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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
MARCH 31, 2002
FOR THE QUARTER ENDED
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: 0-20278
ENCORE WIRE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 75-2274963
(State of incorporation) (I.R.S. employer identification number)
1410 MILLWOOD ROAD
MCKINNEY, TEXAS 75069
(Address of principal executive offices) (Zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972) 562-9473
[X] 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 [ ] No [ ]
Number of shares of Common Stock outstanding as of April 30, 2002: 15,268,665
Page 1 of 14 Sequentially Numbered Pages
Index to Exhibits on Page 14
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ENCORE WIRE CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2002
Page No.
--------
PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
Consolidated Balance Sheets
March 31, 2002 (Unaudited) and December 31, 2001 .............3
Consolidated Statements of Income (Unaudited)
Quarters ended March 31, 2002 and March 31, 2001..............5
Consolidated Statements of Cash Flows (Unaudited)
Quarters ended March 31, 2002 and March 31, 2001..............6
Notes to Consolidated Financial Statements...........................7
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...........................9
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K....................................12
Signatures............................................................................13
2
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
ENCORE WIRE CORPORATION
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
In Thousands of Dollars 2002 2001
(Unaudited) See Note 1
------------ ------------
ASSETS
Current assets:
Cash ................................................... $ 517 $ 1,252
Accounts receivable (net of allowance of
$570 and $541) ..................................... 45,814 45,616
Inventories (Note 2) ................................... 46,765 44,837
Prepaid expenses and other assets ...................... 1,521 2,390
------------ ------------
Total current assets ............................... 94,617 94,095
Property, plant and equipment-on the basis of cost:
Land ................................................... 3,457 3,457
Construction in Progress ............................... 17,498 13,179
Buildings and improvements ............................. 24,880 24,646
Machinery and equipment ................................ 81,160 80,337
Furniture and fixtures ................................. 2,305 2,264
------------ ------------
Total property, plant, and equipment ............... 129,300 123,883
Accumulated depreciation and amortization .......... 48,941 46,499
------------ ------------
80,359 77,384
Other assets .................................................... 258 217
------------ ------------
Total assets .................................................... $ 175,234 $ 171,696
============ ============
See accompanying notes
3
ENCORE WIRE CORPORATION
CONSOLIDATED BALANCE SHEETS (continued)
In Thousands of Dollars, Except Share Data March 31, December 31,
2002 2001
(Unaudited) See Note 1
----------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable ..................................... $ 14,953 $ 20,175
Accrued liabilities ........................................ 4,965 7,864
Current income taxes payable ............................... 2,246 1,702
Current deferred income taxes .............................. 1,991 1,991
------------ -----------
Total current liabilities .................................. 24,155 31,732
Non-current deferred income taxes .................................... 7,036 7,036
Long term notes payable .............................................. 38,500 30,000
Stockholders' equity:
Common stock, $.01 par value:
Authorized shares - 20,000,000
Issued and outstanding shares - (16,956,065
at March 31, 2002 and 16,944,785 at
December 31,2001) ......................................... 169 169
Additional paid-in capital ........................................... 34,118 34,041
Treasury stock - 1,689,100 at March 31, 2002 and 1,689,100 at
December 31, 2001 ......................................... (13,859) (13,859)
Accumulated other comprehensive income ............................... (83) (263)
Retained earnings .................................................... 85,198 82,840
------------ -----------
Total stockholders' equity ................................ 105,543 102,928
------------ -----------
Total liabilities and stockholders' equity ........................... $ 175,234 $ 171,696
============ ===========
Note: The consolidated balance sheet at December 31, 2001, as presented, is
derived from the audited consolidated Financial statements at that
date.
See accompanying notes
4
ENCORE WIRE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Quarter Ended
March 31,
In Thousands of Dollars, Except Per Share Data 2002 2001
-------- --------
Net sales ........................................................ $ 64,182 $ 69,757
Cost of goods sold ............................................... 54,403 59,927
-------- --------
Gross profit ..................................................... 9,779 9,830
Selling, general, and administrative expenses .................... 5,771 5,994
-------- --------
Operating income ................................................. 4,008 3,836
Net interest expense ............................................. 327 661
-------- --------
Income before income taxes ....................................... 3,681 3,175
Provision for income taxes ....................................... 1,324 1,143
-------- --------
Net income ....................................................... $ 2,357 $ 2,032
======== ========
Net income per common and common equivalent share - basic ........ $ 0.15 $ 0.13
======== ========
Weighted average common and common equivalent shares - basic ..... 15,260 15,079
======== ========
Net income per common and common equivalent share - diluted ...... $ 0.15 $ 0.13
======== ========
Weighted average common and common equivalent shares - diluted ... 15,469 15,223
======== ========
Cash dividends declared per share ................................ $ -- $ --
======== ========
See accompanying notes
5
ENCORE WIRE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Quarter Ended
March 31,
In Thousands of Dollars 2002 2001
---------- ----------
OPERATING ACTIVITIES
Net income ...................................................................... $ 2,357 $ 2,032
Adjustments to reconcile net income to cash provided by (used) in operating
activities:
Depreciation and amortization ........................................... 2,460 2,350
Provision for bad debts ................................................. 45 37
Changes in operating assets and liabilities:
Accounts receivable ..................................................... (242) 4,608
Inventory ............................................................... (1,929) 37
Accounts payable and accrued liabilities ................................ (7,941) (2,449)
Other assets and liabilities ............................................ 825 (473)
Current income taxes receivable/payable ................................. 544 1,134
---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (3,881) 7,276
---------- ----------
INVESTING ACTIVITIES
Purchases of property, plant and equipment ...................................... (5,437) (931)
Increase in long-term investments ............................................... 0 0
Proceeds from sale of equipment ................................................. 7 72
---------- ----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ..................... (5,430) (859)
---------- ----------
FINANCING ACTIVITIES
Increase (decrease) in long-term note payable ................................... 8,500 (4,600)
Proceeds from issuance of common stock .......................................... 77 13
Purchase of treasury stock ...................................................... -- (662)
---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ..................... 8,577 (5,249)
---------- ----------
Net increase (decrease) in cash ..................................................... (735) 1,168
Cash at beginning of period ......................................................... 1,252 56
---------- ----------
Cash at end of period ............................................................... $ 517 $ 1,224
========== ==========
See accompanying notes
6
ENCORE WIRE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The unaudited consolidated financial statements of Encore Wire
Corporation have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form 10-Q
and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments considered
necessary for a fair presentation, have been included. Results of operations for
interim periods presented do not necessarily indicate the results that may be
expected for the entire year. These financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2001.
NOTE 2 - INVENTORIES
Inventories are stated at the lower of cost, determined by the last-in,
first-out (LIFO) method, or market.
Inventories (in thousands) consisted of the following:
March 31, December 31,
2002 2001
-------- ------------
Raw materials ......................... $ 3,850 $ 3,762
Work-in-process ....................... 2,209 3,671
Finished goods ........................ 35,692 31,082
-------- --------
41,751 38,515
Increase to LIFO cost ................. 6,049 8,934
-------- --------
47,800 47,449
Lower of Cost or Market Adjustment .... (1,035) (2,612)
-------- --------
$ 46,765 $ 44,837
======== ========
An actual valuation of inventory under the LIFO method can be made only
at the end of each year based on the inventory levels and costs at that time.
Accordingly, interim LIFO calculations must necessarily be based on management's
estimates of expected year-end inventory levels and costs. Because these are
subject to many forces beyond management's control, interim results are subject
to the final year-end LIFO inventory valuation. The Company reduced the lower of
cost or market reserve by $1,577,000 in the quarter,
7
leaving $1,035,000 in the reserve to reflect the fact that the LIFO cost basis
as currently calculated, exceeded the current market value by that amount at the
end of the first quarter of 2002.
NOTE 3 - INCOME PER SHARE
Income (loss) per common and common equivalent share is computed using
the weighted average number of shares of common stock and common stock
equivalents outstanding during each period. If dilutive, the effect of stock
options, treated as common stock equivalents, is calculated using the treasury
stock method.
The following table sets forth the computation of basic and diluted earnings per
share:
Quarter Ending Quarter Ending
3/31/02 3/31/01
Numerator:
Net Income $ 2,356,818 $ 2,032,000
=========== ===========
Denominator:
Denominator for basic earnings per share - weighted
average shares 15,259,810 15,079,187
Effect of dilutive securities:
Employee stock options 209,223 143,818
----------- -----------
Denominator for diluted earnings per share -
weighted average shares 15,469,033 15,223,005
=========== ===========
NOTE 4 - LONG TERM NOTE PAYABLE
Effective August 31, 1999, the Company through its indirectly wholly
owned subsidiary, Encore Wire Limited, a Texas limited partnership, completed an
unsecured loan facility with a group of banks (the "Financing Agreement"). The
Financing Agreement replaced the Company's existing credit facility, and the
Company is a guarantor of the indebtedness. The Financing Agreement has been
amended once since August 31, 1999, to extend the term to May 31, 2003. The
Financing Agreement provides for maximum borrowings of the lesser of $65.0
million or the amount of eligible accounts receivable plus the amount of
eligible finished goods and raw materials, less any available reserves
established by the banks. The calculated maximum borrowing amount available at
March 31, 2002, as computed under the Financing Agreement, was $65.0 million.
The Financing Agreement is unsecured and contains customary covenants and events
of default. The Company was in compliance with these covenants, as amended, as
of March 31, 2002. Pursuant to the Financing Agreement, the Company is
prohibited from declaring, paying or issuing cash dividends. At March 31, 2002,
the balance outstanding under the Financing Agreement was $38.5 million. Amounts
outstanding under the Financing Agreement are payable on May 31, 2003 with
interest due quarterly based on the bank's prime rate or LIBOR rate options, at
the Company's election.
In December 2001, the Company entered into an interest rate swap agreement on
$24.0 million of its variable rate debt in order to hedge against an increase in
variable interest rates. The terms of the agreement fix the interest rate on
$24.0 million of the Company's variable rate, long-term note payable to 4.6% per
annum plus a
8
variable increment that is based on certain financial ratios contained in the
loan covenants. This three year agreement expires in December 2004. For the
quarter ended March 31, 2002, the Company recorded an unrealized gain of
$180,059, netting to an unrealized loss of $82,822 remaining in the accumulated
other comprehensive income line in the equity section of the balance sheet.
NOTE 5 - STOCK REPURCHASE AUTHORIZATION
As of December 31, 2001, the Company had repurchased an aggregate of
1,689,100 shares of its common stock in the open market pursuant to a stock
repurchase program initiated in 1995. On November 6, 2001, the Board of
Directors of the Company approved a new stock repurchase program covering the
purchase of up to 300,000 additional shares of its common stock dependent upon
market conditions. Common stock purchases under the new program will be made
from time to time until December 31, 2002 on the open market or through
privately negotiated transactions at prices determined by the Chairman of the
Board or the President of the Company. As of March 31, 2002, there had been no
shares purchased under the new authorization.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The Company is a low-cost manufacturer of copper electrical building
wire and cable. The Company is a significant supplier of residential wire for
interior wiring in homes, apartments and manufactured housing and commercial
wire for commercial and industrial buildings.
Price competition for electrical wire and cable is intense, and the
Company sells its products in accordance with prevailing market prices. Copper
is the principal raw material used by the Company in manufacturing its products.
Copper accounted for approximately 66.6%, 63.9%, 60.6%, 66.2% and 73.8% of the
Company's cost of goods sold during fiscal 2001, 2000, 1999, 1998 and 1997,
respectively. The price of copper fluctuates, depending on general economic
conditions and in relation to supply and demand and other factors, which has
caused monthly variations in the cost of copper purchased by the Company. The
Company cannot predict copper prices in the future or the effect of fluctuations
in the cost of copper on the Company's future operating results.
The following discussion and analysis relates to factors that have
affected the operating results of the Company for the quarters ended March 31,
2002 and 2001. Reference should also be made to the audited financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2001.
RESULTS OF OPERATIONS
Net sales for the first quarter of 2002 amounted to $64.2 million
compared with net sales of $69.8 million for the first quarter of 2001. This
dollar decrease was the result of a decrease in the price of wire sold which
more than offset an increase in the volume of product shipped. Sales volume
increased primarily as a result of market share gains. The average sales price
per copper pound of product sold was down in the first quarter of 2002, compared
to the first quarter of 2001. Fluctuations in sales prices are primarily a
result of changing copper raw material prices and product price competition.
9
Cost of goods sold decreased to $54.4 million in the first quarter of
2002, compared to $59.9 million in the first quarter of 2001. Gross profit
remained flat in dollar terms at $9.8 million, or 15.2% of net sales, in the
first quarter of 2002 versus $9.8 million, or 14.1% of net sales, in the first
quarter of 2001. The gross profit percentage increase was attributable to
several factors including percentage savings in net material and manufacturing
overhead costs.
Inventories are stated at the lower of cost, using the last-in,
first-out (LIFO) method, or market. The Company maintains only one inventory
pool for LIFO purposes as all inventories held by the Company generally relate
to the Company's only business segment, the manufacture and sale of copper
building wire products. As permitted by accounting principles generally accepted
in the United States, the Company maintains its inventory costs and cost of
goods sold on a first-in, first-out (FIFO) basis and makes a quarterly
adjustment to adjust total inventory and cost of goods sold from FIFO to LIFO.
The Company applies the lower of cost or market test by comparing the LIFO cost
of its raw materials, work-in-process and finished goods inventories to
estimated market values, which are based primarily upon the most recent quoted
market price of copper, in pound quantities, as of the end of each reporting
period. Additionally, future reductions in the quantity of inventory on hand
could cause copper that is carried in inventory at costs different from the cost
of copper in the period in which the reduction occurs to be included in costs of
goods sold for that period at the different price.
As a result of increasing copper costs during the first quarter of
2002, a LIFO adjustment was recorded increasing cost of sales by $2.9 million
during the quarter. At March 31, 2002, the LIFO cost basis of the inventory
exceeded the market value by $1.0 million. Thus, at March 31, 2002 a $1.6
million reduction was made to the LCM reserve, which decreased cost of sales by
$1.6 million. Future reductions in the price of copper could require the Company
to record a lower of cost or market adjustment against the related inventory
balance, which would result in a negative impact on net income.
Selling expenses for the first quarter of 2002 were $3.9 million, or
6.2% of net sales, compared to $4.3 million, or 6.1% of net sales, in the first
quarter of 2001. The slight percentage increase was due to a nominal increase in
freight costs as a percentage of net sales. General and administrative expenses
remained flat at $1.7 million, or 2.7% of net sales, in the first quarter of
2001 compared to $1.7 million, or 2.4% of net sales, in the first quarter of
2001. The provision for bad debts was $45,000 in the first quarter of 2002
versus $37,500 in the first quarter of 2001.
Net interest expense was $327,000 in the first quarter of 2002 compared
to $661,000 in the first quarter of 2001. The decrease was due to lower average
interest rates during the first quarter of 2002 than the comparable period
during 2001.
As a result of the foregoing factors, the Company's net income
increased to $2.4 million in the first quarter of 2002 from $2.0 million in the
first quarter of 2001.
LIQUIDITY AND CAPITAL RESOURCES
The Company maintains a substantial inventory of finished products to
satisfy customers' prompt delivery requirements. As is customary in the
industry, the Company provides payment terms to most of its customers that
exceed terms that it receives from its suppliers. Therefore, the Company's
liquidity needs have generally consisted of operating capital necessary to
finance these receivables and inventory. Capital expenditures have historically
been necessary to expand the production capacity of the Company's
10
manufacturing operations. The Company has satisfied its liquidity and capital
expenditure needs with cash generated from operations, borrowings under its
revolving credit facilities and sales of its common stock.
Effective August 31, 1999, the Company through its indirectly wholly
owned subsidiary, Encore Wire Limited, a Texas limited partnership, completed
the Financing Agreement. The Financing Agreement replaced the Company's existing
credit facility, and the Company is a guarantor of the indebtedness. Obligations
under the Financing Agreement are the only material contractual obligations or
commercial commitments of the Company. The Financing Agreement has been amended
once since August 31, 1999, to extend the term to May 31, 2003. The Financing
Agreement provides for maximum borrowings of the lesser of $65.0 million or the
amount of eligible accounts receivable plus the amount of eligible finished
goods and raw materials, less any available reserves established by the banks.
The calculated maximum borrowing amount available at March 31, 2002, as computed
under the Financing Agreement, was $65.0 million. The Financing Agreement is
unsecured and contains customary covenants and events of default. The Company
was in compliance with these covenants, as amended, as of March 31, 2002.
Pursuant to the Financing Agreement, the Company is prohibited from declaring,
paying or issuing cash dividends. At March 31, 2002, the balance outstanding
under the Financing Agreement was $38.5 million. Amounts outstanding under the
Financing Agreement are payable on May 31, 2003 with interest due quarterly
based on the bank's prime rate or LIBOR rate options, at the Company's election.
In December 2001, the Company entered into an interest rate swap agreement on
$24.0 million of its variable rate debt in order to hedge against an increase in
variable interest rates. The terms of the agreement fix the interest rate on
$24.0 million of the Company's variable rate, long-term note payable to 4.6% per
annum plus a variable increment that is based on certain financial ratios
contained in the loan covenants. This three year agreement expires in December
2004. For the quarter ended March 31, 2002, the Company recorded an unrealized
gain of $180,059, netting to an unrealized loss of $82,822 remaining in the
accumulated other comprehensive income line in the equity section of the balance
sheet.
Cash used by operations was $3.9 million in the first quarter of 2002
compared to $7.3 million of cash provided by operations in the first quarter of
2001. This decrease in cash provided by operations primarily resulted from a
reduction in accounts payable of $7.9 million in the first quarter of 2002
versus a decrease of $2.4 million in the first quarter of 2001, along with a
$1.9 million increase in the dollar value of inventory on hand in the first
quarter of 2002 versus the first quarter of 2001. Cash used in investing
activities increased to $5.4 million in the first quarter of 2002 from $.9
million in the first quarter of 2001. In 2002, these funds were used primarily
for the building and equipment expansion project discussed in prior quarters.
The $8.6 million of cash used by financing activities in the first quarter of
2002 was used primarily to fund the building and equipment expansion project as
well as the working capital increase described above.
During the remainder of 2002, the Company expects its capital
expenditures will consist of additional plant and equipment for its residential
and commercial wire operations including primarily the completion of the
building and equipment expansion project mentioned above. The Company will
continue to manage its working capital requirements. These requirements may
increase as a result of expected continued sales increases and will be impacted
by the price of copper. The Company believes that the cash flow from operations
and the financing that it expects to receive from its banks under the Financing
Agreement will satisfy working capital and capital expenditure requirements for
the next twelve months.
11
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes from the information provided in
Item 7.A. of the Company's Annual Report on Form 10-K for the year ended
December 31, 2001.
INFORMATION REGARDING FORWARD LOOKING STATEMENTS
This report on Form 10-Q contains various "forward-looking statements"
(within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934) and information that are based on
management's belief as well as assumptions made by and information currently
available to management. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Such
statements are subject to certain risks, uncertainties and assumptions. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
expected. Among the key factors that may have a direct bearing on the Company's
operating results are fluctuations in the economy and in the level of activity
in the building and construction industry, demand for the Company's products,
the impact of price competition and fluctuations in the price of copper.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The information required by this Item 6(a) is set forth in the
Index to Exhibits accompanying this Form 10-Q.
(b) No reports on Form 8-K were filed by the Company during the
three months ended March 31, 2002.
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.
ENCORE WIRE CORPORATION
-----------------------------------------------
(Registrant)
Date: May 14, 2002 /s/ VINCENT A. REGO
-----------------------------------------------
Vincent A. Rego, Chairman of the Board and
Chief Executive Officer
Date: May 14, 2002 /s/ DANIEL L. JONES
-----------------------------------------------
Daniel L. Jones, President and
Chief Operating Officer
Date: May 14, 2002 /s/ Frank J. Bilban
-----------------------------------------------
Frank J. Bilban, Vice President - Finance,
Treasurer and Secretary
(Principal Financial Officer)
13
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
3.1 Certificate of Incorporation of Encore Wire Corporation, as amended
(filed as Exhibit 3/1 to the Company's Registration Statement on
Form S-1, as amended (No. 33-47696), and incorporated herein by
reference).
3.2 Amended and Restated Bylaws of Encore Wire Corporation, as amended
through February 7, 2002 (filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended December 31, 2001, and
incorporated herein by reference).
10.1 Financing Agreement by and among Encore Wire Limited, as Borrower,
Bank of America, National Association, as Agent, and Bank of
America, National Association, and Comerica Bank-Texas, as Lenders,
dated August 31, 1999 (filed as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1999, and incorporated herein by reference).
10.2 First amendment to Financing Agreement of August 31, 1999, dated
June 27, 2000 by and among Encore Wire Limited, as Borrower, Bank of
America, National Association, as Agent, and Bank of America,
National Association, and Comerica Bank-Texas, as Lenders (filed as
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000, and incorporated herein by reference).
10.3* 1999 Stock Option Plan, as amended and restated, effective as of
October 24, 2001 (filed as Exhibit 99.1 to the Company's
Registration Statement on Form S-8 (No. 333-86620), and incorporated
herein by reference).
10.4* 1989 Stock Option Plan, as amended and restated (filed as Exhibit
4.1 to the Company's Registration Statement on Form S-8 (No.
333-38729), and incorporated herein by reference), terminated except
with respect to outstanding options thereunder.
21.1 Subsidiaries (filed as Exhibit 21.1 to the Company's Annual Report
on Form 10-K for the year ended December 31, 2001, and incorporated
herein by reference).
* Management contract or compensatory plan.
14