U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended March 31, 2001
--------------
[_] 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
0-19627
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BIOLASE TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 87-0442441
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
981 Calle Amanecer, San Clemente, CA 92673
(Address of Principal Executive Offices)
(949) 361-1200
(Registrant's Telephone Number, Including Area Code)
Indicate by check 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 latest practicable date.
Common Stock, $.001 par value 19,475,722
- ----------------------------- ------------------------------
Title Class Number of Shares Outstanding
at May 15, 2001
BIOLASE TECHNOLOGY, INC.
Page Number
-----------
PART 1. FINANCIAL INFORMATION
ITEM 1. Financial Statements:
Consolidated Condensed Balance Sheets 3
Consolidated Condensed Statements
of Operations 4
Consolidated Condensed Statement
of Stockholders' Equity 5
Consolidated Condensed Statements
of Cash Flows 6
Notes to Consolidated Condensed
Financial Statements 7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
ITEM 3. Quantitative and Qualitative
Disclosures about Market Risk 12
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 13
ITEM 2. Changes in Securities 13
ITEM 3. Defaults Upon Senior Securities 13
ITEM 4. Submission of Matters to a Vote of Security
Holders 13
ITEM 5. Other Information 13
ITEM 6. Exhibits and Reports on Form 8-K 13
SIGNATURE PAGE 14
Page 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
- ------------------------------
BIOLASE TECHNOLOGY, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
March 31, 2001 December 31, 2000
(Unaudited)
-------------- -----------------
Assets:
Current assets:
Cash and cash equivalents $ 2,534,223 $ 2,001,884
Accounts receivable, less allowance of $121,397 in 2001 and $120,988 in 2000 1,091,624 758,219
Inventories, net of reserves of $454,400 in 2001 and $449,597 in 2000 947,713 1,221,595
Prepaid expenses and other current assets 187,981 179,985
------------ ------------
Total current assets 4,761,541 4,161,683
Property, plant and equipment, net 342,634 2,329,305
Patents, trademarks and licenses, less accumulated
amortization of $179,777 in 2001 and $174,077 in 2000 98,458 104,158
Other assets 3,204 3,954
------------ ------------
Total assets $ 5,205,837 $ 6,599,100
============ ============
Liabilities and Stockholders' Equity:
Current liabilities:
Line of credit $ 1,791,925 $ 1,791,925
Accounts payable 785,941 945,873
Accrued expenses 1,570,203 1,409,367
Customer deposits 214,500 200,000
Deferred gain on sale of building, current portion 63,156 -
Mortgage note payable, current portion - 20,486
------------ ------------
Total current liabilities 4,425,725 4,367,651
Deferred gain on sale of building 252,627 -
Mortgage note payable - 1,174,578
------------ ------------
Total liabilities 4,678,352 5,542,229
------------ ------------
Stockholders' equity (deficit):
Preferred stock, par value $.001, 1,000,000 shares authorized:
no shares issued and outstanding in 2001 or 2000 - -
Common stock, par value, $.001, 50,000,000 shares
authorized, issued 19,475,722 in 2001 and 19,366,522 in 2000 19,476 19,367
Additional paid-in capital 47,774,936 47,532,026
Accumulated deficit (47,266,927) (46,494,522)
------------ ------------
Net stockholders' equity 527,485 1,056,871
------------ ------------
Total liabilities and stockholders' equity $ 5,205,837 $ 6,599,100
============ ============
See accompanying notes to consolidated condensed financial statements.
Page 3
Item 1. Financial Statements (continued).
BIOLASE TECHNOLOGY, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
March 31,
----------------------------
2001 2000
----------- -----------
Sales $ 3,082,693 $ 1,527,026
Cost of sales 1,353,732 990,764
----------- -----------
Gross profit 1,728,961 536,262
----------- -----------
Operating expenses:
Sales and marketing 1,596,939 638,026
General and administrative 474,629 400,878
Engineering and development 359,759 513,439
----------- -----------
Total operating expenses 2,431,327 1,552,343
----------- -----------
Loss from operations (702,366) (1,016,081)
Interest income 6,356 7,246
Interest expense (76,395) (23,261)
----------- -----------
Net loss $ (772,405) $(1,032,096)
=========== ===========
Loss per share - basic and diluted $ (0.04) $ (0.06)
=========== ===========
Weighted average shares outstanding 19,430,433 18,015,127
=========== ===========
See accompanying notes to consolidated condensed financial statements.
Page 4
Item 1. Financial Statements (continued).
BIOLASE TECHNOLOGY, INC.
CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
Additional
Preferred Stock Common Stock Paid-in Accumulated
Shares Amount Shares Amount Capital Deficit Total
------ ------ ------ ------ ------------ ------------- -----------
Balance at December 31, 2000 - $ - 19,366,522 $19,367 $47,532,026 $(46,494,522) $1,056,871
Exercise of stock options - - 109,200 109 242,910 - 243,019
Net loss - - - - - (772,405) (772,405)
-------------------------------------------------------------------------------------------------
Balance at March 31, 2001 - $ - 19,475,722 $19,476 $47,774,936 $(47,266,927) $ 527,485
=================================================================================================
See accompanying notes to consolidated condensed financial statements.
Page 5
Item 1. Financial Statements (continued).
- -----------------------------------------
BIOLASE TECHNOLOGY, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31,
---------------------------------
2001 2000
-------------- --------------
Cash flows from operating activities:
Net loss $ (772,405) $ (1,032,096)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization 58,968 26,012
Provision for bad debts 409 -
Provision for inventory excess and obsolescence 4,803 44,046
Changes in operating assets and liabilities:
Accounts receivable (333,814) (381,462)
Inventories 269,079 (184,520)
Prepaid expenses and other assets (7,246) 4,964
Accounts payable (159,932) 185,077
Accrued expenses 160,836 (13,613)
Customer deposits 14,500 -
-------------- --------------
Net cash used by operating activities (764,802) (1,351,592)
-------------- --------------
Cash flows from investing activities:
Additions to property, plant and equipment (12,291) (6,825)
Proceeds from sale of building 1,071,471 -
-------------- --------------
Net cash provided (used) by investing activities 1,059,180 (6,825)
-------------- --------------
Cash flows from financing activities:
Payments on mortgage note payable (5,058) -
Proceeds from issuance of common stock, net - 2,450,516
Proceeds from exercise of stock options and warrants 243,019 1,906,986
-------------- --------------
Net cash provided by financing activities 237,961 4,357,502
-------------- --------------
Increase in cash and cash equivalents 532,339 2,999,085
Cash and cash equivalents at beginning of period 2,001,884 1,180,982
-------------- --------------
Cash and cash equivalents at end of period $ 2,534,223 $ 4,180,067
============== ==============
Supplemental cash flow disclosure:
Cash paid during the period for interest $ 61,137 $ 23,326
============== ==============
Noncash financing activites:
Conversion of accrued costs to note payable $ - $ 428,000
Retirement of mortgage note payable in connection
with the sale of building 1,190,006 -
-------------- --------------
$ 1,190,006 $ 428,000
============== ==============
See accompanying notes to consolidated condensed financial statements.
Page 6
BIOLASE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 2001
Note 1
- ------
The accompanying consolidated condensed financial statements of BioLase
Technology, Inc. (the "Company") have been prepared by the Company without audit
and do not include all disclosures required by generally accepted accounting
principles for complete financial statements. The consolidated condensed balance
sheet at December 31, 2000 was derived from audited financial statements, but
does not include all disclosures required by generally accepted accounting
principles. In the opinion of management, the consolidated condensed financial
statements include all adjustments (consisting of normal recurring adjustments)
necessary for a fair presentation of the financial condition of the Company as
of March 31, 2001 and the results of operations for the three-month period then
ended.
The Company's consolidated condensed financial statements have been
presented on the basis that the Company will continue as a going-concern, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. The Company reported net losses of $3,727,977,
$4,797,137 and $10,346,069 for the years ended December 31, 2000, 1999 and 1998,
respectively, and a net loss of $772,405 for the three-month period ended March
31, 2001 and has an accumulated deficit of $47,266,927 at March 31, 2001. These
recurring losses and the need for continued funding, discussed below, raise
substantial doubt about the Company's ability to continue as a going-concern.
Although management believes the Company is continually strengthening, there is
no assurance that it will continue as a going concern.
The Company remains dependent upon its ability to obtain outside financing
either through the issuance of additional shares of its common or preferred
stock or through borrowings until it achieves sustained profitability through
increased sales and improved product margins. The Company's business continues
to focus on the manufacturing and marketing of its laser-based technologies
incorporated in its newly introduced products, the WaterLase(TM) and the
Twilite(TM) laser systems.
Financing the development of laser-based medical and dental devices and
instruments and the operations of the Company has been achieved principally
through the private placements of preferred and common stock and the exercise of
stock options and warrants. During the three months ended March 31, 2001 and the
three years ended December 31, 2000, the Company raised $243,019 and
$12,135,679, respectively, of net equity funds in this manner.
Based upon the expected increase in sales, the Company believes that it
should have sufficient capital resources to sustain it during the year in
relation to its fiscal year 2001 business plan. Should the Company require
further capital resources in fiscal year 2001 or 2002, it would most likely
address such requirement through a combination of sales of its products, sales
of equity securities through private placements, and/or debt financing. If
circumstances changed, and additional capital was needed, no assurances can be
given that the Company would be able to obtain such additional capital
resources.
If unexpected events occur requiring the Company to obtain additional
capital and it is unable to do so, it then might attempt to preserve its
available resources by deferring the creation or satisfaction of various
commitments, deferring the introduction of various products
Page 7
or entry into various markets, or otherwise scaling back its operations. If the
Company were unable to raise such additional capital or defer certain costs as
described above, such inability would have an adverse effect on the financial
position, results of operations, cash flows and prospects of the Company and
ultimately on its ability to continue as a going-concern. The consolidated
condensed financial statements do not give effect to any adjustments that might
be necessary if the Company were unable to meet its obligations or continue
operations.
Operating results for the three-month period ended March 31, 2001 are not
necessarily indicative of the results to be expected for the year ending
December 31, 2001. These statements should be read in conjunction with the
audited consolidated financial statements and notes thereto included in the
Company's Form 10-K for the year ended December 31, 2000.
Note 2
- ------
Inventories, net of reserves, March 31, 2001 December 31, 2000
consist of the following: (unaudited)
--------- ----------
Raw materials $ 447,723 $ 801,050
Work-in-process and subassemblies 284,401 318,795
Finished goods 215,589 101,750
--------- ----------
$ 947,713 $1,221,595
========= ==========
Note 3
- ------
Property, plant and equipment, March 31, 2001 December 31, 2000
at cost, consist of the following: (unaudited)
--------- ----------
Building $ - $2,004,148
Equipment and computers 371,477 359,186
Furniture and fixtures 215,058 215,058
--------- ----------
Total cost 586,535 2,578,392
Less, accumulated depreciation (243,901) (249,087)
--------- ----------
$ 342,634 $2,329,305
========= ==========
Page 8
Note 4
- ------
Accrued expenses consist
of the following: March 31, 2001 December 31, 2000
(unaudited)
---------- ----------
Accrued payroll and benefits $ 401,145 $ 372,964
Accrued professional fees 57,500 90,000
Accrued legal and settlement costs 141,500 90,750
Accrued warranty 429,790 391,398
Other 540,268 464,255
---------- ----------
$1,570,203 $1,409,367
========== ==========
Note 5
- ------
Long-term debt consists
of the following: March 31, 2001 December 31, 2000
(unaudited)
---------- ----------
Mortgage, prime interest rate plus
0.25% fixed rate for three years,
twenty-year amortization with minimum
monthly installments of $11,382 with
a final payment of $550,205 due
September 1, 2015, collateralized
by a first trust deed on land and
building $ - $1,195,064
Less current portion - (20,486)
---------- ----------
$ - $1,174,578
========== ==========
Note 6
- ------
Basic and diluted loss per share is based on the weighted average number of
common shares outstanding. Potential common stock, which consists of stock
options and warrants, has been excluded from per share calculations, as the
effect of the assumed exercise of this potential common stock is anti-dilutive
at March 31, 2001 and 2000.
Note 7
- ------
In March 2001 the Company entered into a $2,261,477 sale-leaseback
transaction whereby the Company sold and leased back its corporate headquarters
located in San Clemente, California. The result of the sale was a $315,783 gain,
which has been deferred and is being amortized over the five-year lease term.
The related lease is being accounted for as an operating lease. Also, in
connection with the transaction a mortgage payable of $1,190,006 retired. The
minimum lease payments required by the lease over the next five years are as
follows:
2001 $ 67,616
2002 223,488
2003 223,488
2004 223,488
2005 223,488
2006 55,872
-----------
$ 1,017,440
===========
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations.
- --------------
Qualifying Statement With Respect To Forward-Looking Information:
The United States Private Securities Litigation Reform Act of 1995 provides
a "safe harbor" for certain forward-looking statements. Such forward-looking
statements are based upon the current expectations of the Company and speak only
as of the date made. These forward-looking statements involve risks,
uncertainties and other factors. The factors discussed below under "Forward-
Looking Statements" and elsewhere in this Quarterly Report on Form 10-Q are
among those factors that in some cases have affected the Company's historic
results and
Page 9
could cause actual results in the future to differ significantly from the
results anticipated in forward-looking statements made in this Quarterly Report
on Form 10-Q, in future filings by the Company with the Securities and Exchange
Commission, in the Company's press releases and in oral statements made by
authorized officers of the Company. When used in this Quarterly Report on Form
10-Q, the words "estimate," "project," "anticipate," "expect," "intend,"
"believe," "hope," "may" and similar expressions, as well as "will," "shall" and
other indications of future tense, are intended to identify forward-looking
statements.
The following discussion should be read in conjunction with the
consolidated condensed financial statements and notes thereto.
Results of Operations - Three-month period ended March 31, 2001 as compared to
the three-month period ended March 31, 2000:
Sales for the three months ended March 31, 2001 increased $1,555,667, or
102%, to $3,082,693 from the $1,527,026 reported for the same period in 2000.
The increase was due principally to the Company's overall increased marketing
efforts and new product introductions of its WaterLase (TM) soft and hard tissue
laser system and its Twilite (TM) dental diode soft tissue laser system, both
launched in quantity during the third quarter of 2000. The increased marketing
efforts included increases in the Company's sales and marketing infrastructure,
strengthening of growing alliances with various international distributors and
raising customer and patient awareness of the Company's flagship product, the
WaterLase (TM).
Gross profit for the first quarter of 2001 increased $1,192,699, or 222%,
to $1,728,961, or 56% of sales, compared to $536,262, or 35% of sales, for the
first quarter of 2000. The increase in gross profit was due principally to the
increased sales volume allowing for a greater absorption of fixed manufacturing
costs combined with engineered advancements and cost reductions of the Company's
product line.
Operating expenses for the three months ended March 31, 2001 grew to
$2,431,327 compared to $1,552,343 for the same period in 2000, an increase of
$878,984, or 57%. Sales and marketing expense increased $958,913, or 150%,
during the first quarter of 2001 compared to the same period in 2000 due
principally to the Company's expansion of its domestic sales force, its
marketing infrastructure, its advertising through professional journals and
media modalities, and participation in highly recognized dental conventions and
trade shows. General and administrative expense was $474,629 for the first
quarter of 2001 compared to $400,878 for the same period in 2000, an increase of
$73,751, or 18%. The increase was due principally to increases in various
professional and administrative expenses associated with the Company's present
growth. Engineering and development expense was $359,759 for the first quarter
of 2001 compared to $513,439 for the same period in 2000, a decrease of
$153,680, or 30%. The decrease was due principally to the absence of project
expenses associated with the development of the Waterlase and Twilite product
lines during the first quarter of 2001 as the products were under development
during the first quarter of 2000.
Interest income for the three months ended March 31, 2001 was comparable to
the same period in 2000. Interest expense increased $53,134 to $76,395 for the
first quarter of 2001 from $23,261 reported for the same period in 2000. The
increase in interest expense was due principally to the Company's $1,200,000
note related to the purchase of its manufacturing facility in August 2000.
Page 10
The Company's net loss for the first quarter of 2001 was $772,405 or $0.04
per share, compared to $1,032,096, or $0.06 per share, for the same period in
2000. The decrease in the per-share loss for the first quarter of 2001 was
enhanced partially by an 8% increase in weighted average shares outstanding.
Financial Condition
Cash and cash equivalents increased to $2,534,223 at March 31, 2001 from
$2,001,884 at December 31, 2000 due principally to (i) net proceeds of
$1,071,471 received from the sale and lease-back of the Company's manufacturing
facility in March 2001, and (ii) the exercise of certain stock options
generating $243,019 in cash proceeds, offset by cash used by operating
activities aggregating $764,802 and capital expenditures of $12,291.
Accounts receivable increased $333,405 to $1,091,624 at March 31, 2001 from
the $758,219 reported at December 31, 2000. The increase was due principally to
orders shipped during March 2001 for which payments will be received during the
second quarter of 2001.
Inventories, net, at March 31, 2001 were $947,713 compared to $1,221,595 at
December 31, 2000, a decrease of $273,882. The decrease was due principally to
the Company's improved material planning and production forecasting. The Company
believes that its business does not presently operate in a normalized cycle in
which information regarding inventory turns would be meaningful but that such
information will become meaningful once productions and deliveries of the
Company's products are normalized.
Prepaid expenses and other current assets at March 31, 2001 were $187,981,
reflecting an increase of $7,996 from the $179,985 reported at December 31,
2000. The modest increase was due principally to deposits placed for booth space
at dental trade shows that are to be held during 2001.
Current liabilities increased to $4,425,725 at March 31, 2001 from the
$4,367,651 reported at December 31, 2000. Current portion of long-term debt
decreased $20,486 as a result of the sale and lease-back of the Company's
manufacturing facility (retirement of the related mortgage note payable),
replaced by the $63,156 current portion of the deferred gain on such sale.
Accounts payable decreased $159,932 at March 31, 2001 compared to December 31,
2000 due principally to improved inventory management. Accrued expenses
increased $160,836 reflecting higher levels of operating expenses associated
with the Company's growth, principally increased warranty levels.
Net proceeds received from the sale of the Company's manufacturing facility
were $1,071,471, after considering the retirement of the related mortgage note
payable (see "Liquidity and Capital Resources" below). Capital expenditures
during the first three months of 2001 were a modest $12,291. Patents, trademarks
and licenses were comparable to those reported at December 31, 2000, less normal
amortization for the first three months of 2001.
Stockholders' equity decreased to $527,485 at March 31, 2001 from
$1,056,871 at December 31, 2000 due to first quarter loss offset by proceeds of
$243,019 received from the exercise of certain stock options.
Page 11
Liquidity and Capital Resources
The Company remains dependent upon its ability to obtain outside financing
either through the issuance of additional shares of its common or preferred
stock or through borrowings until it achieves sustained profitability through
increased sales and improved product margins. The Company's business continues
to focus on the manufacturing and marketing of its laser-based technologies
incorporated in its newly introduced products, the WaterLase (TM) and the
Twilite (TM) laser systems.
Financing the development of laser-based medical and dental devices and
instruments and the operations of the Company has been achieved principally
through the private placements of preferred and common stock and the exercise
of stock options and warrants. During the three months ended March 31, 2001 and
the three years ended December 31, 2000, the Company raised $243,019 and
$12,135,679, respectively, of net equity funds in this manner.
Based upon the expected increase in sales, the Company believes that it
should have sufficient capital resources to sustain it during the year in
relation to its fiscal year 2001 business plan. Should the Company require
further capital resources in fiscal year 2001 or 2002, it would most likely
address such requirement through a combination of sales of its products, sales
of equity securities through private placements, and/or debt financing. If
circumstances changed, and additional capital was needed, no assurances can be
given that the Company would be able to obtain such additional capital
resources.
If unexpected events occur requiring the Company to obtain additional
capital and it is unable to do so, it then might attempt to preserve its
available resources by deferring the creation or satisfaction of various
commitments, deferring the introduction of various products or entry into
various markets, or otherwise scaling back its operations. If the Company were
unable to raise such additional capital or defer certain costs as described
above, such inability would have an adverse effect on the financial position,
results of operations, cash flows and prospects of the Company and ultimately on
its ability to continue as a going-concern.
At March 31, 2001, the Company had $1,791,925 outstanding under a revolving
credit agreement with a bank. The revolving credit agreement provides for
borrowings of up to $2,500,000 for the financing of inventory and is
collateralized by substantially all of the Company's accounts receivable and
inventories. The interest rate is fixed throughout the term of the credit
agreement and is computed based upon LIBOR plus 0.5% at the time of any
borrowings. At March 31, 2001, the weighted average interest rate on the
outstanding balance was 5.85%. The Company is required to reduce the outstanding
loan balance by an amount equal to the cost of goods sold associated with sales
of inventory upon collection of sales proceeds. The current revolving credit
agreement expires on December 1, 2001 at which point the Company will be
required to either pay any remaining balance of the credit facility or refinance
the credit facility. No assurances can be given that the Company will be able to
refinance the line of credit or that the terms on which it may be able to
refinance the line of credit will be as favorable as the terms of the existing
line. If the Company is unable to refinance and is therefore required to repay
the line of credit, the diversion of resources to that purpose may adversely
affect the Company's operations and financial condition.
In March 2001 the Company entered into a $2,261,477 sale-leaseback
transaction whereby the Company sold and leased back its corporate headquarters
located in San Clemente, California. The result of the sale was a $315,783 gain,
which has been deferred and is being amortized over the five-year lease term.
The related lease is being accounted for as an operating lease. Also, in
connection with the transaction a mortgage payable of $1,190,006 retired.
Page 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
- --------------------------------------------------------------------
Not Applicable
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
- ---------------------------
See Item 3 "Legal Proceedings" included within the Company's Annual Report
on Form 10-K for fiscal year ended December 31, 2000 for information regarding
certain pending legal proceedings.
From time to time, the Company is involved in legal proceedings incidental
to its business. It is management's opinion that pending actions, individually
and in the aggregate, will not have a material adverse effect on the Company's
financial condition, and that adequate provision has been made for the
resolution of such actions and proceedings.
Item 2. Changes in Securities.
- -------------------------------
None
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
Page 13
SIGNATURE PAGE
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.
BIOLASE TECHNOLOGY, INC.
a Delaware Corporation
Date: May 21, 2001 /s/ Jeffrey W. Jones
-------------- ----------------------------------------
Jeffrey W. Jones
President & Chief Executive Officer
Date: May 21, 2001 /s/ Stephen R. Tartamella
-------------- ----------------------------------------
Stephen R. Tartamella
Vice President & Chief Financial Officer
Page 14