SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
Mark One:
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-27324
SYNAPTIC PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2859704
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
215 College Road
Paramus, NJ 07652
(Address of principal executive offices) (Zip Code)
(201) 261-1331
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
As of November 1, 2000, there were 10,935,772 shares of the registrant's Common
Stock outstanding.
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SYNAPTIC PHARMACEUTICAL CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30,2000
PART I. FINANCIAL INFORMATION
Page
----
Item 1. Financial Statements 1
Balance Sheets at September 30, 2000 and December 31, 1999 1
Statements of Operations and Comprehensive Income (Loss) for
the three months ended September 30, 2000 and 1999, and for the
nine months ended September 30, 2000 and 1999 2
Statements of Cash Flows for the nine months ended
September 30, 2000 and 1999 3
Notes to Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
(i)
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SYNAPTIC PHARMACEUTICAL CORPORATION
BALANCE SHEETS
(in thousands, except share information)
ASSETS
September 30, December 31,
2000 1999
---------- -----------
(Unaudited) (Audited)
Current assets:
Cash and cash equivalents $ 1,930 $ 6,236
Revenue receivable under license agreement 2,500 --
Marketable securities--current maturities 13,033 6,471
Other current assets 1,038 847
------- -------
Total current assets 18,501 13,554
Property and equipment, net 4,961 5,186
Marketable securities 16,916 29,436
Patent and patent application costs,
net of accumulated amortization 312 574
------- -------
$40,690 $48,750
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 493 $ 486
Accrued liabilities 518 525
Accrued compensation 261 386
Deferred revenue 719 --
------- -------
Total current liabilities 1,991 1,397
Deferred rent obligation 489 247
Stockholders' equity:
Preferred Stock, $.01 par value; authorized--
1,000,000 shares; issued--none -- --
Common Stock, $.01 par value; authorized--
25,000,000 shares; issued and outstanding--
10,848,199 shares in 2000 and 10,764,661 shares
in 1999; 108 108
Additional paid-in capital 99,239 98,719
Accumulated other comprehensive income--
net unrealized losses on securities (411) (791)
Accumulated deficit (60,726) (50,930)
------- -------
Total stockholders' equity 38,210 47,106
------- -------
$40,690 $48,750
======= =======
See notes to financial statements.
1
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SYNAPTIC PHARMACEUTICAL CORPORATION
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except share and per share information)
(Unaudited)
For the three months For the nine months
ended September 30, ended September 30,
2000 1999 2000 1999
------- ------- ------- -------
Revenues:
Contract revenue $ 319 $ 314 $ 804 $ 1,801
License revenue 2,584 -- 2,667 --
------- ------- ------- -------
Total revenues 2,903 314 3,471 1,801
Expenses:
Research and development 3,866 3,614 10,545 11,414
General and administrative 1,440 1,209 4,278 3,707
------- ------- ------- -------
Total expenses 5,306 4,823 14,823 15,121
------- ------- ------- -------
Loss from operations (2,403) (4,509) (11,352) (13,320)
Other income, net:
Interest income 489 622 1,623 2,052
Gain on sale of securities -- -- -- 2
Other (84) -- (67) --
------- ------- ------- -------
Other income, net 405 622 1,556 2,054
------- ------- ------- -------
Net loss $(1,998) $(3,887) $(9,796) $(11,266)
======= ======= ======= =======
Comprehensive loss:
Net loss $(1,998) $(3,887) $(9,796) $(11,266)
Unrealized gains (losses)
arising during period 310 48 380 (425)
Less: Reclassification
adjustment for gains
included in net income -- -- -- (12)
------- ------- ------- -------
Comprehensive loss $(1,688) $(3,839) $(9,416) $(11,703)
======= ======= ======= =======
Basic and diluted net loss
per share $(0.18) $(0.36) $(0.90) $(1.05)
====== ====== ====== ======
Shares used in
computation of basic
and diluted net loss
per share 10,848,045 10,743,161 10,825,552 10,737,861
========== ========= ========== ==========
See notes to financial statements.
2
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SYNAPTIC PHARMACEUTICAL CORPORATION
STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
For the nine months
ended September 30,
2000 1999
------- -------
Operating activities:
Net loss $(9,796) $(11,266)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 1,143 1,201
Amortization of premiums on securities 351 354
Deferred rent obligation 242 164
Amortization of deferred compensation -- 46
Gain on sale of securities -- (2)
Loss on sale of fixed asset 100 80
Changes in operating assets and liabilities:
Increase in revenue receivable under
license agreement (2,500) --
(Increase) decrease in other current assets (191) 722
Decrease in accounts payable,
accrued liabilities and accrued compensation (125) (813)
Increase (decrease) in deferred revenue 719 (83)
------- -------
Net cash used in operating activities (10,057) (9,597)
Investing activities:
Sale or maturity of investments 5,987 18,624
Purchase of investments -- (16,349)
Purchases of property and equipment (826) (706)
Proceeds from sale of equipment 70 33
------- -------
Net cash provided by investing activities 5,231 1,602
Financing activities:
Issuance of common stock, net of repurchases 520 173
------- -------
Net cash provided by financing activities 520 173
------- -------
Net decrease in cash and cash equivalents (4,306) (7,822)
Cash and cash equivalents at beginning of period 6,236 16,590
------- -------
Cash and cash equivalents at end of period $ 1,930 $ 8,768
======= =======
See notes to financial statements.
3
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SYNAPTIC PHARMACEUTICAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
September 30, 2000
Note 1 -- Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and may not include all
information and footnotes required for a presentation in accordance with
generally accepted accounting principles. In the opinion of the management of
Synaptic Pharmaceutical Corporation (the "Company"), these financial statements
include all normal and recurring adjustments necessary for a fair presentation
of the financial position and the results of operations and cash flows of the
Company for the interim periods presented. For more complete financial
information, these financial statements should be read in conjunction with the
audited financial statements for the fiscal year ended December 31, 1999, and
notes thereto included in the Company's 1999 Annual Report on Form 10-K. The
results of operations for the fiscal quarter and nine month period ended
September 30, 2000, are not necessarily indicative of the results of operations
to be expected for the full year.
Note 2 -- Revenue Recognition
Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial
Statements" (SAB 101), requires that non-refundable, up-front license fees be
deferred and recognized generally over the term of the license agreement, unless
the agreements and facts and circumstances of the transaction clearly reflect
the completion of the earnings process, as defined. The Company's policy
historically has been to recognize such non-refundable, up-front license fees as
revenue at such time they were received or, if earlier, became guaranteed. There
were no revenues recognized in the financial statements which would need to have
been deferred in order to conform with SAB 101.
Note 3 -- Reclassifications
Certain prior year amounts have been reclassified to conform with the
current year presentation.
4
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
Synaptic Pharmaceutical Corporation ("Synaptic" or the "Company") is a
biotechnology company engaged in the development of a broad platform of enabling
technology which it calls "human receptor-targeted drug design technology." The
Company is utilizing this technology in its genomics program to discover and
clone the genes that code for human receptors. The Company and its licensees are
also utilizing this technology in functional genomics programs to discover the
function of these receptors in the body and thus specific physiological
disorders with which they may be associated. The Company and its licensees are
in turn utilizing the cloned receptor genes to design compounds that can
potentially be developed as drugs for treating these disorders.
The Company is currently collaborating with Grunenthal GmbH
("Grunenthal")and Kissei Pharmaceutical Co., Ltd. ("Kissei"). Concurrently with
the establishment of the collaborative arrangement with Grunenthal, the Company
granted a license to certain of its technology and patent rights.
In addition to its ongoing collaborative arrangements, other
pharmaceutical companies have licenses to certain of the Company's technology
and patent rights. For convenience of reference, the agreements pursuant to
which the licenses referred to in this paragraph and the preceding paragraph
were granted are collectively referred to as the "License Agreements."
Since inception, the Company has financed its operations primarily
through the sale of its stock, through contract and license revenue under
certain of its License Agreements, and through interest income and capital gains
resulting from its investments. The Company also has received revenues from
government grants under the Small Business Innovative Research ("SBIR") program
of the National Institutes of Health.
Under the License Agreements, the Company may receive one or more of
the following types of revenue: license revenue, contract revenue, royalty
revenue or revenue from the sales of drugs. License revenue represents
non-refundable payments for a license to one or more of the Company's patents
and/or a license to the Company's technology. Effective January 1, 2000,
payments for licenses are recognized as they are received or, if earlier, when
they become guaranteed, provided they are independent of any continuing research
activity, otherwise, they are recognized pro-rata during the term of the related
research agreement in accordance with Staff Accounting Bulletin No. 101 "Revenue
Recognition in Financial Statements". Contract revenue includes research funding
to support a specified number of the Company's scientists and payments upon the
achievement of specified research and development milestones. Research funding
revenue is recognized ratably over the period of the collaboration to which it
relates and is based upon predetermined funding requirements. Research and
development milestone payment revenue is recognized when the related research or
development milestone is achieved. Under each of the License Agreements (other
than the Grunenthal Agreement), the Company is entitled to receive royalty
payments based upon the sales of drugs that may be developed using the Company's
technology or that may be covered by the Company's patents. Under the Grunenthal
Agreement, the Company has development and marketing rights in certain
geographical areas with respect to drugs, if any, that are jointly identified as
part of the collaboration with Grunenthal. Accordingly, the Company may receive
revenue from sales in its geographical areas (as defined) of such drugs if it
markets them independently or the Company may receive royalty payments if it
licenses its marketing rights to a third party. To date, the Company has not
received either royalty revenue or revenue from the sales of drugs and the
Company does not expect to receive such revenues for a number of years, if at
all.
5
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To date, the Company's expenditures have been for research and
development related expenses, general and administrative related expenses, fixed
asset purchases and various patent related expenditures incurred in protecting
the Company's technologies. The Company has been historically unprofitable and
had an accumulated deficit of $60,726,000 at September 30, 2000. The Company
expects to continue to incur operating losses for a number of years and may not
become profitable, unless and until it receives royalty revenue or revenue from
sales of drugs that may be developed with the use of its technology or its
patent rights.
Results of Operations
Comparison of the Three Months Ended September 30, 2000 and 1999
Revenues. The Company recognized revenue of $2,903,000 and $314,000 for
the three months ended September 30, 2000 and 1999, respectively. The increase
of $2,589,000 was primarily attributable to an increase in license revenue
resulting from the grant of a non-exclusive license to certain of the company's
technology and patent rights.
Research and Development Expenses. The Company incurred research and
development expenses of $3,866,000, and $3,614,000 for the three months ended
September 30, 2000 and 1999, respectively. The increase of $252,000, or 7% was
attributable primarily to increases in preclinical testing and supply costs,
both of which were offset by a decrease in depreciation expense.
General and Administrative Expenses. The Company incurred general and
administrative expenses of $1,440,000 and $1,209,000 for the three months ended
September 30, 2000 and 1999, respectively. The increase of $231,000, or 19%, was
attributable primarily to: an increase in consulting fees associated with
business development activities; an increase in patent expenses; and legal
expenses related to the Company's lawsuit against M.D.S. Panlabs, Inc.
Other Income, Net. The Company recorded other income of $405,000 and
$622,000 for the three months ended September 30, 2000 and 1999, respectively.
The decrease of $217,000 was primarily due to: lower average cash, cash
equivalent and marketable securities balances during 2000 as a result of the
utilization of these resources to fund the Company's operations; and a loss on
the sale of underutilized equipment.
Net Loss and Basic and Diluted Net Loss Per Share. The net loss
incurred by the Company was $1,998,000 ($0.18 per share), and $3,887,000 ($0.36
per share) for the three months ended September 30, 2000 and 1999, respectively.
The decrease in net loss per share of $0.18 resulted primarily from higher
revenues which were offset by increased expenses and lower other income during
the third quarter of 2000 as described above.
Comparison of the Nine Months Ended September 30, 2000 and 1999
Revenues. The Company recognized revenue of $3,471,000 and $1,801,000
for the nine months ended September 30, 2000 and 1999, respectively. The
increase of $1,670,000 was attributable to an increase in license revenue of
$2,667,000 resulting primarily from the grant of a non-exclusive license to
certain of the Company's technology and patent rights, offset by a reduction in
contract revenue of $997,000 resulting from the net reduction in the number of
scientists being funded under the Company's collaborative arrangements.
Research and Development Expenses. The Company incurred research and
development expenses of $10,545,000 and $11,414,000 for the nine months ended
September 30, 2000 and 1999, respectively. The decrease of $869,000, or 8%, was
attributable primarily to a net decrease in headcount and a corresponding
decrease in supply costs, both of which were offset by an increase in
preclinical testing costs.
6
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General and Administrative Expenses. The Company incurred general and
administrative expenses of $4,278,000 and $3,707,000 for the nine months ended
September 30, 2000 and 1999, respectively. The increase of $571,000, or 15%, was
attributable primarily to: an increase in rent expense; an increase in
consulting and finder's fees associated with business development activities;
and an increase in legal and patent costs.
Other Income, Net. The Company recorded other income of $1,556,000 and
$2,054,000 for the nine months ended September 30, 2000 and 1999, respectively.
The decrease of $498,000 was primarily due to: lower average cash, cash
equivalent and marketable securities balances during 2000 as a result of the
utilization of these resources to fund the Company's operations; and a loss on
the sale of underutilized equipment.
Net Loss and Basic and Diluted Net Loss Per Share. The net loss
incurred by the Company was $9,796,000 ($0.90 per share), and $11,266,000 ($1.05
per share) for the nine months ended September 30, 2000 and 1999, respectively.
The decrease in net loss per share of $0.15 resulted primarily from higher
revenues and lower total operating expenses, both of which were partially offset
by lower other income during the nine months ended September 30, 2000, as
described above.
Operating Trends
Operating Trends. Revenues may vary from period to period depending on
numerous factors including the timing of revenue earned under the License
Agreements and revenue that may be earned under future collaborative and/or
license agreements. On January 24, 2000, the Company entered into a research and
licensing agreement with Kissei Pharmaceutical Co., Ltd. The Company will
recognize revenue under this agreement during 2000 and expects to recognize
revenue under this agreement during 2001 and 2002. Under the terms of certain of
the License Agreements, revenues may be recognized if certain milestones are
achieved. Management continues to assess the opportunity for obtaining
additional funding under new collaborative and/or license agreements as well as
obtaining financing through equity transactions. The Company continues to
monitor its spending level in order to insure that it has enough cash to last
through the year 2002.
Preclinical expenses are expected to increase as the Company moves its
own drug discovery projects forward.
Legal expenses are expected to increase as a result of a suit filed by
the Company. See "Legal Proceedings" in PART II, Item 1, hereof.
Other income, net is expected to decline during the remainder of 2000
and during 2001 and 2002 as existing funds are utilized to support the Company's
operations.
Property and equipment spending may vary from period to period
depending on numerous factors including: the number of collaborations in which
the Company is involved at any given time; replacement due to obsolescence and
replacement due to normal wear. Consequently, equipment spending in 2000 is
expected to increase from that of 1999.
At September 30, 2000, the Company held marketable securities with an
estimated fair value of $29,949,000. The Company's primary interest rate
exposure results from changes in short-term interest rates. The Company does not
purchase financial instruments for trading or speculative purposes. All of the
marketable securities held by the Company are classified as available-for-sale
securities. The following table provides information about marketable securities
held by the Company at September 30, 2000:
7
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Estimated
Principal Amount and Weighted Average Stated Rate Fair
by Expected Maturity Value
---------------------------------------------------- ---------
(000's) 2000 2001 2002 2003 Total (000's)
---------------------------------------------------- ---------
Principal $500 $20,440 $2,500 $6,500 $29,940 $29,949
Weighted
Average
Stated
Rates 7.02% 7.91% 6.50% 5.77% 7.31% --
---------------------------------------------------- ---------
The stated rates of interest expressed in the above table may not
approximate the actual yield of the securities which the Company currently holds
since the Company has purchased some of its marketable securities at other than
face value. Additionally, some of the securities represented in the above table
may be called or redeemed, at the option of the issuer, prior to their expected
due dates. If such early redemptions occur, the Company may reinvest the
proceeds realized on such calls or redemptions in marketable securities with
stated rates of interest or yields that are lower than those of current
holdings, affecting both future cash interest streams and future earnings.
In addition to investments in marketable securities, the Company places
some of its cash in money market funds in order to keep cash available to fund
operations and to hold cash pending investments in marketable securities.
Fluctuations in short term interest rates will affect the yield on monies
invested in such money market funds. Such fluctuations can have an impact on
future cash interest streams and future earnings of the Company, but the impact
of such fluctuations are not expected to be material.
The Company does not believe that inflation has had a material impact
on its results of operations.
Liquidity and Capital Resources
At September 30, 2000 and December 31, 1999, cash, cash equivalents and
marketable securities aggregated $31,879,000 and $42,143,000, respectively. The
decrease of $10,264,000 resulted from the utilization of these resources to fund
the Company's operations. In addition, the Company has recorded a short-term
receivable of $2,500,000 related to the grant of the non-exclusive license
referred to under "Results of Operations", above.
To date, the Company has met its cash requirements through the sale of
its stock, through contract and license revenue, through SBIR grants and through
interest income and gains resulting from its investments. If the current
biotechnology financing environment remains unfavorable, raising additional
capital may be difficult.
At September 30, 2000, the Company had invested, $11,837,000 in
property and equipment.
The Company leases laboratory and office facilities under an agreement
expiring on December 31, 2015. The minimum annual payment under the lease is
currently $1,575,000. The lease provides for fixed escalations in rent payments
in the years 2005 and 2010.
At September 30, 2000, the Company had $31,879,000 in cash, cash
equivalents and marketable securities. The Company currently intends to utilize
these funds primarily to conduct certain of its research programs, for patent
related expenditures, for general corporate purposes, to make leasehold
improvements to its
8
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facilities and to purchase property and equipment. The Company expects to
continue to incur operating losses for a number of years. The Company believes
that its cash on hand and cash that it expects to receive through interest
payments on its investments, will be sufficient to fund its operations, as well
as the Company's share of development costs, if any, under the Grunenthal
Agreement, through the year 2002.
As of December 31, 1999, the Company had net operating loss
carryforwards of approximately $45,000,000 for Federal income tax purposes that
will expire principally in the years 2002 through 2019. In addition, the Company
had research and development credit carryforwards of $1,610,000 which will
expire principally in 2002 through 2018. For financial reporting purposes, a
valuation allowance has been recognized to offset the deferred tax assets
related to these carryforwards. Due to limitations imposed by the Tax Reform Act
of 1986, and as a result of a significant change in the Company's ownership in
1993 and 1997, the utilization of $25,000,000 of net operating loss
carryforwards is subject to annual limitation. The utilization of the research
and development credits is similarly limited.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivatives and
Hedging Activities" ("SFAS 133"), which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives) and for
hedging activities. SFAS 133, as amended, is effective for all fiscal quarters
of fiscal years beginning after September 15, 2000. As the Company does not
currently intend to engage in derivatives or in hedging transactions, the
Company does not anticipate any effect on its results of operations, financial
position or cash flows upon the adoption of SFAS 133.
This Report on Form 10-Q contains "forward looking statements" within
the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the
Securities Exchange Act of 1934. Such statements include, but are not limited
to, those relating to future cash and spending plans, amounts of future research
funding, and any other statements regarding future growth, future cash needs,
future operations, business plans and financial results, and any other
statements which are not historical facts. When used in this document, the words
"expects," "may," "believes," and similar expressions are intended to be among
the words that identify forward-looking statements. Such statements involve
risks and uncertainties, including, but not limited to, those risks and
uncertainties detailed in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 (the "1999 Form 10-K"), including in Item 1
of the 1999 Form 10-K under the captions "Patents, Proprietary Technology and
Trade Secrets," "Competition" and "Government Regulation" as well as in the
section entitled "Disclosure Regarding Forward-Looking Statements" under the
captions "Early Stage of Product Development; Technological Uncertainty,"
"Dependence on Collaborative Partners and Licensees for Development, Regulatory
Approvals, Manufacturing, Marketing and Other Resources" and "Uncertainties
Related to Clinical Trials" or detailed from time to time in filings the Company
makes with the SEC. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual outcomes
may vary materially from those indicated. Although the Company believes that the
expectations reflected in the forward-looking statements contained herein are
reasonable, it can give no assurance that such expectations will prove to be
correct. The Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statement contained
herein to reflect any change in the Company's expectations with regard thereto
or any change in events, conditions or circumstances on which any such statement
is based.
9
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Quantitative and qualitative disclosures about market risk (i.e.,
interest rate risk) are included in Item 2 of this Report.
10
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On June 5, 2000, the Company filed suit in the United States District
Court for the District of New Jersey against M.D.S. Panlabs, Inc., a Washington
corporation, and Panlabs Taiwan Ltd., a Taiwanese corporation (collectively,
"Panlabs"). The suit alleges that Panlabs has infringed several issued U.S.
Patents owned by the Company which relate to cloned human receptors and their
use in binding assays. The suit also alleges that Panlabs has been importing,
selling and offering to sell products of the Company's patented binding assay
processes to pharmaceutical companies and others in the United States and
particularly in New Jersey.
In the suit, the Company seeks an injunction against Panlabs'
infringing activities, an award of damages for the Company's lost profits, the
destruction of data obtained by the infringement of its patents, and other
relief.
Company management believes that its complaint against Panlabs is well-
founded and necessary to protect the value of its intellectual property
portfolio.
Management believes that the ultimate resolution of the above matter
could have a material impact on the Company's financial position, results of
operations and cash flows.
11
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
No. Description
------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K
None
12
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SIGNATURE PAGE
Pursuant to the requirements of Section 13 or 15(d) 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.
SYNAPTIC PHARMACEUTICAL CORPORATION
(Registrant)
Date: November 3, 2000 By:/s/ Kathleen P. Mullinix
-----------------------------
Name: Kathleen P. Mullinix
Title: Chairman, President &
Chief Executive Officer
By:/s/ Robert L. Spence
-----------------------------
Name: Robert L. Spence
Title: Senior Vice President,
Chief Financial Officer &
Treasurer
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