U. S. LABORATORIES
1998
ANNUAL REPORT
Logo
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Logo
U. S. LABORATORIES . . .
Two bar graphs reflecting revenues and income after tax for 1996, 1997,
and 1998.
REVENUES
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$12,000,000 $11,879,948
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$10,000,000
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$8,000,000
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$6,000,000 $4,963,090 $7,766,414
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$4,000,000
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$2,000,000
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$0 1996 1997 1998
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INCOME AFTER TAX
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$700,000
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$600,000
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$500,000 $570,021
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$400,000
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$300,000 $364,156
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$200,000
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$100,000 $152,713
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$0 1996 1997 1998
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Year Ended December 31 1998 1997
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Revenue $11,879,948 $7,766,414
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Income from operations $1,138,328 $857,692
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Net income $570,021 $444,409*
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Earnings per share (diluted) $0.26 $0.17
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*Before Minority Interest and after Tax
...... GROWING FOR OUR FUTURE
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TO OUR STOCKHOLDERS, EMPLOYEES AND CUSTOMERS:
U.S. Laboratories Inc. has accomplished some of its major milestones
this past year. Our goals at the beginning of the year included expanding the
company beyond the $10 million annual sales threshold and to increase earnings
before taxes to over $1 million. We restructured our ownership in order to
solicit a public offering. In addition, we set the framework for all of our
subsidiaries to work together towards a national marketing effort. The
collective efforts of all of our operations netted quite an impressive result
for the 1998 calendar year.
To outline our 1998 achievements:
o 1998 revenue increased 53% to an all time high of $11,879,948.
o Our net profit before taxes increased 56.5% to $1,014,878 marking
5 straight years of profitable operations.
o We acquired Wyman Enterprises and successfully merged it with our
existing San Diego subsidiary.
o We completed three "tuck-in" acquisitions for our New Jersey and
Florida subsidiaries.
o We opened a new subsidiary in Irvine, California that will
service the greater Los Angeles marketplace.
o Since the end of the year, we raised $6 million in new equity by
completing an initial public offering of our stock. A portion of
the proceeds was used to pay the cost of the offering, nearly
eliminate all of our debt and to provide a reserve for working
capital. The remaining funds are to be used for the expansion of
U.S. Laboratories Inc.
o Our employee base has increased to over 200 team members.
o We have increased the protection of our equity by augmenting and
enhancing our insurance coverage at a minimal cost to the
company.
o We have expanded the communication capabilities of the company by
standardizing the financial reporting practices and providing
Internet capabilities to all of our operations.
As a result of successfully completing our initial public offering,
the company is poised to facilitate mergers, acquisitions and consolidations. We
are confident that our formula for success will take us into the 21st century on
an up note. We intend to become a major player in the construction materials
testing and inspection industry. Our proven acquisition program has generated a
history of profitable operations and while we grow we will remain focused on
what has brought success to our company.
As we submit this report for the 1998 calendar year we look forward to
another successful year in 1999 for U.S. Laboratories Inc.
Sincerely,
Dickerson Wright
Chairman of the Board, President and Chief Executive Officer
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BUSINESS
U.S. Laboratories Inc. was founded in 1993 with a view towards
offering quality construction control services. We provide construction
materials testing and inspection services from conception to completion of a
building project. We verify that the project conforms to construction
specifications. We analyze the soil that will be built upon to determine whether
it can hold the proposed structure. We also analyze the structural strength of
the concrete, masonry, and steel materials to be used during construction. We
use universally recognized test procedures and laboratory equipment to perform
the analyses, and all construction in the field is verified by our licensed
inspectors. Our projects involve every type of construction: high-rises,
low-rises, shopping centers, residential, schools, hospitals, bridges, tunnels,
highways, stadiums, airports, military facilities, and many other types of
public and private improvements. We work for government agencies, real estate
developers, general contractors, school districts, and other types of
landowners. U.S. Laboratories Inc. is the parent company of four wholly owned
operational subsidiaries.
The company has recently completed its initial public offering. We
have used the proceeds to pay for the offering, retire debt, create some working
capital and have set aside the balance to expand through the acquisition of
similar inspection and testing operations. We acquire businesses that have a
history of positive performance and have experienced key management personnel
operating the business. This allows us to obtain a foothold in the marketplace
and add competent professionals to our staff. After an acquisition, we
immediately provide executive administrative support in the area of sales, human
resources, and accounting functions. In some cases, the acquisition is
integrated into another of our operating units. Historically, our acquisitions
have contributed increased sales volume, and in many cases without increasing
our fixed costs. This has resulted in substantial increases in our incremental
profit margin.
In addition to growing through acquisitions, we plan to continue to
grow internally by increasing our market share in existing diverse geographical
operations. We also endeavor to balance the percentage of our services provided
between the government sector and private industry. With this diverse
geographical market and customer base, we attempt to insulate ourselves against
economic downturns.
Our strategic goal is to be a leading provider of construction
materials testing and engineering services, geotechnical engineering and
consulting services, and infrastructure engineering services through the
consolidation of independent companies and internal growth. We achieve our
business objectives through strategic acquisitions, emphasis on premium national
accounts, expansion of infrastructure engineering services, the balance of
public sector and private industry clients, expansion of international services,
and expansion of domestic geographic markets.
We believe that the industry for engineering services is fragmented
and that there are opportunities to acquire local engineering services
companies. We believe our expertise in identifying, completing, and integrating
acquisitions provides us with a competitive advantage in entering new
geographical markets. We plan to apply our expertise in assimilating acquired
companies' personnel and branch operations into our existing infrastructure and
expanding acquired companies' service and product offerings to existing clients.
This will strengthen our position as an industry consolidator through
acquisitions that meet our operating, financial, and geographic criteria. Since
1993, we have followed a strategy of controlled growth through acquisitions by
completing three acquisitions in the first half of 1998 and one acquisition in
1996. Since 1993, we have completed a total of five acquisitions. We have also
expanded our service mix by adding building condition surveys, construction
administrative services, and environmental assessment services.
We believe in decentralized operations under the direction of key
executives. With this model we can greatly expand our operations while keeping a
flat organizational structure. We believe that one key executive can efficiently
manage an operation with $10 million in annual sales. Additionally, as each
operating division grows, it will continue to reduce overhead as a percentage of
sales. Further, because we provide ancillary administrative support necessary to
run each division, our division level executives are encouraged to manage these
operations in a more decentralized fashion. Consequently, our division level
managers can react to regional business practices and traditions. We are
committed to future expansion and have targeted the West Coast and the
Mid-Atlantic regions for expansion.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Financial Condition and Results of Operations
Years Ended 1998 and 1997
Revenue. Revenue for the year ended 1998 was $11.88 million, an
increase of 53% over 1997. This increase was due to an internal growth rate of
approximately 10% and 43% through the acquisition of operating units in
California, Florida and New Jersey.
Gross Profit. Gross profit for the year ended 1998 was $5.24 million,
an increase of 59% over 1997. This increase in gross profit was due primarily to
the increase of revenues described above, however, the gross profit margin is up
by approximately 2% over the prior year.
Income Before Provision for Income Taxes and Minority Interest. Income
before provision for income taxes and minority interest in 1998 was $1,014,878,
an increase of 29% over 1997. The profit increased by less than the incremental
increase in gross profit because of the substantial costs associated with the
buildup of staff that is intended to facilitate the consolidations of future
operations. These expenses were incurred in order to prepare the necessary
infrastructure to grow the company successfully.
Interest Expense. Interest expense was $177,231 in 1998, an increase
of 36% over 1997. This increase was due primarily to increased debt associated
with business acquisitions and the use of operating lines of credit.
Net Income before Minority Interest. Net income before minority
interest for 1998 was $570,021, an increase of 28% over 1997. The increase was
due primarily to the increased revenues associated with the ordinary growth of
existing operations and the acquisitions made during 1998.
Liquidity and Capital Resources
During the year ended December 31, 1998, our net cash provided by
operating activities was $443,479, an increase of 66% over the same period in
1997. The increase in fiscal 1998 compared to 1997 was due primarily to our
higher earnings.
We entered into a $1.7 million line of credit with North County Bank
in May 1998. In October 1998, the $1.7 million line of credit was refinanced
into a $1,200,000 note payable and a $500,000 line of credit. The $500,000 line
of credit expires in May 1999. The note payable is due over a sixty-month
period, beginning in January 1999, with principal reductions scheduled at the
rate of $20,000 per month. At December 31, 1997, we had borrowings under other
lines of credit that were paid in full with this new line of credit in May 1998.
This line of credit has been paid in full since the end of 1998.
We also have a line of credit with Bank of America in the amount of
$500,000. Dickerson Wright and his spouse guarantee this line of credit. It is
an unsecured note that is all due in July 2000. The note bears interest at the
prime rate. This line of credit is still in place and has been reduced to a zero
outstanding balance since the end of 1998. We do not intend to use this credit
facility in the future.
We currently intend to use approximately $2.5 million of the proceeds
from our initial public offering to fund acquisitions. Additionally, we intend
to make acquisitions through other financing mechanisms such as notes and other
instruments. Historically, we have been able to make acquisitions with
approximately 20-50% of the purchase price in cash and the balance in
non-interest bearing purchase notes over extended time frames. Although it is
not our intention to use significant amounts of U.S. Laboratories Inc. stock as
consideration while making acquisitions, from time to time it may be necessary
to do so.
3
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We believe that our available cash and cash equivalents as well as
cash generated from operations will be sufficient to meet our cash requirements
for at least the next twelve months. We are, nevertheless, currently negotiating
with a number of lenders to secure credit facilities that can be used to finance
additional acquisitions. During 1999, we intend to actively continue our search
for acquisitions in order to expand our geographical representation and enhance
our technical capabilities.
Year 2000 Compliance
We believe that the software packages we currently use and expect to
use, and those used by our vendors prior to the year 2000, are Year 2000
compliant. We do not expect the financial impact of required modifications to
this software will be material to our financial position, cash flows, or results
of operations.
Inflation
Inflation does not currently affect our operations, and we do not
expect inflation to affect them in the foreseeable future.
4
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
U.S. Laboratories Inc.
San Diego, California
We have audited the accompanying consolidated balance sheet of U.S. Laboratories
Inc. and subsidiaries as of December 31, 1998, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
two years in the period ended December 31, 1998. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of U.S. Laboratories
Inc. and subsidiaries as of December 31, 1998, and the consolidated results of
their operations and their cash flows for each of the two years in the period
ended December 31, 1998 in conformity with generally accepted accounting
principles.
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
April 7, 1999
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U.S. LABORATORIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 1998
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ASSETS
Current assets
Cash $ 121,782
Accounts receivable, net of allowance for doubtful
accounts of $38,241 3,290,353
Work-in-process 254,782
Prepaid expenses and other current assets 45,602
-----------
Total current assets 3,712,519
Furniture and equipment, net of accumulated
depreciation and amortization of $783,695 748,059
Excess cost over fair value of net assets acquired,
net of accumulated amortization of $442,481 1,637,427
Deferred offering costs 552,738
Other assets 217,984
Total assets $ 6,868,727
===========
The accompanying notes are an integral part of these consolidated financial
statements.
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U.S. LABORATORIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (Continued)
December 31, 1998
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Book overdraft $ 125,635
Lines of credit 697,744
Current portion of long-term debt 132,048
Current portion of capitalized lease obligations 12,498
Current portion of notes payable 515,000
Accounts payable 581,738
Accrued payroll and payroll taxes 222,641
Due to stockholder 81,461
Deferred income tax 1,123,606
Income tax payable 162,708
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Total current liabilities 3,655,079
Long-term debt, net of current portion 211,383
Capitalized lease obligations, net of current portion 5,580
Notes payable, net of current portion 1,165,000
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Total liabilities 5,037,042
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Commitments and contingencies
Stockholders' equity
Preferred stock, $0.01 par value
5,000,000 shares authorized
none issued and outstanding -
Common stock, $0.01 par value
50,000,000 shares authorized
2,200,000 shares issued and outstanding 22,000
Additional paid-in capital 970,252
Retained earnings 839,433
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Total stockholders' equity 1,831,685
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Total liabilities and stockholders' equity $ 6,868,727
===========
The accompanying notes are an integral part of these consolidated financial
statements.
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U.S. LABORATORIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31,
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1998 1997
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Revenue $11,879,948 $ 7,766,414
Cost of goods sold 6,641,110 4,476,952
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Gross profit 5,238,838 3,289,462
Selling, general, and administrative expenses 4,100,510 2,431,770
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Income from operations 1,138,328 857,692
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Other income (expense)
Interest expense (177,231) (130,605)
Interest income 9,252 7,277
Other income 27,795 100,000
Other expense - (100,000)
Gain on sale of furniture and equipment 4,094 4,912
Rental income 12,640 25,160
Gain on sale of minority interest - 25,229
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Total other income (expense) (123,450) (68,027)
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Income before provision for income taxes and
minority interest 1,014,878 789,665
Provision for income taxes 444,857 345,256
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Income before minority interest 570,021 444,409
Minority interest - (80,253)
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Net income $ 570,021 $ 364,156
========== ==========
Basic income per share $ 0.26 $ 0.17
========== ==========
Diluted income per share $ 0.26 $ 0.17
========== ==========
Weighted-average shares outstanding 2,200,000 2,200,000
========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
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<TABLE>
<CAPTION>
U.S. LABORATORIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Years Ended December 31,
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Retained
Additional Earnings
Common Stock Paid-In (Accumulated
Shares Amount Capital Deficit) Total
--------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Balance, December
31, 1996 1,709,858 $ 17,099 $ 380,901 $ (94,744) $ 303,256
Net income 364,156 364,156
--------- ---------- --------- --------- ----------
Balance, December
31, 1997 1,709,858 17,099 380,901 269,412 667,412
Issuance of common
stock in exchange
for shares held by
minority interest
holders 490,142 4,901 589,351 594,252
Net income 70,021 570,021
--------- ---------- --------- --------- ----------
Balance, December
31, 1998 2,200,000 $ 22,000 $ 970,252 $ 839,433 $1,831,685
========= ========== ========= ========= ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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U.S. LABORATORIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
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1998 1997
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Cash flows from operating activities
Net income $ 570,021 $ 364,156
Adjustments to reconcile net income to net cash
provided by operating activities
Amortization 110,754 84,724
Depreciation 215,660 181,552
Gain on sale of furniture and equipment - (4,912)
Recovery of expenses - (100,000)
Minority interest - 80,253
Distributions to minority interests - (20,000)
Gain on sale of subsidiary stock - 9,771
Deferred income tax 444,857 275,918
(Increase) decrease in
Accounts receivable (1,065,457) (750,149)
Work in process (73,010) 24,826
Prepaid expenses 31,797 21,008
Other assets (63,573) (63,486)
Increase (decrease) in
Accounts payable 267,698 49,476
Accrued payroll and payroll taxes 34,817 46,362
Other accrued expenses (30,085) (1,251)
Income tax payable - 69,338
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Net cash provided by operating activities 443,479 267,586
----------- ----------
Cash flows from investing activities
Purchase of furniture and equipment (196,259) (83,798)
Proceeds from sale of furniture and equipment - 34,291
Investment in Wyman Enterprises, Inc., net of
cash acquired (296,729) -
Investment in Professional Services Industries, Inc. (13,900) -
Investment in Jupiter, Division of Fraser
Engineering & Testing, Inc. (35,000) -
----------- ----------
Net cash used in investing activities (541,888) (49,507)
----------- ----------
The accompanying notes are an integral part of these consolidated financial
statements.
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U.S. LABORATORIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
For the Years Ended December 31,
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1998 1997
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Cash flows from financing activities
Increase (decrease) in book overdraft $ 116,245 $ (69,095)
Line of credit, net 15,907 322,229
Due to stockholders, net (502,820) (130,421)
Payments on long-term debt (115,507) (97,660)
Payments on capitalized lease obligations (9,021) -
Payments on notes payable - (149,000)
Deferred offering costs (552,738) -
Increase in notes payable 1,230,000 -
Due from Wyman Testing Laboratories, Inc. (56,007) -
--------- ---------
Net cash provided by (used in)
financing activities 126,059 (123,947)
--------- ---------
Net increase in cash 27,650 94,132
Cash, beginning of year 94,132 -
--------- ---------
Cash, end of year $ 121,782 $ 94,132
========= =========
Supplemental disclosures of cash flow information
Interest paid 177,231 $ 130,605
========== =========
Income taxes paid $ 2,064 $ 2,000
========== =========
Supplemental schedule of non-cash investing and financing activities
During the years ended December 31, 1998 and 1997, the Company acquired an
automobile and trucks of $225,897 and $124,469, respectively, under note payable
agreements.
During the year ended December 31, 1997, the Company recovered expenses in the
amount of $100,000 and reduced the note payable to the sellers (see Note 14).
On January 1, 1998, the Company issued 490,142 shares of the Company's common
stock to minority interest holders in exchange for all of their shares in the
subsidiaries. In connection with the purchase, the Company recorded additional
goodwill of $194,924.
The accompanying notes are an integral part of these consolidated financial
statements.
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U.S. LABORATORIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31,
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NOTE 1 - ORGANIZATION AND BUSINESS
U.S. Laboratories Inc. and subsidiaries (collectively, the "Company")
offers engineering and design services, project management, construction
quality control, structural engineering and design, environmental
engineering and inspection, and testing. The Company has facilities in
California, New Jersey, and Florida and grants credit to customers in those
states.
Acquisitions
------------
In January 1998, the Company purchased all of the shares held by minority
stockholders in its subsidiaries for $533,052. The Company issued an
aggregate of 439,664 shares of common stock in exchange for the purchase
price. The shares were valued using a method similar to previous Company
acquisitions. The Company recorded $194,924 in excess of cost over fair
value of net assets acquired which is being amortized on a straight-line
basis over fifteen years.
On March 25, 1998, Wyman Testing Laboratories, Inc. ("Wyman"), a
majority-owned subsidiary of U.S. Laboratories Inc., acquired certain
assets and liabilities of Wyman Enterprises, Inc. The purchase price for
the assets was $830,620. The purchase price was paid as follows: (i)
$300,000 cash paid upon the closing, (ii) $468,993 notes payable issued to
the stockholders of Wyman Enterprises, Inc., and (iii) 50,478 shares of
U.S. Laboratories Inc.'s common stock issued to a stockholder of Wyman
Enterprises, Inc. valued at $61,200, using a method similar to previous
company acquisitions. Wyman recorded $511,200 in excess of cost over fair
value of net assets acquired which is being amortized on a straight-line
basis over fifteen years. For financial statement purposes, the acquisition
occurred on March 31, 1998. The assets acquired were as follows:
Cash $ 22,690
Accounts receivable 577,681
Prepaids 29,985
Furniture and equipment 96,952
Goodwill 511,200
Liabilities (407,888)
------------
Total $ 830,620
============
Subsequent to the year ended December 31, 1998, the Company agreed to give
Wyman Enterprises, Inc. an additional $31,007 relating to the purchase
price and $71,904 of accounts receivable. Upon this agreement, the Company
recorded additional goodwill of $102,911.
In May 1998, Wyman merged into San Diego Testing Engineers, Inc., a
majority-owned subsidiary of the Company, which is the surviving
corporation. Each share of Wyman was converted into one-half share of the
surviving corporation.
In May 1998, the Company acquired certain equipment of Professional
Services Industries, Inc. ("PSI") for a purchase price of $13,900 which has
been paid.
In May 1998, the Company acquired certain equipment of Jupiter, Division of
Fraser Engineering & Testing, Inc. ("Jupiter") for a purchase price of
$35,000 which has been paid.
The accompanying notes are an integral part of these consolidated financial
statements.
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U.S. LABORATORIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31,
- --------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of U.S.
Laboratories Inc. and its subsidiaries. All material intercompany accounts
and transactions have been eliminated.
Cash and Cash Equivalents/Book Overdraft
----------------------------------------
For purposes of the statements of cash flows, the Company considers all
highly-liquid investments purchased with original maturities of three
months or less to be cash equivalents. Book overdraft represents the bank
balance at period end, plus deposits in transit, less outstanding checks.
Furniture and Equipment
-----------------------
Furniture and equipment, including equipment under capital leases, are
recorded at cost, less accumulated depreciation and amortization.
Depreciation and amortization are provided using the straight-line method
over the estimated useful lives as follows:
Automobile and trucks 3 to 5 years
Furniture and fixtures 5 to 7 years
Office hardware and software 5 years
Machinery and equipment 5 to 7 years
Leasehold improvements 5 years
Maintenance, repairs, and minor renewals are expensed as incurred.
Expenditures for additions and major improvements are capitalized. Gains
and losses on disposals are included in the statements of operations.
Intangibles
-----------
Intangibles consist of goodwill which is being amortized over a
fifteen-year period. The Company continually evaluates whether events or
circumstances have occurred that indicate the remaining estimated value of
goodwill may not be recoverable. When factors indicate that the value of
goodwill may be impaired, the Company estimates the remaining value and
reduces the goodwill to that amount.
Deferred Offering Costs
-----------------------
Amounts paid for costs associated with an anticipated initial public
offering ("IPO") are capitalized and will be recorded as a reduction to
additional paid-in capital upon the completion of the IPO. The IPO was
completed in March 1999.
Revenue Recognition
-------------------
Revenue from services performed, including fixed-price and unit-price
contracts, is recorded as earned over the lives of the contract. Revenue
from services is recognized when services have been performed and accepted.
At the time a loss or a contract becomes known, the entire amount of the
estimated ultimate loss is recognized in the financial statements. The
Company has not experienced any material losses on these contracts.
Advertising
-----------
The Company expenses advertising costs as incurred. Advertising costs for
the years ended December 31, 1998 and 1997 were $42,882 and $15,699,
respectively.
The accompanying notes are an integral part of these consolidated financial
statements.
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U.S. LABORATORIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31,
- --------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
------------
The Company utilizes Statement of Financial Accounting Standards ("SFAS")
No. 109, "Accounting for Income Taxes," which requires the recognition of
deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements
or tax returns. Under this method, deferred income taxes are recognized for
the tax consequences in future years of differences between the tax bases
of assets and liabilities and their financial reporting amounts at each
year-end based on enacted tax laws and statutory tax rates applicable to
the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred
tax assets to the amount expected to be realized. The provision for income
taxes represents the tax payable for the period and the change during the
period in deferred tax assets and liabilities.
Stock Split
-----------
Effective May 30, 1998, the Company effected a 20,324-for-one stock split
and on November 9, 1998, effected a one-for-0.8413 reverse stock split. The
options and warrants to acquire common stock were unaffected by the reverse
stock split. All share and per share data have been retroactively restated
to reflect the stock split.
Estimates
---------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the
financial statements, as well as the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
Fair Value of Financial Instruments
-----------------------------------
For certain of the Company's financial instruments, including cash,
accounts receivable, accounts payable, and other accrued expenses, the
carrying amounts approximate fair value due to their short maturities. The
amounts shown for long-term debt and capital lease obligations also
approximate fair value because current interest rates and terms offered to
the Company for similar long-term debt and capital lease obligations are
substantially the same.
Concentrations of Risk
----------------------
The Company sells products and provides contract services to construction
companies and the military, primarily in California, New Jersey, and
Florida. It also extends credit based on an evaluation of the customer's
financial condition, generally without requiring collateral. Exposure to
losses on receivables is principally dependent on each customer's financial
condition. The Company monitors its exposure for credit losses and
maintains allowances for anticipated losses.
Net Income Per Share
--------------------
For the year ended December 31, 1998, the Company adopted SFAS No. 128,
"Earnings per Share." Basic earnings per share is computed by dividing net
income to common stockholders by the weighted-average number of common
shares outstanding.
Diluted earnings per share is computed similar to basic earnings per share
except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were
dilutive.
The accompanying notes are an integral part of these consolidated financial
statements.
14
<PAGE>
U.S. LABORATORIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31,
- --------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Comprehensive Income
--------------------
For the year ended December 31, 1998, the Company adopted SFAS No. 130,
"Reporting Comprehensive Income." This statement establishes standards for
reporting comprehensive income and its components in a financial statement.
Comprehensive income as defined includes all changes in equity (net assets)
during a period from non-owner sources. Examples of items to be included in
comprehensive income, which are excluded from net income, include foreign
currency translation adjustments and unrealized gains and losses on
available-for-sale securities. Comprehensive income is not presented in the
Company's financials statements since the Company did not have any of the
items of comprehensive income in any period presented.
Recently Issued Accounting Pronouncements
-----------------------------------------
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," is effective for financial statements with fiscal years
beginning after June 15, 1999. SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging
activities. The Company does not expect adoption of SFAS No. 133 to have a
material effect, if any, on its financial position or results of
operations.
SFAS No. 134, "Accounting for Mortgage-Backed Securities Retained after the
Securitization of Mortgage Loans Held for Sale by a Mortgage Banking
Enterprise," is effective for financial statements with the first fiscal
quarter beginning after December 15, 1998. The Company does not expect
adoption of SFAS No. 134 to have a material effect, if any, on its
financial position or results of operations.
SFAS No. 135, "Rescission of FASB Statement No. 75 and Technical
Corrections," is effective for financial statements with fiscal years
beginning February 1999. This statement is not applicable to the Company.
NOTE 3 - CASH
The Company maintains cash deposits at banks located in California,
Florida, and New Jersey. Deposits at each bank are insured by the Federal
Deposit Insurance Corporation up to $100,000. As of December 31, 1998,
uninsured portions of balances held at banks aggregated to $53,778. The
Company has not experienced any losses in such accounts and believes it is
not exposed to any significant credit risk on cash.
The accompanying notes are an integral part of these consolidated financial
statements.
15
<PAGE>
U.S. LABORATORIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31,
- --------------------------------------------------------------------------------
NOTE 4 - FURNITURE AND EQUIPMENT
Furniture and equipment at December 31, 1998 consisted of the following:
Automobile and trucks $ 621,719
Furniture and fixtures 291,199
Office hardware and software 91,918
Machinery and equipment 423,846
Leasehold improvements 103,072
----------
1,531,754
Less accumulated depreciation and amortization 783,695
----------
Total $ 748,059
==========
Depreciation and amortization expense for the years ended December 31, 1998
and 1997 was $215,660 and $181,552, respectively.
NOTE 5 - LINES OF CREDIT
Amounts due on the lines of credit at December 31, 1998 are as follows:
In May 1998, the Company entered into a
$1,700,000 line of credit with a bank,
maturing on May 1, 1999. Interest is payable
on a monthly basis at prime (7.75% at
December 31, 1998). The maximum advance rate
is 75% of accounts receivable aged 90 days or
less. The line is guaranteed by a UCC-1
financing statement, covering a majority of
the Company's assets, dated May 27, 1998, and
personally guaranteed by the majority
stockholder. In November 1998, the Company
refinanced the line of credit into a
$1,200,000 note payable (see Note 7) and
remaining $500,000 as a line of credit with
the above terms. $ 413,160
In July 1998, the Company entered into a
$500,000 line of credit with a bank, payable
upon demand, but no later than July 1, 2000.
Interest is payable on a monthly basis at the
bank's reference rate. A portion of the line
is guaranteed by the majority stockholder and
the majority of the Company's assets. 284,584
----------
Total $ 697,744
==========
The accompanying notes are an integral part of these consolidated financial
statements.
16
<PAGE>
U.S. LABORATORIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31,
- --------------------------------------------------------------------------------
NOTE 6 - LONG-TERM DEBT
Long-term debt at December 31, 1998 consisted of the following:
Notes payable to Toyota Motor Credit Corporation,
collateralized by applicable equipment. The
notes are currently due in aggregate monthly
payments of $448 including interest from
9.19% to 11.9% per annum. $ 3,132
Notes payable to General Motors Credit
Corporation, collateralized by applicable
equipment. The notes are currently due in
aggregate monthly payments of $3,694
including interest from 7.95% to 13.5% per
annum. 122,825
Notes payable to Barnett Bank, collateralized by
applicable equipment. The notes are currently
due in aggregate monthly payments of $3,911
including interest from 7.74% to 10.74% per
annum. 83,734
Notes payable to Ford Motor Credit Corporation,
collateralized by applicable equipment. The
notes are currently due in aggregate monthly
payments of $4,366 including interest from
7.99% to 12.66% per annum. 133,740
----------
343,431
Less current portion 132,048
----------
Long-term portion $ 211,383
==========
The following is a schedule by years of future
maturities of long-term debt:
Year Ending
December 31,
------------
1999 $ 132,048
2000 74,160
2001 75,571
2002 50,277
2003 10,105
Thereafter 1,270
----------
Total $ 343,431
==========
The accompanying notes are an integral part of these consolidated financial
statements.
17
<PAGE>
U.S. LABORATORIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31,
- --------------------------------------------------------------------------------
NOTE 7 - NOTES PAYABLE
Notes payable consisted of the following at December 31, 1998.
Notepayable to stockholder of Wyman Enterprises,
Inc. in connection with the acquisition. The
amount is to be paid in four annual
installments of $37,500 beginning March 25,
1999. Subsequent to the IPO, $37,500 was
paid. $ 150,000
Note payable to stockholder of Wyman Enterprises,
Inc. in connection with the acquisition. The
amount is to be paid in four annual
installments of $37,500 beginning March 25,
1999 with one lump sum payment of $150,000
due at the earlier of October 1, 1999, or the
30 days following the IPO. Subsequent to the
IPO, $187,500 was paid. 300,000
Note payable to stockholders of Wyman Enterprises,
Inc. in connection with the acquisition. The
amount is payable upon demand and
non-interest bearing. Subsequent to the IPO,
the total amount was paid. 50,000
Notepayable to bank starting January 1999. The
note was interest only through December 31,
1998 at the prime rate. The amount is to be
paid in monthly installments of $20,000, plus
interest at the prime. The note is secured by
substantially all of the Company's assets and
personally guaranteed by the majority
stockholder. Subsequent to the IPO, the total
amount was paid. 1,180,000
----------
1,680,000
Less current portion 515,000
Long-term portion $1,165,000
==========
The following is a schedule by years of future
maturities of notes payable:
Year Ending
December 31,
------------
1999 $ 515,000
2000 315,000
2001 315,000
2002 315,000
2003 220,000
----------
Total $1,680,000
==========
The accompanying notes are an integral part of these consolidated financial
statements.
18
<PAGE>
U.S. LABORATORIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31,
- --------------------------------------------------------------------------------
NOTE 8 - RELATED PARTY TRANSACTIONS
Due to Stockholder
------------------
At December 31, 1998, the Company had amounts due to the majority
stockholder of $81,461. The amounts are non-interest bearing and are
payable upon demand.
Stockholder Management Fees
---------------------------
During the year ended December 31, 1998 and 1997, the Company expensed
$92,052 and $181,067, respectively, in management fees to a stockholder.
The management fees are based upon 5% of net sales of a subsidiary.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
Leases
------
The Company has entered into non-cancelable operating leases for its
corporate offices and facilities in California, New Jersey, and Florida.
The Company has the option to extend certain leases.
Future minimum rental commitments under lease agreements with initial or
remaining terms of one year or more at December 31, 1998 are as follows:
Year Ending
December 31,
------------
1999 $ 275,000
2000 231,000
2001 167,000
2002 116,000
2003 39,000
----------
Total $ 828,000
==========
Rent expense was approximately $301,598 and $316,685 for the years ended
December 31, 1998 and 1997, respectively.
Capitalized Lease Obligations
-----------------------------
Upon the acquisition of Wyman Enterprises, Inc., the Company assumed three
capitalized lease obligations. The agreements are payable in aggregate
monthly payments of principal and interest of $1,477, expiring through May
2000. The agreements are collateralized by applicable equipment.
Litigation
----------
The Company is involved in certain legal proceedings and claims which arise
in the normal course of business. Management does not believe that the
outcome of these matters will have a material adverse effect on the
Company's consolidated financial position or results of operations.
Employment Agreements
---------------------
In May 1998, the Company entered into three-year employment agreements with
certain key employees of the Company. The agreements require aggregate
monthly payments of approximately $59,000.
The accompanying notes are an integral part of these consolidated financial
statements.
19
<PAGE>
U.S. LABORATORIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31,
- --------------------------------------------------------------------------------
NOTE 9 - COMMITMENTS AND CONTINGENCIES (Continued)
Incentive Programs
------------------
In July 1998, the Company entered into incentive program agreements with
certain members of Company management. The agreements call for bonuses of
3% and 7% of pre-tax profits based upon the Company's performance.
Additionally, up to 5% of individual subsidiary pre-tax profits may be
distributed to employees based on performance of those subsidiaries. As of
December 31, 1998, accrued bonuses amounted to $40,000, which were paid in
1999.
NOTE 10 - PROFIT SHARING PLAN
The Company has a voluntary profit sharing plan which covers substantially
all eligible full-time employees who meet the plan requirements. Annual
employer contributions are based on a years of service vesting schedule.
Employer contributions for the years ended December 31, 1998 and 1997 were
$19,525 and $26,900, respectively.
NOTE 11 - INCOME TAXES
A reconciliation of the expected income tax computed using the federal
statutory income tax rate to the Company's effective income tax rate for
the years ended December 31 is as follows:
1998 1997
---- ----
Income tax computed at federal statutory tax rate 34.0% 34.0%
State taxes, net of federal benefit 5.6 6.5
Non-deductible goodwill amortization and other 4.2 3.2
----- ----
Total 43.8% 43.7%
===== =====
Significant components of the Company's deferred tax assets and liabilities
for income taxes for the year ended December 31, 1998 consisted of the
following:
Deferred tax assets
Accrued payroll and other expenses $ 333,978
Net operating loss 15,010
State taxes 74,372
----------
423,360
----------
Deferred tax liabilities
Accounts receivable 1,366,155
Work-in-progress 105,785
Depreciation 11,334
Other - property 63,692
----------
1,546,966
----------
Net deferred tax liability $(1,123,606)
==========
The accompanying notes are an integral part of these consolidated financial
statements.
20
<PAGE>
U.S. LABORATORIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31,
- --------------------------------------------------------------------------------
NOTE 11 - INCOME TAXES (Continued)
The components of the income tax provision for the years ended December 31
are as follows:
1998 1997
------------- -------------
Current
Federal $ - $ 58,938
State 800 10,400
------------- -------------
800 69,338
------------- -------------
Deferred
Federal 357,000 214,302
State 87,057 61,616
------------- -------------
444,057 275,918
------------- -------------
Total $ 444,857 $ 345,256
============= =============
NOTE 12 - STOCK OPTION PLAN
In July 1998, the Board of Directors adopted and approved the 1998 Stock
Option Plan (the "Option Plan") under which a total of 500,000 shares of
common stock have been reserved for issuance. Options under this plan may
be granted to employees, officers, directors, and consultants of the
Company. The exercise price of the options is determined by the Board of
Directors, but the exercise price may not be less than 100% of the fair
market value on the date of grant. Options vest over periods not to exceed
five years. In July 1998, the Company had 395,000 stock options outstanding
at an exercise price ranging from $5.00 to $5.50 per share, of which
238,632 stock options were exercisable.
In November 1998, the Company cancelled all of its outstanding options, and
the Board of Directors approved the grant of 395,000 stock options at an
exercise price ranging from $6.00 to $6.60 per share, of which 238,632
stock options are exercisable. The Board of Directors also approved the
grant of an additional 62,500 options to various employees under the plan.
The Company has adopted only the disclosure provisions of SFAS No. 123. It
applies Accounting Principles Bulletin ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations in accounting
for its plans and does not recognize compensation expense for its
stock-based compensation plans other than for restricted stock and
options/warrants issued to outside third parties. If the Company had
elected to recognize compensation expense based upon the fair value at the
grant date for awards under its plan consistent with the methodology
prescribed by SFAS No. 123, the Company's net income and earnings per share
would be reduced to the pro forma amounts indicated below for the years
ended December 31, 1998 and 1997:
1998 1997
----------- -----------
Net income
As reported $ 570,021 $ 364,156
Pro forma $ 25,455 $ 364,156
Basic earnings per common share
As reported $ 0.26 $ 0.17
Pro forma $ 0.01 $ 0.17
The accompanying notes are an integral part of these consolidated financial
statements.
21
<PAGE>
U.S. LABORATORIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31,
- --------------------------------------------------------------------------------
NOTE 12 - STOCK OPTION PLAN (Continued)
These pro forma amounts may not be representative of future disclosures
because they do not take into effect pro forma compensation expense related
to grants made before 1995. The fair value of these options was estimated
at the date of grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions for the year ended December 31,
1998. (There were no options granted during the year ended December 31,
1997.): dividend yield of 0%, expected volatility of 0%, risk-free interest
rate of 4.3%, and expected life of three years. The weighted-average fair
value of options granted during the year ended December 31, 1998 for which
the exercise price equals the market price on the grant date was $4.16, and
the weighted-average exercise price was $6.00. The weighted-average fair
value of options granted during the year ended December 31, 1998 for which
the exercise price was greater than the market price on the grant date was
$4.07, and the weighted-average exercise price was $6.60.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting
restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions including the
expected stock price volatility. Because the Company's employee stock
options have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of the
fair value of its employee stock options.
The following summarizes the stock option transactions under the stock
option plan:
Weighted-
Stock Average
Options Exercise
Outstanding Price
----------- ---------
Balance, December 31, 1997 - $ -
Granted 395,000 $ 6.22
----------
Balance, December 31, 1998 395,000 $ 6.22
==========
Exercisable, December 31, 1998 238,632 $ 6.08
==========
The weighted-average remaining contractual life of the options is two years
at December 31, 1998.
NOTE 13 - WARRANTS
In July 1998, the Board of Directors approved the grant of 150,000 stock
warrants to certain employees of the Company. The warrants entitle the
holder to purchase Company common stock at a price of $5.00 per share. The
warrants are exercisable the earlier of (i) the date on which the closing
price of a share of the Company's common stock as reported on the NASDAQ
Small-Cap Market is greater than $12.00 or (ii) the date on which the
audited consolidated earnings for the fiscal year ending December 31, 1998,
or any fiscal year thereafter, are at least twice the base period earnings
of $841,041. The warrants expire upon termination or November 9, 2003.
The accompanying notes are an integral part of these consolidated financial
statements.
22
<PAGE>
U.S. LABORATORIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31,
- --------------------------------------------------------------------------------
NOTE 13 - WARRANTS (Continued)
In November 1998, the Company cancelled all of its outstanding warrants,
and the Board of Directors approved the grant of 150,000 stock warrants to
certain employees of the Company. The warrants entitle the holder to
purchase Company common stock at a price of $6.00 per share. The warrants
are exercisable the earlier of (i) the date on which the closing price of a
share of the Company's common stock as reported on the NASDAQ Small-Cap
Market is greater than $12.00 or (ii) the date on which the audited
consolidated earnings for the fiscal year ending December 31, 1998, or any
fiscal year thereafter, are at least twice the base period earnings of
$841,041. The warrants expire upon termination or November 9, 2003.
NOTE 14 - OTHER INCOME (EXPENSE)
On January 31, 1994, U.S. Laboratories Inc. purchased 80% of Professional
Engineering & Inspection Company, Inc. ("PEICO") for a purchase price of
$1,500,000. The purchase price was paid as follows: $750,000 cash paid upon
the closing, and the remaining $750,000 payable $250,000 per year starting
January 31, 1995. In 1997, certain liabilities arose after the sale of
PEICO, which were recoverable from the sellers by the Company. The Company
negotiated with the sellers a reduction of $100,000 in the final payment
due to the sellers.
NOTE 15 - YEAR 2000 ISSUE
The Company is conducting a comprehensive review of its computer systems to
identify the systems that could be affected by the Year 2000 Issue and is
developing an implementation plan to resolve the Issue.
The Issue is whether computer systems will properly recognize
date-sensitive information when the year changes to 2000. Systems that do
not properly recognize such information could generate erroneous data or
cause a system to fail. The Company is dependent on computer processing in
the conduct of its business activities.
Based on the review of the computer systems, management does not believe
the cost of implementation will be material to the Company's financial
position and results of operations.
NOTE 16 - SUBSEQUENT EVENTS
In March 1999, the Company completed an IPO in which it sold 1,000,000
shares of common stock at $6.00 per share. Gross proceeds from the sale
were $6,000,000.
The accompanying notes are an integral part of these consolidated financial
statements.
23
<PAGE>
Directors and Officers
Board of Directors
Dickerson Wright, P.E. - Chief Executive Officer, President and Chairman of the
Board of U.S. Laboratories Inc. and Chairman of the Board for San Diego Testing
Engineers, Inc., Los Angeles Testing Engineers, Inc., Professional Engineering &
Inspection Company, Inc. and U.S. Engineering Laboratories Inc. Member of the
Audit and Compensation Committees.
Gary H. Elzweig - Executive Vice President of U.S. Laboratories Inc. and
President and Member of the Board of Directors of Professional Engineering &
Inspection Company, Inc.
Martin B. Lowenthal - Executive Vice President of U.S. Laboratories Inc. and
President, Secretary and Member of the Board of Directors of U.S. Engineering
Laboratories Inc.
James D. Wait - Secretary, Treasurer and Chief Financial Officer of U.S.
Laboratories Inc. and Member of the Board for San Diego Testing Engineers, Inc.,
Los Angeles Testing Engineers, Inc., Professional Engineering & Inspection
Company, Inc. and U.S. Engineering Laboratories Inc.
Donald C. Alford - Executive Vice President and Director of Acquisitions of U.S.
Laboratories Inc. and member of the Board of Directors for San Diego Testing
Engineers, Inc. and Los Angeles Testing Engineers, Inc.
Mark Baron - Executive Vice President of U.S. Laboratories Inc. and President,
Secretary and Member of the Board of San Diego Testing Engineers, Inc.
Thomas H. Chapman - Former President of San Diego Testing Engineers, Inc. as
well as a member of its Board of Directors.
Robert E. Petersen - President of Asset Management Group and past Senior Vice
President and Chief Financial Officer of Collings Development Co and Vice
President of La Jolla Development Co. Member of the Audit and Compensation
Committees.
James L. McCumber - Chairman, Chief Executive Officer and founder of McCumber
Golf. Member of the Audit Committee.
Noel Schwartz - Retired President-Laboratory Services Division and past member
of the Board of Directors of United States Testing Company. Member of the
Compensation Committee.
Irvin Fuchs - Retired President - Engineering Services Division and past member
of the Board of Directors of United States Testing Company.
Officers
Dickerson Wright - Chief Executive Officer and President
Gary H. Elzweig - Executive Vice President
Martin Lowenthal - Executive Vice President
Donald Alford - Executive Vice President
Mark Baron - Executive Vice President
James D. Wait - Secretary, Treasurer and Chief Financial Officer
24
<PAGE>
Stockholder Information
EXECUTIVE OFFICES
U.S. Laboratories Inc. Professional Engineering & U.S. Engineering
7895 Convoy Court, Suite 18 Inspection Company, Inc. Laboratories Inc.
San Diego, California 92111 4350 West Sunrise Blvd, 103D 903 E. Hazelwood Ave
619-715-5800 Plantation, Florida 33313 Rahway, New Jersey 07065
619-715-5810 Facsimile
San Diego Testing Los Angeles Testing
Engineers, Inc. Engineers, Inc.
7895 Convoy Court, Suite 18 17905 Skypark Circle, Suite A
San Diego, California 92111 Irvine, California 92614
AUDITORS INVESTOR RELATIONS
Singer Lewak Greenbaum & Goldstein LLP The Miller Group
10960 Wilshire Blvd., Suite 1100 4909 East McDowell Road
Los Angeles, California 90024 Phoenix, Arizona 85008
602-225-0504
MARKET FOR THE COMPANY'S COMMON STOCK
U.S. Laboratories Inc. stock and warrants are traded on the Nasdaq SmallCap
Market under the symbols USLB and USLBW respectively.
REGISTRAR AND TRANSFER AGENT ANNUAL MEETING
North American Transfer Co. June 19, 1999
147 W. Merrick Road The Mandalay Bay Resort
Freeport, New York 11520 Las Vegas Blvd., Las Vegas, Nevada
516-379-8501 10:30 A.M.
SECURITY HOLDER INFORMATION
At May 3, 1999 there were approximately 600 stockholders of record of the
Company's Common Stock. The Company believes that this represents approximately
600 beneficial owners.
The following table shows the high and low closing prices by month since the
inception of trading, February 23, 1999.
Common Stock (USLB) Warrants (USLBW)
Week Ended High Low High Low
February 26, 1999 6.00 5.00 1.13 0.88
March 5, 1999 5.19 3.75 1.19 0.75
March 12, 1999 4.88 3.19 1.06 0.88
March 19, 1999 4.50 3.75 1.00 0.69
March 26, 1999 4.63 3.13 1.00 0.75
April 2, 1999 4.06 3.69 0.81 0.56
April 9, 1999 4.00 3.00 0.63 0.38
April 16, 1999 3.75 2.88 0.69 0.38
April 23, 1999 3.38 2.88 0.63 0.38
April 30, 1999 3.44 3.06 0.63 0.44
May 7, 1999 3.63 3.25 0.75 0.56
25
<PAGE>
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