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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
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OR
[ ] 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 0-23837
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SURMODICS, INC.
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(Exact name of registrant as specified in its Charter)
MINNESOTA 41-1356149
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(State of incorporation) (I.R.S. Employer Identification No.)
9924 West 74th Street
Eden Prairie, Minnesota 55344
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(Address of principal executive offices)
Registrant's telephone number, including area code: (952) 829-2700
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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
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The number of shares of the registrant's Common Stock, $.05 par value per share,
outstanding as of April 30, 2001 was 16,735,415.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
SURMODICS, INC.
Condensed Balance Sheets
(In thousands, except share data)
March 31, September 30,
2001 2000
----------- -------------
ASSETS (Unaudited)
CURRENT ASSETS:
Cash & cash equivalents $ 4,143 $ 1,510
Short-term investments 14,938 15,847
Accounts receivable, net 2,159 1,406
Inventories 690 500
Deferred tax asset 745 912
Prepaids and other 864 911
--------- --------
Total current assets 23,539 21,086
PROPERTY AND EQUIPMENT, net 7,326 7,166
LONG-TERM INVESTMENTS 23,529 22,293
OTHER ASSETS, net 215 204
--------- --------
$ 54,609 $ 50,749
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 394 $379
Accrued liabilities 2,003 1,584
Deferred revenues 307 433
--------- --------
Total current liabilities 2,704 2,396
DEFERRED REVENUES, less current portion -- 50
--------- --------
Total liabilities 2,704 2,446
--------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Series A Preferred stock-
$.05 par value, 450,000 shares authorized;
no shares issued and outstanding -- --
Common stock-
$.05 par value, 45,000,000 shares authorized;
16,728,845 and 16,556,002 shares issued and outstanding 836 828
Additional paid-in capital 46,051 45,740
Unearned compensation (243) (289)
Stock purchase notes receivable (7) (7)
Accumulated other comprehensive income (loss) 259 (46)
Retained earnings 5,009 2,077
--------- --------
Total stockholders' equity 51,905 48,303
--------- --------
$ 54,609 $ 50,749
========= ========
The accompanying notes are an integral part of these
condensed financial statements.
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SURMODICS, INC.
Condensed Statements of Income
(In thousands, except per share data)
(Unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
------------------------ -------------------------
2001 2000 2001 2000
-------- -------- -------- --------
REVENUES:
Royalties $ 2,878 $ 2,503 $ 4,936 $ 4,853
License fees 104 160 539 260
Product sales 1,518 1,188 3,075 2,422
Research and development 875 590 1,657 1,055
-------- -------- -------- --------
Total revenues 5,375 4,441 10,207 8,590
-------- -------- -------- --------
OPERATING COSTS AND EXPENSES:
Product 624 467 1,232 862
Research and development 1,907 1,776 3,682 3,384
Sales and marketing 417 354 831 732
General and administrative 799 693 1,512 1,255
-------- -------- -------- --------
Total operating costs and expenses 3,747 3,290 7,257 6,233
-------- -------- -------- --------
INCOME FROM OPERATIONS 1,628 1,151 2,950 2,357
-------- -------- -------- --------
OTHER INCOME:
Investment income, net 609 307 1,240 600
Gain (loss) on sale of investments 160 (11) 310 (10)
-------- -------- -------- --------
Other income, net 769 296 1,550 590
-------- -------- -------- --------
INCOME BEFORE PROVISION FOR INCOME TAXES 2,397 1,447 4,500 2,947
INCOME TAX PROVISION 831 543 1,568 1,100
-------- -------- -------- --------
NET INCOME $ 1,566 $ 904 $ 2,932 $ 1,847
======== ======== ======== ========
NET INCOME PER SHARE:
Basic $ 0.09 $ 0.06 $0.18 $0.12
Diluted $ 0.09 $ 0.05 $0.17 $0.11
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic weighted average common shares outstanding 16,686 15,564 16,638 15,500
Dilutive effect of outstanding stock options 1,089 1,126 1,101 1,114
-------- -------- -------- --------
Diluted weighted average common shares outstanding 17,775 16,690 17,738 16,614
The accompanying notes are an integral part of these
condensed financial statements.
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SURMODICS, INC.
Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
Six Months Ended
March 31,
------------------------
2001 2000
-------- --------
OPERATING ACTIVITIES:
Net income $ 2,932 $ 1,847
Adjustments to reconcile net income to net cash provided by
operating activities-
Depreciation and amortization 748 485
Amortization of unearned compensation, net 46 43
Deferred tax provision 167 1,091
Change in assets and liabilities:
Accounts receivable (753) 73
Inventories (190) (52)
Prepaids and other 25 (358)
Accounts payable and accrued liabilities 434 (309)
Deferred revenues (176) (108)
-------- --------
Net cash provided by operating activities 3,233 2,712
-------- --------
INVESTING ACTIVITIES:
Purchases of property and equipment, net (897) (2,078)
Purchases of available-for-sale investments (31,875) (13,626)
Sales/maturities available-for-sale investments 31,853 13,729
Repayment of stock purchase notes receivable -- 20
-------- --------
Net cash used in investing activities (919) (1,955)
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FINANCING ACTIVITIES:
Issuance of common stock 319 (92)
-------- --------
Net increase in cash and cash equivalents 2,633 665
CASH AND CASH EQUIVALENTS:
Beginning of period 1,510 1,975
-------- --------
End of period $ 4,143 $ 2,640
======== ========
The accompanying notes are an integral part of these
condensed financial statements.
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SURMODICS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited condensed
financial statements have been prepared in accordance with generally accepted
accounting principles and reflect all adjustments, consisting solely of normal
recurring adjustments, needed to fairly present the financial results for these
interim periods. These financial statements include some amounts that are based
on management's best estimates and judgments. These estimates may be adjusted as
more information becomes available, and any adjustment could be significant. The
results of operations for the six months ended March 31, 2001 are not
necessarily indicative of the results that may be expected for the entire fiscal
year.
According to the rules and regulations of the Securities and Exchange
Commission, the Company has omitted footnote disclosures that would
substantially duplicate the disclosures contained in the audited financial
statements of the Company. Read together with the disclosures below, management
believes the interim financial statements are presented fairly. However, these
unaudited condensed financial statements should be read together with the
financial statements for the year ended September 30, 2000 and footnotes thereto
included in the Company's form 10-K as filed with the Securities and Exchange
Commission.
(2) NEW ACCOUNTING PRONOUNCEMENTS
In March 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements." SAB 101 requires that license and other up-front fees be recognized
over the term of the agreement unless the fee is in exchange for products
delivered or services performed that represent the culmination of a separate
earnings process. The Company will adopt SAB 101 when required, which is
currently expected to be in the fourth quarter of fiscal 2001. The Company is
currently evaluating SAB 101 to determine whether its implementation will have
any material impact on the Company's financial position or results of operations
with respect to the license fees earned by SurModics. Any adjustment would
result in a charge to earnings for the cumulative effect of the change. This
amount would then be deferred and be recognized as revenue in future periods.
(3) COMPREHENSIVE INCOME
The components of comprehensive income for the three-month and six-month
periods are as follows:
Three months ended Six months ended
March 31, March 31,
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(dollars in thousands) 2001 2000 2001 2000
--------- -------- -------- --------
Net income $ 1,566 $ 904 $ 2,932 $ 1,847
Other comprehensive income:
Change in unrealized gain
(loss) on available-for-sale
securities 80 (4) 305 (100)
------- ------ ------- -------
Total comprehensive income $ 1,646 $ 900 $ 3,237 $ 1,747
======= ====== ======= =======
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(4) OPERATING SEGMENTS
(dollars in thousands)
Research &
Licensing Manufacturing Development Corporate Consolidated
--------- ------------- ------------ ------------ ------------
Six Months Ended
March 31, 2001
Revenues:
PhotoLink $ 3,962 $ 1,368 $ 1,473 $ -- $ 6,803
Diagnostic 1,513 -- -- -- 1,513
Stabilization &
other -- 1,707 -- -- 1,707
Government -- -- 184 -- 184
------- ------- ------- -------- -------
Total Revenues 5,475 3,075 1,657 -- 10,207
Expenses -- 1,232 3,682 2,343 7,257
------- ------- ------- -------- -------
Operating income
(loss) 5,475 1,843 (2,025) (2,343) 2,950
Other income 1,550 1,550
Income tax provision (1,568) (1,568)
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Net income $ 2,932
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Six Months Ended
March 31, 2000
Revenues:
PhotoLink $ 3,475 $ 1,106 $ 668 $ -- $ 5,249
Diagnostic 1,638 -- -- -- 1,638
Stabilization &
other -- 1,316 -- -- 1,316
Government -- -- 387 -- 387
------- ------- ------- -------- -------
Total Revenues 5,113 2,422 1,055 -- 8,590
Expenses -- 862 3,384 1,987 6,233
------- ------- ------- -------- -------
Operating income
(loss) 5,113 1,560 (2,329) (1,987) 2,357
Other income 590 590
Income tax provision (1,100) (1,100)
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Net income $ 1,847
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(5) STOCKHOLDERS' EQUITY
On November 13, 2000, the Board of Directors adopted a resolution that
designated an additional 300,000 of the then 4,850,000 undesignated shares as
Series A Preferred Stock. The total number of authorized shares of the Company
is now 50,000,000, consisting of 45,000,000 shares of Common Stock, $0.05 par
value per share, 450,000 of Series A Preferred Stock, $.05 par value per share,
and 4,550,000 undesignated shares.
In addition on November 13, 2000, the Board of Directors declared a
2-for-1 stock split of the Company's Common Stock, payable on December 6, 2000,
to shareholders of record on November 27, 2000. All share, per share and
weighted average share information has been restated to reflect the split.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
SurModics is a leading provider of surface modification solutions to
medical device manufacturers. The Company's revenues are derived from four
primary sources: fees from licensing its patented technology to customers;
royalties received from licensees; product sales (photoreactive chemical
compounds to licensees, stabilization products to the diagnostics industry, and
coated slides to the genomics market); and research and development fees
generated on projects for commercial customers and pursuant to government
grants.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2001 AND 2000
Revenues. The Company's revenues were $5.4 million for the second
quarter of fiscal 2001, an increase of $934,000, or 21%, over the same period of
fiscal 2000. The revenue components were as follows (in thousands):
$ Increase % Increase
2001 2000 (Decrease) (Decrease)
------ ------ ---------- ----------
PhotoLink(R) revenue:
Royalties $1,997 $1,571 $426 27%
License fees 104 160 (56) (35%)
Reagent chemical sales 645 501 144 29%
Commercial development 764 396 368 93%
------ ------ ----
Total PhotoLink revenue 3,510 2,628 882 34%
Other revenue:
Diagnostic royalties 881 933 (52) (6%)
Stabilization & slide sales 873 686 187 27%
Government research 111 194 (83) (43%)
------ ------ ----
Total revenues $5,375 $4,441 $934 21%
====== ====== ====
Second quarter revenue growth was the result of a 34% increase in
PhotoLink-related revenue. Commercial development revenue increased 93% to
$764,000, a quarterly record. Much of this increase was due to a high level of
effort on two projects: genomics work with Motorola and coating work on the drug
delivery stent for Johnson & Johnson's Cordis division. PhotoLink royalties also
increased to record levels, up $426,000 to $2.0 million, a 27% increase. Royalty
revenue in the quarter was boosted by the first minimum royalty payment from
Motorola Life Sciences and stronger royalties from several other licensees.
Reagent chemical sales (those chemicals used by licensees in the
PhotoLink coating process) increased 29% to $645,000. Historically, a single
client purchased more than half of the reagents sold, but during the current
quarter, this percentage dropped to 38%, as sales to all other clients
increased. Reagent sales to all other clients increased 78% between years.
SurModics signed two new license agreements during the second quarter of
fiscal 2001. Fees from the two new licenses and installment payments on
previously executed licenses combined for total license revenue of $104,000. The
Company has license agreements with 47 companies covering over
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110 different product applications, 57 of which are currently on the market. A
27% increase in stabilization and DNA slides sales contributed to the balance of
revenue growth outside of PhotoLink.
Product costs. The Company's product costs were $624,000 for the second
quarter of fiscal 2001, an increase of $157,000, or 34%, over the same period of
fiscal 2000. Overall product margins decreased slightly to 59% in the second
quarter of fiscal 2001 from 61% in the same period of fiscal 2000. Most of this
change was due to a reduction in certain stabilization product prices that the
Company implemented at the beginning of the fiscal year.
Research and development expenses. Research and development expenses
were $1.9 million for the second quarter of fiscal 2001, an increase of
$131,000, or 7%, over the same period of fiscal 2000. The increase was primarily
due to compensation and benefits associated with technical personnel added by
the Company over the last year, higher foreign patent filing fees and increased
depreciation and facilities costs due to last year's construction of additional
laboratory facilities.
Sales and marketing expenses. Sales and marketing expenses were $417,000
for the second quarter of fiscal 2001, a $63,000 or 18% increase from the same
period of fiscal 2000. Increased compensation and benefits costs and additional
business travel offset a decrease in promotional expenses.
General and administrative expenses. General and administrative expenses
were $799,000 for the second quarter of fiscal 2001, an increase of $106,000, or
15%, over the same period of fiscal 2000. The increase was the result of
additional facilities costs related to building improvements made in the
previous year, and higher utility, investor relations and compensation and
benefit costs.
Income from operations. The Company's income from operations was $1.6
million for the second quarter of fiscal 2001, an increase of $477,000, or 41%,
over the same period of fiscal 2000.
Other income, net. The Company's other income was $769,000 for the
second quarter of fiscal 2001, an increase of $473,000, or 160%, over the same
period of fiscal 2000. The increase in investment income was a direct result of
the 91% increase in cash and investment balances from last year's second
quarter. In addition, the Company sold a portion of its bond portfolio to take
advantage of a tax capital loss carryforward, generating a realized gain of
$159,000.
Income tax expense. The Company's income tax provision was $831,000 for
the second quarter of fiscal 2001 versus $543,000 in the same period of fiscal
2000.
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SIX MONTHS ENDED MARCH 31, 2001 AND 2000
Revenues. The Company's revenues were $10.2 million for the first six
months of fiscal 2001, an increase of $1.6 million, or 19%, over the same period
of fiscal 2000. The revenue components were as follows (in thousands):
$ Increase % Increase
2001 2000 (Decrease) (Decrease)
------- ------ ---------- ----------
PhotoLink revenue:
Royalties $ 3,423 $3,215 $208 6%
License fees 539 260 279 108%
Reagent chemical sales 1,368 1,106 262 24%
Commercial development 1,473 668 805 121%
------- ------ ------
Total PhotoLink revenue 6,803 5,249 1,554 30%
Other revenue:
Diagnostic royalties 1,513 1,638 (125) (8%)
Stabilization & slide sales 1,707 1,316 391 30%
Government research 184 387 (203) (52%)
------- ------ -----
Total revenues $10,207 $8,590 $1,617 19%
======= ====== =====
The revenue growth for the first six months of fiscal 2001 was
distributed across several PhotoLink revenue categories. Commercial development
revenue increased 121% to nearly $1.5 million. Most of the growth is related to
genomics and drug delivery stent work described earlier. The growth in PhotoLink
royalties was primarily due to increased sales of coated products by the
Company's licensees. PhotoLink revenue growth was masked somewhat by a one-time
$225,000 royalty payment received in the first half of last year. Approximately
81% of the PhotoLink royalties received were earned royalties based on the
clients' sale of coated products. The remaining royalties were minimum payments
made to SurModics prior to a medical device reaching the market.
The 24% increase in reagent chemical sales was due to a greater number
of clients purchasing reagents and to the growing production of PhotoLink-coated
devices by SurModics' clients. SurModics signed four new PhotoLink license
agreements during the first six months of fiscal 2001. The fees from these
agreements, in addition to progress payments made on previously executed license
agreements resulted in $539,000 of revenue, a 108% increase from the $260,000
recorded on the five license agreements signed in the same period last year.
Stabilization and DNA slide sales increased 30% from the same period in fiscal
2000.
Product costs. The Company's product costs were $1.2 million for the
first six months of fiscal 2001, an increase of $370,000, or 43%, over the same
period of fiscal 2000. Overall product margins were 60% in the first six months
of fiscal 2001 compared to 61% in the same period of fiscal 2000.
Research and development expenses. Research and development expenses
were $3.7 million for the first six months of fiscal 2001, an increase of
$298,000, or 9%, over the same period of fiscal 2000. The change was primarily
due to compensation and benefits associated with technical personnel added by
the Company over the last year, increased legal fees for foreign patents, higher
utility costs and increased depreciation on equipment purchases.
Sales and marketing expenses. Sales and marketing expenses were $831,000
for the first six months of fiscal 2001, an increase of $99,000 or 14% from the
same period of fiscal 2000. The change was primarily due to compensation and
benefits associated with sales and marketing staff hired in the last half of the
previous year and to a corresponding increase in business travel. Decreased
promotional expenses offset a portion of the above increases.
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General and administrative expenses. General and administrative expenses
were $1.5 million for the first half of fiscal 2001, an increase of $257,000, or
20%, over the same period of fiscal 2000. The increase was the result of higher
compensation and benefit costs, rising utility costs, and increased investor
relations expenditures.
Income from operations. The Company's income from operations was $3.0
million for the first six months of fiscal 2001, an increase of $593,000, or
25%, over the same period of fiscal 2000.
Other income, net. The Company's other income was $1.6 million for the
first half of fiscal 2001, an increase of $960,000, or 163%, over the same
period of fiscal 2000. Investment income increased 107% to $1.2 million in the
current period on higher cash and investment balances. In addition, during the
first half of the fiscal year, the Company sold a portion of its bond portfolio
generating a realized gain of $309,000.
Income tax expense. The Company's income tax provision was $1.6 million
for the first six months of fiscal 2001 versus $1.1 million in the same period
of fiscal 2000.
Other comprehensive income. The Company's other comprehensive income was
$305,000 for the first six months of fiscal 2001. This gain was due to an
increase in the market value of the Company's investments available-for-sale. As
of March 31, 2001, the Company had a net $259,000 unrealized gain related to
those investments.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2001, the Company had working capital of $20.8 million
and cash, cash equivalents and investments totaling $42.6 million. The Company's
investments principally consist of U.S. government and government agency
obligations and investment grade, interest-bearing corporate debt securities
with varying maturity dates, the majority of which are five years or less. The
Company generated positive cash flows from operating activities of $3.2 million
in the first six months, which was an increase of 19% for the same period of
last year, primarily due to the increase in net income.
As of March 31, 2001, the Company had no debt, nor did it have any
credit agreements. The Company believes that its existing capital resources will
be adequate to fund the Company's operations into the foreseeable future.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company maintains an investment portfolio in accordance with its
investment policy. The primary objectives of the Company's investment policy are
to preserve principal, maintain proper liquidity to meet operating needs and
maximize yields. The Company's investment policy requires investments with
high-credit-quality issuers and limits the amount of credit exposure to any one
issuer.
The Company's investments principally consist of U.S. government and
government agency obligations and investment grade, interest-bearing corporate
debt securities with varying maturity dates, the majority of which are five
years or less. All of the Company's cash equivalents and marketable securities
are classified as available-for-sale securities.
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The Company holds $1.0 million of interest-bearing debt of Southern
California Edison, a California utility, which is scheduled to mature on June 1,
2001. Southern California Edison has indicated it may be unable to continue to
service its debt under the existing regulated rate structure unless they receive
relief from state regulators. At this time it is not known whether such
financial support will be made available to California utilities. Due to these
circumstances, various rating agencies have lowered the credit rating of the
California utilities to below investment grade. The Company could ultimately
incur a loss on the sale of this investment.
The securities held in the Company's investment portfolio are subject to
interest rate risk. Changes in interest rates affect the fair value of the
available-for-sale securities. The Company has determined that a hypothetical
ten percent increase in interest rates would result in an approximate $380,000
decrease in the fair value of the Company's available-for-sale securities as of
March 31, 2001, but no material impact on the results of operations or cash
flows.
FORWARD LOOKING STATEMENTS
The statements contained in this quarterly report relating to future
revenue growth and expense levels are based on current expectations and involve
a number of risks and uncertainties. These statements are forward looking and
are made pursuant to the safe harbor provisions of the Private Securities Reform
Act of 1995. The following factors could cause royalty revenue to materially and
adversely differ from that anticipated: the ability of the Company's licensees
to successfully gain regulatory approval for, market and sell products
incorporating the Company's technology; the amount and timing of resources
devoted by the Company's licensees to market and sell products incorporating the
Company's technology; the Company's ability to attract new licensees and to
enter into agreements for additional applications with existing licensees; the
Company's ability to maintain a competitive position in the development of
technologies and products in its areas of focus; and business and general
economic conditions. Investors should consider these risks and other risks
identified in the Company's filings with the SEC when making investment
decisions. Shareholders and other readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date on
which they are made. SurModics undertakes no obligation to update publicly or
revise any forward-looking statements.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Use of Proceeds through the period ending March 31, 2001.
(1) Effective Date: March 3, 1998
SEC File Number: 333-43217
(2) Offering Date: March 3, 1998
(4)(i) The offering has terminated; all securities registered were sold.
(4)(ii) Managing Underwriter: John G. Kinnard and
Company, Incorporated
(4)(iii) Title of Securities: Common Stock
(4)(iv) Amount Registered: 2,300,000
Aggregate Offering Price: $17,250,000
Amount Sold: 2,300,000
Aggregate Offering Price Sold: $17,250,000
(4)(v) Underwriting Discount and Commissions $ 1,293,750
Other Expenses $ 435,148
Total Expenses $ 1,728,898
All the above items represented direct or indirect payments to others.
(4)(vi) Net Offering Proceeds $15,521,102
(4)(vii) Use of Net Offering Proceeds:
Research and development $ 3,110,000
Sales and marketing $ 1,728,000
Property and equipment upgrades $ 8,892,000
Patent protection $ 401,000
Working capital and general corporate purposes $ 1,150,000
Administration $ 240,102
All the above items represented direct or indirect payments to others.
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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.
(a) Exhibits - None
(b) Reports on Form 8-K - None
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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.
SURMODICS, INC.
May 11, 2001
By: /s/ Stephen C. Hathaway
--------------------------------------
Stephen C. Hathaway
Vice President & CFO
(Principal Financial Officer)
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