- -----------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No.: 0-20101
-----------------------------
URECOATS INDUSTRIES INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3545304
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4100 North Powerline Road, Suite F-1, Pompano Beach, Florida 33073
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(Address of principal executive offices)
(954) 977-5428
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(registrant's telephone number, including area code)
Check whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
--- ---
The number of shares of common Stock, par value $.01 per share, deemed
outstanding as of September 30, 1999 was 72,536,219 shares.
- ------------------------------------------------------------------------------
URECOATS INDUSTRIES INC.
FORM 10-QSB
SEPTEMBER 30, 1999
INDEX
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PAGE
------
PART I - FINANCIAL INFORMATION
- ------------------------------
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of September 30, 1999
and December 31, 1998 ............................................... 3-4
Condensed Consolidated Statements of Operations for the three months
and nine months ended September 30, 1999 and 1998 ................... 5-6
Condensed Consolidated Statements of Cash Flows for the nine months
ended September 30, 1999 and 1998 ................................... 7-8
Notes to Condensed Consolidated Financial Statements................. 9
ITEM 2. MANAGEMENT'S PLAN OF OPERATION ............................. 10-13
PART II - OTHER INFORMATION
- ---------------------------
ITEM 1. LEGAL PROCEEDINGS ......................................... 14
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS ................. 14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES ........................... 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ....... 14
ITEM 5. OTHER INFORMATION ......................................... 15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .......................... 15
SIGNATURES ......................................................... 16
EXHIBIT INDEX ...................................................... 17
Page 2
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------
URECOATS INDUSTRIES INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
------
SEPTEMBER 30, 1999 DECEMBER 31, 1998
------------------ -----------------
(UNAUDITED)
Current Assets:
Cash $ 37,648 $ 102,801
Loans Receivable 25,865 21,042
Prepaid Expenses 29,247 39,535
------------------ -----------------
Total Current Assets 92,760 163,378
------------------ -----------------
Property and Equipment, Net 489,462 207,036
------------------ -----------------
Other Assets:
Deposits 8,341 5,227
Intangibles, Net 1,012,747 997,777
------------------ -----------------
Total Other Assets 1,021,088 1,003,004
------------------ -----------------
Total Assets $ 1,603,310 $ 1,373,418
================== =================
See Accompanying Notes to Condensed Consolidated Financial Statements
Page 3
URECOATS INDUSTRIES INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
(CONTINUED)
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
---------------------------------------
SEPTEMBER 30, 1999 DECEMBER 31, 1998
------------------ -----------------
(UNAUDITED)
Current Liabilities:
Accounts Payable and
Accrued Expense $ 707,393 $ 1,460,515
Loans Payable 120,000 72,752
Notes Payable 141,315 184,453
Due to Related Parties 1,541,625 232,623
------------------ -----------------
Total Current Liabilities 2,510,333 1,950,343
------------------ -----------------
Commitments and Contingencies 557,641 685,114
------------------ -----------------
Stockholders' (Deficit):
Preferred Stock, $1.00 Par
Value, 2,000,000 Shares
Authorized; Series A
Convertible, 750,000 Shares
Authorized; Issued &
Outstanding, 62,500 Shares
Unconverted (Less Offering
Costs of $7,465) 55,035 55,035
Common Stock $.01 Par Value,
100,000,000 shares Authorized;
72,536,219 Shares Issued &
Outstanding, September 30, 1999;
58,992,784 Shares Issued &
Outstanding, December 31, 1998. 725,362 589,928
Additional Paid-In-Capital 17,439,290 15,806,185
Accumulated (Deficit) -
Discontinued Operations (13,380,053) (13,379,285)
Accumulated (Deficit) -
Development Stage Operations (6,304,298) (4,333,902)
------------------ -----------------
Total Stockholders' (Deficit) (1,464,664) (1,262,039)
------------------ -----------------
Total Liabilities and
Stockholders' (Deficit) $ 1,603,310 $ 1,373,418
================== =================
See Accompanying Notes To Condensed Consolidated Financial Statements
Page 4
URECOATS INDUSTRIES INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------
1999 1998
----------------- -----------------
(RESTATED)
Revenues $ -0- $ -0-
----------------- -----------------
Costs and Expenses:
Selling, General and
Administrative 168,347 212,840
Depreciation and Amortization 31,959 4,729
Research and Development 218,137 144,600
----------------- -----------------
Total Costs and Expenses 418,443 362,169
----------------- -----------------
Net (Loss) from Development Stage
Operations (418,443) (362,169)
(Loss) from Discontinued Operations $ (201) $ (1,699,559)
----------------- -----------------
Net (Loss) $ (418,644) $ (2,061,728)
----------------- -----------------
Net (Loss) Per Common Share
Basic
Development Stage Operations $ (0.060) $ (0.007)
Discontinued Operations (0.000) (0.035)
----------------- -----------------
Total $ (0.060) $ (0.042)
----------------- -----------------
Weighted Average Shares Outstanding 72,317,719 49,607,451
----------------- -----------------
Dilutive
Development Stage Operations $ (0.056) $ (0.007)
Discontinued Operations (0.000) (0.035)
----------------- -----------------
Total $ (0.056) (0.042)
----------------- -----------------
Weighted Average Shares Outstanding 74,666,969 49,607,451
----------------- -----------------
See Accompanying Notes to Condensed Consolidated Financial Statements
Page 5
URECOATS INDUSTRIES INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
1999 1998
----------------- -----------------
(RESTATED)
Revenues $ -0- $ -0-
----------------- -----------------
Costs and Expenses:
Selling, General and
Administrative 1,225,742 914,026
Depreciation and Amortization 74,373 11,506
Research and Development 670,281 304,290
----------------- -----------------
Total Costs and Expenses 1,970,396 1,229,822
----------------- -----------------
Net (Loss) from Development Stage
Operations (1,970,396) (1,229,822)
(Loss) from Discontinued Operations $ (769) $ (2,129,201)
----------------- -----------------
Net (Loss) $ (1,971,165) $ (3,359,023)
----------------- -----------------
Net (Loss) Per Common Share
Basic
Development Stage Operations $ (0.030) $ (0.030)
Discontinued Operations (0.000) (0.051)
----------------- -----------------
Total $ (0.030) (0.081)
----------------- -----------------
Weighted Average Shares Outstanding 65,764,502 41,436,482
----------------- -----------------
Dilutive
Development Stage Operations $ (0.030) $ (0.030)
Discontinued Operations (0.000) (0.051)
----------------- -----------------
Total $ (0.030) (0.081)
----------------- -----------------
Weighted Average Shares Outstanding 66,565,002 41,436,482
----------------- -----------------
See Accompanying Notes to Condensed Consolidated Financial Statements
Page 6
URECOATS INDUSTRIES INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
1999 1998
--------------- ---------------
Cash Flows from Operating Activities:
Net (Loss)
Development Stage Operations $ (1,970,396) $ (1,229,822)
Discontinued Operations (769) (2,129,201)
Adjustments to Reconcile Net (Loss)
to Net Cash (Required) by Operating
Activities:
Depreciation and Amortization
Development Stage Operations 74,373 11,506
Discontinued Operations 4,270 17,810
Changes in Assets and Liabilities:
Prepaid Expenses 10,288 (68,833)
Loans Receivables (4,823) (17,422)
Deposits (3,114) (22,279)
Accounts Payable and Accrued
Expenses (753,122) 195,650
Due to Related Parties 1,309,002 52,528
Decrease in Commitments and
Contingencies (127,473) -0-
--------------- ---------------
Net Cash (Required) by
Operating Activities (1,461,764) (3,190,063)
--------------- ---------------
Cash Flows from Investing Activities:
Acquisition of Property & Equipment
Development Stage Operations (360,793) (127,849)
Discontinued Operations
(Acquisition) Write-off of Intangibles
Development Stage Operations (15,245) -0-
Discontinued Operations -0- 1,585,256
--------------- ---------------
Net Cash (Required) by
Investing Activities $ (376,038) 1,457,407
--------------- ---------------
See Accompanying Notes to Condensed Consolidated Financial Statements
Page 7
URECOATS INDUSTRIES INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30,
(CONTINUED)
-------------------------------
1999 1998
--------------- ---------------
(RESTATED)
Cash Flows from Financing Activities:
Proceeds from Issuance of
Common Stock 1,768,539 2,629,883
(Payment) of Notes (43,138) (862,780)
(Decrease)Increase from Loans 47,248 (35,000)
--------------- ---------------
Net Cash Provided by Financing
Activities 1,772,649 1,732,103
--------------- ---------------
Net Increase (Decrease) in Cash
Development Stage Operations (72,544) 6,317
Discontinued Operations 7,391 (6,870)
--------------- ---------------
Net (Decrease) in Cash $ (65,153) $ (553)
=============== ===============
Supplemental Disclosure of
Cash Flow Information:
Non-Cash Financing Activities:
Acquisition of Intangibles $ -0- $ 55,000
Legal Fees 73,160 145,250
Consultant Fees 496,462 507,725
Repayment of Debts 955,652 1,023,358
Employee Compensation 212,375 1,000
--------------- ---------------
Totals $ 1,737,649 $ 1,732,233
=============== ===============
See Accompanying Condensed Consolidated Financial Statements
Page 8
URECOATS INDUSTRIES INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The accompanying unaudited condensed consolidated financial statements
for the three month periods ended September 30, 1999 and 1998, have been
prepared in conformity with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and
Regulation S-B. The financial information as of December 31, 1998, is derived
from the registrant's Form 10-KSB for the year ended December 31, 1998.
Certain information or footnote disclosures normally included in financial
Statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission.
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 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. In the opinion of management, the accompanying financial
statements include all adjustments necessary (which are of a normal and
recurring nature) for the fair presentation of the results of the interim
periods presented. While the registrant believes that the disclosures
presented are adequate to keep the information from being misleading, it is
suggested that these accompanying financial statements be read in conjunction
with the registrant's audited consolidated financial statements and notes for
the year ended December 31, 1998, included in the registrant's Form 10-KSB for
the year ended December 31, 1998.
Operating results for the three month period ended September 30, 1999,
Are not necessarily indicative of the results that may be expected for the
remainder of the fiscal year ending December 31, 1999. The accompanying
unaudited condensed consolidated financial statements: include the accounts
of the registrant and its wholly-owned subsidiaries. All significant inter-
company accounts and transactions have been eliminated in consolidation. The
unaudited condensed consolidated financial statements for the three months
ended September 30, 1998, have been restated to conform with the results
indicated in the December 31, 1998 Form 10-KSB.
NOTE 2 - INTANGIBLES
- --------------------
The registrant evaluates the amortization period of intangibles on an
ongoing basis in light of changes in any business conditions, events or
circumstances that may indicate the potential impairment of intangible assets.
The adoption of Statement of Accounting Standards 121, "Accounting for the
Impairment of Long-Lived Assets to be Disposed Of", and the evaluation by the
registrant, did not have a significant effect on the consolidated financial
position or results of operations of the registrant for the three months ended
September 30, 1999.
Page 9
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
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FORWARD LOOKING STATEMENTS
This Form 10-QSB contains certain forward-looking statements. For this
purpose, any statements contained in this Form 10-QSB that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or the negative or other variations
thereof or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially depending on a
variety of factors.
PLAN OF OPERATION
Urecoats Industries Inc.'s (the "Company") plan of operation for the
next twelve (12) months, through its wholly-owned subsidiary, Urecoats
International, Inc., engaged in the business of acquiring, developing, and
marketing sealant and coating products containing recycled material in their
composition, is to complete prototype development of its spray application
system for its "URECOATS 100" Rubber Sealant Membrane. Management is also
researching the applicability of its formulas and technologies for various
other industries and markets, such as automotive, construction, shipping,
trucking, space, marine, bridge, and military. The Company has set up a
testing, training and laboratory facility, for various research and
development related to the Company's current coating and sealant products.
In October 1997, Urecoats acquired all right, title and interest in two
formulae, including certain technologies for their manufacture and
application. In January 1999, Urecoats began research and development on an
asphalt sealant product, incorporating crumb rubber from recycled tires in
its composition, and a system for spray application of the product, for the
pavement industry ("Asphalt Sealant").
Urecoats also entered into a Consulting Agreement on July 21, 1998,
effective June 1, 1998, with Creative Chemical and Ponswamy Rajalingam, Ph.D.
("Dr. Raja"), the owner and inventor, respectively, of the formulas purchased
by Urecoats International, including certain technologies for their spray
application (collectively referred to as "Raja Agreement"). Dr. Raja is a
dedicated chemist in research and development and commercializing products
incorporating recycled tires and other raw materials in their composition.
The Company also entered into a Consulting Agreement on January 31, 1999,
effective January 1, 1999, with R. Uma Umarani, Ph.D. ("Dr. Umarani"), a
chemist, for the research and development of the Pavement Sealant formula.
The Company established a wholly-owned subsidiary, Urecoats
Technologies, Inc., under the laws of the State of Florida, on July 1, 1999
("Urecoats Technologies"). Urecoats Technologies was formed for the purpose
of conducting existing product enhancements, research and new product
developments, and this foundation may become the operating arm of the
Company's full-fledged manufacturing and distribution facilities worldwide.
By action of the Board of Directors, Dr. Raja and Dr. Umarani, on July 1,
1999, each became a vice president in the Company. The Company is presently
negotiating the terms and conditions of their executive employment agreements.
Page 10
MARKETS AND STRATEGY
The Company focuses on select value-added niche markets in which it can
establish strong market positions and have advantages in product development,
manufacturing and distribution.
The Company has identified the $20 billion Roofing Industry for the
introduction of its URECOATS 100 Rubber Sealant Membrane (RSM) product and the
Pavement Industry for its Asphalt Sealant product.
The Company plans to continue implementation of product development for
value-added end-use applications in higher growth market segments,
particularly sealant and coatings which facilitate recycling and other
environmentally useful sealants and coatings. Management believes the
Company's technologies provide it with advantages in the development of new
products and the penetration of new markets.
The Company intends to pursue strategic acquisitions that will allow it
to establish its market position in targeted markets. Management believes that
the high degree of fragmentation in the adhesives, sealants and coatings
industry will continue to provide suitable acquisition candidates. Potential
acquisition candidates will be evaluated based upon their capacity to enhance
the ability of the Company to: (i) expand its product line; (ii) enhance its
product development capabilities; (iii) market products through new or
expanded distribution channels; and (iv) increase its international presence.
Management believes it has significant opportunities to establish its
products in international markets, to enter developing markets and to
establish new customer relationships. Management also believes: (a) it has
a world class Rubber Sealant Membrane (RSM) that will enhance, support and
change many industries; and (b) many new businesses will be developed out of
the emergence of the Company's Rubber Sealant Membrane (RSM) into the world
markets.
MANUFACTURING, PACKAGING AND DISTRIBUTION
Urecoats plans to handle initial manufacturing, packaging and
distribution of its URECOATS 100 product in-house. Urecoats hired more
personnel, bought computer equipment and software, and leased extra
warehouse space and equipment.
RESEARCH AND DEVELOPMENT
The Company presently conducts research and development activities,
primarily related to products containing recycled materials in their formulas
and spray application systems, through outside consultants and in-house
employees. As mentioned above, Urecoats retained Dr. Umarani, to concentrate
on research and development of an Asphalt Sealant formula, made for the
pavement industry. The goal of the Asphalt Sealant is to develop a sealant
with excellent performance, longer duration and lower cost, as compared to
existing asphalt sealant products in the marketplace today. Urecoats has
completed preliminary development of its Asphalt Sealant formula and prototype
development of a system for spray application of the product.
Page 11
The Company continues to pursue various testing and certification of
its URECOATS 100 Rubber Sealant Membrane (RSM) and Asphalt Sealant products.
Preliminary tests have been performed in-house and through outside testing
agencies, all of which have shown positive results.
The Company expended approximately $218,137 on research and development
of products and spray application systems for the quarter ended September 30,
1999.
PATENTS, TRADEMARKS AND LICENSES
The Company submitted information on its proprietary Rubber Sealant
Membrane (RSM) formula and specially designed spray application system, to
its intellectual property legal counsel, and in August 1998, the formula
became the subject of a utility patent application filed by the Company with
the United States Patent and Trademark Office.
The Company utilizes URECOATS 100 as a trademark name and intends to
market the Rubber Sealant Membrane (RSM) under that name. The Company is
also researching availability of the name "Rubber Sealant Membrane (RSM)",
which will be used for sales and marketing efforts.
The Company is gathering information, collecting data from various
tests, and working closely with its intellectual property legal counsel on
the preparation and expected filing of three additional patent applications,
seeking protection on its prototype spray application systems, for the Rubber
Sealant Membrane (RSM) and Asphalt Sealant products, including the Asphalt
Sealant formula.
YEAR 2000 COMPLIANCE BY THE COMPANY AND OTHERS
Year 2000 compliance concerns the ability of certain computerized
information systems to properly recognize date-sensitive information, such as
invoices for the Company's services, as the year 2000 approaches. Systems that
do not recognize such information could generate erroneous data or cause
systems to fail; this problem may occur as early as calendar year 1999. The
Company has received notifications from various vendors, suppliers, and
equipment manufacturers, of their Year 2000 compliant systems. The Company
also has updated its computer systems and hardware to be Year 2000 compliant.
However, there still remains a slight risk for the Year 2000 compliance of
those with whom the Company does business, primarily third party payors.
Page 12
FINANCIAL CONDITIONS
The Company has suffered losses from discontinued operations resulting
in an accumulated (deficit) of $(13,380,053); and recurring losses from
development stage operations of $(6,304,298).
The Company currently does not have the liquidity or capital resources to
fund Urecoats without raising capital either from borrowing or from the sale
of additional shares of stock. In 1999, the Company borrowed approximately
$1,497,000 from Richard J. Kurtz, the Chairman of the Board and a Director of
the Company; and raised $ 30,000 through the sale of restricted common stock,
for its operations. The Company anticipates raising further financing
through short-term loans and/or sale of additional restricted common stock to
accredited sophisticated investors.
Urecoats put into practice, over the last 90 days, a series of design
changes and equipment enhancements to both of its spray application systems.
The Company is currently planning to spray a parking lot within two weeks and
a roof within 30 days. Over the course of the next 90 days, the Company will
begin releasing more information on its internet website "www.urecoats.com",
including but not limited to test results, market strengths, product profiles,
other pertinent data, and more information on the direction of the Company.
Page 13
PART II - OTHER INFORMATION
---------------------------
ITEM 1. LEGAL PROCEEDINGS
- --------------------------
Refer to the Company's Form 10-KSB for the Year Ended December 31, 1998 for
more information.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
- --------------------------------------------------
The Company is offering up to 20,000,000 shares of its restricted common
stock at a price per share equal to ten cents ($.10) per share ("Shares"), in
a Private Placement commenced on July 1, 1999, pursuant to the exemption under
Rule 505 of the Securities Act of 1933, as amended (the "Act"). The Shares
are being offered to "accredited investors", as such term is defined in
Section 501(a) of Regulation D under the Act.
As of September 30, 1999, 300,000 Shares were sold, amounting to $30,000.
A breakdown of the proceeds are as follows:
Cash Proceeds $ 30,000
------------
Total Proceeds $ 30,000
============
During the quarterly period ended September 30, 1999, the Company issued
restricted common stock, for certain private transactions, in reliance on
Section 4(2) of the Act, as described below:
(a) The Company issued 114,000 shares of restricted common stock, on
behalf of its Urecoats International subsidiary, for consulting services
rendered, of which 60,000 were issued to Ponswamy Rajalingam and 54,000 to
R. Uma Umarani, both of whom are Officers of the Company. These transactions
were valued and recorded at $10,394.
(b) The Company issued 500 shares of restricted common stock, for
employee compensation. This transaction was valued and recorded at $32.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
- ----------------------------------------
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
None
Page 14
ITEM 5. OTHER INFORMATION
- --------------------------
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
(a) EXHIBITS
27.1 FINANCIAL DATA SCHEDULE - SEPTEMBER 30, 1999
27.2 RESTATED FINANCIAL DATA SCHEDULE - SEPTEMBER 30, 1998
(b) REPORTS ON FORM 8-K - None
Page 15
SIGNATURES
----------
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pompano Beach, and State of Florida on
November 12, 1999.
URECOATS INDUSTRIES INC.
(Registrant)
/s/ Larry T. Clemons November 12, 1999
- ---------------------------- -----------------
Larry T. Clemons Date
President and Treasurer
/s/ Michael T. Adams November 12, 1999
- ---------------------------- -----------------
Michael T. Adams Date
Vice President and Secretary
Page 16
EXHIBIT INDEX
-------------
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
27.1 FINANCIAL DATA SCHEDULE - SEPTEMBER 30, 1999
27.2 RESTATED FINANCIAL DATA SCHEDULE - SEPTEMBER 30, 1998
Page 17
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<ARTICLE> 5
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<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
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55035
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