1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1999 [ ] 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 1-9957 DIAGNOSTIC PRODUCTS CORPORATION (Exact name of registrant as specified in its charter) CALIFORNIA 95-2802182 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5700 WEST 96TH STREET LOS ANGELES, CALIFORNIA 90045 (Address of principal executive offices) Registrant's telephone number: (310) 645-8200 NO CHANGE (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [YES X] [NO ] The number of shares of Common Stock, no par value, outstanding as of September 30, 1999, was 13,672,254. ================================================================================ 2 PART I. FINANCIAL INFORMATION. ITEM I. FINANCIAL STATEMENTS. DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (unaudited) (In thousands, except per share data) Three Months Ended Nine Months Ended September 30, September 30, ------------------------- ------------------------- 1999 1998 1999 1998 --------- --------- --------- --------- SALES $ 53,693 $ 48,773 $ 158,752 $ 144,155 --------- --------- --------- --------- COSTS AND EXPENSES: Cost of sales 24,645 21,454 72,011 63,278 Selling 9,961 9,356 29,823 27,462 Research and development 6,151 5,470 18,097 16,640 General and administrative 6,621 5,422 19,988 17,328 Equity in income of affiliates (185) (273) (1,069) (897) Interest income-net (31) (141) (181) (349) --------- --------- --------- --------- Total costs and expenses 47,162 41,288 138,669 123,462 --------- --------- --------- --------- INCOME BEFORE INCOME TAXES 6,531 7,485 20,083 20,693 PROVISION FOR INCOME TAXES 1,740 2,090 5,680 6,000 --------- --------- --------- --------- NET INCOME $ 4,791 $ 5,395 $ 14,403 $ 14,693 ========= ========= ========= ========= EARNINGS PER SHARE: BASIC $ .35 $ .39 $ 1.05 $ 1.07 DILUTED .35 .39 1.05 1.06 AVERAGE SHARES OUTSTANDING: BASIC 13,671 13,792 13,671 13,772 DILUTIVE EFFECT OF STOCK OPTIONS 109 131 108 153 --------- --------- --------- --------- DILUTED 13,780 13,923 13,779 13,925 ========= ========= ========= ========= 1 3 DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (unaudited) (Dollars in Thousands) September 30, December 31, 1999 1998 ------------- ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 14,589 $ 18,650 Accounts receivable-net of allowance for doubtful accounts of $141 and $136 55,869 50,440 Inventories 56,187 54,078 Prepaid expenses and other current assets 569 580 Deferred income taxes 3,305 3,305 --------- --------- Total current assets 130,519 127,053 PROPERTY, PLANT AND EQUIPMENT: Land and buildings 35,554 35,878 Machinery and equipment 64,387 60,196 Leasehold improvements 7,222 7,135 Construction in progress 861 351 --------- --------- Total 108,024 103,560 Less accumulated depreciation and amortization 54,803 49,348 --------- --------- Property, plant and equipment - net 53,221 54,212 SALES-TYPE AND OPERATING LEASES 33,882 33,372 DEFERRED INCOME TAXES 2,005 2,005 INVESTMENTS IN AFFILIATED COMPANIES 14,662 15,509 EXCESS OF COST OVER NET ASSETS ACQUIRED- Net of amortization of $9,300 and $8,478 13,307 14,073 --------- --------- TOTAL ASSETS $ 247,596 $ 246,224 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable $ 17,313 $ 21,178 Accounts payable 15,775 15,306 Accrued liabilities 5,288 6,218 Income taxes payable 5,681 3,350 --------- --------- Total current liabilities 44,057 46,052 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: Common Stock-no par value, authorized 30,000,000 shares; outstanding 13,672,254 shares and 13,661,594 shares. 37,720 37,531 Retained earnings 182,381 172,900 Accumulated other comprehensive income (16,562) (10,259) --------- --------- Total shareholders' equity 203,539 200,172 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 247,596 $ 246,224 ========= ========= 2 4 DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Dollars in Thousands) Nine Months Ended September 30, ------------------------- 1999 1998 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 14,403 $ 14,693 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and amortization 13,369 15,006 Equity in undistributed income of unconsolidated affiliates (896) (637) Accounts receivable (7,925) (5,549) Inventories (2,224) (3,527) Prepaid expenses and other current assets 11 (107) Accounts payable 4,046 1,630 Accrued liabilities (930) (1,059) Income taxes payable 2,083 3,440 -------- -------- Net cash flows from operating activities 21,937 23,890 CASH FLOWS FROM (USED FOR) INVESTING ACTIVITIES: Additions to property, plant and equipment (5,726) (7,624) Sales-type and operating leases (12,817) (12,846) Investment in affiliated companies 344 (2,612) -------- -------- Net cash flows from (used for) investing activities (18,199) (23,082) CASH FLOWS FROM (USED FOR) FINANCING ACTIVITIES: Borrowing (repayments) - net (2,150) 2,706 Repurchase of common stock (224) Proceeds from exercise of stock options 413 1,663 Cash dividends paid (4,922) (4,956) -------- -------- Net cash flows from (used for) financing activities (6,883) (587) EFFECT OF EXCHANGE RATE CHANGES ON CASH (916) (346) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (4,061) (125) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 18,650 20,372 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 14,589 $ 20,247 ======== ======== 3 5 DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 1--BASIS OF PRESENTATION The information for the nine months ended September 30, 1999 and 1998 has not been audited by independent accountants, but includes all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for such periods. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the requirements of the Securities and Exchange Commission, although the Company believes that the disclosures included in these financial statements are adequate to make the information not misleading. The consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 1998 annual report on Form 10-K as filed with the Securities and Exchange Commission. The results of operations for the nine-month period ending September 30, 1999 are not necessarily indicative of the results to be expected for the year ended December 31, 1999. Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding. Diluted earnings per share includes the dilutive effect of stock options. NOTE 2--INVENTORIES Inventories by major categories are summarized as follows: (Dollars in Thousands) September 30, December 31, 1999 1998 ------------- ------------ Raw materials $20,890 $19,235 Work in process 19,073 19,317 Finished goods 16,224 15,526 ------- ------- Total $56,187 $54,078 ======= ======= NOTE 3--COMPREHENSIVE INCOME Comprehensive income is summarized as follows: (Dollars in Thousands) Three Months Ended Nine Months Ended September 30, September 30, ---------------------- ----------------------- 1999 1998 1999 1998 -------- -------- -------- -------- Net income $ 4,791 $ 5,395 $ 14,403 $ 14,693 Foreign currency translation adjustment 1,190 1,754 (6,303) 1,731 -------- -------- -------- -------- Comprehensive income $ 5,981 $ 7,149 $ 8,100 $ 16,424 ======== ======== ======== ======== The Company does not provide for U.S. income taxes on foreign currency translation adjustments because it does not provide for such taxes on undistributed earnings of foreign subsidiaries. 4 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4--SEGMENT AND PRODUCT LINE INFORMATION The Company considers its manufactured instruments and medical immunodiagnostic test kits as one operating segment as defined under SFAS 131, "Disclosures about Segments of an Enterprise and Related Information" as the kits are required to run the instruments and utilize similar technology and instrument manufacturing processes. The Company manufacturers its instruments and kits principally from facilities in the United States and the United Kingdom. Kits and instruments are sold to hospitals, medical centers, clinics, physicians, and other clinical laboratories throughout the world through a network of distributors including consolidated distributors located in the United Kingdom, Germany, Czech Republic, Poland, Spain, The Netherlands, Belgium, Luxembourg, Finland, Norway, France, Australia, New Zealand, China, Brazil, Uruguay, Venezuela, Costa Rica, Honduras, El Salvador, Guatemala, Sweden, Estonia, Latvia, and Lithuania. The Company sells its instruments and immunodiagnostic test kits under several product lines. Product line sales information is as follows: (Dollars in Thousands) Three Months Ended Nine Months Ended September 30, September 30, ---------------------- ---------------------- 1999 1998 1999 1998 -------- -------- -------- -------- Sales: IMMULITE $ 38,221 $ 31,065 $108,744 $ 88,719 Radioimmunoassay ("RIA") 9,095 10,529 29,030 32,632 Other 6,377 7,179 20,978 22,804 -------- -------- -------- -------- $ 53,693 $ 48,773 $158,752 $144,155 ======== ======== ======== ======== The Company is organized and managed by geographic area. Transactions between geographic segments are accounted for as normal sales for internal reporting and management purposes with all intercompany amounts eliminated in consolidation. Sales are attributed to geographic area based on the location from which the instrument or kit is shipped to the customer. Information reviewed by the Company's chief operating decision maker on significant geographic segments, as defined under SFAS 131, is prepared on the same basis as the consolidated financial statements as is as follows: (Dollars in Thousands) Euro/DPC DPC DPC Limited Biermann Medlab Less: United (United (German (Brazilian Intersegment States Kingdom) Group) Group) Other Elimination Total -------- -------- -------- ---------- -------- ------------- -------- Three Months Ended September 30, 1999 Sales $ 39,416 $ 6,549 $ 7,263 $ 6,689 $ 11,498 $(17,722) $ 53,693 Net income (loss) 3,803 619 (190) 415 444 (300) 4,791 Three Months Ended September 30, 1998 Sales $ 32,224 $ 7,056 $ 8,242 $ 6,528 $ 9,461 $(14,738) $ 48,773 Net income (loss) 4,264 1,244 (252) 204 335 (400) 5,395 Nine Months Ended September 30, 1999 Sales $107,436 $ 21,041 $ 23,518 $ 18,286 $ 34,898 $(46,427) $158,752 Net income (loss) 8,533 2,857 (408) 910 1,711 800 14,403 Nine Months Ended September 30, 1998 Sales $ 94,331 $ 20,208 $ 25,467 $ 17,254 $ 27,974 $(41,079) $144,155 Net income (loss) 10,992 3,178 (459) 481 901 (400) 14,693 5 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. RESULTS OF OPERATIONS The Company's sales increased 10.1% in the third quarter ended September 30, 1999 to $53.7 million compared to sales of $48.8 million in the third quarter of 1998. Sales increased 10.1% to $158.8 million in the first nine months of 1999 from $144.2 million in the first nine months of 1998. Sales of all IMMULITE products in the three and nine months ended September 30, 1999 were $38.2 million and $108.7 million, increases of 23% over the corresponding periods of 1998. Sales of IMMULITE products represented 68% of sales in the first nine months of 1999, compared to 62% of sales in first nine months of 1998. IMMULITE reagents represented $28.5 million of 1999 third quarter sales, a 21% increase over the third quarter of 1998, and $82.2 million of sales in the first nine months of 1999, a 22% increase over the first nine months of 1998. Sales of IMMULITE systems (including service and parts) were $9.7 million in the 1999 third quarter, up 30% over the third quarter of 1998. In the first nine months of 1999, sales of IMMULITE systems (including service and parts) increased 24% to $26.6 million compared to the first nine months of 1998. The Company shipped a total of 281 IMMULITE systems during the third quarter of 1999, including 102 IMMULITE 2000 systems and 179 IMMULITE One systems. The total base of IMMULITE systems shipped grew to approximately 4,650, including approximately 550 of the IMMULITE 2000 systems. Sales of the Company's mature RIA products declined approximately 14% and 11% in the three and nine month periods of 1999, representing 17% and 18% of sales compared to approximately 22% and 23% of sales in each of the three and nine month periods of 1998. This decline in RIA sales is likely to continue at a reduced rate. Sales of other DPC products, including allergy reagents, represented about 8% of sales in each of the three and nine months periods ended September 30, 1999. Sales of non-DPC products decreased 18% and 14% in the three and nine month periods of 1999 over the corresponding 1998 periods to approximately 5% of sales, due to the discontinuation of non-DPC OEM products previously sold by some consolidated international affiliates. The devaluation of the Brazilian currency in January 1999 resulted in a pretax exchange loss of $536,000 or an after tax loss of $.03 per share, for the nine months ended September 30, 1999, which occurred in the first quarter. The exchange loss is included in general and administrative expenses. In addition, the Company recorded a currency translation adjustment of $5.1 million in the first nine months of 1999, resulting from the Company's long-term intercompany advances to Brazil. In accordance with the provisions of Statement of Financial Accounting Standards No. 52, gains and losses arising from intercompany foreign currency transactions that are of a long-term investment nature (i.e. transactions for which settlement is not planned or anticipated in the foreseeable future) are accumulated in a separate component of shareholders' equity. The Brazilian devaluation also impacted ongoing operations in Brazil, where the Company is the market leader. The Brazilian affiliate increased prices to partially offset the effects of the devaluation. When measured in the local currency ("Real"), sales by the Brazil affiliate in the third quarter and first nine months of 1999 were 12.6 million Real and 33.8 million Real compared to 7.6 million Real and 19.8 million Real, in the third quarter and first nine months of 1998. When measured in U.S. dollars, sales by the Brazil affiliate were $6.7 million in the third quarter of 1999 (12% of total sales) compared to $6.5 million (13% of total sales) in the third quarter of 1998. Although the devaluation has slowed the Company's rapid sales expansion in that country, the Company believes that the situation has stabilized. Due to the significance of foreign sales (approximately 79% of total sales), in particular in Europe, the Company is subject to currency risks based on the relative strength or weakness of the U.S. dollar. In periods when the U.S. dollar is strengthening the effect of the translation of the financial statements of consolidated foreign affiliates is that of lower sales and net income. Had the value of the U.S. dollar relative to other currencies remained constant with the third quarter of 1998, sales for the three and nine month periods of 1999 would have increased 20.3% and 18.8% over the 1998 periods. Net income in the three and 6 8 nine month periods of 1999 would have been about 5% greater. Due to intense competition, the Company's foreign distributors are generally unable to increase prices to offset the negative effect when the U.S. dollar is strong. Cost of sales as a percentage of sales increased from approximately 44.0% and 43.9% in the three and nine months ended September 30, 1998, to 45.9% and 45.4% in the corresponding 1999 periods, due to a product mix with more instrumentation systems, a stronger dollar and a lower selling price on IMMULITE 2000 reagents. The Company is in the process of automating a number of IMMULITE 2000 reagent manufacturing procedures which will improve manufacturing efficiencies. Selling expense decreased as a percentage of sales to 18.6% and 18.8% in the three and nine month periods of 1999 from 19.2% and 19.1% in similar periods in 1998. General and administrative expenses increased as a percentage of sales to 12.3% and 12.6% in the three and nine month periods of 1999 from 11.1% and 12.0% in the corresponding periods of 1998. The 1999 nine month period included the exchange loss from the Brazilian devaluation discussed above (related to the first quarter), which was not a factor in 1998 general and administrative expenses. Included in general and administrative expenses is the amortization of the excess of cost over net assets acquired and minority interest. The increase in general and administrative expense was in part due to the increase in minority interest, minority investors' share of the earnings of the Company's Brazilian affiliate, of $164,000 and $236,000 for the three and nine month periods, as well as the general and administrative expense related in the Company's Swedish subsidiary, which was not consolidated last year, of $162,000 and $443,000 for the three and nine month periods. Equity in income of affiliates represents the Company's share of earnings of non-consolidated affiliates, principally the 45%-owned Italian distributor. This amount decreased by approximately 32% in the third quarter of 1999, but increased approximately 19% in the first nine months of 1999 when compared to similar periods in 1998. The Company's effective tax rate includes Federal, state and foreign taxes representing its estimate of the effective tax rate for 1999. LIQUIDITY The Company has adequate working capital and sources of capital to carry on its current business and to meet its existing capital requirements. Net cash flow from operating activities was $21.9 million in the first nine months of 1999 compared to $23.9 million in the first nine months of 1998. Additions to property, plant and equipment in the first nine months of 1999 were $5.7 million compared to $7.6 million in the first nine months of 1998. Cash flow used for the placement of IMMULITE systems under sales-type and operating leases (for periods of generally three to five years) was $12.8 million in the first nine months of 1999 and 1998. The Company used cash to reduce borrowings by $2.2 million in the first nine months of 1999 compared to $2.7 million cash provided by borrowings in the first nine months of 1998. The Company's foreign operations, particularly, at this time, its operations in Brazil, are subject to risks, such as currency devaluations, associated with political and economic instability. See discussion above under "Results of Operations" regarding the effects of the Brazilian devaluation. The Company expects to purchase real property in New Jersey in 2000 at a cost of approximately $2.8 million. The Company plans to construct an 80,000 square foot manufacturing facility on this property over the next several years at a cost of $8-10 million. The Company has no other material commitments for capital expenditures in 1999. The Company has a $20.0 million unsecured line of credit under which there were no borrowings outstanding at September 30, 1999, and December 31, 1998. Standby letters of credit under the line of credit were zero at September 30, 1999 and $2 million at December 31, 1998. The Company had notes payable (consisting of bank borrowings by the Company's foreign consolidated subsidiaries payable in the local currency some of which are guaranteed by the U.S. parent company) of $17.3 million at June 30, 1999 compared to $21.2 million at December 31, 1998. The Company has paid a quarterly cash dividend of $.12 per share since 1995. 7 9 On October 14, 1998 the Company announced a plan under which it could repurchase up to one million shares of its common stock from time to time in open market transactions. Through September 30, 1999, the Company had repurchased a total of 218,288 shares at a cost of $4.5 million. The Company utilized existing cash to finance such purchases. Additional repurchases, if any, will depend on the prevailing market price of the Common Stock and could require bank borrowings. EURO CONVERSION The Company has significant sales to European countries (the "participating countries") which began converting to a common legal currency (the "euro") on January 1, 1999. During the transition period of January 1, 1999 to January 1, 2002, public and private parties may pay for goods and services using either the euro or the local currency. During the transition period, conversion rates will not be computed directly from one local currency to another. Instead, local currencies will be converted first to a euro denomination and then to the second local currency. Beginning January 2002, new euro-denominated bills and coins become legal currency and all former currencies will, over the ensuing months, be withdrawn from circulation. The ultimate conversion to the euro will eliminate currency exchange risk among the participating countries. The Company sells its products in the participating countries through affiliated and non-affiliated distributors which determine sales prices in their respective territories. The use of a single currency in the participating countries may affect this variable pricing in the various European markets because of price transparency. Nevertheless, other market factors such as local taxes, customer preferences and product assortment may reduce the need for price equalization. The Company has significant sales in Europe and is currently evaluating the business implications of the conversion to the euro, including the need to adapt internal systems to accommodate euro-denominated transactions, the competitive implications of cross border price transparency, the impact on existing marketing programs, and other strategic implications. Due to the existence of many unknown variables at this early stage, it is not at this time possible for the Company to predict the precise implications of the euro conversion on its operations. YEAR 2000 The Company has completed its program that addressed Year 2000 readiness of its information and business systems. The Company has tested and repaired all critical systems and tested and repaired or replaced all non-compliant workstations. The Company has instituted a comprehensive vendor/supplier compliance verification program to assure that the Company will have an uninterrupted supply of goods, services and materials. The Company has requested compliance verification from all vendors/suppliers. The Company believes that with the completed modifications to existing software, the Year 2000 issue will not pose significant operational problems for the Company or its affiliates. However, material impact to operations could occur if third parties with whom the Company does business such as communications or power providers are unable to provide these services because of their Year 2000 problems. The Company also has a program to determine whether its instrumentation products are Year 2000 compliant. The Company's website contains a regularly updated product compliance status page which customers can access to obtain information regarding the compliance status of their DPC products. The Company is also providing customer support and customer satisfaction services to all of its customers regarding Year 2000 issues. The IMMULITE 2000 instrument, which the Company began shipping in March 1998, is Year 2000 compliant. The Company has determined that the IMMULITE One instrument was not Year 2000 compliant and has so informed the FDA, and has supplied all required upgrades to its customers. A relatively few older products are not compliant and will not be upgraded due to obsolescence. The costs incurred to date and expected to be incurred to upgrade products and systems are not material. 8 10 While the Company currently believes that it has brought its own systems and products into Year 2000 compliance, if the Company encounters unforeseen problems it could be subject to legal claims (with or without merit), increased warranty costs, or customer dissatisfaction which could result in a material adverse effect on the Company's business, financial condition and results of operations. The Company presently believes that its worst case Year 2000 scenario would be as a result of the failure of a third party supplier for which there is no readily available substitute such as power or telecommunications. In such a case the company could be forced to temporarily reduce or curtail its activities at a given location. The Company has taken steps to have multiple vendors for many of the materials it uses in its production process and in certain cases will increase the amount of materials in its production inventory in December of 1999. During the fourth quarter the company will continue to evaluate its contingency preparations. FORWARD LOOKING STATEMENTS Except for the historical information contained herein, this report contains forward-looking statements (identified by the words "estimate," "project," "anticipate," "expect," "intend," "believe," "hope," "will" and similar expressions) which are based upon Management's current expectations and speak only as of the date made. These forward-looking statements are subject to risks, uncertainties and factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements. These risks and uncertainties include the degree of customer demand for the Company's products, customer acceptance of the IMMULITE 2000 and other new products, the Company's ability to keep abreast of technological innovations, the risks inherent in the development and release of new products (such as delays, unforeseen costs and technical difficulties), competitive pressures, currency risks based on the relative strength or weakness of the U.S. dollar, health care regulation and cost containment measures, and political and economic instability in certain foreign markets. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. There has been no material change during the quarter ended September 30, 1999, from the disclosures about market risk provided in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. 9 11 PART II. OTHER INFORMATION. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits 10.4 1990 Stock Option Plan 10.6 1997 Stock Option Plan 27 Financial Data Schedule (b) Reports on Form 8-K. None. 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. DIAGNOSTIC PRODUCTS CORPORATION (Registrant) OCTOBER 27, 1999 SIGI ZIERING - ----------------------------- ------------------------------------------ Date Sigi Ziering, Ph.D., Chairman of the Board Chief Executive Officer OCTOBER 27, 1999 JAMES L. BRILL - ----------------------------- ------------------------------------------ Date James L. Brill, Vice President Chief Financial Officer 10