in
revenues will not materialize and that total revenues for the third quarter will
approximate those of the second quarter. While these trends are expected to
continue into the fourth quarter, the Company expects that the impact will be
offset by anticipated increases in sales of agricultural products which are
expected to grow with the introduction of the Genetically Modified Organism or
"GMO" food labeling regulations in Europe.
9
Total operating expenses for the three month period ended June 30, 1998
increased by $1.3 million or 40% over the three month period ended June 30,
1997. Manufacturing costs increased $459,000 or 35%, in the second quarter of
1998 over the second quarter of 1997. This increase reflects the increased
expenses for materials, labor and overhead necessary to meet increased customer
demands. Research and development expenses increased $56,000 or 14% in the
second quarter of 1998 versus the second quarter of 1997. This increase was due
to higher costs of labor associated with additional staff required to meet both
internal and external customer demands. Selling, general and administrative
expenses increased $775,000 or 53% in the second quarter of 1998 versus the
second quarter of 1997. This increase was attributable to the higher levels of
personnel and other infrastructure necessary to support the higher volume of
revenues and a general increase in business activity during the quarter. The
Company expects a modest increase in manufacturing expenses in the third quarter
and for such expenses to remain steady thereafter. Research, selling and general
expenses are expected to approximate the levels expended in the second quarter
of 1998.
Net interest income increased $31,000 or 52%. This increase was
attributable to a higher level of invested balances during the quarter ended
June 30, 1998, as compared to the quarter ended June 30, 1997.
Net income increased $419,000 or 119% as a result of the foregoing.
Six Months Ended June 30, 1998 vs. June 30, 1997
Total net revenues increased during the six month period ended June 30,
1998 over the six month period ended June 30, 1997 by $1.8 million or 29%.
Product related sales increased $1.9 million or 35%, primarily due to 140%
growth in the agricultural product category for the six months ended June 30,
1998 versus the six months ended June 30, 1997. Also contributing to the six
month increase in revenues was the shipment during the period of pre-commercial
Macra(R) Lp(a) test kits to a new corporate partner.
These increases more than offset a modest decline in the industrial
product category during the six month period ended June 30, 1998 compared to the
prior year period. As described above, this decrease in the industrial category
is attributable to, among other things, price pressures brought to bear by
competitors with competing technologies such as commercial laboratories. The
Company's expectations concerning second half revenues are also described above.
10
Total operating expenses for the six months ended June 30, 1998
increased by $1.5 million or 26% over the six months ended June 30, 1997.
Manufacturing costs increased $670,000 or 30%, in the six months ended June 30,
1998 versus the six months ended June 30, 1997. This increase reflects the
increased manufacturing activity during the period, needed to meet customer
demands. Research and development expenses decreased $61,000 or 7% in the six
months ended June 30, 1998 versus the six months ended June 30, 1997. This
decrease was due to lower costs of labor and consumable materials used during
the period. Selling, general and administrative expenses increased $909,000 or
33% in the six months ended June 30, 1998 versus the six months ended June 30,
1997. This increase was attributable to the higher levels of personnel and other
infrastructure necessary to support the increase in business activity during the
period.
Net interest income increased $48,000 or 37%. This increase was
attributable to a higher level of invested balances during the six months ended
June 30, 1998, as compared to the six months ended June 30, 1997.
Net income increased $330,000 or 72% as a result of the forgoing.
Liquidity and Capital Resources
The Company's working capital, which consists principally of cash, cash
equivalents and marketable investments, increased $784,000 from December 31,
1997 to $10.2 million at June 30, 1998. Cash, cash equivalents and short-term
investments decreased $241,000 to $6.0 million. This decrease was primarily used
to purchase property and equipment ($333,000), increase accounts receivable
($1.2 million) and inventories ($270,000) and was net of increases attributable
to changes in other current assets and liabilities of $429,000, depreciation and
amortization of $299,000 and net income of $790,000.
The Company believes that it has or has access to sufficient resources
to meet its operating requirements for the foreseeable future. The Company's
ability to meet its long-term working capital and capital expenditure
requirements will depend on a number of factors, including the success of the
Company's current and future products, the focus and direction of the Company's
research and development programs, competitive and technological advances,
future relationships with corporate partners, government regulation, the
Company's marketing and distribution strategy and the success of the Company's
plans to make future acquisitions. Accordingly, no assurance can be given that
the Company will be able to meet the future liquidity requirements that may
arise form these inherent and similar uncertainties.
11
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
The company held its annual meeting of shareholders on April 28, 1998.
At the meeting, the following Class II Directors were elected:
Directors Shares Voted for Shares Withheld
--------- ---------------- ---------------
Richard J. Defieux 8,656,563 30,172
Robert E. Finnigan 8,646,413 40,322
Stephen O. Jaeger 8,656,763 29,972
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 Financial Data Schedule (in electronic format only).
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the registrant during the quarter
covered by this report.
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.
STRATEGIC DIAGNOSTICS INC
-------------------------
(Registrant)
Signature Title Date
- --------- ----- ----
/s/ RICHARD C. BIRKMEYER President and Chief Executive Officer August 11, 1998
- ------------------------- (Principal Executive Officer)
Richard C. Birkmeyer
/s/ ARTHUR A. KOCH, JR. Vice President and Chief Financial Officer August 11, 1998
- -------------------------- (Principal Financial Officer)
Arthur A. Koch, Jr.
13