-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KAGtMkmDbXRjViuHTrQddiGpw0y6FqQGb3L5v3YRwH9fZ3CYAizF5HD8ksMFIW+j pZIlMw2t31MUa10VAGwZuw== 0001047469-99-020473.txt : 19990517 0001047469-99-020473.hdr.sgml : 19990517 ACCESSION NUMBER: 0001047469-99-020473 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RPC INC CENTRAL INDEX KEY: 0000742278 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] IRS NUMBER: 581550825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-08726 FILM NUMBER: 99622386 BUSINESS ADDRESS: STREET 1: 2170 PIEDMONT RD NE CITY: ATLANTA STATE: GA ZIP: 30324 BUSINESS PHONE: 4048882950 MAIL ADDRESS: STREET 1: 2170 PIEDMONT ROAD CITY: ATLANTA STATE: GA ZIP: 30324 FORMER COMPANY: FORMER CONFORMED NAME: RPC ENERGY SERVICES INC DATE OF NAME CHANGE: 19920703 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q /X/ Quarterly report pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999 / / Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-8726 RPC, INC. (exact name of registrant as specified in its charter) DELAWARE 58-1550825 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2170 PIEDMONT ROAD, NE, ATLANTA, GEORGIA 30324 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code -- (404) 321-2140 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 March 31, 1999, RPC, Inc. had 28,546,050 shares of common stock outstanding. 1 of 12 RPC, INC. AND SUBSIDIARIES PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 1999, AND DECEMBER 31, 1998 (In thousands)
MARCH 31, December 31, 1999 1998 (UNAUDITED) (Audited) - ----------------------------------------------------------------------------------- ASSETS Cash and cash equivalents $ 10,345 $ 10,029 Marketable securities 5,032 3,414 Accounts receivable, net of allowance for doubtful accounts of $7,742 and $7,004, respectively 23,809 25,266 Inventories, at lower of cost or market 17,249 17,446 Deferred income taxes 10,423 10,787 Federal income taxes receivable 1,200 3,673 Prepaid expenses and other current assets 2,005 1,909 - ----------------------------------------------------------------------------------- Current assets 70,063 72,524 - ----------------------------------------------------------------------------------- Equipment and property, net 68,315 70,206 Marketable securities 32,510 29,507 Intangible assets, net 7,198 7,401 Other assets 1,051 1,053 - ----------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------- TOTAL ASSETS $179,137 $180,691 - ----------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 7,412 $ 5,859 Accrued payroll and related expenses 4,720 4,192 Accrued insurance expenses 5,255 6,329 Accrued state, local and other taxes 3,595 4,063 Accrued discounts 1,555 1,053 Current portion of long-term debt 604 659 Other accrued expenses 9,717 10,270 - ----------------------------------------------------------------------------------- Current liabilities 32,858 32,425 - ----------------------------------------------------------------------------------- Long-term accrued insurance expenses 3,545 3,308 Long-term debt 390 636 Deferred income taxes 1,556 1,256 - ----------------------------------------------------------------------------------- Total liabilities 38,349 37,625 - ----------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------- Commitments and contingencies - ----------------------------------------------------------------------------------- Common stock 2,855 2,888 Capital in excess of par value 24,145 26,538 Earnings retained 113,788 113,640 - ----------------------------------------------------------------------------------- Total stockholders' equity 140,788 143,066 - ----------------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $179,137 $180,691 - ----------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements. 2 of 12 RPC, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands except per share data) (Unaudited)
Three months ended March 31, -------------------------------- 1999 1998 - ----------------------------------------------------------------------------------- REVENUE $ 54,935 $ 66,940 - ----------------------------------------------------------------------------------- Cost of goods sold 25,911 23,121 Operating expenses 23,363 31,570 Depreciation and amortization 4,044 3,620 Interest income (366) (489) - ----------------------------------------------------------------------------------- Income before income taxes 1,983 9,118 Income tax provision 754 3,464 - ----------------------------------------------------------------------------------- NET INCOME $ 1,229 $ 5,654 - ----------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------- EARNINGS PER SHARE Basic $ 0.04 $ 0.19 - ----------------------------------------------------------------------------------- Diluted $ 0.04 $ 0.19 - ----------------------------------------------------------------------------------- AVERAGE SHARES OUTSTANDING Basic 28,331 29,230 - ----------------------------------------------------------------------------------- Diluted 28,532 29,630 - -----------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements. 3 of 12 RPC, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
Three months ended March 31, ----------------------------- 1999 1998 - ------------------------------------------------------------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES $ 10,371 $ 9,671 - ------------------------------------------------------------------------------------ CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (2,282) (5,775) Proceeds from sale of equipment and property 728 594 Net (purchase) sale of marketable securities (4,621) (8,874) - ------------------------------------------------------------------------------------ Net cash used for investing activities (6,175) (14,055) - ------------------------------------------------------------------------------------ CASH FLOWS FROM FINANCING ACTIVITIES Dividend distributions (1,005) (1,037) Repayments of long term debt (301) (571) Purchase of treasury stock (2,625) (968) Proceeds from exercise of stock options 51 41 - ------------------------------------------------------------------------------------ Net cash (used for) provided by financing activities (3,880) (2,535) - ------------------------------------------------------------------------------------ Net increase (decrease) in cash and cash equivalents 316 (6,919) Cash and cash equivalents at beginning of period 10,029 17,409 - ------------------------------------------------------------------------------------ Cash and cash equivalents at end of period $ 10,345 $ 10,490 - ------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements. 4 of 12 RPC, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the financial statements and related notes contained in the Company's annual report on Form 10-K for the fiscal year ended December 31, 1998. In the opinion of management, the consolidated financial statements included herein contain all adjustments necessary to present fairly the financial position of the Company as of March 31, 1999, and the results of operations and the cash flows for the three months then ended. 2. Basic and diluted earnings per share are computed by dividing net income by the respective weighted average number of shares outstanding during the respective periods. 3. The results of operations for the quarter ended March 31, 1999, are not necessarily indicative of the results to be expected for the full year. 4. In June, 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS No. 133), which establishes standards for reporting and disclosing information about derivative instruments. SFAS No. 133 is effective for fiscal years beginning after June 15, 1999. The adoption of SFAS No. 133 is not expected to have a material impact. 5. RPC has two reportable segments: oil and gas services and boat manufacturing. The oil and gas services segment provides a variety of services, equipment, and personnel to the oil and gas industry. The boat manufacturing segment manufactures and sells powerboats to a nationwide network of independent dealers. RPC evaluates performance based on profit or loss from operations before income taxes. RPC accounts for intersegment sales and transfers as if the sales or 5 of 12 RPC, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT'D transfers were to third parties, that is, at current market prices. RPC's reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. All of these businesses were acquired as a unit, and the management at the time of acquisition was retained. Certain information with respect to RPC's business segments is set forth in the following table: ----------------------------------------------------- March 31, 1999 1998 ----------------------------------------------------- (IN THOUSANDS) REVENUE: Oil and gas services $ 20,512 $ 35,891 Boat manufacturing 31,233 26,487 Other 3,190 4,562 ------------------------------------------------------ Total revenue $ 54,935 $ 66,940 ------------------------------------------------------ ------------------------------------------------------ OPERATING INCOME(LOSS): Oil and gas services ($ 1,839) $ 6,254 Boat manufacturing 4,294 3,610 Other 129 (148) ------------------------------------------------------ Total operating income $ 2,584 $ 9,716 ------------------------------------------------------ Corporate expenses (967) (1,087) Interest income 366 489 ------------------------------------------------------ Income before income taxes $ 1,983 $ 9,118 ------------------------------------------------------ ------------------------------------------------------ The identifiable assets for the powerboat manufacturing segment increased by $2,442,000 from $28,085,000 at December 31, 1998 to $30,527,000 at March 31, 1999. The identifiable assets for the oil and gas segment decreased by $5,348,000 from $89,891,000 at December 31, 1998 to $84,543,000 at March 31, 1999. 6 of 12 RPC, INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998 Revenue for the first quarter ended March 31, 1999, was $54,935,000 compared with $66,940,000 for the quarter ended March 31, 1998. Revenue for the quarter ended March 31, 1999, decreased $12,005,000 or 18% from the same period one year ago. The oil and gas services segment revenue of $20,512,000 decreased 43% from last year's first quarter. This decrease was due to a slow down in drilling activity. Oil and natural gas prices have decreased 8% and 22%, respectively, as compared to the first quarter of 1998. The average US rig count has also declined 43% versus last year's first quarter. The powerboat manufacturing segment revenue for the quarter ended March 31, 1999, of $31,233,000 increased 18% from last year's first quarter of $26,487,000 which is attributed to an increase in the volume of boats sold coupled with an increase in the average sales price versus the prior year. The increase in the average sales price is the result of a price increase and an increase in the number of larger boats sold versus prior year. Cost of goods sold for the first quarter ended March 31, 1999, was $25,911,000 compared to $23,121,000 for the first quarter ended March 31, 1998, an increase of $2,790,000 or 12%. This increase is somewhat less than the increase in sales due to a change in product mix with a greater percentage of larger, higher margin boats being sold. Net income for the quarter ended March 31, 1999, was $1,229,000 or $0.04 diluted earnings per share versus net income of $5,654,000 or $0.19 diluted earnings per share for the quarter ended March 31, 1998. Basic earnings per share was the same as diluted earnings per share at $0.04 cents per share versus $0.19 cents per share last year. The decrease in earnings from the same period one year ago was due to the decreased revenues coupled with decreased profit margins for the oil and gas services segment offset to some extent by the increase in revenues and profit margins for the powerboat manufacturing segment. 7 of 12 RPC, INC. AND SUBSIDIARIES ITEM 2. CONT'D FINANCIAL CONDITION - ------------------- The Company's current ratio remained strong as of March 31, 1999, with current assets of $70,063,000 exceeding current liabilities of $32,858,000 by a ratio of 2.1-to-1. This compares to a current ratio of 2.2-to-1 at December 31, 1998. Capital expenditures during the first three months of 1999 totaling $2,282,000 were primarily for revenue-producing equipment in the oil and gas services segment. The remainder was spent on various purchases for the other business segments. Funding for future capital requirements is expected to be provided from operations. Year 2000 Issue - --------------- The Company began its assessment and remediation processes related to the Year 2000 (Y2K) information technology programming issue in 1997. RPC's assessment activities have included (1) identifying all software and operating systems -both information technology (IT) and non-IT systems with embedded technology, which are critical to operations and/or financial reporting, (2) testing of such software and systems for Y2K compliance, and (3) obtaining assurances from its vendors and its large commercial customers. RPC's remediation activities have included replacing certain software and operating systems, followed by testing to ensure the Y2K compliance of the replacements. Based on its assessment and remediation activities to date, RPC believes that its critical internal software and operating systems are Y2K compliant with the exception of a subsidiary billing system. The total cost of Y2K expenditures to date have not been material. The remaining Y2K remediation costs are anticipated to be less than $50,000. Based on assurances from the majority of its vendors and large commercial customers to date, RPC does not anticipate any material Y2K impact on its operations or financial reporting at this time. RPC believes that the worst case scenario will be temporary delays in billing and collection of customer receivables. RPC expects to have contingency plans in place by the end of 1999 that address any potential Y2K issues. Forward-Looking Statements - -------------------------- Management's discussion and analysis of results of operations and financial condition include "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities Exchange 8 of 12 RPC, INC. AND SUBSIDIARIES ITEM 2. CONT'D Act of 1934, as amended (the "Exchange Act") and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included or incorporated by reference which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including statements regarding the impact of the year 2000 programming issue, funding of future capital requirements, potential exposure to market risk, and anticipated trends and similar expressions concerning matters that are not historical facts, are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results and developments will conform with the Company's expectations are influenced by a number of factors, including economic conditions, conditions in the industries in which the Company operates, competition, and other factors, many of which are beyond the control of the Company. Consequently, all of the forward-looking statements made are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to or effects on the Company or its business or operations. The Company assumes no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events, or otherwise. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK RPC maintains an investment portfolio, comprised of U.S. Government and corporate debt securities, which is subject to interest rate risk exposure. This risk is managed through conservative policies to invest in high-quality obligations. RPC has performed an interest rate sensitivity analysis using a duration model over the near term with a 10 percent change in interest rates. RPC's portfolio is not subject to material interest rate risk exposure based on this analysis. RPC does not expect any material changes in market risk exposures or how those risks are managed. 9 of 12 RPC, INC. AND SUBSIDIARIES PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None 10 of 12 RPC, INC. AND SUBSIDIARIES PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Description -------------- ----------- 3(i)(a) RPC's Certificate of Incorporation is incorporated herein by reference to Exhibit (3)(1)(a) to the 1998 Third Quarter Form 10-Q. 3(i)(b) RPC's Certificate of Amendment of the Certificate of Incorporation is incorporated herein by reference to Exhibit (3)(1)(b) to the 1998 Third Quarter Form 10-Q. 3(ii) By-laws of RPC 4 RPC's Form of Stock Certificate is incorporated herein by reference to the 1998 Form 10-K. 27 Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed or required to be filed during the quarter ended March 31, 1999. 11 of 12 SIGNATURES ---------- Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RPC, INC. /s/ RICHARD A. HUBBELL --------------------------------------- Date: May 14, 1999 Richard A. Hubbell President and Chief Operating Officer /s/ BEN M. PALMER --------------------------------------- Date: May 14, 1999 Ben M. Palmer Treasurer and Chief Financial Officer 12 of 12 EX-3.II 2 EXHIBIT 3(II) Exhibit 3(ii) BYLAWS OF RPC ENERGY SERVICES, INC. OFFICES FIRST: The executive offices of RPC Energy Services, Inc. (the "Corporation") shall be located at 2170 Piedmont Road, N.E., in the City of Atlanta, GA. The registered office in the State of Delaware is located at 32 Lockerman Square, Suite L-100, in the city of Dover, County of Kent, and the registered agent in charge of said office shall be the Prentice-Hall Corporation System, Inc. CORPORATE SEAL SECOND: The corporate seal shall have inscribed thereon the name of the Corporation and the year and state of its incorporation. MEETINGS OF STOCKHOLDERS THIRD: The annual meeting of stockholders for the election of directors shall be held on the fourth Tuesday of April at such office of the Corporation as may be designated by the Board of Directors and included in the notice of such meeting, in each year, or if that day be a legal holiday, on the next succeeding day not a legal holiday, at which meeting they shall elect by ballot, by plurality vote, a board of directors and may transact such other business as may come before the meeting. Special meetings of the stockholders may be called at any time by the chairman and shall be called by the chairman or secretary on the request in writing or by vote of a majority of the directors or at the request in writing of stockholders of record owning a majority in the amount of the capital stock outstanding and entitled to vote. All such special meetings of the stockholders shall be held at such place or places, within or without the State of Delaware, as may from time to time be fixed by the board of Directors or as shall be specified and fixed in the respective notices or waivers of notice thereof. Each stockholder of each class entitled to vote shall, at every meeting of the stockholders be entitled to one vote in person or by proxy, signed by him, for each share of voting stock held by him, but no proxy shall be voted after the meeting of stockholders for which such proxy was solicited and which has been adjourned sine die. Such right to vote shall be subject to the right of the board of directors to fix a record date for voting stockholders as hereinafter provided and if the directors shall not have exercised such right, no share of stock which shall have been transferred on the books of the Corporation within twenty days next preceding such election shall be voted on at any election for directors. Notice of all meetings shall be mailed by the secretary to each stockholder of record entitled to vote, at his or her last known post office address, not less than ten nor more than sixty days before any annual or special meeting. The holders of a majority of each class of stock outstanding and entitled to vote shall constitute a quorum, but the holders of a smaller amount may adjourn from time to time without further notice until a quorum is secured. DIRECTORS FOURTH: The property and business of this Corporation shall be managed by a board of not less than six (6) nor more than eleven (11) directors; except that where all the shares of Common Stock of the Corporation are owned beneficially and of record by one stockholder, the property and business of the Corporation may be managed by a sole director. The directors shall be divided into three classes. The first class (Class I) shall consist of at least two (2) directors and the initial term of office of such class shall expire at the first annual meeting of stockholders. The second class (Class II) shall consist of at least two (2) directors and the initial term of office of such class shall expire at the second annual meeting of stockholders. The third class (Class III) shall consist of at least two (2) directors and the initial term of office of such third class shall expire at the third annual meeting of stockholders. Should the number of directors be increased or decreased in the future, no class of directors shall have more than one director more than any other class of directors. At each annual election commencing at the first annual meeting of stockholders, the successors to the class of directors whose term expires at that time shall be elected to hold office for a term of three years to succeed those whose term expires, so that the term of office of one class of directors shall expire in each year. Each director shall hold office for the term for which he is elected or appointed or until his successor shall be elected and qualified, or until his death or until he shall resign. POWERS OF DIRECTORS FIFTH: The board of directors shall have, in addition to such powers as are hereinafter expressly conferred on it, all such powers as may be exercised by the Corporation, subject to the provisions of the General Corporation Law of Delaware, the certificate of incorporation and the bylaws. The board of directors shall have power: To purchase or otherwise acquire property, rights or privileges for the Corporation, which the Corporation has power to take, at such prices and on such terms as the board of directors may deem proper. To pay for such property, rights or privileges in whole or in part with money, stock, bonds, debentures or other securities of the Corporation, or by the delivery of other property of the Corporation. To create, make and issue mortgages, bonds, deeds of trust, trust agreements and negotiable or transferable instruments and securities, secured by mortgages or otherwise, and to do every other act and thing necessary to effectuate the same. To appoint agents, clerks, assistants, factors, employees and trustees, and to dismiss them at its discretion, to fix their duties and emoluments and to change them from time to time and to require security as it may deem proper. Any employee appointed by the board may be given such designation of title as the board shall determine; however, any such designation or title given any such employee shall not be deemed to constitute such employee a corporate officer under Article EIGHTH of these bylaws. To confer on any officer of the Corporation the power of selecting, discharging or suspending such employee. To determine by whom and in what manner the Corporation's bills, notes, receipts, acceptances, endorsement, checks, releases, contracts or other documents shall be signed. MEETINGS OF DIRECTORS SIXTH: After each annual election of directors, the newly elected directors may meet for the purpose of organization, the election of officers and the transaction of other business, immediately after such meeting of stockholders or at such place and time as the directors may determine, and, if the majority of the directors be present at such place and time, no prior notice of such meeting shall be required to be given to the directors. The place and time of such meeting may also be fixed by written consent of the directors. Regular meetings of the directors shall be held annually following the stockholders meeting on the fourth Tuesday of April and quarterly on the fourth Tuesday of January, July and October of each year at the executive offices of the corporation in Atlanta, Georgia, or elsewhere. Meetings may be held at other times as may be fixed by resolution of the board. Special meetings of the directors may be called by the chairman on two days' notice in writing or on one day's notice orally, by telegraph, telephone or otherwise to each director and shall be called by the chairman in like manner on the written request of two directors. Special meetings of the directors may be held within or without the State of Delaware at such places as is indicated in the notice or waiver of notice thereof. A majority of the directors shall constitute a quorum, but a smaller number may adjourn from time to time, without further notice, until a quorum is secured. The board may, by resolution passed by a majority of the whole board, designate one or more committees, including without limitation an Executive Committee, and Audit Committee and an Executive Compensation Committee, each committee to consist of one or more directors of the Corporation. Any such committee, to the extent provided in the directors' resolution or in these bylaws, shall have and may exercise all the powers and authority of the board in managing the affairs and business of the Corporation, including without limitation the power and authority to declare a dividend or to authorize the issuance of stock, and may authorize affixation of the corporate seal to all papers that require it, but no such committee shall have the power or authority of the board in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all, or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the bylaws of the Corporation. COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES SEVENTH: Directors and members of standing committees shall receive such compensation for attendance at each regular or special meeting of the board or such committees as the board shall from time to time prescribe. OFFICERS OF THE CORPORATION EIGHTH: The officers of the Corporation shall be a chairman, a president, a secretary, a treasurer and such other officers as may from time to time be chosen by the board of directors. The chairman and the president shall be chosen from among the directors. One person may hold more than one office. The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead. Any officer chosen or appointed by the board of directors may be removed either with or without cause at any time by the affirmative vote of a majority of the whole board of directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the affirmative vote of a majority of the whole board of directors. DUTIES OF THE CHAIRMAN NINTH: The chairman shall be the chief executive officer of the Corporation. It shall be his duty to preside at all meetings of the stockholders and directors; to have general and active management of the business of the Corporation; and to see that all orders and resolutions of the board of directors are carried into effect. The chairman shall be vested with all the powers and be required to perform all the duties of the president in his absence or disability. The chairman shall perform such other duties as shall be assigned to him by the board of directors. DUTIES OF THE PRESIDENT TENTH: The president shall be the chief operating officer of the Corporation. It shall be his duty to execute all contracts, agreements, deeds, bonds, mortgages and other obligations and instruments, in the name of the Corporation, and to affix the corporate seal thereto when authorized by the board. The president shall supervise and direct the other officers of the Corporation and shall see that their duties are properly performed. The president shall be vested with all the powers and be required to perform all the duties of the chairman in his absence or disability. The president shall perform such other duties as shall be assigned to him by the chairman of the board of directors or the board of directors. CHAIRMAN PRO TEM ELEVENTH: In the absence or disability of the chairman and the president, the board may appoint from their own number a chairman pro tem. SECRETARY TWELFTH: The secretary shall attend all meetings of the board of directors. He shall act as clerk thereof and shall record all of the proceedings of such meetings in a book kept for that purpose. He shall give proper notice of meetings of stockholders and shall perform such other duties as shall be assigned to him by the president or the chairman of the board of directors. TREASURER THIRTEENTH: The treasurer shall have custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the board of directors. He shall keep an account of stock registered and transferred in such manner and subject to such regulations as the board of directors may prescribe. He shall give the Corporation a bond, if required by the board of directors, in such sum and in form and with security satisfactory to the board of directors for the faithful performance of the duties of his office and the restoration to the Corporation, in case of his death, resignation or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession, belonging to the Corporation. He shall perform such other duties as the board of directors may from time to time prescribe or require. DUTIES OF THE OFFICERS MAY BE DELEGATED FOURTEENTH: In the case of the absence or disability of any officer of the Corporation or for any other reason deemed sufficient by a majority of the board, the board of directors may delegate his powers or duties, to any other officer or to any director for the duration of such absence or disability. CERTIFICATES OF STOCK FIFTEENTH: Certificates of stock shall be signed by either the chairman or vice-chairman of the board of directors, or the president or vice-president, and either the treasurer, assistant treasurer, secretary or assistant secretary. If a certificate of stock be lost or destroyed, another may be issued in its stead upon proof of such loss or destruction and the giving of a satisfactory bond of indemnity, in an amount sufficient to indemnify the Corporation against any claim. A new certificate may be issued without requiring bond when, in the judgment of the directors, it is proper to do so. Certificates may be signed by facsimile signature if so ordered by the board of directors. TRANSFER OF STOCK SIXTEENTH: All transfers of stock of the Corporation shall be made upon its books by the holders of the shares in person or by his lawfully constituted representative, upon surrender of certificates of stock for cancellations. The Corporation shall have authority to appoint transfer agents and registrars by resolution of the board of directors. STOCKHOLDERS OF RECORD SEVENTEENTH: The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Delaware. FISCAL YEAR EIGHTEENTH: The fiscal year of the Corporation shall end on the last day of December in each year. DIVIDENDS NINETEENTH: Dividends upon the capital stock of any class may be declared by the board of directors at any regular or special meeting and may be paid in cash or in property or in shares of the capital stock. Before paying any dividend or making any distribution of profits, the directors may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may alter or abolish any such reserve or reserves. CHECKS FOR MONEY TWENTIETH: All checks, drafts or orders for the payment of money shall be signed by the treasurer or by such other officer or officers as the board of directors may from time to time designate. No check shall be signed in blank. The board of Directors also from time to time may authorize specified employees to sign checks on the Corporation's accounts. BOOKS AND RECORDS TWENTY-FIRST: The books, accounts and records of the Corporation except as otherwise required by the laws of the State of Delaware, may be kept within or without the State of Delaware, at such place or places as may from time to time be designated by the bylaws or by resolution of the directors. NOTICES TWENTY-SECOND: Notice required or permitted to be given under the provisions of these bylaws to any director, officer or stockholder shall not be construed to mean personal notice, but may be given in writing by depositing the same in a post office or letter-box, in a postpaid sealed wrapper, addressed to such stockholder, officer or director at such address as appears on the books of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed. Any stockholder, officer or director may waive, in writing, any notice, required to be given under these bylaws whether before or after the time stated therein. AMENDMENTS OF BYLAWS TWENTY-THIRD: These bylaws may be amended, altered, repealed, or added to at any meeting of the stockholders or board of directors, by affirmative vote of a majority of each class of stock issued and outstanding and entitled to vote thereon or of a majority of the directors in office, as the case may be. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES TWENTY-FOURTH: INDEMNIFICATION. The Corporation shall indemnify, in the manner and to the fullest extent now or hereafter permitted by the General Corporation Law of the State of Delaware, any person (or the estate of any person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer or General Counsel of the Corporation, or is or was serving at the request of the Corporation as a director, officer or General Counsel of another corporation, partnership, joint venture, trust or other enterprise. The indemnification provided herein shall be made if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, has no reasonable cause to believe his conduct was unlawful; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been determined to be liable for gross negligence or willful misconduct in the performance of his duty to the Corporation. Such determination may be made by a majority of a committee composed of the directors not involved in the matter in controversy (whether or not a quorum). To the full extent permitted by law, the indemnification provided herein shall include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, and, in the manner provided by law, any such expenses may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other employee for such expenses to the full extent provided by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him. EX-27 3 EXHIBIT 27
5 1,000 3-MOS DEC-31-1999 JAN-01-1999 MAR-31-1999 10,345 5,032 31,551 7,742 17,249 70,063 220,672 152,357 179,137 32,858 390 0 0 2,855 137,933 179,137 0 54,935 25,911 49,274 4,044 0 0 1,983 754 1,229 0 0 0 1,229 0.04 0.04
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