FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-26372
CELLEGY PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
California 82-0429727
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
349 Oyster Point Boulevard, Suite 200, South San Francisco, California 94080
(Address of principal executive offices, including zip code)
(650) 616-2200
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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
-------
The number of shares outstanding of the registrant's common stock at October 31,
2000 was 13,772,831.
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CELLEGY PHARMACEUTICALS, INC.
INDEX TO FORM 10-Q
<CAPTION>
Page
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PART I FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Financial Statements ( Unaudited )
Consolidated Balance Sheets as of September 30, 2000 and
December 31, 1999........................................... 3
Consolidated Statements of Operations for three and nine
months ended September 30, 2000 and 1999, and the period
from June 26, 1989 (inception) through September 30, 2000... 4
Consolidated Statements of Cash Flows for the nine months
ended September 30, 2000 and 1999, and the period from June
26, 1989 (inception) through September 30, 2000............. 5
Notes to Consolidated Financial Statements.................. 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 8
Item 3. Quantitative and Qualitative Disclosure of Market Risk...... 10
PART II OTHER INFORMATION
Item 1. Legal Proceedings........................................... 10
Item 2. Changes in Securities and Use of Proceeds................... 10
Item 3. Defaults Upon Senior Securities............................. 10
Item 4. Submission of Matters to a Vote of Security Holders......... 11
Item 5. Other Information........................................... 11
Item 6. Exhibits and Reports on Form 8-K............................ 11
Signature(s).................................................................... 12
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<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Cellegy Pharmaceuticals, Inc.
(a development stage company)
Consolidated Balance Sheets
(Amounts in thousands)
<CAPTION>
September 30, 2000 December 31, 1999
----------------------- ----------------------
(Unaudited) (Note 1)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents ................................................. $ 2,620 $ 804
Short-term investments .................................................... 5,608 10,971
Prepaid expenses and other current assets ................................. 1,015 1,026
----------- -----------
Total current assets ........................................................... 9,243 12,801
Long-term investments .......................................................... -- 4,963
Property and equipment, net .................................................... 2,847 3,149
Intangible assets related to acquisition, net of accumulated amortization ...... 1,666 --
----------- -----------
Total assets ................................................................... $ 13,756 $ 20,913
=========== ===========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities .................................. $ 525 $ 475
Accrued research fees ..................................................... 428 239
Accrued compensation and related expenses ................................. 120 106
Current portion of note payable ........................................... 781 1,153
----------- -----------
Total current liabilities ...................................................... 1,854 1,973
Long-term portion of note payable .............................................. 1,590 2,882
Other long-term liabilities .................................................... 314 219
Shareholders' equity:
Common stock, no par value; 20,000,000 shares authorized: 12,262,614
shares issued and outstanding at September 30, 2000 and 12,010,242
shares issued and outstanding at December 31, 1999 ................... 57,168 55,368
Accumulated other comprehensive loss ...................................... (12) (35)
Deficit accumulated during the development stage .......................... (47,158) (39,494)
----------- -----------
Total shareholders' equity ................................................ 9,998 15,839
----------- -----------
Total liabilities and shareholders' equity ..................................... $ 13,756 $ 20,913
=========== ===========
<FN>
The accompanying notes are an integral part of these condensed financial statements.
</FN>
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<TABLE>
Cellegy Pharmaceuticals, Inc.
(a development stage company)
Consolidated Statements of Operations
(Unaudited)
(Amounts in thousands, except per share amounts)
<CAPTION>
Period from
June 26, 1989
(inception)
Three Months Ended Nine Months Ended through
September 30, September 30, September 30,
2000 1999 2000 1999 2000
----------- ----------- ------------ ----------- --------------
<S> <C> <C> <C> <C> <C>
Revenues:
Licensing, milestone, and
development funding ............. $ -- $ 25 $ -- $ 67 $ 2,697
Government grants ................... 19 -- 91 -- 521
Product sales ....................... 607 -- 1,197 712 2,553
-------- -------- -------- -------- --------
Total revenues 626 25 1,288 779 5,771
Operating expenses:
Cost of product sales ............... 151 -- 287 194 670
Research and development ............ 2,577 1,604 6,730 5,894 34,272
General and administrative .......... 886 570 2,104 1,983 14,992
Acquired in-process technology ...... -- -- -- -- 3,843
-------- -------- -------- -------- --------
Total cost and expenses .................. 3,614 2,174 9,121 8,071 53,777
-------- -------- -------- -------- --------
Operating loss ........................... (2,988) (2,149) (7,833) (7,292) (48,006)
Interest income (expense), and
Other income, net ............... (71) 238 169 431 2,297
-------- -------- -------- -------- --------
Net loss ................................. (3,059) (1,911) (7,664) (6,861) (45,709)
Non-cash preferred dividends ............. -- -- -- -- 1,449
-------- -------- -------- -------- --------
Net loss applicable to common shareholders $ (3,059) $ (1,911) $ (7,664) $ (6,861) $(47,158)
======== ======== ======== ======== ========
Basic and diluted net loss per common share $ (0.25) $ (0.17) $ (0.63) $ (0.65)
======== ======== ======== ========
Basic and diluted weighted average common
shares outstanding .................. 12,258 11,328 12,134 10,560
======== ======== ======== ========
<FN>
The accompanying notes are an integral part of these condensed financial statements.
</FN>
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<TABLE>
Cellegy Pharmaceuticals, Inc.
(a development stage company)
Consolidated Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
<CAPTION>
Period from
June 26, 1989
(inception)
Nine Months Ended September 30, through
---------------------------------------- September 30,
2000 1999 2000
----------------- ----------------- --------------
<S> <C> <C> <C>
Operating activities
Net cash used in operating activities ......................... $ (6,785) $ (7,545) $(39,311)
Investing activities
Purchase of property and equipment ............................ (54) (739) (3,807)
Purchases of investments ...................................... -- (18,135) (60,525)
Sales and maturities of investments ........................... 10,326 14,704 54,883
Purchase of Quay, net of cash acquired ........................ (368) -- (368)
-------- -------- --------
Net cash provided by (used in) investing activities ........... 9,904 (4,170) (9,817)
Financing activities
Proceeds from notes payable ................................... $ -- $ 1,280 $ 8,047
Repayment of notes payable .................................... (1,664) (233) (4,240)
Other long-term liabilities ................................... -- 31 219
Net proceeds from issuance of common stock .................... 361 10,562 36,044
Issuance of convertible preferred stock, net of issuance costs -- -- 11,758
Deferred financing costs ...................................... -- -- (80)
-------- -------- --------
Net cash provided by financing activities ..................... (1,303) 11,640 51,748
-------- -------- --------
Net increase (decrease) in cash and cash equivalents .......... $ 1,816 $ (75) $ 2,620
Cash and cash equivalents, beginning of period ................ 804 1,611 --
-------- -------- --------
Cash and cash equivalents, end of period ...................... $ 2,620 $ 1,536 $ 2,620
======== ======== ========
<FN>
The accompanying notes are an integral part of these condensed financial statements.
</FN>
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Cellegy Pharmaceuticals, Inc.
(a development stage company)
Notes to Consolidated Financial Statements
Note 1. - Basis of Presentation
The accompanying interim consolidated financial statements have been
prepared by Cellegy in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnote disclosures required by generally accepted accounting
principles for complete financial statements. In the opinion of management, the
accompanying consolidated financial statements include all adjustments
(consisting of only normal recurring adjustments) considered necessary for a
fair presentation of operating results for the nine and three months ended
September 30, 2000 and may not necessarily be indicative of the results to be
expected for any other interim period or for the full year.
The balance sheet at December 31, 1999 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
For further information, refer to the financial statements and
footnotes thereto included in Cellegy's Annual Report on Form 10-K for the year
ended December 31, 1999.
Note 2. - Recent Accounting Pronouncements
In June 1998, The Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative Financial
Instruments and for Hedging Activities" ("SFAS 133"), which provides a
comprehensive and consistent standard for the recognition and measurement of
derivatives and hedging activities. SFAS 133 is effective for fiscal years
beginning after June 15, 2000 and is not anticipated to have an impact on
Cellegy's results of operations or financial condition when adopted as Cellegy
holds no derivative financial instruments and does not currently engage in
hedging activities.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"). SAB 101 summarizes the SEC's views in
applying generally accepted accounting principles to revenue recognition. The
adoption of SAB 101 has no significant impact on Cellegy's revenue recognition
policy or results of operations.
In March 2000, the FASB issued interpretation No. 44, ("FIN 44"),
"Accounting for Certain Transactions Involving Stock Compensation - an
Interpretation of APB 25." This interpretation clarifies (a) the definition of
employee for purposes of applying Opinion 25, (b) the criteria for determining
whether a plan qualifies as a non-compensatory plan, (c) the accounting
consequence of various modifications to the terms of previously fixed stock
option or award, and (d) the accounting for an exchange of stock compensation
awards in a business combination. This interpretation is effective July 1, 2000,
but certain conclusions in this Interpretation cover specific events that occur
after either December 15, 1998, or January 12, 2000. To the extent that this
Interpretation covers events occurring during the period after December 15,
1998, or January 12, 2000, but before the effective date of July 1, 2000, the
effects of applying this interpretation are recognized on a prospective basis
from July 1, 2000. The adoption of FIN 44 does not have a material impact on
Cellegy's financial statements.
Note 3. - Principles of Consolidation
Our consolidated financial statements include the accounts of Cellegy
Australia Pty Ltd ("Cellegy Australia") from June 14, 2000, the date of
acquisition, which are immaterial.
Note 4. - Comprehensive Income
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Accumulated other comprehensive income (loss) presented on the
accompanying balance sheet consists of the accumulated net unrealized gain
(loss) on available-for-sale investments. Total comprehensive loss for nine
months ended September 30, 2000 was $7,635,000 compared with $6,881,000 for the
same nine months ended September 30, 1999. Total comprehensive loss for three
months ended September 30, 2000 and September 30, 1999 was $3,042,000 and
$1,935,000, respectively.
Note 5. - Segment Reporting
Cellegy has two business segments: pharmaceuticals and cosmeceuticals.
Pharmaceuticals include primarily research and development expenses for
potential prescription products to be marketed directly by us or through
corporate partners. Pharmaceuticals also include revenues and expenses
associated with the operations of Cellegy Australia.
The cosmeceutical business segment primarily includes development
expenses for non-prescription skin care products. Using related technologies,
Cellegy is currently incurring development expenses and receiving all of its
product sales from one customer, Gryphon Development, Inc., which is selling
products exclusively in the United States through a major specialty store chain.
<TABLE>
The following table contains information (amount in thousands)
regarding revenues and loss from operating each business segment for the three
and nine months ended September 30, 2000 and 1999.
<CAPTION>
Three months ended September 30, Nine months ended September 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Revenues:
Pharmaceuticals $ 57 $ 25 $ 141 $ 67
Cosmeceuticals 569 -- 1,147 712
------- ------- ------- -------
$ 626 $ 25 $ 1,288 $ 779
======== ======= ======= =======
Profit/(Loss) from Operations:
Pharmaceuticals $(3,363) $(2,035) $(8,524) $(7,351)
Cosmeceuticals 375 (114) 691 59
------- ------- ------- -------
$(2,988) $(2,149) $(7,833) $(7,292)
======== ======= ======= =======
=================================================================================================================
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Note 6. - Acquisition Activity
In June 2000, we acquired all assets of the Australian company, Quay
Pharmaceuticals Pty Ltd ("Quay"), an Australian pharmaceutical company producing
Rectogesic(TM), a drug similar to Anogesic. The acquired assets consisted of the
company's inventory, other tangible assets, and purchased technology. The
aggregate value of the 169,224 shares of our unregistered common stock paid to
Quay with an estimated value of $977,000, the 171,146 warrants to purchase
common stock with an estimated value of $484,000, and cash payments of $369,000
were allocated to net tangible assets of $92,000, purchased technology of
$770,000, and goodwill of $968,000 based on their estimated fair values on the
acquisition date. The recorded intangible assets will be amortized over three to
ten years.
Note 7. - Intangible Assets
Intangible assets, including purchased technology associated with the
Quay acquisition, are stated at cost and amortized on a straight-line basis over
their estimated useful lives of three years. Goodwill, which represents the
excess of acquisition cost over the net assets acquired, is being amortized on a
straight-line basis over ten years. As of September 30, 2000 accumulated
amortization was $164,000.
Note 8. - Subsequent Event
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In October 2000, we completed a private placement of 1.5 million shares of
our common stock, resulting in $11.6 million of gross proceeds to Cellegy.
Participants in the financing included funds managed by Baker/Tisch Investments
in New York, Capital Research & Management in San Francisco, and Framlington in
the United Kingdom. Capital Research and Framlington are new investors in the
Company.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This Quarterly Report on Form 10-Q includes forward-looking statements.
Words such as "believes," "anticipates," "expects," "intends" and similar
expressions are intended to identify forward-looking statements, but are not the
exclusive means of identifying such statements. These statements concern matters
that involve risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. Further, we undertake
no obligation to revise any statements in order to reflect events or
circumstances that may arise after the date of this report. Actual events or
results may differ materially from those discussed in this Quarterly Report.
Cellegy Pharmaceuticals, Inc., a specialty biopharmaceutical company
incorporated in California in 1989, is engaged in the development of
prescription drugs and high performance skin care products. We are developing
several prescription drugs, including Anogesic(R), a nitroglycerin-based product
for the treatment of anal fissures and hemorrhoids and two transdermal
testosterone gel products, Tostrex(TM), for the treatment of male hypogonadism,
a condition that affects men, generally above the age of forty, and
Tostrelle(TM), for the treatment of diminished sexual energy in menopausal
women. We have developed a line of anti-wrinkling cosmeceutical products which
we believe will address the skin care needs of an aging population.
General
In December 1997, we completed an asset purchase agreement with Neptune
Pharmaceutical Corporation ("Neptune") to acquire patent and other intellectual
property rights relating to Anogesic. Our expenses relating to Anogesic product
development and clinical trials are expected to increase during the remainder of
2000 as a result of a second Phase III clinical trial initiated in the first
quarter 2000 for pain reduction in chronic anal fissures and two Phase II trials
for the treatment of hemorrhoids.
In September 1998, we began initial shipments and product sales of our
Intensive Moisturizing formulation to Gryphon Development Inc. ("Gryphon"), the
product development arm of a major specialty retailer. This formulation is a key
ingredient in a line of healing hand creams sold at the specialty retailer's
chain of stores in the United States.
In October 1999, Cellegy and Glaxo Welcome ("Glaxo") terminated a license
agreement with the return to us of all Glylorin(TM) product rights and with no
further financial obligations by either party. We do not currently intend to
develop Glylorin on our own, but will seek an appropriate partner for certain
geographic territories to develop the product in exchange for possible contract
payments and royalties on future sales.
On June 14, 2000, Cellegy acquired all the assets of Quay Pharmaceuticals
Pty Ltd, an Australian company producing Rectogesic(TM) (nitroglycerin
ointment), a product similar to Anogesic, for a combination of Cellegy stock,
warrants and cash. The operations in Australia are incorporated in a wholly
owned subsidiary, Cellegy Australia Pty Ltd. The amortization of technology and
goodwill associated with the acquisition was $134,000 for the third quarter and
will be the same amount for the fourth quarter.
Results of Operations
Revenues. Cellegy had revenues of $1,288,000 and $779,000 for the nine
months ended September 30, 2000 and 1999, respectively. During the nine months
ended September 30, 2000, revenues consisted of $1,147,000 in product sales to
Gryphon, the development subsidiary of a specialty retailer, $50,000 in
Rectogesic sales through Cellegy's Australian
8
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subsidiary, and $91,000 in development funding associated with a Small Business
Innovation Research ("SBIR") grant from the National Institutes of Health.
During the nine months ended September 30, 1999, revenues consisted of $712,000
in product sales to Gryphon and $67,000 for development funding associated with
the Glaxo license agreement.
Cellegy had revenues of $626,000 and $25,000 for the three months ended
September 30, 2000 and 1999, respectively. During the three months ended
September 30, 2000, revenues consisted of $569,000 in product sales to Gryphon,
$38,000 in Rectogesic sales in Australia, and $19,000 in development funding
associated with the SBIR grant. During the three months ended September 30,
1999, revenue of $25,000 consisted exclusively of development funding from
Glaxo. Sales to Gryphon in the fourth quarter are expected to be less than the
third quarter 2000 sales.
Research and Development Expenses. Research and development expenses were
$6,730,000 for the nine months ended September 30, 2000, compared with
$5,894,000 for the same period last year. During the three months ended
September 30, 2000 and 1999, research and development expenses were $2,577,000
and $1,604,000, respectively. Higher expenses for the third quarter of 2000 were
due primarily to costs associated with Cellegy's Phase III clinical trial
studying Anogesic for the treatment of anal fissures, Phase II trials with
Anogesic for the treatment of hemorrhoids and pain following hemorrhoidectomy
surgery, as well as testosterone gel clinical studies for both men and women.
Research expenses are expected to increase during the remainder of 2000 due
primarily to peak activity associated with these clinical trials.
General and Administrative Expenses. General and administrative expenses
were $2,104,000 for the nine months ended September 30, 2000, compared with
$1,983,000 for the same period last year. We incurred general and administrative
expenses of $886,000 and $570,000 for the three months ended September 30, 2000
and 1999, respectively. The increases for both the three-month and nine-month
periods in 2000 were primarily due to expenses associated with increased
corporate development programs and were partially due to increased spending on
investor relations programs and for marketing of Rectogesic in Australia.
General and administrative expenses are expected to increase in the future due,
in part, to the addition of certain Australian marketing programs.
Interest Income (Expense), and Other Income, Net. Cellegy earned net
interest income of $333,000 and $431,000 for the nine months ended September 30,
2000 and 1999, respectively. For the three months ended September 30, 2000 and
1999, we earned net interest income of $63,000 and $238,000, respectively. Net
interest income is expected to increase in the fourth quarter due to increased
cash and investment balances associated with the recently completed private
placement and reduced bank loan balances.
Net Loss. The net loss applicable to common shareholders was $7,664,000 or
$0.63 per share for the nine months ended September 30, 2000 based on 12,134,000
weighted average shares outstanding, compared with a net loss of $6,861,000 or
$0.65 per share for the nine months ended September 30, 1999 based on 10,560,000
weighted average shares outstanding. For the three months ended September 30,
2000, the net loss applicable to common shareholders was $3,059,000 or $0.25 per
share based on 12,258,000 average shares outstanding compared with a net loss
applicable to common shareholders of $1,911,000 or $0.17 per share during the
same period in 1999 when 11,328,000 weighted average shares were outstanding.
Liquidity and Capital Resources
Cellegy has experienced net losses and negative cash flow from operations
each year since its inception. Through September 30, 2000, we have incurred an
accumulated deficit of $47.2 million and have consumed cash from operations of
$39.3 million. Our equity financings include $6.4 million in net proceeds from
our initial public offering in August 1995, $6.8 million in net proceeds from a
preferred stock financing in April 1996, $3.8 million in net proceeds from a
private placement of common stock in July 1997, $13.8 million in net proceeds
from a secondary public offering of common stock in November 1997, and $10.0
million in net proceeds from a private placement of common stock in July 1999.
Our cash and investments were $8.2 million at September 30, 2000, compared with
$16.7 million at December 31, 1999. Cash and investment balances after the
October 3, 2000 private placement financing increased to approximately $19.8
million.
Cellegy's operations have used and will continue to use substantial amounts
of cash. We have no current source of significant ongoing revenues or capital
beyond existing cash and investments, current product sales to Gryphon
Development and revenues from Cellegy Australia. We have an existing $5.0
million credit line with our bank with a current available balance of $2.6
million. In order to complete the research and development and other activities
necessary to commercialize
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our products, additional financing will be required. Our future expenditures and
capital requirements depend on numerous factors including, without limitation,
the progress and focus of our research and development programs, the progress
and results of pre-clinical and clinical testing, the time and costs involved in
obtaining regulatory approvals, the costs of filing, prosecuting, defending and
enforcing any patent claims and other intellectual property rights, competing
technological and market developments, changes to our existing research
relationships, our ability to establish collaborative arrangements, the
initiation of commercialization activities, the purchase of capital equipment
and the availability of other financing.
In the course of our development activities, we have incurred significant
losses and expect to incur substantial additional development costs. As a
result, we will require additional funds to finance operations and may seek
private or public equity investments and future collaborative arrangements with
third parties to meet such needs. There is no assurance that such funding will
be available for us to finance our operations on acceptable terms, if at all.
Insufficient funding may require us to delay, reduce or eliminate some or all of
our research and development activities, planned clinical trials and
administrative programs. We believe that available cash resources, including the
funds raised during the recently concluded private placement, and the interest
thereon will be adequate to satisfy our capital needs through at least December
31, 2001. Proceeds from the recent financing will provide us with the resources
necessary to complete our ongoing clinical trials.
Factors That May Affect Future Operating Results
This Quarterly Report on Form 10-Q contains forward-looking statements
which involve risks and uncertainties, including, but not limited to, statements
concerning the completion of clinical trials, particularly our ongoing Phase III
trials using Anogesic and Tostrex, the timing of planned regulatory filings, the
validity of our patent coverage, the issuance of future patents pending or
patents applied for, and the need for additional funds. The factors discussed in
Cellegy's reports filed with the Securities and Exchange Commission, including
our Annual Report on Form 10-K for the year ended December 31, 1999, in
particular under the caption "Factors That May Affect Future Operating Results,"
should be carefully considered when evaluating our business and prospects.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We invest our excess cash in short-term, investment grade, fixed income
securities under an investment policy. All of our investments are classified as
available-for-sale. 50% of our securities will mature by the end of 2000. We
believe that potential near-term losses in future earnings, fair values or cash
flows related to their investment portfolio would not be significant. Cellegy
has a long-term note payable outstanding with an interest rate that currently
varies with the lender's prime rate.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
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Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Reports on Form 8-K
On October 3, 2000, we completed a private placement of 1.5 million
shares of our common stock, resulting in $11.6 million of gross proceeds to
Cellegy. This private placement was reported in a Form 8-K filing on October 5,
2000.
11
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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.
CELLEGY PHARMACEUTICALS, INC.
Date: November 3, 2000 /s/ K. Michael Forrest
-------------------------------------
K. Michael Forrest
Chairmain of the Board, President and
Chief Executive Officer
Date: November 3, 2000 /s/ A. Richard Juelis
-------------------------------------
A. Richard Juelis
Vice President, Finance and
Chief Financial Officer
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