<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities and Exchange Act of 1934
October 22, 1999
------------------------------------------------
Date of Report (Date of earliest event reported)
HANGER ORTHOPEDIC GROUP, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 0-10670 84-0904275
- ---------------------------- ----------- ---------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
Two Bethesda Metro Center, Suite 1300, Bethesda, Maryland 20814
(Address of principal executive offices) (zip code)
----------------------------------------------------------------------
</TABLE>
Registrant's telephone number, including area code: (301) 986-0701
--------------
7700 Old Georgetown Road, Bethesda, Maryland
----------------------------------------------------------------------
(Former Address)
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
-----------------------------------------------------
(a) Financial Statements of Businesses Acquired.
--- -------------------------------------------
On July 15, 1999, Hanger Orthopedic Group, Inc. ("Hanger") filed a Form 8-K
reporting its acquisition of NovaCare Orthotics and Prosthetics, Inc. ("NovaCare
O&P") and including NovaCare O&P financial statements for its fiscal years ended
June 30, 1997 and 1998 (audited) and nine-month periods ended March 31, 1998 and
1999 (unaudited).
The purpose of this Form 8-K is to file audited financial statements of
NovaCare O&P for its fiscal year ended June 30, 1999, which will be incorporated
by reference into Hanger's Registration Statement on Form S-4 (File No.
33-85045) relating to an exchange offer for its 11 1/4% Senior Subordinated
Notes due 2009. Attached hereto are (i) NovaCare O&P consolidated balance
sheet, dated June 30, 1999, (ii) NovaCare O&P consolidated statement of
operations, consolidated statement of net investment and consolidated statement
of cash flows for the fiscal year ended June 30, 1999, and (iii) the report of
independent accountants and notes to the NovaCare O&P financial statements.
2
<PAGE>
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.
Date: October 22, 1999 HANGER ORTHOPEDIC GROUP, INC.
By: /s/ Richard A. Stein
------------------------
Richard A. Stein
Vice-President-Finance,
Secretary and Treasurer
3
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Page
----
NovaCare Orthotics and Prosthetics, Inc.:
Report of Independent Accountants................... F-1
Consolidated balance sheet dated June 30, 1999...... F-2
Consolidated statement of operations for the
fiscal year ended June 30, 1999................... F-3
Consolidated statement of net investment for the
fiscal year ended June 30, 1999................... F-4
Consolidated statement of cash flows for the
fiscal year ended June 30, 1999................... F-5
Notes to consolidated financial statements.......... F-6
4
<PAGE>
Report of Independent Accountants
To the Board of Directors and
Shareholder of NovaCare
Orthotics and Prosthetics, Inc.
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, net investment and of cash flows present
fairly, in all material respects, the financial position of NovaCare Orthotics
and Prosthetics, Inc. and its subsidiaries ("the Company") at June 30, 1999, and
the results of their operations and their cash flows for the year ended June 30,
1999, in conformity with generally accepted accounting principles. 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 audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
October 13, 1999
F-1
<PAGE>
NovaCare Orthotics and Prosthetics, Inc. and Subsidiaries
(A Wholly-owned Subsidiary of NovaCare, Inc.)
Consolidated Balance Sheet
June 30, 1999
- -------------------------------------------------------------------------
(In thousands)
<TABLE>
<CAPTION>
1999
<S> <C>
Assets
Current assets:
Accounts receivable, net of allowance of $8,700 $58,327
Inventories 32,312
Deferred income taxes 2,525
Other current assets 3,102
---------
Total current assets 96,266
Property and equipment, net 13,479
Excess cost of net assets acquired, net 258,894
Other assets, net 2,540
---------
$371,179
---------
Liabilities and NovaCare, Inc. Net Investment
Current liabilities:
Current portion of financing arrangements-third parties $12,383
Accounts payable and accrued expenses-related party 94,592
Accounts payable and accrued expenses-third parties 29,252
--------
Total current liabilities 136,227
Financing arrangements, net of current portion - third parties 24,922
Deferred income taxes 5,156
Other 1,220
--------
Total liabilities 167,525
Commitments and contingencies
NovaCare, Inc. net investment 203,654
--------
$371,179
--------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
F-2
<PAGE>
NovaCare Orthotics and Prosthetics, Inc. and Subsidiaries
(A Wholly-owned Subsidiary of NovaCare, Inc.)
Consolidated Statement of Operations
For the Year Ended June 30, 1999
- -------------------------------------------------------------------------
(In thousands)
<TABLE>
<CAPTION>
1999
<S> <C>
Net revenues $278,820
Cost of services 223,409
------------
Gross profit 55,411
Selling, general and administrative expenses 15,971
Selling, general and administrative expenses
allocated from related party 17,015
Provision for uncollectible accounts 10,332
Amortization of excess cost of net
assets acquired 7,430
------------
Income from operations 4,663
Interest expense-related party (5,891)
Interest expense-third parties (2,811)
Royalty expense-related party (12,583)
Minority interest (200)
------------
Loss before income tax benefit (16,822)
Income tax benefit (3,400)
------------
Net loss $(13,422)
------------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
F-3
<PAGE>
NovaCare Orthotics and Prosthetics, Inc. and Subsidiaries
(A Wholly-owned Subsidiary of NovaCare, Inc.)
Consolidated Statement of Net Investment
For the Year Ended June 30, 1999
- ------------------------------------------------------------------------
(In thousands)
<TABLE>
<S> <C>
Balance at June 30, 1998 $99,490
Net contributions from NovaCare, Inc. 117,586
Net loss (13,422)
------------
Balance at June 30, 1999 $203,654
------------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
F-4
<PAGE>
NovaCare Orthotics and Prosthetics, Inc. and Subsidiaries
(A Wholly-owned Subsidiary of NovaCare, Inc.)
Consolidated Statement of Cash Flows
For the Year Ended June 30, 1999
- --------------------------------------------------------------------
(In thousands)
<TABLE>
<CAPTION>
1999
<S> <C>
Cash flows from operating activities:
Net loss $(13,422)
Adjustments to reconcile net loss to
net cash flows provided by operating activities:
Depreciation and amortization 11,741
Provision for uncollectible accounts 10,332
Minority interest 200
Deferred income taxes (302)
Changes in assets and liabilities
Accounts receivable (12,707)
Inventories 5,667
Other current assets 1,024
Accounts payable and accrued expenses -
third parties 5,564
Other, net (1,302)
------------
Net cash flows provided by operating activities 6,795
------------
Cash flows from investing activities:
Payments for businesses acquired (9,289)
Additions to property and equipment (4,804)
------------
Net cash flows used in investing activities (14,093)
------------
Cash flows from financing activities:
Payment of long-term debt and credit
arrangements - third parties (14,359)
Net advances from related party 19,698
------------
Net cash flows provided by financing activities 5,339
------------
Net decrease in cash and cash equivalents (1,959)
Cash and cash equivalents, beginning of year 1,959
------------
Cash and cash equivalents, end of year $ -
------------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
F-5
<PAGE>
NovaCare Orthotics and Prosthetics, Inc. and Subsidiaries
(A Wholly-owned Subsidiary of NovaCare, Inc.)
Notes to Consolidated Financial Statements
June 30, 1999
- --------------------------------------------------------------------------------
(In thousands)
1. Summary of Significant Accounting Policies
Nature of Operations
NovaCare Orthotics and Prosthetics, Inc. (the "Company") is a wholly owned
subsidiary of NovaCare, Inc. (the "Parent"). The Company provides clinical
services to patients including the design, fitting, fabrication and
servicing of orthotic and prosthetic devices. Orthotic devices are used to
provide external support, correction or protection to patients suffering
from musculoskeletal conditions. Prosthetic devices are artificial limbs
used by patients who have suffered the loss of a limb as a result of
vascular diseases, diabetes, cancer, or trauma.
Basis of Presentation
The financial statements of the Company include the consolidated financial
position, results of operations, and cash flows of the Company. The
Parent's historical cost basis of assets and liabilities has been reflected
in the Company's financial statements. The financial information in these
financial statements is not necessarily indicative of results of
operations, financial position and cash flows that would have occurred if
the Company had been a separate stand-alone entity during the periods
presented or of future results.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company,
its majority-owned subsidiaries and companies effectively controlled
through management agreements. All significant intercompany accounts and
transactions between the Company and its subsidiaries have been eliminated.
The Company recognizes a minority interest in its Balance Sheet and
Statement of Operations for the portion of majority-owned subsidiaries
attributable to its minority owners.
Use of 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
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Cash and Cash Equivalents
The Company considers its holdings of highly liquid debt and money-market
instruments to be cash equivalents if the securities mature within 90 days
from the date of acquisition. These investments are carried at cost, which
approximates fair value.
Net Revenues
Net revenues are reported at the net realizable amounts from customers
and third-party payors. Net revenues generated directly from Medicare
and Medicaid reimbursement programs represented 35% of the Company's
consolidated net revenues for the year ended June 30, 1999.
F-6
<PAGE>
NovaCare Orthotics and Prosthetics, Inc. and Subsidiaries
(A Wholly-owned Subsidiary of NovaCare, Inc.)
Notes to Consolidated Financial Statements
June 30, 1999
- --------------------------------------------------------------------------------
(In thousands)
Inventories
Inventories consist of customized orthotic and prosthetic merchandise held
for sale, work in process and raw materials and are carried at the lower of
cost or market. Cost of inventories is determined by the first-in,
first-out method.
Property and Equipment
Property and equipment are stated at cost. Depreciation is provided on a
straight-line basis over the estimated useful lives of the assets, which
range principally from three to seven years for property and equipment and
30 to 40 years for buildings. Leasehold improvements are amortized over the
lesser of the lease term or the asset's estimated useful life. Property and
equipment also include external and incremental internal costs incurred to
develop major business systems.
Excess Cost of Net Assets Acquired
Assets and liabilities acquired in connection with business combinations
accounted for under the purchase method are recorded at their respective
fair values. Deferred taxes have been recorded to the extent of the
difference between the fair value and the tax basis of the assets acquired
and liabilities assumed. The excess of the purchase price over the fair
value of net assets acquired, including the recognition of applicable
deferred taxes, consists of non-compete agreements, customers lists, and
goodwill and is amortized on a straight-line basis over the estimated
useful lives of the assets which range from five to 40 years.
Effective July 1, 1997, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of", which
establishes accounting standards for the impairment of long-lived assets,
certain identified intangible assets and goodwill related to those assets
to be held and used and for long-lived assets and certain intangible assets
to be disposed of. In accordance with SFAS No. 121, the Company reviews the
realizability of long-lived assets, certain intangible assets and goodwill
whenever events or circumstances occur which indicate recorded cost may not
be recoverable. The Company also reviews the overall recoverability of
goodwill based primarily on estimated future undiscounted cash flows.
If the expected future cash flows (undiscounted) are less than the carrying
amount of such assets, the Company recognizes an impairment loss for the
difference between the carrying amount of the assets and their estimated
fair value. In estimating future cash flows for determining whether an
asset is impaired, and in measuring assets that are impaired, assets are
grouped by geographic region.
Other Assets
Other assets consist principally of acquired patents, and security
deposits.
Income Taxes
The Company records deferred tax assets and liabilities for the expected
future tax consequences of events that have been recognized in the
Company's financial statements or tax returns in accordance with SFAS No.
109. See further discussion of income tax transactions with the Parent in
Note 2.
F-7
<PAGE>
NovaCare Orthotics and Prosthetics, Inc. and Subsidiaries
(A Wholly-owned Subsidiary of NovaCare, Inc.)
Notes to Consolidated Financial Statements
June 30, 1999
- --------------------------------------------------------------------------------
(In thousands)
2. Related Party Transactions
As a NovaCare, Inc. subsidiary, the Company entered into several
arrangements where other NovaCare, Inc. subsidiaries charged fees for
services that those subsidiaries provided to the Company.
Upon a change of control of the Company, certain of these arrangements may
be voided and the Company will no longer be subject to these fees. The
Company will, however, be responsible for obtaining independent financing
and will incur selling, general and administrative expenses related to the
provision of these services.
The following is a listing of the related party transactions reflected in
the historical financial statements of the Company.
Trademarks
The Company is charged a royalty fee equal to a percentage of revenues for
the use of the "NovaCare" name and trademark. Fees are paid to the Parent
on a quarterly basis in accordance with the trademark agreement. As of
April 1, 1999, the trademark agreement was terminated and the Company was
no longer charged a fee for the use of the "NovaCare" name and trademark.
Advances and Financing Arrangements
The Company participated in the Parent's centralized cash management system
to finance operations and acquisitions. The Company's cash deposits are
transferred to the Parent on a daily basis. The Parent funds the Company's
disbursement bank accounts as required. When disbursements exceed deposits,
the Parent advances the difference to the Company through an interest-free
accrued liability account. Assuming a LIBOR plus 1.5% borrowing rate, which
approximates the Parent's borrowing rate, interest expense on net advances
from the Parent would have been approximately $7,141 for the year ended
June 30, 1999.
In addition, certain advances from the Parent to the Company were funded
through a line of credit arrangement. The annual interest rate on the line
of credit was the prime rate of the Parent's lending bank plus 1.5% on the
daily outstanding balance. Interest due to the Parent was paid quarterly in
accordance with the loan agreement. As of April 1, 1999, the line of credit
was satisfied by contribution of the balance under the line of credit to
net investment by the Parent, and the loan agreement was terminated.
Noncash contributions to net investment during the year ended June 30, 1999
were $117,586 and represent noncash financing activities.
F-8
<PAGE>
NovaCare Orthotics and Prosthetics, Inc. and Subsidiaries
(A Wholly-owned Subsidiary of NovaCare, Inc.)
Notes to Consolidated Financial Statements
June 30, 1999
- -----------------------------------------------------------------------------
(In thousands)
Allocated Selling, General and Administrative
The Parent has historically provided leased office space at the Parent's
headquarters and certain selling, general and administrative services to
the Company including shared management, legal, information systems,
finance, and human resources. These expenses were allocated to the Company
based on net revenues, specific utilization, or other methods which
management of the Company believes to be reasonable.
The expenses allocated to the Company for these services are not
necessarily indicative of the expenses that would have been incurred if the
Company had been a separate, independent entity that had managed these
functions or if the Company contracted for these services with an
independent third party.
Income Taxes
The Company is included in the consolidated Federal income tax return of
the Parent. All tax payments are made by the Parent on behalf of the
Company. The Company includes the liability for tax payments in its accrued
liability account with the Parent. Current and deferred tax expense,
included in these statements, was calculated as if the Company had filed
separate income tax returns.
Under a tax sharing agreement with the Parent, the Company is entitled to
the tax benefits, attributable to the Company's losses, which are used in
the Parent's consolidated return.
Benefits and Payroll Service Fees
The Company contracted with NovaCare Employee Services, Inc. (NCES), to
provide payroll and benefit management administration. Under the agreement,
NCES is reimbursed for all payroll and related benefit costs in addition to
an administrative fee. Administrative fees incurred, related to this
agreement were $6,638 for the year ended June 30, 1999. This amount is
included in selling, general and administrative expenses allocated from
related party. Additionally, payroll and related benefits expense disbursed
by NCES for the Company approximated $2,415 for the year ended June 30,
1999.
3. Acquisition Transactions
There were no acquisitions during the year ended June 30, 1999. During the
years ended June 30, 1998 and 1997, the Company acquired 42 and 33
businesses, respectively.
F-9
<PAGE>
NovaCare Orthotics and Prosthetics, Inc. and Subsidiaries
(A Wholly-owned Subsidiary of NovaCare, Inc.)
Notes to Consolidated Financial Statements
June 30, 1999
- ------------------------------------------------------------------------------
(In thousands)
Information with respect to businesses acquired in purchase transactions
was as follows:
<TABLE>
<CAPTION>
<S> <C>
As of June 30,
1999
Excess cost of net assets acquired $287,041
Less: accumulated amortization 28,147
-------------
$258,894
-------------
</TABLE>
Certain purchase agreements require additional payments if specific
financial targets are met. Aggregate contingent payments in connection with
these acquisitions at June 30, 1999 of approximately $15,910 have not been
included in the initial determination of cost of the businesses acquired
since the amount of such contingent consideration that may be paid in the
future, if any, is not presently determinable. In connection with
businesses acquired in prior years, the Company paid $8,526 in cash for the
year ended June 30, 1999.
4. Inventories
Inventories consisted of the following:
<TABLE>
<CAPTION>
<S> <C>
As of June 30,
1999
Materials and supplies $17,028
Work in process 12,376
Finished goods 2,908
-------------
$32,312
-------------
</TABLE>
F-10
<PAGE>
NovaCare Orthotics and Prosthetics, Inc. and Subsidiaries
(A Wholly-owned Subsidiary of NovaCare, Inc.)
Notes to Consolidated Financial Statements
June 30, 1999
- --------------------------------------------------------------------------
(In thousands)
5. Property and Equipment
The components of property and equipment were as follows:
<TABLE>
<CAPTION>
As of June 30,
1999
<S> <C>
Land and buildings $477
Property, equipment and furniture 18,984
Leasehold improvements 10,665
-----------
30,126
Less: accumulated depreciation 16,647
-----------
$13,479
-----------
</TABLE>
Depreciation expense, including depreciation expense allocated by the
Parent, for the year ended June 30, 1999 was $4,311.
6. Accounts Payable and Accrued Expenses - Third Parties
Accounts payable and accrued expenses are summarized as follows:
<TABLE>
<CAPTION>
As of June 30,
1999
<S> <C>
Accounts payable $10,498
Accrued compensation and benefits 8,968
Accrued contingent purchase price 4,761
Accrued interest 1,632
Other 3,393
-----------
$29,252
-----------
</TABLE>
F-11
<PAGE>
NovaCare Orthotics and Prosthetics, Inc. and Subsidiaries
(A Wholly-owned Subsidiary of NovaCare, Inc.)
Notes to Consolidated Financial Statements
June 30, 1999
- --------------------------------------------------------------------------
(In thousands)
7. Financing Arrangements
Financing arrangements consisted of the following:
<TABLE>
<CAPTION>
As of June 30,
1999
<S> <C>
Subordinated promissory notes (6% to 9%),
payable through 2007 $36,491
Other 814
-----------
37,305
Less: Current portion 12,383
-----------
$24,922
-----------
</TABLE>
Subordinated promissory notes consist primarily of notes to former owners
of businesses acquired. Carrying value of the notes approximates fair
value.
The Company also had financing arrangements with a related party comprising
a line of credit with NovaCare, Inc. (See Note 2).
At June 30, 1999, aggregate annual maturities of financing arrangements
were as follows for the next five fiscal years and thereafter:
<TABLE>
<CAPTION>
June 30,
<S> <C>
2000 $12,383
2001 10,019
2002 7,980
2003 5,252
2004 252
Thereafter 1,419
-----------
$37,305
-----------
</TABLE>
Interest paid on debt during 1999 was $9,151.
8. Leases
The Company rents office and clinical space, transportation and therapy
equipment under non-cancelable operating leases.
F-12
<PAGE>
NovaCare Orthotics and Prosthetics, Inc. and Subsidiaries
(A Wholly-owned Subsidiary of NovaCare, Inc.)
Notes to Consolidated Financial Statements
June 30, 1999
- --------------------------------------------------------------------------
(In thousands)
Future minimum lease commitments for all non-cancelable operating leases as
of June 30, 1999 are as follows:
<TABLE>
<CAPTION>
Operating
June 30, Leases
<S> <C>
2000 $10,492
2001 8,175
2002 5,551
2003 3,022
2004 1,299
Thereafter 712
-------
Total minimum lease payments $29,251
-------
</TABLE>
Rent expense was approximately $14,153 for the year ended June 30, 1999.
9. Income Taxes
The components of income tax (benefit) expense were as follows:
<TABLE>
<CAPTION>
Year Ended
June 30,
1999
<S> <C>
Current:
Federal $ (3,223)
State 125
-----------
(3,098)
-----------
Deferred:
Federal (236)
State (66)
-----------
(302)
-----------
$ (3,400)
-----------
</TABLE>
F-13
<PAGE>
NovaCare Orthotics and Prosthetics, Inc. and Subsidiaries
(A Wholly-owned Subsidiary of NovaCare, Inc.)
Notes to Consolidated Financial Statements
June 30, 1999
- --------------------------------------------------------------------------
(In thousands)
The components of net deferred tax assets (liabilities) as of June 30,
1999 were as follows:
<TABLE>
<CAPTION>
As of June 30,
1999
<S> <C>
Accruals and reserves not currently deductible
for tax purposes $2,099
Other 426
-----------
Gross deferred tax assets 2,525
-----------
Depreciation and capital leases (5,156)
-----------
Gross deferred tax liabilities (5,156)
-----------
Net deferred tax liability $ (2,631)
-----------
</TABLE>
The reconciliation of the expected tax benefit (computed by applying the
Federal statutory tax rate to income before income taxes) to actual tax
benefit was as follows:
<TABLE>
<CAPTION>
Year Ended
June 30,
1999
<S> <C>
Expected federal income tax benefit $(5,888)
State income taxes, less federal benefit 81
Non-deductible nonrecurring items 56
Non-deductible amortization of excess
cost of net assets acquired 1,738
Other, net 613
-----------
$(3,400)
-----------
</TABLE>
F-14
<PAGE>
NovaCare Orthotics and Prosthetics, Inc. and Subsidiaries
(A Wholly-owned Subsidiary of NovaCare, Inc.)
Notes to Consolidated Financial Statements
June 30, 1999
- --------------------------------------------------------------------------
(In thousands)
10. Benefit Plans
Retirement Plans
Through the Parent, the Company participates in defined contribution 401(k)
plans covering substantially all of its employees. The Company's portion of
contributions made to the plans by the Parent for the year ended June 30,
1999 was $823.
Stock Option Plans
Certain employees of the Company participate in the Parent's stock option
plans. Under the plans, substantially all options are granted for a term of
up to 10 years at prices equal to the fair market value at the date of
grant. Upon a change of control, options vest immediately and no further
liability would accrue to either the Company or the Parent.
11. Commitments and Contingencies
The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business, including a claim of $10 million related
to alleged contingent additional payments under a business purchase
agreement. In the opinion of management, the amount of ultimate liability,
if any, with respect to these actions will not have a materially adverse
effect on the financial position, liquidity or results of operations of the
Company.
12. Year End Adjustment
As a result of a physical inventory, the Company recorded a fourth quarter
adjustment of approximately $13.5 million, reducing inventory and
increasing cost of services. Book inventory amounts during the year were
determined based on a cost of services estimate established at the time of
the prior physical inventories.
13. Subsequent Events
The Company was acquired by Hanger Orthopedic Group, Inc. on July 1, 1999.
F-15
