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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-----------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2000
Commission file number 0-30723
OSCA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 72-0868136
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
156 COMMISSION BLVD.
LAFAYETTE, LA 70508
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 337-837-6047
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
-----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.
Class A - 6,440,000 Shares as of September 30, 2000
Class B - 8,400,000 Shares as of September 30, 2000
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Part I - Financial Information
Item 1. Financial Statements
OSCA, INC.
CONSOLIDATED BALANCE SHEETS
(thousands)
SEPT. 30, DEC. 31,
2000 1999
--------- ---------
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 1,509 $ 3,898
Accounts and notes receivable, less allowance for 31,979 20,800
doubtful accounts of $431 in 2000 and $798 in 1999
Inventories 25,582 19,321
Prepaid expenses and other current assets 1,473 1,573
Deferred income taxes 1,659 1,465
Income taxes receivable - 128
--------- ---------
Total current assets 62,202 47,185
--------- ---------
Property and equipment, net 43,474 46,928
Goodwill and other intangibles, net 7,218 7,574
Other assets 958 -
--------- ---------
Total Assets $ 113,852 $ 101,687
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 7,953 $ 6,496
Dividend note payable to Great Lakes Chemical Corp. - 65,000
Accrued liabilities 5,271 5,051
Income taxes payable 1,012 -
Current portion of notes payable 118 118
--------- ---------
Total current liabilities 14,354 76,665
--------- ---------
Note payable - related party 236 354
Long-term debt 30,282 -
Other long-term liabilities 768 -
Deferred income taxes 1,573 957
Due to Great Lakes Chemical Corp. 1,446 43,641
--------- ---------
Total liabilities 48,659 121,617
--------- ---------
Stockholders' equity (deficit):
Class A common stock, $.01 par value, 25,000,000 shares authorized 6,440,000
shares issued and outstanding 64 -
Class B common stock, $.01 par value, 40,000,000 shares authorized 8,400,000
issued and outstanding 84 84
Additional paid-in capital 90,798 690
Retained earnings (deficit) (23,402) (19,282)
Accumulated other comprehensive income (loss) (2,351) (1,422)
--------- ---------
Total stockholders' equity (deficit) 65,193 (19,930)
--------- ---------
Total Liabilities and Stockholders' Equity $ 113,852 $ 101,687
========= =========
See accompanying notes to consolidated financial statements.
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OSCA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(thousands, except per share data)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
2000 1999 2000 1999
-------- -------- -------- --------
(UNAUDITED) (UNAUDITED)
Net revenues $ 34,136 $ 21,625 $ 89,519 $ 68,241
Operating Expenses:
Cost of sales 25,541 17,603 66,875 55,757
Selling, general and administrative expenses 5,143 4,621 15,383 13,760
Amortization of intangibles 99 100 298 298
-------- -------- -------- --------
Total operating expenses 30,783 22,324 82,556 69,815
-------- -------- -------- --------
Operating income (loss) 3,353 (699) 6,963 (1,574)
Interest and other expense 685 (205) 817 57
Interest and other income 25 160 527 428
-------- -------- -------- --------
Income (loss) before income taxes 2,693 (334) 6,673 (1,203)
Income taxes (benefit) 949 (204) 2,574 (734)
-------- -------- -------- --------
Net income (loss) $ 1,744 ($ 130) $ 4,099 ($ 469)
======== ======== ======== ========
Earnings per share:
Basic $ 0.12 ($ 0.02) $ 0.38 ($ 0.06)
Diluted $ 0.12 ($ 0.02) $ 0.38 ($ 0.06)
Weighted average shares outstanding 14,732 8,400 10,822 8,400
Weighted average shares outstanding
assuming dilution 14,732 8,400 10,824 8,400
See accompanying notes to consolidated financial statements.
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OSCA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(thousands)
NINE MONTHS ENDED
SEPT. 30, SEPT. 30,
2000 1999
-------- --------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 4,099 $ (469)
Adjustments to reconcile income to net cash provided by operating activities:
Depreciation and amortization of intangibles 6,174 5,330
Deferred income taxes 422 -
Loss (gain) on sale of fixed assets (193) (99)
Other (132) -
Changes in operating assets and liabilities:
Accounts receivable, net (11,179) 9,961
Inventories (6,261) 5,547
Other current assets 228 (2,323)
Accounts payable 1,457 (2,911)
Intercompany changes (42,195) (3,729)
Accrued and other liabilities 1,232 (3,647)
-------- --------
Net Cash (Used in) Provided by Operating Activities (46,348) 7,660
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment (3,125) (6,267)
Purchase of other assets - (69)
Proceeds from the sales of fixed assets 828 1,958
-------- --------
Net Cash Used in Investing Activities (2,297) (4,378)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings and (repayments) from notes payable, net 30,164 (111)
Proceeds from sale of stock, net 90,172 -
Cash dividends to Great Lakes Chemical Corp. (73,219) -
-------- --------
Net Cash Provided by (Used in) Financing Activities 47,117 (111)
-------- --------
Net Increase (Decrease) in Cash and Cash Equivalents (1,528) 3,171
Cash and Cash Equivalents at Beginning of Year 3,898 5,568
Effect of exchange rate changes on cash and cash equivalents (861) (4,397)
-------- --------
Cash and Cash Equivalents at End of Period $ 1,509 $ 4,342
======== ========
See accompanying notes to consolidated financial statements.
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OSCA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------------------
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of OSCA, Inc. and
its consolidated subsidiaries ("OSCA" or "the Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all the information and footnotes
necessary for a comprehensive presentation of financial position and results of
operations.
It is management's opinion, however, that all material adjustments (consisting
of normal recurring adjustments) have been made which are necessary for a fair
financial statement presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the year.
For further information, refer to the consolidated financial statements and
footnotes thereto, included in Form S-1.
Effective June 15, 2000, Great Lakes Chemical Corporation ("Great Lakes") sold
40% of its ownership in OSCA in an Initial Public Offering ("IPO"). On July 13,
2000, the over-allotment option granted to the underwriters was exercised and
resulted in an additional distribution of stock which reduced Great Lakes
ownership by 3.4% to 56.6%. The net proceeds of the IPO and the over-allotment
were paid to Great Lakes to satisfy indebtedness or as a dividend. See Note 7 to
the Consolidated Financial Statements.
NOTE 2: SPECIAL CHARGES
During 1998, in connection with a Great Lakes repositioning plan, OSCA
recognized a special charge of $13.4 million or $8.3 million after income taxes.
Of the $13.4 million, $10.1 million was recorded for actions taken in the third
quarter of 1998 and another $2.6 million was recorded in the fourth quarter of
1998. In addition, in the fourth quarter of 1999, due to certain changes in the
repositioning plan, OSCA recognized a credit to special charges in the amount of
$2.6 million.
A summary of spending against the reserve for special charges since December 31,
1999 is as follows (in thousands):
SPENDING
3 MONTHS 3 MONTHS 3 MONTHS
DEC 31 ENDED ENDED ENDED SEP 30
1999 3/31/00 6/30/00 9/30/00 2000
------- --------- --------- ---------- --------
Lease costs (Completion Services) $1,783 $ 756 $136 $ -- $ 891
Other (Completion Fluids) 69 -- -- -- 69
------ ------ ---- ----- ------
$1,852 $ 756 $136 $ -- $ 960
====== ====== ==== ===== ======
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NOTE 3: INVENTORIES
The major components of OSCA's inventories are as follows:
SEPT. 30, DEC 31,
-------- -------
2000 1999
------- -------
(IN THOUSANDS)
Raw materials $ 181 $ 195
Finished products 25,401 19,126
------- -------
$25,582 $19,321
======= =======
NOTE 4: INCOME TAXES
A reconciliation of the U. S. Federal income tax rate to the effective income
tax rate follows:
NINE MONTHS
ENDED SEPTEMBER 30,
-------------------
2000 1999
------ ------
U.S. Federal income tax rate 35.0% 35.0%
State income taxes (net of federal benefit) 1.5 1.0
Foreign taxes 0.1 16.3
Goodwill amortization 1.0 4.6
Other 1.0 3.7
---- ----
38.6% 60.6%
==== ====
NOTE 5: COMPREHENSIVE INCOME
Comprehensive income (loss) was as follows (in thousands):
THREE MONTHS ENDED NINE MONTHS
SEPT. 30 ENDED SEPT. 30
------------------- --------------------
2000 1999 2000 1999
------- ------- ------- -------
Net income (loss) $ 1,744 ($ 130) $ 4,099 ($ 469)
Other comprehensive income (loss) 182 (2,521) (929) (4,299)
------- ------- ------- -------
Comprehensive income (loss) $ 1,926 ($2,651) $ 3,170 ($4,768)
======= ======= ======= =======
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NOTE 6: EARNINGS PER SHARE
The computation of basic and diluted earnings per share is determined by
dividing net income as reported as the numerator, by the number of shares
included in the denominator as follows (in thousands):
THREE MONTHS ENDED NINE MONTHS ENDED
SEPT. 30 SEPT. 30
----------------- -----------------
2000 1999 2000 1999
------ ------ ------ ------
Denominator for basic earnings per share 14,732 8,400 10,822 8,400
(weighted - average shares)
Effect of dilutive securities 0 0 2 0
------ ------ ------ ------
Denominator for diluted earnings per share 14,732 8,400 10,824 8,400
====== ====== ====== ======
NOTE 7: CHANGE IN CAPITAL DUE TO INITIAL PUBLIC OFFERING
During June of 2000, OSCA sold 5,600,000 shares of Class A common stock at
$15.50 per share, in an IPO. The sale represented 40% of the ownership of OSCA.
Also in June of 2000, OSCA borrowed $31.0 million against a $40.0 million credit
facility established in conjunction with the IPO. In July of 2000, the
underwriters exercised the over-allotment option granted to them and an
additional 840,000 shares (3.4%) were sold at $15.50 per share.
The source and use of these funds are as follows:
(in thousands)
SOURCE OF FUNDS - IPO
Sale of stock $ 99,820
Underwriters commission & fees (6,987)
Other IPO costs (2,661)
---------
Net proceeds from sale 90,172
Bank borrowings 31,000
---------
Total source of funds $ 121,172
=========
USE OF FUNDS - IPO
Payment of dividends to Great Lakes $ 73,219
Intercompany payable to Great Lakes 47,953
---------
Total use of funds $ 121,172
=========
The net proceeds from the sale of the Class A shares increased common stock by
$64,400 and increased paid in capital by $90.1 million.
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NOTE 8: SEGMENT INFORMATION
OSCA is organized into three global business segments: Completion Fluids,
Completion Services and Downhole Completion Tools. The units are organized to
offer a distinct but synergistic group of products, technology and services.
OSCA evaluates performance and allocates resources based on operating income
which represents net revenue less cost of sales and allocated selling, general
and administrative expenses. Intersegment net revenue and transfers are recorded
at OSCA's cost; there is no intercompany income or loss on intersegment net
revenue or transfers.
THREE MONTHS ENDED NINE MONTHS
SEPT. 30, ENDED SEPT. 30,
---------------------- ----------------------
2000 1999 2000 1999
-------- -------- -------- --------
(IN THOUSANDS)
Net revenues by segment to external customers:
Completion Fluids $ 12,076 $ 10,729 $ 36,811 $ 37,841
Completion Services 13,403 6,288 31,065 17,943
Downhole Completion Tools 8,657 4,608 21,643 12,457
-------- -------- -------- --------
$ 34,136 $ 21,625 $ 89,519 $ 68,241
======== ======== ======== ========
Segment operating income (loss):
Completion Fluids $ 721 $ 584 $ 2,337 $ 2,300
Completion Services 2,491 (812) 3,605 (1,949)
Downhole Completion Tools 1,063 483 3,286 773
-------- -------- -------- --------
Total operating income of reportable 4,275 255 9,228 1,124
segment
Corporate and Other (922) (954) (2,265) (2,698)
-------- -------- -------- --------
Operating income (loss) 3,353 (699) 6,963 (1,574)
Interest and other expense 685 (205) 817 57
Interest and other income 25 160 527 428
-------- -------- -------- --------
Income (Loss) before income taxes $ 2,693 ($ 334) $ 6,673 ($ 1,203)
======== ======== ======== ========
NOTE 9: CONTINGENCIES
The Company is subject to legal proceedings, claims and litigation arising in
the ordinary course of business. Management currently believes that the
resolution of these matters will not have a material adverse effect on the
Company's financial position or results of operations.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000
--------------------------------------------------------------------
This Management's Discussion and Analysis of Results of Operations and Financial
Condition should be read in conjunction with the Company's Consolidated
Financial Statements and Management's Discussion and Analysis contained in the
S-1 and the unaudited interim consolidated financial statements included
elsewhere in this report. All references to earnings per share contained in this
report are diluted earnings per share unless otherwise noted.
The following table sets forth the percentage relationship to net revenue of
certain income statement items for the Company's operations:
THREE MONTHS NINE MONTHS
ENDED SEPT. 30 ENDED SEPT. 30
----------------- -----------------
2000 1999 2000 1999
------- ------- ------- -------
(%) (%)
Net revenue 100.0 100.0 100.0 100.0
Gross profit 25.2 18.6 25.3 18.3
Selling, general & admin. expenses 15.1 21.4 17.2 20.2
Amortization of intangibles 0.3 0.4 0.3 0.4
------- ------- ------- -------
Operating income 9.8 (3.2) 7.8 (2.3)
Interest and other expense 2.0 (1.0) 0.9 0.1
Interest and other income 0.1 0.7 0.6 0.6
------- ------- ------- -------
Income before income taxes 7.9 (1.5) 7.5 (1.8)
Income taxes 2.8 (0.9) 2.9 (1.1)
------- ------- ------- -------
Net income (loss) 5.1 (0.6) 4.6 (0.7)
======= ======= ======= =======
RESULTS OF OPERATIONS
Revenues in the third quarter increased 57.9% to $34.1 million from $21.6
million compared to the corresponding period in 1999. Volume expansion
accompanied by moderate price increases in Completion Services and Downhole
Tools drove the increase. Increased market penetration as well as increased
activity in the Company's markets contributed to these improved results. For the
first nine months of 2000, revenues increased 31.2% to $89.5 million from $68.2
million one year ago. The increase was primarily due to accelerated drilling and
workover activity in the Gulf of Mexico driven by higher commodity prices for
oil and gas.
In the third quarter of 2000 cost of sales increased 44.9% to $25.5 million from
$17.6 million, however gross profit margin improved to 25.2% from 18.6% as
compared to the third quarter of 1999 reflecting the effect of the increased
volume, favorable product mix and price improvement. For the nine months
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ended September 30, 2000, cost of sales increased 19.9% to $66.9 million from
$55.8 million, whereas gross profit margin improved to 25.3% from 18.3% as
compared to the corresponding period of 1999. Higher volumes and selling price
increases contributed to the improved gross profit margin.
Selling, general and administrative ("SG&A") expenses for the third quarter of
2000 increased to $5.1 million over the prior year period of $4.6 million. This
increase was primarily due to the addition of technical personnel required to
support the Company's growth, particularly in the Gulf of Mexico market where
exploration and production activity has increased. For year-to-date 2000, SG&A
expenses increased to $15.4 million from $13.8 million compared to the
corresponding period of the prior year. This increase in SG&A expenses was
necessitated by and contributed to the Company's growing revenue and market
expansion.
Interest and other expense increased $0.9 million for the three months ended
September 30, 2000 from the same period last year primarily due to the $31.0
million interest-bearing loan established in June of 2000. For year-to-date 2000
as compared to 1999, interest and other expense grew by $0.8 million as a result
of the loan previously discussed.
Net income for the third quarter of 2000 was $1.7 million, or $0.12 per share
compared to a net loss of ($0.1) million or ($.02) per share one year ago. Net
income for the nine months was $4.1 million, or $0.38 per share, as compared to
a net loss of ($0.5) million or ($.06) per share for the corresponding period
last year. These improvements reflect the factors discussed above.
SEGMENT INFORMATION
Set forth below is a discussion of the operations of the Company's business
segments: Completion Fluids, Completion Services and Downhole Completion Tools.
Operating income, which is the income measure the company uses to evaluate
business segment performance, represents net sales less cost of sales and
selling, general and administrative expenses.
COMPLETION FLUIDS
The Completion Fluids business unit is a market leader in the sale and service
of high-density brine completion fluids and related on-site fluid maintenance
services including filtration, engineering and performance additives. Results
for the quarter and first nine months follow:
THREE MONTHS NINE MONTHS
ENDED SEPT. 30 ENDED SEPT. 30
------------------ ------------------
2000 1999 2000 1999
------- ------- ------- -------
Net revenues $ 12.1 $ 10.7 $ 36.8 $ 37.8
Operating income $ 0.7 $ 0.6 $ 2.3 $ 2.3
Completion Fluids revenue for the quarter increased 13.1% to $12.1 million
compared to $10.7 million one year ago, reflecting higher volumes that more than
offset lower selling prices. Operating income increased 16.7% to $0.7 million
from $0.6 million due to a better product mix led by sales of high-value
proprietary fluid systems.
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For the nine months ended September 2000, revenues decreased 2.6% to $36.8
million from $37.8 million a year ago. Higher sales volumes were more than
offset by lower selling prices for conventional fluid systems. Operating income
was comparable to the prior year period at $2.3 million.
COMPLETION SERVICES
The Completion Services business unit consists of the Marine Well Service, Skid
Pumping Service and Coiled Tubing Service product lines. Results for the quarter
and first nine months follow:
THREE MONTHS NINE MONTHS
ENDED SEPT. 30 ENDED SEPT. 30
------------------ -------------------
2000 1999 2000 1999
------- ------- ------- --------
Net revenues $ 13.4 $ 6.3 $ 31.1 $ 17.9
Operating income $ 2.5 ($ 0.8) $ 3.6 ($ 2.0)
Completion Services revenue increased 112.7% versus the third quarter of 1999.
Revenues for the first nine months increased 73.7% compared to the same period
last year. Third quarter 2000 operating income improved $3.3 million from third
quarter 1999 while year-to-date 2000 operating income grew $5.6 million over
year-to-date 1999.
New contracts in Brazil, market penetration and higher activity levels combined
to drive the improvements in revenue. The increased volumes coupled with higher
selling prices were responsible for the significant improvement in operating
income during the quarter and for the first nine months.
DOWNHOLE COMPLETION TOOLS
The Downhole Completion Tools business unit provides downhole sand control tools
and production packers/accessories. Results for the quarter and first nine
months follow:
THREE MONTHS NINE MONTHS
ENDED SEPT. 30 ENDED SEPT. 30
------------------ -------------------
2000 1999 2000 1999
------- ------- ------- --------
Net revenues $ 8.6 $ 4.6 $ 21.6 $ 12.5
Operating income $ 1.1 $ 0.5 $ 3.3 $ 0.8
Completion Tools revenues increased 87.0% from the third quarter of 1999.
Revenues in the first nine months increased 72.8% compared to the corresponding
period in 1999. Third quarter 2000 operating income improved $0.6 million
(120.0%) from third quarter 1999 while year-to-date 2000 operating income grew
$2.5 million (312.5%) over year-to-date 1999.
The significant improvements in revenue and operating income reflect gains in
market share and increased well completion activities. OSCA's expanding
intelligent well completion technology has positioned this business unit as the
front runner in high demand well completions.
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FINANCIAL CONDITION & LIQUIDITY
Inventories were $25.6 million at September 30, 2000, an increase of $6.3
million from year-end 1999 and $6.6 million from a year ago. The increase in
inventories was due to higher activity levels in the Downhole Completion Tool
business.
Accounts receivable increased $11.2 million to $32.0 million at September 30,
2000, as compared to December 31, 1999. The increase was due to increases in
revenue in the Completion Services and Downhole Tools segments.
Current liabilities decreased $62.3 million to $14.4 million at September 30,
2000 from $76.7 million at December 31, 1999. The decrease was primarily
attributable to payment of the dividend note payable to Great Lakes. (See Note 7
to the Consolidated Financial Statements.)
Long-term debt increased to $30.5 million at September 30, 2000, as the Company
established a line of credit with a financial institution as part of the IPO.
(See Note 7 to the Consolidated Financial Statements.)
Intercompany payables to Great Lakes decreased $42.2 million to $1.4 million at
September 30, 2000 from $43.6 million at year-end 1999. Proceeds for this
reduction came primarily from the IPO proceeds and the line of credit
established as part of the Initial Public Offering. (See Note 7 to the
Consolidated Financial Statements.)
Capital spending for the first nine months amounted to $3.1 million. Spending
for the year is expected to be approximately $4.6 million.
Additional paid in capital increased $90.1 million and common stock increased
$64,400 from year-end 1999. These increases were due to the sale of 6,440,000
shares of Class A common stock. (See Note 7 to the Consolidated Financial
Statements.)
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This Statement,
as amended by SFAS 137 and SFAS 138, will be effective for the Company beginning
with the first quarter of 2001. The Statement requires companies to recognize
all derivatives on the balance sheet at fair value. The Company is evaluating
the new statement's provisions and has not yet determined the impact of adoption
on the results of operations or financial position.
In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101 ("SAB 101") - "Revenue Recognition in Financial
Statements." SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting principles to revenue recognition in
financial statements. Management does not expect the adoption of SAB 101 to have
a material effect on the Company's results of operations or financial position.
The Company is required to adopt SAB 101 in the fourth quarter of 2000.
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FORWARD LOOKING STATEMENT
This report contains forward-looking statements involving risks and
uncertainties that affect the Company's operations as discussed in the Form S-1
filed with the SEC. Accordingly, there is no assurance that the Company's
expectations will be realized.
Part II - Other Information
Item 2. Changes in Securities
As discussed in the Registration Statement related to the Initial Public
Offering, OSCA paid the net proceeds from the Initial Public Offering and the
subsequent exercise of the over-allotment to Great Lakes as repayment of
outstanding indebtedness and for dividends.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits filed as part of the report are listed below:
Exhibits Number
(27) Financial Data Schedule
(b) The Company did not file, nor was it required to file, a form 8-K during
the quarter for which this report was filed.
SIGNATURE
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.
Date: November 13, 2000 By: /s/ Steven J. Brading
-------------------- ----------------------------------------
Steven J. Brading
Vice President & Chief Financial Officer
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