-----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, MXhwgWNE5fZZXBQbpwtm2F+s/JPTy1bAyWCC/A9A3ylHCOdXz2ZV8kSPLwezxlr7 XH6K/c2gBsK3DrRRI4ENRA== 0000927016-01-503790.txt : 20020410 0000927016-01-503790.hdr.sgml : 20020410 ACCESSION NUMBER: 0000927016-01-503790 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPTA FOOD INGREDIENTS INC /DE CENTRAL INDEX KEY: 0000883326 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 043117634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-19811 FILM NUMBER: 1788686 BUSINESS ADDRESS: STREET 1: 25 WIGGINS AVE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 6172765100 MAIL ADDRESS: STREET 1: 25 WIGGINS AVENUE CITY: BEDFORD STATE: MA ZIP: 01730 10-Q 1 d10q.txt FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended September 30, 2001 Commission File No. 0-19811 OPTA FOOD INGREDIENTS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 04-3117634 -------- ---------- (State of Incorporation) (I.R.S. Employer Identification No.) 25 Wiggins Avenue, Bedford, MA 01730 - ------------------------------ ----- (Address of Principal Executive Offices) (Zip Code) (781) 276-5100 -------------- (Registrant's Telephone No., 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 9, 2001, the registrant had 10,824,613 shares of common stock outstanding. Opta Food Ingredients, Inc. Form 10-Q - -------------------------------------------------------------------------------- Quarter Ended September 30, 2001 Table of Contents Page Number ------ Part I - Financial Information Item 1 - Financial Statements Consolidated Balance Sheet September 30, 2001 and December 31, 2000 3 Consolidated Statement of Operations for the Three and Nine Months Ended September 30, 2001 and 2000 4 Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2001 and 2000 5 Notes to Consolidated Financial Statements 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3 - Quantitative and Qualitative Disclosures about 12 Market Risk Part II - Other Information Item 1 through Item 6 13 Signatures 14 Opta Food Ingredients, Inc. Consolidated Balance Sheet (in thousands) - -------------------------------------------------------------------------------- (Unaudited) September 30, December 31, 2001 2000 -------------- --------------- ASSETS Current assets: Cash and cash equivalents $ 4,835 $ 6,807 Short term investments 1,752 3,611 Accounts receivable, net 3,512 3,781 Inventories, net (Note 3) 6,322 6,354 Prepaid expenses and other current assets 418 451 -------- -------- Total current assets 16,839 21,004 Fixed assets, net 23,904 22,942 Goodwill, net 1,264 1,386 Patents and trademarks, net 360 413 Other assets 188 623 -------- -------- $ 42,555 $ 46,368 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long term debt $ 412 $ 500 Accounts payable 1,084 1,997 Accrued expenses 887 1,289 -------- -------- Total current liabilities 2,383 3,786 Long term debt 1,810 2,098 Stockholders' equity: Common stock 112 112 Additional paid-in capital 79,915 79,885 Treasury stock, at cost (1,115) (1,115) Accumulated other comprehensive loss (97) (37) Accumulated deficit (40,453) (38,361) -------- -------- Total stockholders' equity 38,362 40,484 -------- -------- $ 42,555 $ 46,368 ======== ======== The accompanying notes are an integral part of the consolidated financial statements. 3 Opta Food Ingredients, Inc. Consolidated Statement of Operations (in thousands, except per share data) - -------------------------------------------------------------------------------- (Unaudited)
For the three months For the nine months ended September 30, ended September 30, -------------------------- ------------------------ 2001 2000 2001 2000 ----------- ------------ ----------- ----------- Product revenue $ 5,829 $ 6,539 $19,133 $19,811 Cost and expenses: Cost of revenue 5,289 4,535 15,738 13,696 Selling, general and administrative 1,222 1,143 3,728 4,072 Research and development 680 776 2,033 2,265 Restructuring costs (Note 4) -- -- -- 300 ----------- ------------ ----------- ----------- 7,191 6,454 21,499 20,333 ----------- ------------ ----------- ----------- Income (loss) from operations (1,362) 85 (2,366) (522) Other income (expense): Interest income 84 177 345 527 Interest expense (43) (62) (136) (183) Other income, net 40 17 65 71 ----------- ------------ ----------- ----------- 81 132 274 415 ----------- ------------ ----------- ----------- Net income (loss) ($ 1,281) $ 217 ($ 2,092) ($ 107) =========== ============ =========== =========== Basic net income (loss) per share (Note 5) ($ .12) $ .02 ($ .19) ($ .01) =========== ============ =========== =========== Diluted net income (loss) per share (Note 5) ($ .12) $ .02 ($ .19) ($ .01) =========== ============ =========== =========== Weighted average shares outstanding - basic 10,825 10,752 10,803 10,811 =========== ============ =========== =========== Weighted average shares outstanding - diluted 10,825 10,784 10,803 10,811 =========== ============ =========== ===========
The accompanying notes are an integral part of the consolidated financial statements. 4 Opta Food Ingredients, Inc. Consolidated Statement of Cash Flows (in thousands) - -------------------------------------------------------------------------------- (Unaudited)
For the nine months ended September 30, --------------------------------- 2001 2000 ------------- --------------- Cash flows from operating activities: Net loss ($ 2,092) ($ 107) Adjustments to reconcile net loss to cash used in operating activities: Depreciation and amortization 2,259 2,349 Change in assets and liabilities: (Increase) decrease in accounts receivable, net 218 (323) (Increase) decrease in inventories, net 30 (1,065) Decrease in other current assets 33 149 Decrease in accounts payable (880) (793) Decrease in accrued expenses (400) (1) ------------- --------------- Total adjustments 1,260 316 ------------- --------------- Net cash provided by (used in) operating activities (832) 209 Cash flows from investing activities: Purchase of short term investments (2,222) (11,077) Maturity of short term investments 4,081 18,804 Purchase of fixed assets (3,016) (771) Increase in patents and trademarks (62) (53) (Increase) decrease in other assets 435 (127) ------------- --------------- Net cash provided by (used in) investing activities (784) 6,776 Cash flows from financing activities: Proceeds from issuance of common stock 30 1 Purchase of treasury stock -- (671) Principal payments on long term debt (376) (398) ------------- --------------- Net cash used in financing activities (346) (1,068) ------------- --------------- Effect of changes in exchange rates on cash (10) -- Net increase (decrease) in cash and cash equivalents (1,972) 5,917 Cash and cash equivalents at beginning of period 6,807 2,578 ------------- --------------- Cash and cash equivalents at end of period $ 4,835 $ 8,495 ============= ===============
The accompanying notes are an integral part of the consolidated financial statements. 5 Opta Food Ingredients, Inc. Notes to Unaudited Consolidated Financial Statements - -------------------------------------------------------------------------------- 1. Basis of Presentation The unaudited consolidated financial statements of Opta Food Ingredients, Inc. (the "Company") include, in the opinion of management, all adjustments (consisting of normal and recurring adjustments) necessary for a fair statement of the Company's financial position at September 30, 2001 and December 31, 2000 and the results of operations for the three and nine months ended September 30, 2001 and 2000. All material intercompany transactions and balances have been eliminated. The results of operations are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934. The consolidated balance sheet data as of December 31, 2000 was derived from audited financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. 2. Recent Pronouncements In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that all business combinations be accounted for under the purchase method only, eliminating the pooling-of-interests method and that certain acquired intangible assets in a business combination be recognized as assets apart from goodwill. SFAS No. 142 requires, among other things, the discontinuance of goodwill amortization, which is replaced with periodic tests of the goodwill's impairment and that intangible assets other than goodwill be amortized over their useful lives. In addition, the standard includes provisions for the reclassification of certain existing recognized intangibles as goodwill, reassessment of the useful lives of existing recognized intangibles, reclassification of certain intangibles out of previously reported goodwill and the identification of reporting units for purposes of assessing potential future impairments of goodwill. SFAS No. 142 also requires the Company to complete a transitional goodwill impairment test six months from the date of adoption. SFAS No. 141 is effective for all business combinations initiated after June 30, 2001 and for all business combinations accounted for by the purchase method for which the date of acquisition is after June 30, 2001. The provisions of SFAS No. 142 will be effective for fiscal years beginning after December 15, 2001, and will thus be adopted by the Company as required, on January 1, 2002. The Company is currently assessing but has not yet determined the impact of SFAS No. 141 and SFAS No. 142 on its financial position and results of operations. In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS 144 supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long Lived Assets to Be Disposed of ." SFAS 144 applies to all long-lived assets (including discontinued operations) and consequently amends Accounting Principles Board Opinion No. 30 (APB 30), "Reporting Results of Operations - Reporting the Effects of Disposal of a Segment of a Business." SFAS 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001, and will thus be adopted by the Company, as required, on January 1, 2002. Management is currently assessing but has not yet determined the impact of SFAS 144 will have on its financial position and results of operations. 6 Opta Food Ingredients, Inc. Notes to Unaudited Financial Statements (Continued) - -------------------------------------------------------------------------------- 3. Inventories, Net Inventories consist of the following (in thousands): September 30, December 31, 2001 2000 --------------- -------------- Raw materials $ 845 $ 1,121 Finished goods 5,477 5,233 --------------- -------------- $ 6,322 $ 6,354 =============== ============== Inventories are stated at the lower of cost or market, cost being determined using the first-in, first-out method. Inventories are reflected net of reserves of $743,000 at September 30, 2001 and $250,000 at December 31, 2000. The reserves at September 30, 2001 include a one-time charge of $713,000 in the third quarter of 2001 related to the write-off of inventory that no longer meets the Company's quality specifications. The Company has disposed of a portion of this inventory as of September 30, 2001 and is planning to dispose of the remaining inventory during the fourth quarter of 2001. 4. Restructuring Costs The results for the nine months ended September 30, 2000 reflect a restructuring charge of $300,000 related to the decision to consolidate the Company's starch-based operations and relocate Stabilized Products, Inc., the assets of which were acquired by the Company in June 1999, to its Galesburg, Illinois production facility. The accrual for the restructuring charge was fully utilized by December 31, 2000. 5. Net Income (Loss) Per Share Basic net income (loss) per share is determined by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share for the three months ended September 30, 2000 is determined by dividing the net income by the weighted average shares outstanding including common stock equivalents. For the three and nine months ended September 30, 2001 as well as the nine months ended September 30, 2000, all common stock equivalents have been excluded from weighted average shares outstanding for the purpose of calculating diluted net income (loss) per share because such equivalents are anti-dilutive. 6. Stock Repurchase Plan In April 1999, the Company's Board of Directors approved a stock repurchase plan under which the Company is authorized to purchase shares of its own common stock subject to certain business and market restrictions. During the nine months ended September 30, 2000, the Company purchased 266,150 shares of its common stock at an aggregate cost of $671,000, which was recorded as treasury stock. 7 Opta Food Ingredients, Inc. Notes to Unaudited Financial Statements (Continued) - -------------------------------------------------------------------------------- 7. Comprehensive Loss For the nine months ended September 30, 2001, the Company's comprehensive loss was $2,152,000 which was comprised of the net loss of $2,092,000 and a loss on foreign currency translation adjustment of $60,000 as compared to the same period in 2000 in which the Company's comprehensive loss was equal to the net loss. 8 Part I Item 2 Opta Food Ingredients, Inc. Management's Discussion and Analysis of Financial Condition and Results of Operations - -------------------------------------------------------------------------------- Introduction: Opta Food Ingredients, Inc. ("Opta" or the "Company") is a fully integrated developer, manufacturer and marketer of proprietary food ingredients used by consumer food companies to improve the nutritional content, healthfulness and taste of a wide variety of foods. The Company modifies inexpensive raw materials and produces natural food ingredients that can be considered Generally Recognized as Safe ("GRAS") under current U.S. Food and Drug Administration ("FDA") regulations. You should read the following discussion in conjunction with: (1) the Company's accompanying unaudited Consolidated Financial Statements and notes thereto included in this report on Form 10-Q and (2) the Company's audited Consolidated Financial Statements, notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations as of and for the year ended December 31, 2000 included in our Annual Report on Form 10-K for such period. The following Management's Discussion and Analysis of Financial Condition and Results of Operations may contain forward-looking statements that are based on current expectations, estimates and projections. Such forward-looking statements reflect management's good-faith evaluation of information currently available. However, because such statements are based upon, and therefore can be influenced by, a number of external variables over which management has no, or incomplete, control, they are not, and should not be read as being guarantees of future performance or of actual future results; nor will they necessarily prove to be accurate indications of the times at or by which any such performance or result will be achieved. Accordingly, actual outcomes and results may differ materially from those expressed in such forward-looking statements. The Company does not intend to update any such forward-looking statements. Factors which could cause actual results to differ from these expectations include sales to a small number of food and food service companies; the size and timing of significant orders, as well as deferral of orders, over which the Company has no control; the extended product testing cycles of the Company's potential customers; the variation in the Company's sales cycles from customer to customer; increased competition posed by food ingredient manufacturers; changes in pricing policies by the Company and its competitors; the adequacy of existing, or the need to secure or build additional manufacturing capacity in order to meet the demand for the Company's products; the Company's success in expanding its sales and marketing programs; its ability to successfully enter new markets and its ability to gain increased market acceptance for its existing product lines; the Company's ability to timely develop and successfully introduce new products in its pipeline at acceptable costs; the ability to scale up and successfully produce its products; the potential for significant quarterly variations in the mix of sales among the Company's products; the gain or loss of significant customers; shortages in the availability of raw materials from the Company's suppliers; the impact of new government regulations on food products; the challenges of integrating the operations of acquired businesses; and general economic conditions. Factors that could cause or contribute to such differences include the factors discussed in the section titled "Business" under the caption "Cautionary Statement Regarding Forward-Looking Statements" as well as other risk factors as described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000. 9 Opta Food Ingredients, Inc. Management's Discussion and Analysis of Financial Condition and Results of Operations - -------------------------------------------------------------------------------- Results of operations for the three months ended September 30, 2001 and 2000: Revenue. Revenue for the three months ended September 30, 2001 was $5.8 million, representing a decrease of $710,000 or 11% in comparison to $6.5 million for the comparable 2000 quarter. The decrease in third quarter revenue was primarily attributable to a decrease in sales to suppliers for a major quick-service restaurant customer. Cost of revenue. Cost of revenue for the three months ended September 30, 2001 was $5.3 million, representing an increase of $754,000 or 17% in comparison to $4.5 million for the comparable 2000 quarter. Cost of revenue for the third quarter of 2001 included a one-time charge of $713,000 related to the write-off of inventory that no longer meets the Company's quality specifications. Without the inventory charge, cost of revenue as a percentage of revenue increased to 78% for the third quarter of 2001 as compared to 69% in the third quarter of 2000. This increase was largely due to lower production levels during the third quarter of 2001 in response to lower than anticipated sales and higher than expected inventory levels. The Company will continue to focus on reducing inventory levels during the remainder of 2001. Selling, General and Administrative Expenses. Selling, general and administrative ("SG&A") expenses for the three months ended September 30, 2001 were $1.2 million, representing an increase of $79,000 or 7% in comparison to $1.1 million for the comparable 2000 quarter. The increase in SG&A expenses was due to an increase in personnel and related costs, travel and additional marketing and promotional expenses. Research and Development Expenses. Research and development ("R&D") expenses for the three months ended September 30, 2001 were $680,000, representing a decrease of $96,000 or 12% in comparison to $776,000 for the comparable 2000 quarter. A majority of the decrease in R&D expenses was the result of a reduction in amortization costs related to patents as well as a reduction in personnel costs. Other Income. Other income for the three months ended September 30, 2001 was $81,000, representing a decrease of $51,000 or 39% in comparison to $132,000 for the comparable 2000 quarter. The decrease was due to a reduction in interest income on lower levels of cash and investments during the third quarter of 2001 as compared to the comparable 2000 quarter. Results of operations for the nine months ended September 30, 2001 and 2000: Revenue. Revenue for the nine months ended September 30, 2001 was $19.1 million, representing a decrease of $678,000 or 3% in comparison to $19.8 million for the first nine months of 2000. A majority of the revenue decrease in 2001 was attributable to decreased demand for the Company's products by a major quick-service restaurant as well as lower sales to two other major customers. Cost of Revenue. Cost of revenue for the nine months ended September 30, 2001 was $15.7 million, representing an increase of $2.0 million or 15% in comparison to $13.7 million for the comparable 2000 period. Cost of revenue for the first nine months of 2001 included a one-time charge of $713,000 related to the 10 write-off of inventory in the third quarter that no longer meets the Company's quality specifications. Without the inventory charge, cost of revenue as a percentage of revenue increased to 78% in 2001 as compared to 69% for the 2000 period. This increase was principally due to a reduction in production levels during the first nine months of 2001 in response to lower than anticipated sales and higher than expected inventory levels. The Company will continue to focus on reducing inventory levels during the remainder of 2001. Selling, General and Administrative Expenses. SG&A expenses for the nine months ended September 30, 2001 were $3.7 million, representing a decrease of $344,000 or 8% in comparison to $4.1 million for the comparable 2000 period. A majority of the decrease in SG&A expenses related to a charge of $350,000 recorded in the first quarter of 2000 for severance costs associated with the departure of the Company's former Chief Executive Officer. Research and Development Expenses. R&D expenses for the nine months ended September 30, 2001 were $2.0 million, representing a decrease of approximately $232,000 or 10% in comparison to $2.3 million for the comparable 2000 period. The decrease in R&D expenses was the result of a reduction in amortization costs related to patents as well as a reduction in personnel costs. Restructuring Costs. The results for the nine months ended September 30, 2000 reflect a restructuring charge of $300,000 related to the decision to consolidate the Company's starch-based operations and relocate Stabilized Products, Inc., the assets of which were acquired by the Company in June 1999, to its Galesburg, Illinois production facility. Other Income. Other income for the nine months ended September 30, 2001 was $274,000, representing a decrease of $141,000 or 34% in comparison to $415,000 for the comparable 2000 period. The decrease was due to a reduction in interest income on lower levels of cash and investments during 2001 as compared to the first nine months of 2000. Liquidity and Capital Resources: At September 30, 2001, the Company had $6.6 million in cash and short term investments and $14.5 million of working capital. For the first nine months of 2001, the Company used approximately $832,000 to fund operations as compared with the same period in 2000 when the Company realized positive cash from operations of approximately $209,000. Capital expenditures were $3.0 million and $771,000 for the nine months ended September 30, 2001 and 2000, respectively. The majority of the increase in capital expenditures in 2001 is a result of expanding the Company's Cambridge, Minnesota oat fiber production facility to meet anticipated future growth. The projected cost of the expansion is approximately $3.7 million of which $3.6 million has been funded out of internal funds. The project is scheduled to be completed by the end of this year. The Company's various debt agreements contain covenants that restrict the Company's ability to participate in merger discussions, pay dividends, limit annual capital expenditures, invest in certain types of securities and obtain additional debt financing without bank approval. The Company was in compliance with respect to all covenants and restrictions in its loan agreements at September 30, 2001. 11 The Company believes that its existing cash and cash equivalents, short term investments, long and short term debt and product sales will be adequate to fund potential future losses as well as its planned operations, capital requirements and expansion needs through 2002. However, the Company may require additional capital in the long term, which it may seek through equity or debt financing, equipment lease financing or funds from other sources. No assurance can be given that these funds will be available to the Company on acceptable terms, if at all. In addition, because of the Company's need for funds to support future operations, it may seek to obtain capital when conditions are favorable, even if it does not have an immediate need for additional capital at such time. Part I Item 3 Quantitative and Qualitative Disclosures about Market Risk In January 1997, the Securities and Exchange Commission issued Financial Reporting Release No. 48, which expands the disclosure requirements for certain derivatives and other financial instruments. The Company does not utilize derivative financial instruments. The carrying amounts reflected in the consolidated balance sheet of cash and cash equivalents, trade receivables and trade payables approximate fair value at September 30, 2001 due to the short maturities of these instruments. 12 Opta Food Ingredients, Inc. Part II - Other Information - -------------------------------------------------------------------------------- Items 1, 2, 3, 4, 5 and 6(b) - Not Applicable. Item 6 (a) Exhibits (11) Basic and diluted net income (loss) per share computation (in thousands, except per share data):
For the three months For the nine months ended September 30, ended September 30, ------------------------- ------------------------ 2001 2000 2001 2000 ----------- ------------ ----------- ----------- Net income (loss) ($ 1,281) $ 217 ($ 2,092) ($ 107) =========== ============ =========== =========== Weighted average shares outstanding - basic 10,825 10,752 10,803 10,811 =========== ============ =========== =========== Weighted average shares outstanding - diluted 10,825 10,784 10,803 10,811 =========== ============ =========== =========== Basic net income (loss) per share ($.12) $.02 ($.19) ($.01) =========== ============ =========== =========== Diluted net income (loss) per share ($.12) $.02 ($.19) ($.01) =========== ============ =========== ===========
For the three months ended September 30, 2000, diluted net income (loss) per share is determined by dividing the net income (loss) by the weighted average shares outstanding including common stock equivalents of 32,230 shares, which represent employee stock options. For the three and nine months ended September 30, 2001 and the nine months ended September 30, 2000, all common stock equivalents have been excluded from weighted average shares outstanding for calculating diluted net income (loss) per share because such equivalents are anti-dilutive. 13 Opta Food Ingredients, Inc. 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. Opta Food Ingredients, Inc. --------------------------- (Registrant) DATE: November 13, 2001 BY: /s/ Arthur J. McEvily, Ph.D. ---------------------------------- Arthur J. McEvily, Ph.D. President and Chief Executive Officer (principal executive officer) DATE: November 13, 2001 BY: /s/ Scott A. Kumf ---------------------------- Scott A. Kumf Chief Financial Officer and Treasurer (principal financial officer) 14 -----END PRIVACY-ENHANCED MESSAGE-----